gdrx-20250930
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________
FORM 10-Q
________________________________
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2025
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______.
Commission File Number: 001-39549
________________________________
GoodRx Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
________________________________
Delaware | 47-5104396 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2701 Olympic Boulevard Santa Monica, CA | 90404 |
(Address of principal executive offices) | (Zip Code) |
(855) 268-2822
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A common stock, $0.0001 par value per share | GDRX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | Accelerated filer | x | |
Non-accelerated filer | o | Smaller reporting company | o | |
Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 28, 2025, the registrant had 105,468,832 shares of Class A common stock, $0.0001 par value per share, and
233,964,187 shares of Class B common stock, $0.0001 par value per share, outstanding.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All
statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking
statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,”
“potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in
this Quarterly Report on Form 10-Q include, but are not limited to statements regarding our future results of operations and
financial position, industry and business trends, the anticipated impact of ongoing changes in the U.S. retail pharmacy
landscape and macroeconomic environment, the impact of store closures and the announced bankruptcy of one of our retail
partners on our business, the potential impact of the new government-sponsored direct-to-consumer platform called
“TrumpRx.gov” and other evolving federal initiatives on our business, our value proposition, our collaborations and
partnerships with third parties, the impact of the recent volume reduction in one of our integrated savings programs, the
anticipated expansion of our condition-specific subscription program, stock compensation, our stock repurchase program,
realizability of deferred tax assets, impacts from recent tax legislation, our business strategy, our plans, market opportunity
and growth and our objectives for future operations.
The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these
forward-looking statements largely on our current expectations and projections about future events and financial trends that
we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known
and unknown risks, uncertainties and other important factors that may cause our actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to, risks related to our limited operating history and early stage of
growth; our recent growth rates may not be sustainable or indicative of future growth; our ability to achieve broad market
education and change consumer purchasing habits; our general ability to continue to attract, acquire and retain consumers
in a cost-effective manner; our significant reliance on our prescription transactions offering and ability to expand our
offerings; changes in medication pricing and the significant impact of pricing structures negotiated by industry participants;
our general inability to control the categories and types of prescriptions for which we can offer savings or discounted prices;
our reliance on a limited number of industry participants, including pharmacy benefit managers, pharmacies, and pharma
manufacturers; the competitive nature of our industry; risks related to pandemics, epidemics or outbreak of infectious
disease; the accuracy of our estimate of our addressable market and other operational metrics; our ability to respond to
changes in the market for prescription pricing and to maintain and expand the use of GoodRx codes; our ability to maintain
positive perception of our platform or maintain and enhance our brand; risks related to any failure to maintain effective
internal control over financial reporting; risks related to use of social media, emails, text messages and other messaging
channels as part of our marketing strategy; our dependence on our information technology systems and those of our third-
party vendors, and risks related to any failure or significant disruptions thereof; risks related to government regulation of the
internet, e-commerce, consumer data and privacy, information technology and cybersecurity; risks related to the use of AI
and machine learning in our business; risks related to a decrease in consumer willingness to receive correspondence or any
technical, legal or any other restrictions to send such correspondence; risks related to any failure to comply with applicable
data protection, privacy and security, advertising and consumer protection laws, regulations, standards, and other
requirements; our ability to utilize our net operating loss carryforwards and certain other tax attributes; the risk that we may
be unable to realize expected benefits from our restructuring and cost reduction efforts; our ability to attract, develop,
motivate and retain well-qualified employees; risks related to our acquisition strategy; risks related to our debt arrangements;
interruptions or delays in service on our apps or websites or any undetected errors or design faults; our reliance on third-
party platforms to distribute our platform and offerings, including software as-a-service technologies; systems failures or
other disruptions in the operations of these parties on which we depend; risks related to climate change; the increasing
focus on environmental sustainability and social initiatives; risks related to our intellectual property; risks related to operating
in the healthcare industry; risks related to our organizational structure; litigation related risks; our ability to accurately
forecast revenue and appropriately plan our expenses in the future; risks related to general economic factors, natural
disasters or other unexpected events; risks related to fluctuations in our tax obligations and effective income tax rate which
could materially and adversely affect our results of operations; risks related to the healthcare reform legislation and other
proposed or future changes impacting the healthcare industry and healthcare spending which may adversely affect our
business, financial condition and results of operations; as well as the other important factors discussed in the sections
entitled “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 10-K”) and
this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission (“SEC”). The
forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date
of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements,
such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted
an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently
uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on
Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future
results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of
our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date
of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any
forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information,
future events or otherwise.
We periodically post information that may be important to investors on our investor relations website at https://
investors.goodrx.com. We intend to use our website as a means of disclosing material non-public information and for
complying with our disclosure obligations under Regulation FD. Accordingly, investors and potential investors are
encouraged to consult our website regularly for important information, in addition to following GoodRx’s press releases,
filings with the SEC and public conference calls and webcasts. The information contained on, or that may be accessed
through, our website is not incorporated by reference into, and is not a part of, this Quarterly Report on Form 10-Q.
Table of Contents
Page | ||
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GoodRx Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except par values) | September 30, 2025 | December 31, 2024 | |
Assets | |||
Current assets | |||
Cash and cash equivalents | $273,529 | $448,346 | |
Accounts receivable, net | 203,738 | 145,934 | |
Prepaid expenses and other current assets | 88,248 | 64,975 | |
Total current assets | 565,515 | 659,255 | |
Property and equipment, net | 11,276 | 12,664 | |
Goodwill | 421,719 | 410,769 | |
Intangible assets, net | 62,773 | 52,102 | |
Capitalized software, net | 142,118 | 124,781 | |
Operating lease right-of-use assets, net | 29,694 | 27,794 | |
Deferred tax assets, net | 69,093 | 77,182 | |
Other assets | 23,319 | 23,520 | |
Total assets | $1,325,507 | $1,388,067 | |
Liabilities and stockholders' equity | |||
Current liabilities | |||
Accounts payable | $28,725 | $14,137 | |
Accrued expenses and other current liabilities | 143,372 | 99,130 | |
Current portion of debt | 5,000 | 5,000 | |
Operating lease liabilities, current | 4,761 | 5,636 | |
Total current liabilities | 181,858 | 123,903 | |
Debt, net | 484,114 | 486,711 | |
Operating lease liabilities, net of current portion | 51,260 | 46,040 | |
Other liabilities | 7,563 | 6,755 | |
Total liabilities | 724,795 | 663,409 | |
Commitments and contingencies (Note 8) | |||
Stockholders' equity | |||
Preferred stock, $0.0001 par value; 50,000 shares authorized and nil shares issued and outstanding at September 30, 2025 and December 31, 2024 | — | — | |
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 98,304 and 105,946 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively; and Class B: 1,000,000 shares authorized, 242,869 and 276,869 shares issued and outstanding at September 30, 2025 and December 31, 2024 | 34 | 38 | |
Additional paid-in capital | 2,016,677 | 2,165,633 | |
Accumulated deficit | (1,415,999) | (1,441,013) | |
Total stockholders' equity | 600,712 | 724,658 | |
Total liabilities and stockholders' equity | $1,325,507 | $1,388,067 |
See accompanying notes to condensed consolidated financial statements.
2
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
(in thousands, except for per share amounts) | 2025 | 2024 | 2025 | 2024 | |||
Revenue | $196,028 | $195,251 | $602,068 | $593,741 | |||
Costs and operating expenses: | |||||||
Cost of revenue, exclusive of depreciation and amortization presented separately below | 13,419 | 11,684 | 40,133 | 36,022 | |||
Product development and technology | 31,012 | 30,139 | 92,087 | 92,010 | |||
Sales and marketing | 83,532 | 89,867 | 252,944 | 273,285 | |||
General and administrative | 32,014 | 25,619 | 90,023 | 94,316 | |||
Depreciation and amortization | 21,431 | 17,535 | 62,072 | 50,442 | |||
Total costs and operating expenses | 181,408 | 174,844 | 537,259 | 546,075 | |||
Operating income | 14,620 | 20,407 | 64,809 | 47,666 | |||
Other expense, net: | |||||||
Other (expense) income | — | (2,660) | 694 | (2,660) | |||
Loss on extinguishment of debt | — | (2,077) | — | (2,077) | |||
Interest income | 2,309 | 4,797 | 9,044 | 18,686 | |||
Interest expense | (10,829) | (12,355) | (32,202) | (41,564) | |||
Total other expense, net | (8,520) | (12,295) | (22,464) | (27,615) | |||
Income before income taxes | 6,100 | 8,112 | 42,345 | 20,051 | |||
Income tax expense | (4,981) | (4,147) | (17,331) | (10,401) | |||
Net income | $1,119 | $3,965 | $25,014 | $9,650 | |||
Earnings per share: | |||||||
Basic | $0.00 | $0.01 | $0.07 | $0.03 | |||
Diluted | $0.00 | $0.01 | $0.07 | $0.02 | |||
Weighted average shares used in computing earnings per share: | |||||||
Basic | 346,776 | 379,667 | 360,746 | 385,553 | |||
Diluted | 347,810 | 388,504 | 361,423 | 393,477 | |||
Stock-based compensation included in costs and operating expenses: | |||||||
Cost of revenue | $86 | $86 | $308 | $226 | |||
Product development and technology | 5,050 | 6,384 | 17,043 | 18,491 | |||
Sales and marketing | 4,456 | 9,725 | 16,267 | 27,248 | |||
General and administrative | 8,526 | 10,186 | 25,089 | 32,102 | |||
See accompanying notes to condensed consolidated financial statements.
3
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 | ||||
Stock options exercised | 2 | — | 1 | — | 1 | ||||
Stock-based compensation | — | — | 25,880 | — | 25,880 | ||||
Vesting and settlement of restricted stock units | 3,014 | — | — | — | — | ||||
Common stock withheld related to net share settlement | (1,056) | — | (4,548) | — | (4,548) | ||||
Repurchases of Class A common stock | (10,224) | (1) | (46,351) | — | (46,352) | ||||
Issuance of common stock through employee stock purchase plan | 222 | — | 860 | — | 860 | ||||
Net income | — | — | — | 12,843 | 12,843 | ||||
Balance at June 30, 2025 | 352,771 | $35 | $2,060,114 | $(1,417,118) | $643,031 | ||||
Stock options exercised | 35 | — | 58 | — | 58 | ||||
Stock-based compensation | — | — | 21,660 | — | 21,660 | ||||
Vesting and settlement of restricted stock units | 2,648 | — | — | — | — | ||||
Common stock withheld related to net share settlement | (922) | — | (3,567) | — | (3,567) | ||||
Repurchases of Class A common stock | (13,359) | (1) | (61,588) | — | (61,589) | ||||
Net income | — | — | — | 1,119 | 1,119 | ||||
Balance at September 30, 2025 | 341,173 | $34 | $2,016,677 | $(1,415,999) | $600,712 | ||||
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 10.
Stockholders' Equity" for additional information.
4
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, 2023 | 394,087 | $40 | $2,219,321 | $(1,457,403) | $761,958 | ||||
Stock options exercised | 604 | — | 2,666 | — | 2,666 | ||||
Stock-based compensation | — | — | 28,891 | — | 28,891 | ||||
Vesting and settlement of restricted stock units | 2,535 | — | — | — | — | ||||
Common stock withheld related to net share settlement | (954) | — | (6,623) | — | (6,623) | ||||
Repurchases of Class A common stock (1) | (21,329) | (2) | (154,812) | — | (154,814) | ||||
Net loss | — | — | — | (1,009) | (1,009) | ||||
Balance at March 31, 2024 | 374,943 | $38 | $2,089,443 | $(1,458,412) | $631,069 | ||||
Stock options exercised | 1,454 | — | 8,947 | — | 8,947 | ||||
Stock-based compensation | — | — | 30,885 | — | 30,885 | ||||
Vesting and settlement of restricted stock units | 3,262 | — | — | — | — | ||||
Common stock withheld related to net share settlement | (1,231) | — | (9,343) | — | (9,343) | ||||
Repurchases of Class A common stock | — | — | 290 | — | 290 | ||||
Issuance of common stock through employee stock purchase plan | 179 | — | 857 | — | 857 | ||||
Net income | — | — | — | 6,694 | 6,694 | ||||
Balance at June 30, 2024 | 378,607 | $38 | $2,121,079 | $(1,451,718) | $669,399 | ||||
Stock options exercised | 1,106 | — | 6,679 | — | 6,679 | ||||
Stock-based compensation | — | — | 30,604 | — | 30,604 | ||||
Vesting and settlement of restricted stock units | 3,026 | — | — | — | — | ||||
Common stock withheld related to net share settlement | (1,187) | — | (8,959) | — | (8,959) | ||||
Repurchases of Class A common stock | (756) | — | (5,254) | — | (5,254) | ||||
Net income | — | — | — | 3,965 | 3,965 | ||||
Balance at September 30, 2024 | 380,796 | $38 | $2,144,149 | $(1,447,753) | $696,434 | ||||
See accompanying notes to condensed consolidated financial statements.
_____________________________________________________
(1)Repurchases of Class A common stock for the three months ended March 31, 2024 include 20.9 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 $151.4 million. See "Note 10.
Stockholders' Equity" for additional information.
5
GoodRx Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30, | |||
(in thousands) | 2025 | 2024 | |
Cash flows from operating activities | |||
Net income | $25,014 | $9,650 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 62,072 | 50,442 | |
Loss on extinguishment of debt | — | 2,077 | |
Amortization of debt issuance costs and discounts | 1,314 | 2,076 | |
Non-cash operating lease expense | 3,063 | 2,981 | |
Stock-based compensation expense | 58,707 | 78,067 | |
Deferred income taxes | 8,089 | (642) | |
Loss on operating lease asset | 4,409 | — | |
Other | 476 | — | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (57,804) | 12,805 | |
Prepaid expenses and other assets | (23,233) | (12,268) | |
Accounts payable | 14,625 | (23,167) | |
Accrued expenses and other current liabilities | 42,208 | 19,778 | |
Operating lease liabilities | (4,732) | (3,250) | |
Other liabilities | 808 | 600 | |
Net cash provided by operating activities | 135,016 | 139,149 | |
Cash flows from investing activities | |||
Purchase of property and equipment | (2,280) | (1,078) | |
Acquisition | (30,000) | — | |
Capitalized software | (55,910) | (52,625) | |
Net cash used in investing activities | (88,190) | (53,703) | |
Cash flows from financing activities | |||
Proceeds from long-term debt | — | 472,033 | |
Payments on long-term debt | (3,750) | (639,038) | |
Payments of debt issuance costs | — | (2,673) | |
Repurchases of Class A common stock (1) | (206,942) | (158,657) | |
Proceeds from exercise of stock options | 61 | 18,435 | |
Employee taxes paid related to net share settlement of equity awards | (11,872) | (24,922) | |
Proceeds from employee stock purchase plan | 860 | 857 | |
Net cash used in financing activities | (221,643) | (333,965) | |
Net change in cash and cash equivalents | (174,817) | (248,519) | |
Cash and cash equivalents | |||
Beginning of period | 448,346 | 672,296 | |
End of period | $273,529 | $423,777 | |
Supplemental disclosure of cash flow information | |||
Non cash investing and financing activities: | |||
Right-of-use assets obtained in exchange for operating lease liabilities | $9,098 | $1,894 | |
Stock-based compensation included in capitalized software | 12,145 | 12,313 | |
Capitalized software included in accounts payable and accrued expenses and other current liabilities | 8,206 | 7,515 | |
See accompanying notes to condensed consolidated financial statements.
_____________________________________________________
(1)Repurchases of Class A common stock for the nine months ended September 30, 2025 and 2024 include 20.0
million and 20.9 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 and $151.4 million, respectively. See "Note 10. Stockholders' Equity" for additional information.
6
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 ("prescription transactions
offering"). We also offer other healthcare products and services, including subscription programs, pharmaceutical ("pharma")
manufacturer solutions 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, 2024 and the related notes, which are included in our
Annual Report on Form 10-K filed with the SEC on February 27, 2025 ("2024 10-K"). The December 31, 2024 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 and nine months ended September 30, 2025 are not necessarily indicative of the results expected for the full year
ending December 31, 2025.
There have been no material changes in significant accounting policies during the three and nine months ended
September 30, 2025 from those disclosed in “Note 2. Summary of Significant Accounting Policies” in the notes to our
consolidated financial statements included in our 2024 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 disclosed in "Note 2. Summary of Significant Accounting
Policies" in the notes to our consolidated financial statements included in our 2024 10-K. Our CODM is our principal
executive officer, who is our Chief Executive Officer and President beginning in 2025. 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 are provided to our CODM
on a consolidated basis as presented in the accompanying condensed consolidated statements of operations.
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,
7
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
$199.0 million and $405.0 million at September 30, 2025 and December 31, 2024, respectively, 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 each of the three and nine months ended September 30,
2025, no customer accounted for more than 10% of our revenue. For the three months ended September 30, 2024, no
customer accounted for more than 10% of our revenue. For the nine months ended September 30, 2024, two customers
each accounted for 10% of our revenue. At September 30, 2025 and December 31, 2024, no customer accounted for more
than 10% of our accounts receivable balance.
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 and nine months ended September 30, 2025 and 2024. Equity investments included in other
assets on our condensed consolidated balance sheets were $15.0 million as of September 30, 2025 and December 31,
2024.
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
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 asset
group was comprised of an operating lease right-of-use asset and related improvements that we had determined to
sublease in 2022. The facts and circumstances leading to the impairment were primarily based on a recently submitted
sublease proposal which indicated a significant deterioration in the sublease market and rental rates whereby the carrying
value of the asset group may not be recoverable. The estimated fair value was determined by using a discounted cash flow
method which is a non-recurring fair value measurement based on Level 3 inputs. Key inputs used in this estimate included
projected sublease income and a discount rate which incorporated the risk of achievement associated with the forecast. We
otherwise have not recognized any impairment losses of our long-lived assets during the three and nine months ended
September 30, 2025 and 2024.
Recent Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), which amends certain aspects of the
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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.
In July 2025, the FASB issued 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 will be effective for all
entities for annual reporting periods beginning after December 15, 2025, and for interim reporting periods within those
annual reporting periods. Early adoption of this ASU is permitted and should be applied prospectively. We are currently
evaluating the impact of the adoption of this ASU on our consolidated financial statements.
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 statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The
amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the
rate reconciliation and income taxes paid information. This ASU applies to all public entities and will be effective for fiscal
years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025. Early
adoption of this ASU is permitted. The disclosure requirements can be applied either on a prospective or retrospective basis.
We expect the adoption of this ASU will lead to additional income tax disclosures in our consolidated financial statements for
2025 and future annual periods. The additional income tax disclosures are expected to include, but not limited to, additional
specified categories in the rate reconciliation in both percentage and dollar amounts with additional information for
reconciling items that meet a quantitative threshold, as well as disaggregation of income taxes paid by jurisdiction. We plan
to apply the disclosure requirements on a retrospective basis upon adoption.
3. Business Combination
On January 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.
Unaudited supplemental pro forma financial information, revenue and earnings from the date of acquisition, and
transaction costs related to the VCRx acquisition have not been presented because the effects are not material to our
condensed consolidated financial statements.
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4. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
(in thousands) | September 30, 2025 | December 31, 2024 | |
Insurance recovery receivable (1) | $11,900 | $14,900 | |
Income taxes receivable | 1,277 | — | |
Reimbursable third-party payments (2) | 54,004 | 22,944 | |
Other prepaid expenses and other current assets (3) | 21,067 | 27,131 | |
Total prepaid expenses and other current assets | $88,248 | $64,975 |
_____________________________________________________
(1)Represents a receivable for the probable recovery related to an incurred loss in connection with certain
contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This
determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and
ongoing review of the solvency of insurers, among other factors.
(2)Represents payments we make to third parties on behalf of, and reimbursable from, pharma manufacturers in
connection with our consumer affordability solutions, including consumer direct pricing.
(3)Other current assets were not material as of September 30, 2025 and December 31, 2024.
5. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
(in thousands) | September 30, 2025 | December 31, 2024 | |
Accrued bonus and other payroll related | $28,116 | $28,260 | |
Accrued legal settlement | 30,898 | 25,000 | |
Accrued marketing | 11,582 | 14,311 | |
Income taxes payable | 7,677 | 1,457 | |
Reimbursable liabilities (1) | 42,305 | 15,798 | |
Deferred revenue | 6,282 | 6,036 | |
Other accrued expenses | 16,512 | 8,268 | |
Total accrued expenses and other current liabilities | $143,372 | $99,130 |
_____________________________________________________
(1)Represents amounts owed to third parties on behalf of and, as applicable, reimbursable from, pharma
manufacturers in connection with our consumer affordability solutions, including consumer direct pricing.
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 September 30, 2025 will be recognized
as revenue within the subsequent twelve months. Of the $6.0 million of deferred revenue at December 31, 2024, $0.5 million
and $5.7 million was recognized as revenue during the three and nine months ended September 30, 2025, respectively.
Revenue recognized during the three and nine months ended September 30, 2024 of $0.5 million and $6.9 million,
respectively, was included as deferred revenue at December 31, 2023.
6. 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 September 30, 2025 and 2024 was 81.7% and 51.1%,
respectively. The effective income tax rate for the nine months ended September 30, 2025 and 2024 was 40.9% and 51.9%,
respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three
and nine months ended September 30, 2025 and 2024 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.
On July 4, 2025, H.R. 1, titled "A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 14," commonly
referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA contains several changes to corporate
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taxation including, but not limited to, capitalization of research and development expenses, limitations on deductions for
interest expense and accelerated fixed asset depreciation. The effect of changes in tax rates and laws is recognized in the
period of enactment. We completed an initial assessment of the impact from the OBBBA and recorded the estimated effects
to our income tax expense for three and nine months ended September 30, 2025. Specifically, the estimated effects were
principally a timing difference between current and deferred taxes and therefore an adjustment to our net deferred tax assets
and net income taxes payable was recorded. We do not currently expect the OBBBA to have a material impact on our 2025
effective income tax rate.
7. 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 $100.0 million
(the "Revolving Credit Facility") of which $12.0 million matured on July 11, 2025 and the remaining $88.0 million will mature
on April 10, 2029. As of September 30, 2025, 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 2024 10-K.
The effective interest rate on our term loans for the three months ended September 30, 2025 and 2024 was 8.70% and
9.60%, respectively. The effective interest rate on our term loans for the nine months ended September 30, 2025 and 2024
was 8.61% and 9.04%, respectively.
We had no borrowings against the Revolving Credit Facility as of September 30, 2025 and December 31, 2024.
We had outstanding letters of credit issued against the Revolving Credit Facility for $7.8 million and $8.3 million as of
September 30, 2025 and December 31, 2024, respectively, which reduce our available borrowings under the Revolving
Credit Facility.
Our debt balance is as follows:
(in thousands) | September 30, 2025 | December 31, 2024 | |
Principal balance under 2024 Term Loan Facility | $496,250 | $500,000 | |
Less: Unamortized debt issuance costs and discounts | (7,136) | (8,289) | |
$489,114 | $491,711 |
The estimated fair value of our debt approximated its carrying value as of September 30, 2025 and December 31, 2024,
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 September 30, 2025, we were in compliance with our covenants
under the Credit Agreement.
8. Commitments and Contingencies
Aside from the below, as of September 30, 2025, there were no material changes to our commitments and
contingencies as disclosed in the notes to our consolidated financial statements included in our 2024 10-K.
Leases
On April 16, 2025, we entered into a non-cancellable office lease agreement in New York, New York that extended the
lease term of an existing space and provided for a new space, both of which end in early 2036. The total future minimum
lease payments are approximately $14.7 million.
Legal Contingencies
Consumer privacy class action - Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five
separate putative class actions 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
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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 agreement, 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 recognized within accrued expenses and
other current liabilities on our consolidated balance sheet as of December 31, 2024, and remained accrued as of September
30, 2025. While this amount represents our best judgment of the probable loss based on the information currently available
to us, it is subject to significant judgments and estimates and numerous factors beyond our control, including, without
limitation, final approval of the court. Additionally, in the third quarter of 2025, we estimated a probable loss of $5.5 million
relating to the indemnification of certain parties named in the class action lawsuits. We have accrued this estimated probable
loss within accrued expenses and other current liabilities on our condensed consolidated balance sheet as of September 30,
2025. 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.
Securities class action & derivative lawsuits - On April 22, 2024, Lisa Marie Barsuli, individually and on behalf of all
others similarly situated, filed a class action lawsuit against us and certain of our executive officers in the United States
District Court for the Central District of California (Case No. 2:24-cv-3282). The plaintiffs seek compensatory damages and
equitable relief as well as interest, fees and costs. The complaint alleges violations of Sections 10(b) and 20(a) of the
Exchange Act and Rule 10b-5 promulgated thereunder, and asserts that we and certain of our executive officers failed to
disclose to investors the risk relating to a grocery chain taking actions that impacted acceptance of our discounted pricing for
a subset of prescription drugs from PBMs, whose pricing we promote on our platform (the “grocer issue”), which occurred
late in the first quarter of 2022. As alleged in the complaint, when we disclosed the occurrence of the grocer issue, our stock
price fell, causing investor losses. On July 25, 2024, U.S. District Judge André Birotte Jr. appointed The Kalmanson Family
as the lead plaintiff and approved selection of lead plaintiff's counsel. We filed a motion to dismiss the class action lawsuit on
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November 19, 2024. On January 10, 2025, the plaintiffs filed their opposition to our motion to dismiss, and we filed our
response on February 11, 2025.
Additionally, on various dates between May 23, 2024 and November 6, 2024, alleged stockholders Benjamin Solomon
(Case No. 2:24-cv-04301), Joseph Caetano (Case No. 2:24-cv-06993), Colby Mayes (Case No. 2:24-cv-07264), Sharon
Burgs (Case No. 2:24-cv-07281), and Stephen Bushansky (Case No. 2:24-cv-09611) each filed separate derivative lawsuits
in the United States District Court for the Central District of California, in each case, purportedly on behalf of us against
certain of our current and former executive officers and directors. The derivative complaints assert various claims, including
for violations of, and contribution under, the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control,
gross mismanagement, corporate waste and violations of insider trading laws. The claims in each of these derivative
lawsuits are based on allegations substantially similar to those in the class action lawsuit described above and also allege
that we failed to maintain adequate internal controls. The plaintiffs in these derivative lawsuits are seeking declaratory relief,
monetary damages, restitution, disgorgement of alleged illegal profits and/or certain governance reforms. On December 20,
2024, plaintiffs in the derivative lawsuits agreed to consolidate the cases and stay the action pending the resolution of the
securities class action's motion to dismiss. On February 20, 2025, the court granted the stipulation and consolidated the
cases under Case No. 2:24-cv-04301-AB-JPR.
On April 23, 2025, the court granted our motion to dismiss the securities class action lawsuit, without prejudice and with
leave to amend. Plaintiffs in the securities class action did not file an amended complaint. After the court dismissed the
securities class action litigation, the derivative plaintiffs dismissed their claims without prejudice.
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 an 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.
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. 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 5. Accrued Expenses and Other Current Liabilities" for additional information. Loss
recoveries are recognized when a loss has been incurred and the recovery is probable. See "Note 4. Prepaid Expenses and
Other Current Assets" for additional information.
GoodRx as plaintiff in arbitration award - In February 2023, we initiated arbitration against Famulus Health, LLC
(“Famulus”) before the American Arbitration Association in relation to Famulus’ breach of an agreement entered into by
Famulus and us in June 2020, as amended (the “Agreement”). We asserted claims for Famulus' breach of the confidentiality
and exclusivity provisions in the Agreement, seeking to recover damages and injunctive relief. On February 15, 2024, an
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arbitration award was rendered, which included a damages award and a permanent injunction (the "Arbitration Award").
Famulus filed a petition to vacate the Arbitration Award on February 21, 2024 in the United States District Court for the
District of South Carolina ("DSC"). We filed a petition to confirm the Arbitration Award on February 22, 2024 in the DSC. In
April 2024, several motions and oppositions were filed, which were consolidated by the DSC on April 12, 2024. On
September 11, 2024, the DSC entered an opinion and order denying Famulus’s motion to vacate the Arbitration Award and
granting our motion to confirm the Arbitration Award as modified by the DSC. On October 11, 2024, we filed an application
for writ of execution in the DSC, which was issued on October 16, 2024. The writ directs a U.S. Marshal of the District of
South Carolina to levy Famulus’s property in execution of our judgment. We cannot make any assurance as to the outcome
of the Arbitration Award or if the Arbitration Award will be collected. Any gain on this matter is considered a gain contingency
and will be recognized in the period in which the Arbitration Award is realized or realizable, pursuant to ASC 450,
Contingencies.
9. Revenue
For the three and nine months ended September 30, 2025 and 2024, revenue comprised the following:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
(in thousands) | 2025 | 2024 | 2025 | 2024 | |||
Prescription transactions revenue | $127,294 | $140,419 | $419,281 | $432,562 | |||
Subscription revenue | 20,724 | 21,306 | 62,264 | 65,860 | |||
Pharma manufacturer solutions revenue | 43,372 | 28,136 | 107,001 | 79,149 | |||
Other revenue | 4,638 | 5,390 | 13,522 | 16,170 | |||
Total revenue | $196,028 | $195,251 | $602,068 | $593,741 | |||
10. Stockholders' Equity
On February 23, 2022, our board of directors ("Board") authorized the repurchase of up to an aggregate of
$250.0 million of our Class A common stock through February 23, 2024. On February 27, 2024, our Board approved a new
stock repurchase program which authorized the repurchase of up to an aggregate of $450.0 million of our Class A common
stock with no expiration date. Repurchases under these repurchase programs 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. These repurchase programs do 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
September 30, 2025, we had $81.4 million available for future repurchases of our Class A common stock under the new
stock repurchase program.
In March 2024, we repurchased 14.6 million and 6.2 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 (collectively, “Francisco Partners”) and Spectrum Equity VII,
L.P., Spectrum VII Investment Managers’ Fund, L.P., and Spectrum VII Co-Investment Fund, L.P. (collectively, “Spectrum”),
respectively, for an aggregate repurchase of 20.9 million shares of our Class A common stock at a price of $7.19 per share,
in each case representing a discount from our closing share price of $7.57 on the date of the transaction execution. The
aggregate consideration for these repurchases was $151.4 million, inclusive of direct costs and estimated excise taxes
associated with these transactions.
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, Idea Men, LLC and Spectrum, 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:
14
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
(in thousands) | 2025 | 2024 | 2025 | 2024 | |||
Number of shares repurchased | 13,359 | 756 | 46,923 | 22,085 | |||
Cost of shares repurchased | $61,589 | $5,254 | $208,861 | $159,778 | |||
11. Basic and Diluted Earnings Per Share
The computation of earnings per share for the three and nine months ended September 30, 2025 and 2024 is as
follows:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
(in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||
Numerator: | |||||||
Net income | $1,119 | $3,965 | $25,014 | $9,650 | |||
Denominator: | |||||||
Weighted average shares - basic | 346,776 | 379,667 | 360,746 | 385,553 | |||
Dilutive impact of stock options and restricted stock units | 1,034 | 8,837 | 677 | 7,924 | |||
Weighted average shares - diluted | 347,810 | 388,504 | 361,423 | 393,477 | |||
Earnings per share: | |||||||
Basic | $0.00 | $0.01 | $0.07 | $0.03 | |||
Diluted | $0.00 | $0.01 | $0.07 | $0.02 | |||
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 September 30, | Nine Months Ended September 30, | ||||||
(in thousands) | 2025 | 2024 | 2025 | 2024 | |||
Stock options and restricted stock units | 40,026 | 12,767 | 46,077 | 16,905 | |||
12. Subsequent Event
On October 16, 2025, we acquired substantially all of the assets and assumed certain liabilities of ScriptDrop, Inc., a
prescription delivery technology platform for $13.5 million in cash, subject to customary adjustments. The acquisition is
expected to expand our business capabilities, particularly our prescription transactions offering by enhancing our
prescription delivery solutions and improving consumer's end-to-end experience. The determination of the fair values of the
acquired assets and assumed liabilities is incomplete due to the recent date of the acquisition. The results of operations of
the acquired business will be included in our consolidated results beginning from the date of acquisition.
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with
our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report
on Form 10-Q, as well as Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and Part II, Item 8, “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-
K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission ("SEC") on February 27,
2025 (“2024 10-K”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs
involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth in the "Risk Factors" sections of our 2024 10-K and this
Quarterly Report on Form 10-Q and other factors set forth in other parts of this Quarterly Report on Form 10-Q and our
filings with the SEC.
Glossary of Selected Terminology
As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:
•“we,” “us,” “our,” the “Company,” “GoodRx,” and similar references refer to GoodRx Holdings, Inc. and its
consolidated subsidiaries.
•“Co-Founders” refers to Trevor Bezdek, our Co-Chairman and a director of the Company, and Douglas Hirsch,
a director of the Company.
•“consumers” refer to the general population in the United States that uses or otherwise purchases healthcare
products and services. References to “our consumers” or “GoodRx consumers” refer to consumers that
have used one or more of our offerings.
•“discounted price” refers to a price for a prescription provided on our platform that represents a negotiated
rate provided by one of our PBM partners at a retail pharmacy or under a direct contract with one of our
partner pharmacies. Through our platform, our discounted prices are free to access for consumers by saving a
GoodRx code to their mobile device for their selected prescription and presenting it at the chosen pharmacy.
The term “discounted price” excludes prices we may otherwise source, such as prices from patient assistance
programs for low-income individuals and Medicare prices, and any negotiated rates offered through our
subscription offerings.
•“GoodRx code” refers to codes that can be accessed by our consumers through our apps or websites or that
can be provided to our consumers directly by healthcare professionals, including physicians and pharmacists,
that allow our consumers free access to our discounted prices or a lower list price for their prescriptions when
such code is presented at their chosen pharmacy.
•“Monthly Active Consumers” refers to the number of unique consumers who have used a GoodRx code to
purchase a prescription medication in a given calendar month and have saved money compared to the list
price of the medication. A unique consumer who uses a GoodRx code more than once in a calendar month to
purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique
consumer who uses a GoodRx code in two or three calendar months within a quarter will be counted as a
Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our
subscription offerings, consumers of our pharma manufacturer solutions offering, or consumers who used our
telehealth offering. When presented for a period longer than a month, Monthly Active Consumers is averaged
over the number of calendar months in such period. For example, a unique consumer who uses a GoodRx
code twice in January, but who did not use our prescription transactions offering again in February or March, is
counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly Active
Consumers for such quarter (average of 1, 0 and 0). A unique consumer who uses a GoodRx code in January
and in March, but did not use our prescription transactions offering in February, would be counted as 1 in
January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such
quarter. Effective January 1, 2025, Monthly Active Consumers from acquired companies are included
beginning from the acquisition date. Prior to January 1, 2025, Monthly Active Consumers from acquired
companies were only included beginning in the first full quarter following the acquisition.
•"partner pharmacies" refers to select licensed pharmacies with whom we have direct contractual agreements.
•“PBM” refers to a pharmacy benefit manager. PBMs aggregate demand to negotiate prescription medication
prices with pharmacies and pharma manufacturers. PBMs find most of their demand through relationships with
insurance companies and employers. However, nearly all PBMs also have consumer direct or cash network
pricing that they negotiate with pharmacies for consumers who choose to purchase prescriptions outside of
insurance.
•“pharma” is an abbreviation for pharmaceutical.
•“savings,” “saved” and similar references refer to the difference between the list price for a particular
prescription at a particular pharmacy and the price paid by the GoodRx consumer for that prescription utilizing
16
a GoodRx code available through our platform at that same pharmacy. In certain circumstances, we may show
a list price on our platform when such list price is lower than the negotiated price available using a GoodRx
code and, in certain circumstances, a consumer may use a GoodRx code and pay the list price at a pharmacy
if such list price is lower than the negotiated price available using a GoodRx code. We do not earn revenue
from such transactions, but our savings calculation includes an estimate of the savings achieved by the
consumer because our platform has directed the consumer to the pharmacy with the low list price. This
estimate of savings when the consumer pays the list price is based on internal data and is calculated as the
difference between the average list price across all pharmacies where GoodRx consumers paid the list price
and the average list price paid by consumers in the pharmacies to which we directed them. We do not
calculate savings based on insurance prices as we do not have information about a consumer’s specific
coverage or price. We do not believe savings are representative or indicative of our revenue or results of
operations.
•“subscribers” and similar references refers to our consumers that are subscribed to our subscription offerings,
GoodRx Gold (“Gold”), Kroger Rx Savings Club powered by GoodRx (“Kroger Savings”) which sunset in July
2024, condition-specific related subscription programs which first launched in June 2025, and RxSmartSaver+
powered by GoodRx ("RxSmartSaver+") which launched in July 2025. References to subscription plans as of
a particular date represents an active subscription to any one of our aforementioned subscription offerings as
of the specified date. For Gold, Kroger Savings, and RxSmartSaver+, each subscription plan may represent
more than one subscriber since family subscription plans may include multiple members.
Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been
subject to rounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases
been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason,
percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same
calculations using the figures in our condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to
rounding.
Overview
Our mission is to help Americans save time and money when filling their medications. To achieve this, we are building
the leading consumer-focused digital healthcare platform in the United States. For example, in the second quarter of 2025,
we announced the launch of our first condition-specific subscription program for erectile dysfunction, and in October 2025
expanded into hair loss. These condition-specific subscription programs offer consumers a single solution for comprehensive
care by bundling the clinician visit, prescription (if deemed medically appropriate by the treating healthcare provider), and
related delivery for a single total subscription price. We plan to continue to expand into additional conditions before the end
of 2025. In the third quarter of 2025, we also continued to grow our consumer direct pricing and announced a collaboration
with a pharmaceutical manufacturer to offer eligible patients nationwide two of the most in-demand GLP-1 medications at a
significantly lower cash price through our platform.
With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our
business. For example, in July 2025, Congress passed a budget bill that cuts federal funding for Medicaid among other
health insurance programs, as well as tightens eligibility requirements and increases the frequency of Medicaid coverage
determinations. Further, copays on prescription medication have continued to trend upward in recent years and we believe
as insurance providers and government programs continue to shift the cost burden more to consumers, including through
changes to Affordable Care Act marketplace subsidies, consumers are now more than ever searching for sustainable and
affordable healthcare solutions which we believe strengthens our value proposition. Separately, certain major drug
producers and manufacturers are in negotiations with the current Presidential administration to receive relief from the
potential imposition of a 100% tariff on any branded or patented pharmaceutical product produced outside of the United
States. As a result of these negotiations, certain manufacturers have announced their participation in a new government
sponsored direct-to-consumer platform called “TrumpRx.gov,” designed to offer consumers discounts on their products and
some specialty brands. Details regarding this government sponsored platform, as well as any potential impact on our
business, offerings or results of operations, are unclear at this time but may be significant. We are actively engaged with the
administration, helping to inform policy efforts that expand access and affordability for all Americans. 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. retail pharmacy landscape recently with announcements of store
closures and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens. In early May 2025, Rite
Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process.
Consequently, we saw several PBMs remove Rite Aid from their networks, causing immediate cessation in the associated
claims volume, as well as rapid store closures, which altogether adversely impacted our ability to recapture these claims in
the near term. As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened
renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the
17
pharmacies' increased focus on rationalizing their spending. Furthermore, we saw a material volume reduction in one of our
integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience at the
pharmacy counter for eligible plan members served by certain PBM partners. Integrated savings programs are operated
through PBMs who decide how to implement and manage these programs. Combined, 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 with the expected impact to prescription transactions revenue estimated at $35.0 to $40.0
million in 2025.
Despite these near term challenges, we continue to believe that we are well positioned to grow our business over the
long term.
For the three months ended September 30, 2025 as compared to the same period of 2024:
•Revenue increased to $196.0 million from $195.3 million;
•Net income and net income margin were $1.1 million and 0.6%, respectively, compared to $4.0 million and
2.0%, respectively; and
•Adjusted EBITDA and Adjusted EBITDA Margin were $66.3 million and 33.8%, respectively, compared to $65.0
million and 33.3%, respectively.
For the nine months ended September 30, 2025 as compared to the same period of 2024:
•Revenue increased to $602.1 million from $593.7 million;
•Net income and net income margin were $25.0 million and 4.2%, respectively, compared to $9.7 million and
1.6%, respectively; and
•Adjusted EBITDA and Adjusted EBITDA Margin were $205.5 million and 34.1%, respectively, compared to
$193.2 million and 32.5%, respectively.
Revenue, net income and net income margin are financial measures prepared in conformity with accounting principles
generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial
measures. For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly
comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin
useful and a discussion of the material risks and limitations of these measures, please see “Key Financial and Operating
Metrics—Non-GAAP Financial Measures" below.
Recent Development
On October 16, 2025, we acquired substantially all of the assets and assumed certain liabilities of ScriptDrop, Inc., a
prescription delivery technology platform for $13.5 million in cash. See Note 12 to our condensed consolidated financial
statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
Key Financial and Operating Metrics
We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA
Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of
Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our
marketing and engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with
consumers. As our business continues to evolve, we are reassessing the Monthly Active Consumers metric as a primary
indicator of performance to ensure it aligns with how we measure growth and profitability.
We exited the third quarter of 2025 with over 6 million prescription-related consumers that used GoodRx across our
prescription transactions and subscription offerings. Our prescription-related consumers represent the sum of Monthly Active
Consumers for the three months ended September 30, 2025 and subscribers to our subscription plans as of September 30,
2025.
Monthly Active Consumers
The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers beginning in
the second quarter of 2025 and are expected to contribute to the year-over-year decline in Monthly Active Consumers in the
near term.
Three Months Ended | |||||||||||||
(in millions) | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | ||||||
Monthly Active Consumers | 5.4 | 5.7 | 6.4 | 6.6 | 6.5 | 6.6 | 6.7 | ||||||
18
Subscription Plans
Subscription plans through the second quarter of 2024 included subscription plans for Kroger Savings, which sunset in
July 2024.
As of | |||||||||||||
(in thousands) | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | ||||||
Subscription plans | 671 | 668 | 680 | 684 | 701 | 696 | 778 | ||||||
Non-GAAP Financial Measures
Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial
performance and are also used for internal planning and forecasting purposes. We believe Adjusted Revenue, Adjusted
EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist
in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition,
these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated
with restructuring related activities. We exclude these costs from revenue because we believe they are not indicative of past
or future underlying performance of the business. For the three and nine months ended September 30, 2025 and 2024,
revenue was equal to Adjusted Revenue.
We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and
amortization, and as further adjusted, as applicable, for acquisition related expenses, stock-based compensation expense,
payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss
on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business and other
income or expense, net. These excluded items are either non-cash charges or such that we believe they do not represent
our underlying core operating performance and that their exclusion provides investors with a better understanding of the
factors and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of
Adjusted Revenue.
Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are
presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to
financial information presented in accordance with GAAP. These measures have certain limitations in that they do not
include the impact of certain costs that are reflected in our condensed consolidated statements of operations that are
necessary to run our business. Other companies, including other companies in our industry, may not use these measures or
may calculate these measures differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness
as comparative measures.
19
The following table presents a reconciliation of net income, the most directly comparable financial measure calculated in
accordance with GAAP, to Adjusted EBITDA, and presents net income margin, the most directly comparable financial
measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
(dollars in thousands) | 2025 | 2024 | 2025 | 2024 | |||
Net income | $1,119 | $3,965 | $25,014 | $9,650 | |||
Adjusted to exclude the following: | |||||||
Interest income | (2,309) | (4,797) | (9,044) | (18,686) | |||
Interest expense | 10,829 | 12,355 | 32,202 | 41,564 | |||
Income tax expense | 4,981 | 4,147 | 17,331 | 10,401 | |||
Depreciation and amortization | 21,431 | 17,535 | 62,072 | 50,442 | |||
Other expense (income) | — | 2,660 | (694) | 2,660 | |||
Loss on extinguishment of debt | — | 2,077 | — | 2,077 | |||
Financing related expenses (1) | — | 66 | — | 898 | |||
Acquisition related expenses (2) | 776 | 65 | 802 | 413 | |||
Restructuring related expenses (3) | 5,526 | — | 7,291 | 441 | |||
Legal settlement expenses (4) | 5,500 | — | 5,855 | 13,000 | |||
Stock-based compensation expense | 18,118 | 26,381 | 58,707 | 78,067 | |||
Payroll tax expense related to stock-based compensation | 313 | 510 | 1,547 | 2,236 | |||
Loss on operating lease asset (5) | — | — | 4,409 | — | |||
Adjusted EBITDA | $66,284 | $64,964 | $205,492 | $193,163 | |||
Revenue | $196,028 | $195,251 | $602,068 | $593,741 | |||
Net income margin | 0.6% | 2.0% | 4.2% | 1.6% | |||
Adjusted EBITDA Margin | 33.8% | 33.3% | 34.1% | 32.5% | |||
_____________________________________________________
(1)Financing related expenses include third-party fees related to proposed financings.
(2)Acquisition related expenses principally include costs for actual or planned acquisitions including related third-party
fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to
employees related to acquisitions and change in fair value of contingent consideration. From time to time,
acquisition related expenses may also include similar transaction related costs for business dispositions.
(3)Restructuring related expenses include costs for various workforce optimization and organizational changes to
better align with our strategic goals and future scale including employee severance and other personnel related
costs, contract termination costs, and from time to time may also include losses from the disposal of certain
technology and certain capitalized software.
(4)Legal settlement expenses consist of periodic settlement costs for significant or unusual litigation matters.
(5)Loss on operating lease asset represents losses incurred from time to time relating to the impairment or
abandonment of leased office space.
Components of our Results of Operations
For a description of the components of our results of operations, refer to Note 2 to our audited consolidated financial
statements included in our 2024 10-K. In addition, for a description of primary drivers that may cause our revenue, costs and
operating expenses to fluctuate from period to period, including seasonality, refer to Part II, Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 10-K.
20
Results of Operations
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
The following table sets forth our results of operations for the three months ended September 30, 2025 and 2024:
(dollars in thousands) | Three Months Ended September 30, 2025 | % of Total Revenue | Three Months Ended September 30, 2024 | % of Total Revenue | Change ($) | Change (%) | |||||
Revenue: | |||||||||||
Prescription transactions revenue | $127,294 | 65% | $140,419 | 72% | $(13,125) | (9%) | |||||
Subscription revenue | 20,724 | 11% | 21,306 | 11% | (582) | (3%) | |||||
Pharma manufacturer solutions revenue | 43,372 | 22% | 28,136 | 14% | 15,236 | 54% | |||||
Other revenue | 4,638 | 2% | 5,390 | 3% | (752) | (14%) | |||||
Total revenue | 196,028 | 195,251 | |||||||||
Costs and operating expenses: | |||||||||||
Cost of revenue, exclusive of depreciation and amortization presented separately below | 13,419 | 7% | 11,684 | 6% | 1,735 | 15% | |||||
Product development and technology | 31,012 | 16% | 30,139 | 15% | 873 | 3% | |||||
Sales and marketing | 83,532 | 43% | 89,867 | 46% | (6,335) | (7%) | |||||
General and administrative | 32,014 | 16% | 25,619 | 13% | 6,395 | 25% | |||||
Depreciation and amortization | 21,431 | 11% | 17,535 | 9% | 3,896 | 22% | |||||
Total costs and operating expenses | 181,408 | 174,844 | |||||||||
Operating income | 14,620 | 20,407 | |||||||||
Other expense, net: | |||||||||||
Other expense | — | 0% | (2,660) | 1% | 2,660 | n/m | |||||
Loss on extinguishment of debt | — | 0% | (2,077) | 1% | 2,077 | n/m | |||||
Interest income | 2,309 | 1% | 4,797 | 2% | (2,488) | (52%) | |||||
Interest expense | (10,829) | 6% | (12,355) | 6% | 1,526 | (12%) | |||||
Total other expense, net | (8,520) | (12,295) | |||||||||
Income before income taxes | 6,100 | 8,112 | |||||||||
Income tax expense | (4,981) | 3% | (4,147) | 2% | (834) | 20% | |||||
Net income | $1,119 | $3,965 |
Revenue
All of our revenue has been generated in the United States.
Prescription transactions revenue decreased $13.1 million, or 9%, year-over-year, primarily driven by a decrease in the
number of our Monthly Active Consumers (see section titled “Key Financial and Operating Metrics" above), 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, partially offset by improved unit economics related to contracting with certain of our
customers and partners and favorable changes in sales mix. Our acquisition of VCRx (see Note 3 to our condensed
consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) did not materially contribute to
the year-over-year changes in prescription transactions revenue and Monthly Active Consumers.
Subscription revenue decreased $0.6 million, or 3%, year-over-year, primarily driven by a decrease in the number of
subscription plans with 671 thousand subscription plans as of September 30, 2025 compared to 701 thousand as of
September 30, 2024.
Pharma manufacturer solutions revenue increased $15.2 million, or 54%, year-over-year, driven by organic growth as
we continued to expand our market penetration with pharma manufacturers and other customers. We expect pharma
manufacturer solutions to grow as a percentage of total revenue in the near to medium term as we continue to scale and
expand available services, capabilities and platforms of our pharma manufacturer solutions offering.
21
Costs and Operating Expenses
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue increased $1.7 million, or 15%, year-over-year, primarily driven by an increase in processing fees.
Product development and technology
Product development and technology expenses remained relatively flat year-over-year.
Sales and marketing
Sales and marketing expenses decreased $6.3 million, or 7%, year-over-year, primarily driven by a $5.3 million
decrease in stock-based compensation expense largely as a result of changes in our employee composition and a $2.7
million decrease in third-party marketing expenses.
General and administrative
General and administrative expenses increased $6.4 million, or 25%, year-over-year, primarily driven by a $5.5 million
estimated probable loss with respect to an ongoing class action litigation recognized in the third quarter of 2025.
Depreciation and amortization
Depreciation and amortization expenses increased $3.9 million, or 22%, 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.
Other Expense
We recognized other expense of $2.7 million in the third quarter of 2024 related to third-party transaction costs as a
result of our debt refinancing in July 2024.
Loss on Extinguishment of Debt
We recognized a loss on extinguishment of debt of $2.1 million in the third quarter of 2024 related to the write-off of a
portion of existing unamortized debt issuance costs and discounts as a result of our debt refinancing in July 2024.
Interest Income
Interest income decreased by $2.5 million, or 52%, year-over-year, primarily due to lower average balance of cash
equivalents held in U.S. treasury securities money market funds and lower interest rates.
Interest Expense
Interest expense decreased by $1.5 million, or 12%, year-over-year, primarily due to lower average debt balances and
lower interest rates.
Income Taxes
For the three months ended September 30, 2025 and 2024, we had income tax expense of $5.0 million and $4.1
million, respectively, and an effective income tax rate of 81.7% and 51.1%, respectively. The year-over-year increase in
income tax expense was primarily driven by an increase in the tax effects from our equity awards partially offset by a
decrease in income before income taxes.
22
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
The following table sets forth our results of operations for the nine months ended September 30, 2025 and 2024:
(dollars in thousands) | Nine Months Ended September 30, 2025 | % of Total Revenue | Nine Months Ended September 30, 2024 | % of Total Revenue | Change ($) | Change (%) | |||||
Revenue: | |||||||||||
Prescription transactions revenue | $419,281 | 70% | $432,562 | 73% | $(13,281) | (3%) | |||||
Subscription revenue | 62,264 | 10% | 65,860 | 11% | (3,596) | (5%) | |||||
Pharma manufacturer solutions revenue | 107,001 | 18% | 79,149 | 13% | 27,852 | 35% | |||||
Other revenue | 13,522 | 2% | 16,170 | 3% | (2,648) | (16%) | |||||
Total revenue | 602,068 | 593,741 | |||||||||
Costs and operating expenses: | |||||||||||
Cost of revenue, exclusive of depreciation and amortization presented separately below | 40,133 | 7% | 36,022 | 6% | 4,111 | 11% | |||||
Product development and technology | 92,087 | 15% | 92,010 | 15% | 77 | 0% | |||||
Sales and marketing | 252,944 | 42% | 273,285 | 46% | (20,341) | (7%) | |||||
General and administrative | 90,023 | 15% | 94,316 | 16% | (4,293) | (5%) | |||||
Depreciation and amortization | 62,072 | 10% | 50,442 | 8% | 11,630 | 23% | |||||
Total costs and operating expenses | 537,259 | 546,075 | |||||||||
Operating income | 64,809 | 47,666 | |||||||||
Other expense, net: | |||||||||||
Other income (expense) | 694 | 0% | (2,660) | 0% | 3,354 | (126%) | |||||
Loss on extinguishment of debt | — | 0% | (2,077) | 0% | 2,077 | n/m | |||||
Interest income | 9,044 | 2% | 18,686 | 3% | (9,642) | (52%) | |||||
Interest expense | (32,202) | 5% | (41,564) | 7% | 9,362 | (23%) | |||||
Total other expense, net | (22,464) | (27,615) | |||||||||
Income before income taxes | 42,345 | 20,051 | |||||||||
Income tax expense | (17,331) | 3% | (10,401) | 2% | (6,930) | 67% | |||||
Net income | $25,014 | $9,650 |
Revenue
The year-over-year changes in prescription transactions revenue, subscription revenue, and pharma manufacturer
solutions revenue were driven by the same factors described above for the three months ended September 30, 2025
compared to the same period of 2024.
For expected revenue trends, see our discussion and analysis above for the three months ended September 30, 2025
compared to the same period of 2024.
Costs and Operating Expenses
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue increased $4.1 million, or 11%, year-over-year, primarily driven by an increase in processing fees.
Product development and technology
Product development and technology expenses remained relatively flat year-over-year.
Sales and marketing
Sales and marketing expenses decreased $20.3 million, or 7%, year-over-year, primarily driven by a $11.0 million
decrease in stock-based compensation expense largely as a result of changes in our employee composition, a $7.9 million
23
decrease in third-party marketing expenses, and a $5.8 million decrease in advertising expenses. The impact from these
drivers was partially offset by a $4.8 million increase in other personnel related expenses.
General and administrative
General and administrative expenses decreased $4.3 million, or 5%, year-over-year, primarily driven by a $7.5 million
decrease in estimated legal settlement expense with respect to an ongoing class action litigation, and a $4.4 million
decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020 that fully vested by
the end of 2024. The impact of these drivers was partially offset by a $4.4 million impairment loss related to a leased office
space we recognized in the first quarter of 2025 and a $2.4 million increase in professional fees.
Depreciation and amortization
Depreciation and amortization expenses increased $11.6 million, or 23%, year-over-year, primarily driven by the same
factors described above for the three months ended September 30, 2025 compared to the same period of 2024.
Other Expense, Loss on Extinguishment of Debt, Interest Income and Interest Expense
The year-over-year changes in other expense, loss on extinguishment of debt, interest income and interest expense
were primarily driven by the same factors described above for the three months ended September 30, 2025 compared to the
same period of 2024.
Income Taxes
For the nine months ended September 30, 2025 and 2024, we had income tax expense of $17.3 million and $10.4
million, respectively, and an effective income tax rate of 40.9% and 51.9%, respectively. The year-over-year increase in
income tax expense was primarily driven by an increase in income before income taxes and the tax effects from our equity
awards, partially offset by a decrease in the estimated annual effective income tax rate.
Liquidity and Capital Resources
Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity
issuances, and borrowings under our long-term debt arrangements. As of September 30, 2025, 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 September 30, 2025, we had cash and cash equivalents of $273.5 million and $80.2
million available under our revolving credit facility.
Other than as disclosed in Note 8 to our condensed consolidated financial statements appearing elsewhere in this
Quarterly Report on Form 10-Q, as of September 30, 2025, 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 Financial Condition and Results of Operations" of our 2024 10-K.
Based on our current conditions, we believe that our net cash provided by operating activities and cash on hand will be
adequate to meet our operating, investing and financing needs for at least the next twelve months from the date of the
issuance of the accompanying unaudited condensed consolidated financial statements. Our future capital requirements will
depend on many factors, including the growth of our business, the timing and extent of investments, sales and marketing
activities, and many other factors as described in Part I, Item 1A, "Risk Factors" of our 2024 10-K.
If necessary, we may borrow funds under our revolving credit facility to finance our liquidity requirements, subject to
customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we
continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional
indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing
may not be available on favorable terms, or at all. In particular, the current economic uncertainty, including rising inflation,
new or increased tariffs and socio-political events, has resulted in, and may continue to result in, significant disruption of
global financial markets, including rising interest rates, which could reduce our ability to access capital. If we are unable to
raise additional funds when needed or on the terms desired, our business, financial condition and results of operations could
be adversely affected.
Holding Company Status
GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result,
GoodRx Holdings, Inc. is largely dependent upon cash distributions and other transfers from its subsidiaries to meet its
obligations and to make future dividend payments, if any. Our debt arrangements contain covenants restricting payments of
dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met. These covenants provide for
certain exceptions for specific types of payments. Based on these restrictions, all of the net assets of GoodRx, Inc. were
24
restricted pursuant to the terms of our debt arrangements as of September 30, 2025. Since the restricted net assets of
GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, see Note
18 to our consolidated financial statements included in our 2024 10-K for the condensed parent company financial
information of GoodRx Holdings, Inc.
Cash Flows
Nine Months Ended September 30, | |||
(in thousands) | 2025 | 2024 | |
Net cash provided by operating activities | $135,016 | $139,149 | |
Net cash used in investing activities | (88,190) | (53,703) | |
Net cash used in financing activities | (221,643) | (333,965) | |
Net change in cash and cash equivalents | $(174,817) | $(248,519) | |
Net cash provided by operating activities
The $4.1 million year-over-year decrease in net cash provided by operations was driven by a $18.5 million increase in
net income after adjusting for non-cash adjustments, offset by a $22.6 million increase in cash outflow from changes in
operating assets and liabilities. Changes in operating assets and liabilities were principally driven by the timing of payments
of prepaid services, accounts payable and accrued expenses, income tax payments and refunds, as well as collections of
accounts receivable.
Net cash used in investing activities
The $34.5 million year-over-year increase in net cash used in investing activities was primarily driven by a $30.0 million
increase in cash paid for the acquisition of a business and a $3.3 million increase in cash paid for software development.
Net cash used in financing activities
The $112.3 million year-over-year decrease in net cash used in financing activities was primarily driven by a
$165.9 million decrease in payments on our term loans and debt issuance costs as a result of our refinancing in July 2024
and a $13.1 million decrease in employee taxes paid related to net share settlement of equity awards. The impact from
these drivers was partially offset by a $48.3 million increase in payments for repurchases of our Class A common stock and
a $18.4 million decrease in proceeds from the exercise of stock options.
Recent Accounting Pronouncements
Refer to Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on
Form 10-Q.
Critical Accounting Policies and Estimates
During the three months ended September 30, 2025, 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 2024 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risk from the disclosure included in Part II, Item 7A, “Quantitative
and Qualitative Disclosures About Market Risk” of our 2024 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of
the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal
executive officer and principal financial officer concluded that, as of September 30, 2025, our disclosure controls and
procedures were effective.
25
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the three months ended September 30, 2025 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The information required under this Part II, Item 1 is set forth in Note 8 to our condensed consolidated financial
statements included in this Quarterly Report on Form 10-Q and is incorporated herein by this reference.
Item 1A. Risk Factors
For a discussion of potential risks and uncertainties related to us, see the information included in Part I, Item 1A, "Risk
Factors" of our 2024 10-K. There have been no material changes to the risk factors previously disclosed in our 2024 10-K,
except as noted below:
General economic factors, natural disasters or other unexpected events may adversely affect our business,
financial performance and results of operations.
Although we only operate in the United States, our business, financial performance and results of operations depend in
part on worldwide macroeconomic economic conditions and their impact on consumer spending. Recessionary economic
cycles, changing interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential
real estate and mortgage markets, access to credit, consumer debt levels, tariffs, government spending freezes, unsettled
financial markets and other economic factors that may affect costs of manufacturing prescription medications, consumer
spending or buying habits could materially and adversely affect our customers, our consumers, and demand for our
offerings. Volatility in the financial markets and deterioration in economic conditions, increasing inflation or increasing
unemployment levels has also had and may continue to have a negative impact on consumer spending patterns. Changes
and uncertainty can, among other things, reduce or shift spending away from medical treatments, procedures and doctors’
office visits.
In addition, negative national or global economic conditions have adversely affected the PBMs, partner pharmacies and
pharma manufacturers we contract with and their associated industry participants, financial performance, liquidity and
access to capital, and may continue to impact them. This may affect their ability to renew contracts with us on the same or
better terms, which could impact the competitiveness of the discounted prices we are able to offer our consumers. Trade
barriers, duties, tariffs, and retaliatory measures by the U.S. and other governments may impact the pharma manufacturers
we contract with by increasing their costs of business, which could cause them to decrease their marketing spend on our
offerings. All of these factors may be exacerbated by global financial conditions and other geopolitical factors, which could
harm our business, financial condition and results of operations.
Economic factors such as increased insurance and healthcare costs, commodity prices, tariffs, shipping costs, inflation,
higher costs of labor, and changes in or interpretations of other laws, regulations and taxes may also increase our costs and
make our offerings less competitive, increase general and administrative expenses, and otherwise adversely affect our
financial condition and results of operations.
Additionally, global public health crises, natural disasters, such as earthquakes and wildfires, and other adverse weather
and climate conditions, political crises, such as terrorist attacks, war and other political instability or other unexpected
events, could disrupt our operations, internet or mobile networks or the operations of PBMs and their pharmacy networks.
For example, our corporate headquarters and other facilities are located in California, which in the past has experienced
both severe earthquakes and wildfires. Certain of these events may become more frequent or intense as a result of climate
change or other environmental or social pressures. For more information, see our risk factor titled “We are subject to a
series of risks related to climate change” previously disclosed in our 2024 10-K. If any of these events occur, our business
could be adversely affected.
The impact of healthcare reform legislation and other proposed or future changes impacting the healthcare
industry and healthcare spending on us is currently unknown, but may adversely affect our business, financial
condition and results of operations.
Our revenue is dependent on the healthcare industry and could be affected by changes in healthcare spending and
policy. The healthcare industry is subject to changing political, regulatory and other influences. The Affordable Care Act (the
“ACA”), enacted in March 2010, made major changes in how healthcare is delivered and reimbursed, and increased access
to health insurance benefits to the uninsured and underinsured population of the United States. The ACA, among other
things, increased the number of individuals with Medicaid and private insurance coverage, implemented reimbursement
policies that tie payment to quality, facilitated the creation of accountable care organizations that may use capitation and
other alternative payment methodologies, strengthened enforcement of fraud and abuse laws and encouraged the use of
information technology.
New and changing laws, regulations, executive orders and other governmental actions, particularly from the new
presidential administration, may also create uncertainty about how laws and regulations will be interpreted and applied.
Such changes can adversely affect our business by increasing our costs, reducing spending by our customers, limiting the
Company’s ability to pursue or offer new offerings, and requiring changes to our business. Regulatory changes and other
actions that materially adversely affect our business may be announced with little or no advance notice and we may not be
able to effectively mitigate all adverse impacts from such measures. Differing interpretations of such legal obligations can
27
expose us to significant fines, government investigations, litigation and reputational harm. If we are found to have violated
laws, regulations, or executive orders, it could materially adversely affect our business, reputation, results of operations and
financial condition.
In addition, recently there has been heightened governmental scrutiny of the manner in which pharma manufacturers
set prices for their marketed products, which has resulted in several U.S. congressional inquiries and proposed and enacted
federal and state legislation designed to, among other things, bring more transparency to medication pricing, reduce the cost
of prescription medications under government payor programs, and review the relationship between pricing and
manufacturer patient programs. For example, in August 2022, former President Biden signed the Inflation Reduction Act of
2022 (the “IRA”) into law. This statute marks the most significant action by Congress with respect to the pharmaceutical
industry since adoption of the ACA in 2010. Among other things, the IRA requires manufacturers of certain drugs to engage
in price negotiations with Medicare, with prices that can be negotiated subject to a cap; imposes rebates under Medicare
Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023); redesigns the Medicare Part
D benefit (beginning in 2024); and replaces the Part D coverage gap discount program with a new manufacturer discounting
program (beginning in 2025). The Centers for Medicare & Medicaid Services has published the negotiated prices for the
initial ten drugs, which will first be effective in 2026, and has published the list of the subsequent 15 drugs that will be subject
to negotiation. The IRA permits the Secretary of the Department of Health and Human Services ("HHS") to implement many
of these provisions through guidance, as opposed to regulation, for the initial years. HHS has and will continue to issue and
update guidance as these programs are implemented, although the drug price negotiation program is currently subject to
legal challenges. In addition, the IRA delayed the final rule removing safe harbor protection for price reductions given by
pharmaceutical manufacturers to plan sponsors under Part D, either directly or through PBMs, unless the price reduction is
required by law, until 2032. In July 2025, the government enacted the One Big Beautiful Bill Act (the “OBBBA”), which
included reforms to programs such as Medicaid and restrictions for certain groups to access the Affordable Care Act
Marketplace. These changes may result in an increase in the number of individuals who are unable to access health
insurance benefits and medical care, and their ability to receive prescriptions and certain prescribed medications. The
impact of the IRA and OBBBA on our business and the pharmaceutical industry cannot yet be fully determined but is likely to
be significant.
More recently, the current presidential administration has proposed the imposition of a 100% tariff on branded or
patented pharmaceutical product produced outside of the United States. Such tariff may increase costs to our customers
and decrease demand for pharmaceutical products and consequently our offerings, which could have a material adverse
effect on our business, financial condition and results of operations. Certain major drug producers and manufacturers are in
negotiations with the administration to receive relief from such tariff. As a result of these negotiations, certain manufacturers
have announced their participation in a new government sponsored direct-to-consumer platform called “TrumpRx.gov,”
designed to offer consumers discounts on their products and some specialty brands. Details regarding this government
sponsored platform, as well as any potential positive or negative impact on our business, offerings or results of operations,
are unclear at this time but may be significant.
Our ability to realize the benefits of opportunities that we elect to pursue, such as initiatives related to TrumpRx.gov,
may be limited, and we may be unable to fully achieve related business goals. At the same time, ongoing changes and shifts
in healthcare policy, or changes in applicable legal standards, may reduce or even eliminate opportunities we may wish to
pursue. As a result, any returns on our investment in developing these opportunities are uncertain and the failure to achieve
related business goals may adversely affect our financial condition and results of operations.
Congress has and is likely to continue to scrutinize key participants in the healthcare industry, including PBMs. A
number of bills have been introduced in Congress that would further regulate PBMs and impose additional requirements.
The Federal Trade Commission (the "FTC") has issued statements about PBMs and conducted a study of PBMs that
resulted in two published reports, which could motivate further actions by Congress with respect to PBM regulation. Any
findings in the report may motivate further actions by Congress with respect to PBM regulation. In September 2024, the FTC
filed an administrative complaint against the three largest PBMs and their affiliated group purchasing organizations alleging
that the PBMs engaged in anti-competitive and unfair practices that increased costs for insulin medication. It is unclear what
the results of this matter will be, and what impact this will have on the PBM industry and our business, financial condition
and results of operations. See our risk factor titled “We are, and may become in the future, subject to various legal
proceedings and claims that arise in or outside the ordinary course of business, which may require significant management
time and attention, result in significant legal expenses and may result in unfavorable outcomes, which may have a material
adverse effect on our business, operating results and financial condition, and negatively affect the price of our Class A
common stock ” previously disclosed in our 2024 10-K.
Individual states in the United States have also increasingly passed legislation and implemented regulations designed
to control medication pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product
access, disclosure, transparency and reporting requirements to regulatory agencies regarding marketing costs and
discounts provided to patients, such as those provided through our prescription transactions offering and subscription
offerings, for prescription medications dispensed by pharmacies, and, in some cases, designed to encourage importation
from other countries and bulk purchasing. Some states have enacted legislation creating so-called prescription drug
affordability boards, which ultimately may attempt to impose price limits on certain drugs in these states. In addition, the
Supreme Court held in December 2020 in Rutledge v. Pharmaceutical Care Management that ERISA, a federal statute, did
not preempt an Arkansas state law that regulates PBM reimbursements to network pharmacies and other standards for
28
PBMs’ reimbursements to network pharmacies. As a result of this holding, some states have passed, and other states may
pass similar legislation or may otherwise attempt to regulate PBMs, which could have impacts on the healthcare industry.
Further, we may see heightened regulatory scrutiny from state regulators related to our integrated savings programs,
particularly with respect to insurance laws. These regulatory requirements and related scrutiny may impose timing and
expense constraints on us or our industry partners that could adversely affect our partnerships or our operations.
We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could
impact the amounts that federal and state governments and other third-party payors will pay for healthcare products and
services or require us to restructure our existing arrangements with PBMs and pharma manufacturers, any of which could
adversely affect our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Use of Proceeds
On September 25, 2020, we completed our IPO. All shares sold were registered pursuant to a registration statement on
Form S-1 (File No. 333-248465), as amended (the “Registration Statement”), declared effective by the SEC on September
22, 2020.
There have been no material changes in the expected use of the net proceeds from our IPO as described in our
Registration Statement. As of September 30, 2025, we estimated we had used approximately $792.4 million of the net
proceeds from our IPO: (i) $184.4 million for the acquisition of businesses that complement our business; (ii) $427.0 million
for the repurchases of our Class A common stock; (iii) $160.0 million for the repayment of our outstanding debt obligations;
and (iv) $21.0 million for working capital and other general corporate purposes. As of September 30, 2025, we had $94.5
million estimated remaining net proceeds from our IPO which have been invested in investment grade, interest-bearing
instruments.
Issuer Repurchases of Equity Securities
The following table presents information with respect to our repurchases of our Class A common stock during the three
months ended September 30, 2025.
Period | Total Number of Shares Repurchased (1) | Average Price Paid per Share (2) | Total Number of Shares Repurchased as Part of Publicly Announced Program (1) | Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Program (in thousands) | ||||
July 1 - 31 | 5,730,536 | $4.92 | 5,730,536 | $114,825 | ||||
August 1 - 31 | 2,877,972 | $4.65 | 2,877,972 | $101,455 | ||||
September 1 - 30 | 4,750,659 | $4.21 | 4,750,659 | $81,435 | ||||
Total | 13,359,167 | 13,359,167 |
_____________________________________________________
(1)The repurchases are being executed from time to time, subject to general business and market conditions and
other investment opportunities, through open market purchases or privately negotiated transactions, which may
include repurchases through a trading plan intended to satisfy the affirmative defense conditions of Rule
10b5-1(c)(1) under the Exchange Act. See Note 10 to our condensed consolidated financial statements included
elsewhere in this Quarterly Report on Form 10-Q for additional information related to our current $450.0 million
stock repurchase program with no expiration date, which was publicly announced on February 29, 2024.
(2)Average price paid per share includes direct costs and estimated excise taxes associated with the repurchases.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
29
Item 5. Other Information
Insider Trading Arrangements
During the three months ended September 30, 2025, none of our directors or officers (as defined in Section 16 of the
Exchange Act), adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our
securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-
Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K of the Exchange Act).
30
Item 6. Exhibits
Incorporated by Reference | Filed/ Furnished Herewith | |||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||
3.1 | 8-K | 001-39549 | 3.1 | 9/28/20 | ||||||||
3.2 | 8-K | 001-39549 | 3.2 | 9/28/20 | ||||||||
4.1 | S-1 | 333-248465 | 4.1 | 8/28/20 | ||||||||
4.2 | S-8 | 333-249069 | 4.4 | 9/25/20 | ||||||||
10.1 | * | |||||||||||
10.2 | * | |||||||||||
31.1 | * | |||||||||||
31.2 | * | |||||||||||
32.1 | ** | |||||||||||
32.2 | ** | |||||||||||
101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * | ||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||||||||
_____________________________________________________
*Filed herewith.
**Furnished herewith.
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
GOODRX HOLDINGS, INC. | ||
Date: November 4, 2025 | By: | /s/ Wendy Barnes |
Wendy Barnes | ||
Chief Executive Officer & President | ||
(Principal Executive Officer) | ||
Date: November 4, 2025 | By: | /s/ Christopher McGinnis |
Christopher McGinnis | ||
Chief Financial Officer & Treasurer | ||
(Principal Financial Officer) | ||
Date: November 4, 2025 | By: | /s/ Romin Nabiey |
Romin Nabiey | ||
Chief Accounting Officer | ||
(Principal Accounting Officer) | ||