What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-06 · 134 added, 66 removed, 343 unchanged (37% of the section changed)

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in January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such

Effective January 1, 2025, Monthly Active Consumers from acquired companies are included

beginning from the acquisition date.

Monthly Active Consumers from acquired companies are included beginning from the acquisition date.

• " partner pharmacies " refers to select licensed pharmacies with whom we have direct contractual agreements.

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• “ subscribers ” and similar references refer to our consumers that are subscribed to our subscription offerings,

GoodRx Gold (“ Gold ”), condition-specific subscription programs which first launched in June 2025, and

RxSmartSaver+ powered by GoodRx (" RxSmartSaver+ ") which launched in July 2025.

GoodRx Gold (“ Gold ”), condition-specific subscription programs which first launched in June 2025,

RxSmartSaver+ powered by GoodRx (" RxSmartSaver+ ") which launched in July 2025, and GoodRx

Companion which launched its monthly and annual plans in May and July 2026, respectively.

References to

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the leading consumer-focused digital healthcare platform in the United States.

For example, in the first quarter of 2026, we

For instance, in the first quarter of 2026, we

announced the launch of Employer Direct, a new platform designed to help employers address gaps in traditional insurance

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Norvasc ® , at a significantly lower cash price through our platform.

Additionally, we launched GoodRx Companion in the

second quarter of 2026, a new subscription offering that provides consumers access to free and low-cost generic

medications, affordable online care visits, and savings on routine healthcare services.

With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our

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Based on preliminary data, this utilization

appears to be incremental, expanding access to new patients rather than displacing existing demand.

The potential impact

of TrumpRx on our business, offerings, or results of operations remains uncertain and could be material.

introduction of these federal initiatives, including the renewed focus on Most-Favored-Nation pricing, the market is shifting

decisively toward greater transparency and direct-to-consumer access.

For us, this evolution is both an opportunity and a

clear validation of our mission.

appears to be incremental, expanding access to new patients rather than displacing existing demand, and has not had a

material impact on our business to date.

In May 2026, an expansion of TrumpRx was announced to include more than 600

generic medications and additional price-comparison and pharmacy fulfillment tools, with integrated discount offerings from

GoodRx and other direct-to-consumer pharmacy platforms.

The potential impact of TrumpRx on our business, offerings, or

results of operations remains uncertain and could be material.

With the introduction of these federal initiatives, including the

renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward greater transparency and direct-to-

consumer access.

For us, this evolution is both an opportunity and a clear validation of our mission.

Conversely, we have seen rapid changes in the U.S.

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These external factors have

adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers that we expect

will continue in the near term and are reflected in our year-over-year comparative results below.

While our prescription transactions offering remains foundational, given the evolving dynamics of prescription access

and pharmacy economics, including the growing relevance of self-pay and direct-to-consumer distribution models, we are

continuing to position our Pharma Direct offering as a key driver of growth.

As these programs scale, our focus is shifting

from launch to how affordability is surfaced and discovered by consumers, and we are developing new ways for

manufacturers to engage patients on GoodRx.

When manufacturers utilize GoodRx as a channel, these programs are

accessible across our nationwide pharmacy network, supporting consumer choice and access.

As we increase investment in

our Pharma Direct as well as subscription offerings, we expect near-term impact on our prescription transactions unit

economics and revenue in 2026.

Accordingly, while this transition may impact near-term financial performance, we believe it

enhances our long-term growth prospects and ability to create sustainable value.

For the three months ended March 31, 2026 as compared to the same period of 2025 :

adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers, all of which we

expect will continue in the near term and are reflected in our year-over-year comparative results below .

While our prescription transactions offering remains foundational to our business, we are increasingly directing

investment toward Pharma Direct and subscription offerings, which are becoming larger contributors to our growth.

Pharma Direct, we are expanding manufacturer-sponsored affordability programs and creating additional ways for

manufacturers to reach and engage consumers through the GoodRx platform.

Within subscriptions, we are broadening our

offerings and making them a more integrated part of the consumer experience to deliver value beyond an individual

prescription and deepen our relationships with consumers.

As these offerings continue to scale, we expect near-term

pressure on our Monthly Active Consumers, prescription transactions revenue and unit economics during 2026.

we believe this evolution will deliver greater value to consumers, deepen engagement, improve retention and position us for

more durable, sustainable long-term growth.

For the three months ended June 30, 2026 as compared to the same period of 2025 :

• Revenue decreased to $200.4 million from $203.1 million ;

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million and 34.2% , respectively.

For the six months ended June 30, 2026 as compared to the same period of 2025 :

• Revenue decreased to $394.4 million from $406.0 million ;

• Net income and net income margin were $9.7 million and 2.5% , respectively, compared to $23.9 million and

5.9% , respectively;

• Adjusted EBITDA and Adjusted EBITDA Margin were $122.0 million and 30.9% , respectively, compared to

$139.2 million and 34.3% , respectively.

Revenue, net income and net income margin are financial measures prepared in conformity with accounting principles

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they are not indicative of past or future underlying performance of the business.

For the three months ended March 31, 2026

For the three and six months ended June

30, 2026 and 2025 , revenue equaled Adjusted Revenue.

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measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:

Three Months Ended March 31,

Three Months Ended

Six Months Ended

(dollars in thousands)

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Restructuring related expenses (2)

Legal settlement expenses (3)

Stock-based compensation expense

Payroll tax expense related to stock-based compensation

Payroll tax expense related to stock-based

Loss on operating lease asset (4)

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capitalized software.

(3) Legal settlement expenses consist of periodic settlement costs for significant or unusual litigation matters.

(4) Loss on operating lease asset represents losses incurred from time to time relating to the impairment or

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Results of Operations

The following table sets forth our results of operations for the three months ended March 31, 2026 and 2025 :

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following table sets forth our results of operations for the three months ended June 30, 2026 and 2025 :

(dollars in thousands)

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number of our Monthly Active Consumers due to the broader changes in the retail pharmacy landscape including store

closures and volume reduction in one of our integrated savings programs as discussed above.

The year-over-year decrease

was also due to lower unit economics which we expect to continue in the near-term as w e made deliberate decisions to

favor long-term durability and certainty.

The impact from these factors was partially offset by r evenue contribution from our

2025 acquisitions which provided a 3% year-on-year increase in prescription transactions revenue.

Subscription revenue increased $3.4 million , or 16% , year-over-year, primarily driven by the introduction of our

condition-specific subscription programs beginning in the second quarter of 2025 and a related increase in the number of

subscription plans with 717 thousand subscription plans as of March 31, 2026 compared to 680 thousand as of March 31,

closures and volume reduction in one of our integrated savings programs as discussed above, as well as the deliberate shift

of product and marketing investment toward our new subscription offerings.

The year-over-year decrease was also due to

lower unit economics which we expect to continue in the near-term as we made deliberate decisions to favor long-term

durability and certainty.

The impact from these factors was partially offset by revenue contribution from a prescription

delivery technology business we acquired in October 2025, which provided a 3% year-over-year increase in prescription

transactions revenue.

S ubscription revenue increased $8.1 million , or 39% , year-over-year, primarily driven by the expansion and growth of

our condition-specific subscription programs, in particular weight loss , as well as a resulting increase in the number of

subscription plans with 764 thousand subscription plans as of June 30, 2026 compared to 668 thousand as of June 30,

Pharma Direct revenue increased $26.6 million , or 76% , year-over-year, driven by organic growth as we continued to

expand our market penetration with pharma manufacturers and other customers, in particular consumer direct pricing.

expand our market penetration with pharma manufacturers and other customers, in particular our GLP-1 access programs ,

which are part of our consumer direct pricing .

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue increased $6.8 million , or 51% , year-over-year, primarily driven by a $3.5 million increase in

prescription delivery costs from ScriptDrop, Inc., a business we acquired in October 2025, a $3.0 million increase in

fulfillment costs for certain solutions provided to customers under our Pharma Direct offering, and a $2.5 million increase in

costs related to our condition-specific subscription programs .

We expect cost of revenue to continue to grow on a year-on-

year basis in the near term as we continue to scale and expand our various offerings.

Cost of revenue increased $7.6 million , or 57% , year-over-year, primarily driven by a $3.8 million increase in costs

related to our condition-specific subscription programs , a $3.8 million increase in prescription delivery costs as a result of a

prescription delivery technology business we acquired in October 2025 and a $3.0 million i ncrease in fulfillment costs for

certain solutions provided to customers under our Pharma Direct offering.

The impact of these drivers was partially offset by

a $1.8 million decrease in processing fees.

We expect cost of revenue to continue to increase on a year-over-year basis in

the near term as we continue to scale and expand our offerings, particularly our Pharma Direct and subscription offerings.

Product development and technology

Product development and technology expenses remain ed relatively flat year-over-year.

Product development and technology expenses decreased $3.2 million , or 11% , year-over-year, primarily driven by a

decrease in personnel related costs due to lower average headcount.

Sales and marketing

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General and administrative

General and administrative expenses decreased $2.8 million , or 9% , year-over-year, primarily driven by a $4.4 million

impairment loss related to a leased office space in 2025.

General and administrative expenses decreased $3.6 million , or 13% , year-over-year, primarily driven by credit losses

recognized in 2025 on accounts receivables associated with Rite Aid's bankruptcy.

Depreciation and amortization

Depreciation and amortization expenses remained relatively flat year-over-year.

Depreciation and amortization expenses increased $2.5 million , or 13% , year-over-year, primarily driven by higher

amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction

of new products and features.

Interest Income

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Interest Expense

Interest expense remained relatively flat year-over-year.

For the three months ended March 31, 2026 and 2025 , we had income tax expense of $4.5 million and $5.6 million ,

I nterest expense decreased $0.9 million , or 9% , year-over-year primarily due to lower average debt balances and lower

interest rates.

For the three months ended June 30, 2026 and 2025 , we had income tax expense of $6.9 million and $6.7 million ,

respectively, and an effective income tax rate of 44.8% and 34.4% , respectively.

The year-over-year decrease in income tax

expense was primarily driven by a decrease in income before income taxes, partially offset by an increase in the estimated

annual effective income tax rate and tax effects from our equity awards.

While income tax expense remained

relatively flat year-over-year, the increase in effective income tax rate was primarily driven by an increase in the estimated

annual effective income tax rate and tax effects from our equity awards, partially offset by a decrease in income before

income taxes.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table sets forth our results of operations for the six months ended June 30, 2026 and 2025 :

(dollars in thousands)

Prescription transactions revenue

Subscription revenue

Pharma Direct revenue

Other revenue

Total revenue

Costs and operating expenses:

Cost of revenue, exclusive of

depreciation and amortization

presented separately below

Product development and technology

Sales and marketing

General and administrative

Depreciation and amortization

Total costs and operating expenses

Operating income

Other expense, net:

Interest income

Interest expense

Total other expense, net

Income before income taxes

Income tax expense

The year-over-year changes in prescription transactions revenue, subscription revenue, and Pharma Direct revenue

were driven by the same factors described above for the three months ended June 30, 2026 compared to the same period

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue increased $14.4 million , or 54% , year-over-year, primarily driven by a $7.3 million increase in

prescription delivery costs as a result of a prescription delivery technology business we acquired in October 2025, a $6.3

million increase in costs related to our condition-specific subscription programs, and a $6.0 million increase in fulfillment

costs for certain solutions provided to customers under our Pharma Direct offering.

The impact of these drivers was partially

offset by a $3.2 million decrease in processing fees.

We expect cost of revenue to continue to increase on a year-over-year

basis in the near term as we continue to scale and expand our offerings, particularly our Pharma Direct and subscription

Remaining Costs and Operating Expenses, Interest Income, Interest Expense and Income Taxes

The year-over-year changes in product development and technology, sales and marketing, depreciation and

amortization expenses, interest income, interest expense and income taxes were primarily driven by the same factors

described above for the three months ended June 30, 2026 compared to the same period of 2025 .

In addition, the year-

over-year decrease in general and administrative expenses was further driven by a $4.4 million impairment loss related to a

leased office space recognized in 2025.

Liquidity and Capital Resources

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issuances, and borrowings under our long-term debt arrangements.

As of March 31, 2026 , our principal sources of liquidity

As of June 30, 2026 , our principal sources of liquidity

are our cash and cash equivalents and borrowings available under our $88.0 million secured revolving credit facility that

matures on April 10, 2029 .

As of March 31, 2026 , we had cash and cash equivalents of $235.7 million and $80.4 million

As of June 30, 2026 , we had cash and cash equivalents of $296.1 million and $80.4 million

available under our revolving credit facility.

As of March 31, 2026 , there were no material changes to our primary short-term and long-term requirements for liquidity

As of June 30, 2026 , there were no material changes to our primary short-term and long-term requirements for liquidity

and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's Discussion and Analysis of

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Based on these restrictions, all of the net assets of GoodRx,

were restricted pursuant to the terms of our debt arrangements as of March 31, 2026 .

were restricted pursuant to the terms of our debt arrangements as of June 30, 2026 .

Since the restricted net assets of

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information of GoodRx Holdings, Inc.

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

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Net cash used in investing activities

The $30.2 million year-over-year decrease in net cash used in investing activities was almost entirely driven by cash

paid for a business acquisition in 2025.

The $34.1 million year-over-year decrease in net cash used in investing activities was primarily driven by cash paid for

VCRx, a business we acquired in January 2025.

Net cash used in financing activities

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Critical Accounting Policies and Estimates

During the three months ended March 31, 2026 , there have been no significant changes to our critical accounting

policies and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial

During the three months ended June 30, 2026 , there have been no significant changes to our critical accounting policies

and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” of our 2025 10-K.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis