GoodRx Holdings, Inc. 10-Q

Item 1. Financial Statements GoodRx Holdings, Inc. Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except par values) March 31, 2026 December 31, 2025 Assets Current assets Cash and cash equivalents $ 235,710 $ 261,820 Accounts receivable, net 232,721 235,746 Prescription reimbursement assets 753,530 98,331 Prepaid expenses and other current assets 44,507 47,205 Total current assets 1,266,468 643,102 Property and equipment, net 11,742 12,268 Goodwill 430,331 430,331 Intangible assets, net 61,167 64,082 Capitalized software, net 140,191 139,261 Operating lease right-of-use assets, net 28,748 28,808 Deferred tax assets, net 53,042 57,111 Other assets 29,562 29,095 Total assets $ 2,021,251 $ 1,404,058 Liabilities and stockholders' equity Current liabilities Accounts payable $ 14,525 $ 19,405 Prescription reimbursement liabilities 750,978 130,139 Accrued expenses and other current liabilities 83,719 86,705 Current portion of debt 5,000 5,000 Operating lease liabilities, current 4,976 4,753 Total current liabilities 859,198 246,002 Debt, net 482,422 483,264 Operating lease liabilities, net of current portion 48,953 49,789 Other liabilities 8,692 8,741 Total liabilities 1,399,265 787,796 Commitments and contingencies (Note 7) Stockholders' equity Preferred stock, $ 0.0001 par value; 50,000 shares authorized and nil shares issued and outstanding at March 31, 2026 and December 31, 2025 — — Common stock, $ 0.0001 par value; Class A: 2,000,000 shares authorized, 103,613 and 107,088 shares issued and outstanding at March 31, 2026 and December 31, 2025 , respectively; and Class B: 1,000,000 shares authorized, 233,964 shares issued and outstanding at March 31, 2026 and December 31, 2025 34 34 Additional paid-in capital 2,031,357 2,026,802 Accumulated deficit ( 1,409,405 ) ( 1,410,574 ) Total stockholders' equity 621,986 616,262 Total liabilities and stockholders' equity $ 2,021,251 $ 1,404,058 See accompanying notes to condensed consolidated financial statements. 2 Table of Contents GoodRx Holdings, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, (in thousands, except for per share amounts) 2026 2025 Revenue $ 194,006 $ 202,970 Costs and operating expenses: Cost of revenue, exclusive of depreciation and amortization presented separately below 20,156 13,364 Product development and technology 30,177 31,142 Sales and marketing 81,053 84,542 General and administrative 26,819 29,630 Depreciation and amortization 21,792 20,912 Total costs and operating expenses 179,997 179,590 Operating income 14,009 23,380 Other expense, net: Interest income 1,397 3,932 Interest expense ( 9,767 ) ( 10,644 ) Total other expense, net ( 8,370 ) ( 6,712 ) Income before income taxes 5,639 16,668 Income tax expense ( 4,470 ) ( 5,616 ) Net income $ 1,169 $ 11,052 Earnings per share: Basic $ 0.00 $ 0.03 Diluted $ 0.00 $ 0.03 Weighted average shares used in computing earnings per share: Basic 340,531 379,196 Diluted 341,424 379,656 Stock-based compensation included in costs and operating expenses: Cost of revenue $ 52 $ 100 Product development and technology 4,208 5,670 Sales and marketing 4,249 5,882 General and administrative 8,000 7,522 See accompanying notes to condensed consolidated financial statements . 3 Table of Contents GoodRx Holdings, Inc. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) Class A and Class B Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity (in thousands) Shares Amount Balance at December 31, 2025 341,052 $ 34 $ 2,026,802 $ ( 1,410,574 ) $ 616,262 Stock options exercised 192 — 95 — 95 Stock-based compensation — — 19,683 — 19,683 Vesting and settlement of restricted stock units 2,965 — — — — Common stock withheld related to net share settlement ( 1,096 ) — ( 2,582 ) — ( 2,582 ) Repurchases of Class A common stock ( 5,536 ) — ( 12,641 ) — ( 12,641 ) Net income — — — 1,169 1,169 Balance at March 31, 2026 337,577 $ 34 $ 2,031,357 $ ( 1,409,405 ) $ 621,986 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents GoodRx Holdings, Inc. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) Class A and Class B Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity (in thousands) Shares Amount Balance at December 31, 2024 382,815 $ 38 $ 2,165,633 $ ( 1,441,013 ) $ 724,658 Stock options exercised 4 — 2 — 2 Stock-based compensation — — 23,312 — 23,312 Vesting and settlement of restricted stock units 2,136 — — — — Common stock withheld related to net share settlement ( 802 ) — ( 3,757 ) — ( 3,757 ) Repurchases of Class A common stock (1) ( 23,340 ) ( 2 ) ( 100,918 ) — ( 100,920 ) Net income — — — 11,052 11,052 Balance at March 31, 2025 360,813 $ 36 $ 2,084,272 $ ( 1,429,961 ) $ 654,347 See accompanying notes to condensed consolidated financial statements. _____________________________________________________ (1) Repurchases of Class A common stock for the three months ended March 31, 2025 include 20.0 million shares repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class A common stock upon such repurchase) for an aggregate consideration of $ 84.9 million . See "Note 9 . Stockholders' Equity " for additional information. 5 Table of Contents GoodRx Holdings, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, (in thousands) 2026 2025 Cash flows from operating activities Net income $ 1,169 $ 11,052 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 21,792 20,912 Amortization of debt issuance costs and discounts 462 430 Non-cash operating lease expense 925 1,086 Stock-based compensation expense 16,509 19,174 Deferred income taxes 4,069 — Loss on operating lease asset — 4,409 Other 798 286 Changes in operating assets and liabilities: Accounts receivable 3,025 ( 14,183 ) Prescription reimbursement assets (1) ( 655,199 ) ( 14,391 ) Prepaid expenses and other assets (1) 2,177 904 Accounts payable ( 4,945 ) 286 Prescription reimbursement liabilities (1) 620,839 ( 8,520 ) Accrued expenses and other current liabilities (1) 1,744 ( 10,559 ) Operating lease liabilities ( 1,478 ) ( 1,628 ) Other liabilities ( 49 ) 155 Net cash provided by operating activities 11,838 9,413 Cash flows from investing activities Purchase of property and equipment ( 1,136 ) ( 142 ) Acquisition — ( 30,000 ) Capitalized software ( 20,508 ) ( 21,734 ) Net cash used in investing activities ( 21,644 ) ( 51,876 ) Cash flows from financing activities Payments on long-term debt ( 1,250 ) ( 1,250 ) Repurchases of Class A common stock (2) ( 12,567 ) ( 99,897 ) Proceeds from exercise of stock options 95 2 Employee taxes paid related to net share settlement of equity awards ( 2,582 ) ( 3,757 ) Net cash used in financing activities ( 16,304 ) ( 104,902 ) Net change in cash and cash equivalents ( 26,110 ) ( 147,365 ) Cash and cash equivalents Beginning of period 261,820 448,346 End of period $ 235,710 $ 300,981 Supplemental disclosure of cash flow information Non cash investing and financing activities: Stock-based compensation included in capitalized software $ 3,174 $ 4,138 Capitalized software included in accounts payable and accrued expenses and other current liabilities 3,806 5,311 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents _____________________________________________________ (1) Prior to December 31, 2025, prescription reimbursement assets were presented as a component of prepaid expenses and other current assets, and prescription reimbursement liabilities as a component of accrued expenses and other current liabilities . Prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported cash flows provided by operating activities. (2) Repurchases of Class A common stock for the three months ended March 31, 2025 include 20.0 million shares repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class A common stock upon such repurchase) for an aggregate consideration of $ 84.9 million . See "Note 9 . Stockholders' Equity" for additional information. 7 Table of Contents GoodRx Holdings, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 1 . Description of Business GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. GoodRx, Inc. ("GoodRx"), a Delaware corporation initially formed in September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc. GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices through our codes that can be used to save money on prescriptions across the United States (the "prescription transactions offering"). We also offer other healthcare products and services, including subscription programs, solutions for pharmaceutical manufacturers and other customers, referred to as GoodRx Pharma Direct ("Pharma Direct") , and telehealth services. 2 . Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2025 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026 (" 2025 10-K"). The December 31, 2025 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the three months ended March 31, 2026 are not necessarily indicative of the results expected for the full year ending December 31, 2026 . T here have been no material changes in significant accounting policies during the three months ended March 31, 2026 from those disclosed in “Note 2 . Summary of Significant Accounting Policies ” in the notes to our consolidated financial statements included in our 2025 10-K. Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly provided to the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. Our CODM manages our business on the basis of one operating segment. Our operating segment derives revenue in a manner as described in "Note 2 . Summary of Significant Accounting Policies " in the notes to our consolidated financial statements included in our 2025 10-K. Our CODM is our principal executive officer, who is our Chief Executive Officer and President. Consolidated net income or loss is the measure of segment profit or loss reviewed by our CODM in assessing segment performance and deciding how to allocate resources. Our CODM uses consolidated net income or loss to monitor budget versus actual results, review historical company performance trends, conduct benchmark analysis of our peers and competitors, and evaluate management’s compensation. Significant expenses included in the reported measure of segment profit or loss regularly provided to our CODM are on a consolidated basis as presented in the accompanying condensed consolidated statements of operations. 8 Table of Contents Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. We base our estimates on historical factors; current circumstances; macroeconomic events and conditions; and the experience and judgment of our management. We evaluate our estimates and assumptions on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of operations reported in future periods. Certain Risks and Concentrations Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. However, market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. We have not experienced any losses in such accounts. We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of $ 164.0 million at March 31, 2026 and December 31, 2025 , were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For the three months ended March 31, 2026 , no customer accounted for more than 10% of our revenue. For the three months ended March 31, 2025 , one customer accounted for 13 % of our revenue. At March 31, 2026 and December 31, 2025 , no customer accounted for more than 10% of our accounts receivable balance . Prescription Reimbursement Assets and Prescription Reimbursement Liabilities Consumer direct pricing is an affordability solution under our pharma direct offering that allows pharma manufacturers to use our platform to set and fund a portion of the consumer cash price for their prescription drugs at the point of sale. We generally require deposits from pharma manufacturers which are included as a component of prescription reimbursement liabilities on our condensed consolidated balance sheets and shall not be offset against other amounts owed to us. We generally invoice pharma manufacturers for the funded amounts a month in arrears and payment is generally due within thirty days of invoicing. Funded amounts owed to us are presented as a component of prescription reimbursement assets on our condensed consolidated balance sheets. We remit reimbursements of the funded amounts to pharmacies, or intermediaries. Funded amounts owed to pharmacies, or intermediaries, are presented as a component of prescription reimbursement liabilities on our consolidated balance sheets. Pharmacies, or intermediaries, may also require deposits from us. These deposits are included as a component of prescription reimbursement assets on our condensed consolidated balance sheets and shall not be offset against other amounts owed to them. At March 31, 2026 and December 31, 2025 , a majority of our prescription reimbursement assets were with two counterparties . Equity Investments We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20 % of the voting stock of the investees and we do not have the ability to exercise significant influence over the operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with Accounting Standards Codification ("ASC") 321, Investments – Equity Securities , which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. We did not recognize any changes resulting from observable price changes or impairment losses on our minority equity interest investments during the three months ended March 31, 2026 and 2025 . Equity investments included in other assets on our condensed consolidated balance sheets were $ 15.0 million as of March 31, 2026 and December 31, 2025 . Impairment of Long-Lived Assets We account for the impairment of long-lived assets in accordance with ASC 360, Property, Plant, and Equipment . In accordance with ASC 360, long-lived assets to be held and used are reviewed for impairment when events or changes in circumstances indicate that their carrying values may not be recoverable. We perform impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other 9 Table of Contents assets and liabilities. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying value. If an asset is determined to be impaired, the impairment is measured by the amount that the carrying value of the asset exceeds its fair value. During the three months ended March 31, 2025, we recognized an impairment loss of $ 4.4 million within general and administrative expenses to reduce the carrying value of an asset group to its estimated fair value of $ 3.4 million . The impairment charge was due to a significant deterioration in the sublease market and rental rates whereby the carrying value of the asset group was not recoverable. We otherwise have not recognized any impairment losses of our long-lived assets during the three months ended March 31, 2026 and 2025 . Recent Accounting Pronouncements Recently Adopted Accounting Pronouncement In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not-For-Profit Entities. This ASU amends ASC 326-20 in part to provide a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and/or current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers . This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and for interim reporting periods within those annual reporting periods. We adopted this standard effective January 1, 2026, and the adoption did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements - Not Yet Adopted In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The amendments in this ASU, amongst other things, eliminate accounting considerations of software development stages and instead require entities to capitalize internal-use software costs when management commits to funding the software project and it is probable the project will be completed and will be used to perform the function intended. This ASU will be effective for all entities for annual reporting periods beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods. Early adoption of this ASU is permitted and can be applied retrospectively, prospectively or on a modified prospective basis. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. This ASU requires entities to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption; as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. In January 2025, the FASB issued ASU 2025-01 which clarified the effective date of this ASU. This ASU applies to all public entities and will be effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption of this ASU is permitted. This ASU should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements disclosures. 3 . Business Combination On Jan uary 13, 2025 , we acquired substantially all of the assets and assembled workforce of VCRx, a prescription savings business of Vivid Clear Rx, Inc., for $ 30.0 million in cash. VCRx operates a price comparison platform that provides consumer prescription savings through its partnership with PBMs. The acquisition expands our consumer reach particularly with respect to our prescription transactions offering. Goodwill associated with this acquisition totaled $ 11.0 million and primarily related to the expected long-term synergies and other benefits, including the acquired assembled workforce. The goodwill is deductible for tax purposes. Identifiable intangible assets related to this acquisition, totaled $ 19.0 million , of which $ 18.1 million was attributable to a customer related intangible asset, with an estimated useful life of 6 years . 10 Table of Contents 4 . Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: (in thousands) March 31, 2026 December 31, 2025 Accrued bonus and other payroll related $ 13,434 $ 25,434 Accrued legal settlement 30,500 30,500 Accrued marketing 17,243 11,063 Deferred revenue 8,628 6,705 Other accrued expenses 13,914 13,003 Total accrued expenses and other current liabilities $ 83,719 $ 86,705 Deferred revenue represents payments received in advance of providing services for certain advertising contracts with customers and subscriptions. We expect substantially all of the deferred revenue at March 31, 2026 will be recognized as revenue within the subsequent twelve months. Of the $ 6.7 million of deferred revenue at December 31, 2025 , $ 4.5 million was recognized as revenue during the three months ended March 31, 2026 . Revenue recognized during the three months ended March 31, 2025 of $ 4.3 million was included as deferred revenue at December 31, 2024 . 5 . Income Taxes We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and permanent differences. The effective income tax rate for the three months ended March 31, 2026 and 2025 was 79.3 % and 33.7 % , respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three months ended March 31, 2026 and 2025 were due to the effects of non-deductible officers’ stock-based compensation expense, state income taxes, benefits from research and development tax credits, and tax effects from our equity awards. 6 . Debt Our First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provides for (i) a $ 500.0 million term loan maturing on July 10, 2029 ("2024 Term Loan Facility"); and (ii) a revolving credit facility for up to $ 88.0 million (the "Revolving Credit Facility") maturing on April 10, 2029 . As of March 31, 2026 , there were no changes to the terms of our 2024 Term Loan Facility and Revolving Credit Facility as disclosed in Note 12 to our consolidated financial statements included in our 2025 10-K. The effective interest rate on our term loans for the three months ended March 31, 2026 and 2025 was 7.87 % and 8.52 % , respectively. We had no borrowings against the Revolving Credit Facility as of March 31, 2026 and December 31, 2025 . We had outstanding letters of credit issued against the Revolving Credit Facility for $ 7.6 million and $ 7.8 million as of March 31, 2026 and December 31, 2025 , respectively , which reduce our available borrowings under the Revolving Credit Facility. Our debt balance is as follows: (in thousands) March 31, 2026 December 31, 2025 Principal balance under 2024 Term Loan Facility $ 493,750 $ 495,000 Less: Unamortized debt issuance costs and discounts ( 6,328 ) ( 6,736 ) $ 487,422 $ 488,264 The estimated fair value of our debt was $ 444.4 million as of March 31, 2026 and approximated its carrying value as December 31, 2025 , based on inputs categorized as Level 2 in the fair value hierarchy. Under the Credit Agreement, we are subject to a financial covenant requiring maintenance of a First Lien Net Leverage Ratio (as defined in the Credit Agreement) not to exceed 8.2 to 1.0 only in the event that the amounts outstanding under the Revolving Credit Facility exceed a specified percentage of commitments under the Revolving Credit Facility, and other nonfinancial covenants under the Credit Agreement. At March 31, 2026 , we were in compliance with our covenants under the Credit Agreement. 11 Table of Contents 7 . Commitments and Contingencies Aside from the below, as of March 31, 2026 , there were no material changes to our commitments and contingencies as disclosed in the notes to our consolidated financial statements included in our 2025 10-K. Legal C ontingencie s Consumer privacy class action - Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five separate putative class action lawsuits against Google, Meta, Criteo and us, alleging generally that we have not adequately protected consumer privacy and that we communicated consumer information to third parties, including the three co- defendants. Four of the plaintiffs allege common law intrusion upon seclusion and unjust enrichment claims, as well as claims under California’s Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act, and Unfair Competition Law. One of these four plaintiffs additionally brings a claim under the Electronic Communications Privacy Act. The fifth plaintiff brings claims for common-law unjust enrichment and violations of New York’s General Business Law. Four of these cases were originally filed in the United States District Court for the Northern District of California ("NDCA") (Cases No. 3:23-cv-00501; 3:23-cv-00744; 3:23-cv-00940; and 4:23-cv-01293). One case was originally filed in the United States District Court for the Southern District of New York (Case No. 1:23-cv-00943); however, that case was voluntarily dismissed and re-filed in the NDCA (Case No. 3:23-cv-01508). These five matters have been consolidated and assigned to U.S. District Judge Araceli Martínez-Olguín in the NDCA. The court also set a briefing schedule for filing a single consolidated complaint, which the plaintiffs filed on May 21, 2023 (Case No. 3:23-cv-00501-AMO; the "NDCA Class Action Matter"), as well as motions to dismiss and motions to compel arbitration. In addition to the aforementioned claims, the plaintiffs in the now consolidated matter bring claims under the Illinois Consumer Fraud and Deceptive Business Practices Act, common law negligence and negligence per se, in each case, pleaded in the alternative. The plaintiffs are seeking various forms of monetary damages (such as statutory damages, compensatory damages, attorneys’ fees and disgorgement of profits) as well as injunctive relief. Briefing on the motions to dismiss and motions to compel arbitration was completed on August 24, 2023. On October 27, 2023, six plaintiffs filed a class action complaint (Case No. 1:23-cv-24127-BB; the “SDFL Class Action Matter”) against us in the United States District Court for the Southern District of Florida ("SDFL"). The plaintiffs alleged, on behalf of the same nationwide class as the NDCA Class Action Matter, substantially the same statutory and common law violation claims as alleged in that matter as well as claims based on the federal Electronic Communications Privacy Act, invasion of privacy under California common law and the California constitution, invasion of privacy under New Jersey's Constitution, and violations of Pennsylvania’s Wiretapping and Electronic Surveillance Control Act, Florida’s Security of Communications Act, New York’s Civil Rights Law and Stop Hack and Improve Electronic Data Security Act. The plaintiffs in the SDFL Class Action Matter seek various forms of monetary damages as well as injunctive and other unspecified equitable relief. On October 27, 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action Matter, on behalf of a nationwide settlement class that includes the NDCA Class Action Matter, which provides for a payment of $ 13.0 million by us. On October 30, 2023, the plaintiffs in the SDFL Class Action Matter filed a motion and memorandum in support of preliminary approval of the proposed class action settlement and, on October 31, 2023, the SDFL granted preliminary approval of the proposed settlement. Members of the class have the opportunity to opt-out of the class and commence their own actions. In response to the proposed settlement in the SDFL Class Action Matter, plaintiffs in the NDCA Class Action Matter filed (i) on November 1, 2023, a motion in the NDCA for an order to require us to cease litigation of, or alternatively file a motion to stay in, the SDFL Class Action Matter and enjoin us from seeking settlement with counsel other than plaintiffs’ counsel in the NDCA Class Action Matter; and (ii) on November 2, 2023, a motion in the SDFL for that court to allow them to intervene and appear in the SDFL action, transfer the SDFL Class Action Matter to the NDCA and reconsider and deny its preliminary approval of the proposed settlement. The SDFL has issued an order requiring the SDFL plaintiffs to, among other things, file a response to the NDCA plaintiffs' motion to intervene. Additionally, U.S. District Judge Araceli Martínez-Olguín in the NDCA issued an order for us to show cause as to why we should not be sanctioned for an alleged failure to provide notification to the NDCA of the pendency of the SDFL Class Action Matter. We filed our written response to this order on November 8, 2023. The NDCA held a hearing on November 14, 2023, and ordered parties to the litigation to participate in mediation. The parties participated in mediation on January 10, 2024, and agreed to participate in an additional day of mediation, which occurred on March 7, 2024. On December 3, 2024, the SDFL plaintiffs filed a voluntary motion to dismiss, with prejudice, which was approved by the court on December 4, 2024. On November 25, 2024, we entered into a settlement agreemen t with the NDCA plaintiffs for $ 25.0 million , subject to approval by the court. On June 12, 2025, the court denied the motion for preliminary approval of the settlement with prejudice, with leave for the plaintiffs to refile with additional information requested by the court. Based on the settlement agreement, an estimated probable loss of $ 25.0 million was included within accrued expenses and other current liabilities on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. Additionally, we estimated a probable loss of $ 5.5 million relating to the indemnification of certain parties named in the class action lawsuits, which was included within accrued expenses and other current liabilities on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. While these amounts represent our best judgment of the probable 12 Table of Contents losses based on the information currently available to us, they are subject to significant judgments and estimates and numerous factors beyond our control, including, without limitation, final approval of the court. On November 19, 2025, together with another party named in the class action lawsuit, we filed an amended settlement agreement. On November 26, 2025, plaintiffs filed a motion for preliminary approval of the class settlement. On January 16, 2026, the court denied the motion for preliminary approval of the settlement, requesting additional information from the plaintiffs. On March 24, 2026, the plaintiffs filed an administrative motion for leave to submit supplemental brief to address the court's concerns and request for status conference. On March 26, 2026, the court denied the motion but granted plaintiffs leave to submit a new motion for preliminary approval. The terms of the amended settlement agreement were reflective of the aggregate probable loss recorded in connection with this matter and, as such, we did not accrue for any additional amounts. The results of legal proceedings are inherently uncertain, and upon final resolution of these matters, it is reasonably possible that the actual loss may differ from our estimates. Consumer state litigations - On May 28, 2024, The Bert and Annette Mullens Foundation ("Mullens Foundation") filed a lawsuit against us in Pope County, Arkansas, alleging that we violated an Arkansas statute related to the distribution of health-related discount cards. Specifically, the statute provides that each discount card must “expressly provide in bold and prominent type that the discounts are not insurance.” Ark. Code Ann. § 4-106-201(1). Furthermore, the statute provides that each card must “expressly provide in bold and prominent type on the card or in a statement attached to the card that the consumer has the right to cancel his or her registration within thirty (30) days from the effective date of the card.” Ark. Code Ann. § 4-106-201(2). The plaintiff alleges that our cards did not comply with these requirements, and sought an injunction and statutory damages. We filed a motion to dismiss the complaint, which was denied on December 2, 2024. On May 9, 2025, the Arkansas Attorney General moved to intervene in the case. On May 13, 2025, the plaintiff moved for partial summary judgment, which we and the Arkansas Attorney General opposed. Separately, on September 24, 2025, the State of Arkansas, ex rel. Tim Griffin, Attorney General, filed suit in Faulkner County, Arkansas alleging the same violations of Ark. Code Ann. § 4-106-201 et seq. as the Mullens Foundation in addition to violations of the Arkansas Deceptive Trade Practices Act ("ADTPA"). On September 25, 2025, the Circuit Court of Faulkner County entered a Consent Judgment through which the plaintiff, acting parens patriae for the people of Arkansas, released us from any and all claims and remedies available or potentially available under the ADTPA and the discount card statute, Ark. Code Ann. §§ 4-106-201 et seq. for GoodRx discount cards sold, marketed, promoted, advertised, or otherwise distributed in Arkansas from January 1, 2022 until the effective date of the agreement. As part of the Consent Judgment we also agreed to pay immaterial monetary relief. Furthermore, on June 11, 2024, the Minnesota Teamsters Service Bureau, also filed a lawsuit against us in Hennepin County, Minnesota, alleging that we violated a Minnesota statute related to the distribution of health-related discount cards. Specifically, the statute provides that each discount card must “expressly provide in bold and prominent type that the discounts are not insurance.” Minn. Stat. Ann. § 325F.784, subd. 1(1). The plaintiff alleges that our cards do not comply with these requirements and also seeks an injunction and statutory damages. We filed a motion to dismiss the complaint, which was denied on December 17, 2024. On June 10, 2025, the plaintiff moved to dismiss some of our counterclaims; the court granted the motion to dismiss. Discovery has been completed in Minnesota. On October 10, 2025, we moved for summary judgment and plaintiff moved for partial summary judgment. On February 5, 2026, the court entered an order on our motion for summary judgment, directing that judgment be entered dismissing plaintiff’s claims as time-barred. On April 10, 2026, plaintiff filed a notice of appeal regarding the court’s summary judgment decision. We intend to vigorously defend against the claims asserted in the Mullens Foundation matter and the Minnesota Teamsters Service Bureau matters as we believe we have meritorious defenses to such claims. While it is reasonably possible a loss may have been incurred, we have not accrued a loss as a loss is not probable and we are unable to estimate a loss or range of loss. These pending proceedings involve complex questions of fact and law and may require the expenditure of significant funds and the diversion of other resources to defend. In addition, during the normal course of business, we (including our directors and officers whom we indemnify) may become subject to, and are presently involved in, legal proceedings, claims and litigation. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Aside from the consumer privacy class action matter, we have not accrued for a material loss for any other matters as a loss is not probable and a loss, or a range of loss, is not reasonably estimable. Accruals for loss contingencies are recognized when a loss is probable, and the amount of such loss can be reasonably estimated. See "Note 4 . Accrued Expenses and Other Current Liabilities" for additional information. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. Insurance recovery receivables of $ 11.9 million were included in prepaid expenses and other current assets on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. 13 Table of Contents 8 . Revenue For the three months ended March 31, 2026 and 2025 , revenue comprised the following: Three Months Ended March 31, (in thousands) 2026 2025 Prescription transactions revenue $ 113,692 $ 148,923 Subscription revenue 24,393 21,017 Pharma Direct revenue 52,230 28,648 Other revenue 3,691 4,382 Total revenue $ 194,006 $ 202,970 9 . Stockholders' Equity On February 27, 2024, our board of directors ("Board") authorized the repurchase of up to an aggregate of $ 450.0 million of our Class A common stock with no expiration date. Repurchases under this repurchase program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs, or under a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act. This repurchase program does not obligate us to acquire any particular amount of Class A common stock and may be modified, suspended or terminated at any time at the discretion of our Board. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. As of March 31, 2026 , we had $ 60.2 million available for future repurchases of our Class A common stock under this repurchase program. In March 2025, we repurchased 10.0 million , 7.0 million , and 3.0 million shares of our Class A common stock (after giving effect to the automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from related parties, Francisco Partners IV, L.P. and Francisco Partners IV-A, Idea Men, LLC, and Spectrum Equity VII, L.P., Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund, L.P., respectively, for an aggregate repurchase of 20.0 million shares of our Class A common stock at a price of $ 4.20 per share, in each case representing a discount from our closing share price of $ 4.42 as of the last trading day prior to the execution date of these transactions. The aggregate consideration for these repurchases was $ 84.9 million , inclusive of direct costs and estimated excise taxes associated with these transactions. These related party repurchases were approved by our Board and its Audit and Risk Committee as part of the aforementioned repurchase programs. The following table presents information about our repurchases of our Class A common stock: Three Months Ended March 31, (in thousands) 2026 2025 Number of shares repurchased 5,536 23,340 Cost of shares repurchased $ 12,641 $ 100,920 10 . Basic and Diluted Earnings Per Share The computation of earnings per share for the three months ended March 31, 2026 and 2025 is as follows: Three Months Ended March 31, (in thousands, except per share amounts) 2026 2025 Numerator: Net income $ 1,169 $ 11,052 Denominator: Weighted average shares - basic 340,531 379,196 Dilutive impact of stock options and restricted stock units 893 460 Weighted average shares - diluted 341,424 379,656 Earnings per share: 14 Table of Contents Basic $ 0.00 $ 0.03 Diluted $ 0.00 $ 0.03 The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings per share for the periods presented because including them would have been antidilutive: Three Months Ended March 31, (in thousands) 2026 2025 Stock options and restricted stock units 45,896 41,161 15 Table of Contents