▸ Although the consumers who use our offerings do so outside of any medication or other health benefits covered under their health insurance, including any commercial or government healthcare program, we may nonetheless be subject to· · · ● 1 ▸ Our revenue growth rate has declined in recent periods and may continue to decrease in the future.· · · ● 1 ▸ Our telehealth offering and relationships with our affiliated physician-owned professional entities may implicate laws governing the practice of medicine and fee-splitting.· · · ● 1 ▸ Our telehealth offering offered to consumers is subject to various state laws and regulations governing the provision of telehealth services.· · · ● 1 ▸ We may also face competition from companies that we do not yet know about. If existing or new companies develop or market an offering similar to ours, develop an entirely new solution for access to affordable healthcare, acquire one of our· · · ● 1 ▸ We may be unable to realize expected benefits from our restructuring and cost reduction efforts and our business might be adversely affected.· · · ● 1 ▸ We use and may expand our use of AI and machine learning in our business and challenges with properly managing their use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations.· · · ● 1 ▸ Our telehealth offering is dependent on our ability to maintain our relationship with our telehealth provider network, including our affiliated professional entities, and the ability of such entities to recruit qualified telehealth providers.· · ● ● 2 rw ▸ We are subject to a series of risks related to climate change.· · ● ● 2 ▸ 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· · ● ● 2 ▸ Risks Related to Our Organizational Structure, including Agreements and Relationships with Significant Stockholders· ● ● ● 3 ▸ The increasing focus on ESG initiatives could increase our costs, harm our reputation and adversely impact our financial results.· ● ● ● 3 rw ▸ FTC matter and the proposed consent order, see Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.· · ● · 1 ▸ Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United· · ● · 1 ▸ Our recent reduction in force undertaken to re-balance our investments and cost structure into prioritized areas that we believe will drive incremental long-term growth and improve margins may not achieve our intended outcome.· · ● · 1 ▸ There are also legislative discussions regarding the changing of rules relating to post-grant review of patents through IPR or covered business method (“CBM”) review. For example, current case law holds that the Patent Trial and Appeal Board· · ● · 1 ▸ There are inherent climate-related risks wherever business is conducted. Certain of the facilities we rely on, including but not limited to offices and network infrastructure, are located in areas that have experienced, and are projected to continue· · ● · 1 ▸ The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to comply with different compliance or reporting requirements in multiple jurisdictions increase the possibility that a healthcare· ● · · 1 ▸ An active market may not be sustainable, and investors may be unable to resell their shares at or above the price for which they were purchased.● · · · 1 ▸ If securities or industry analysts do not publish research or reports about our business, or they publish negative reports about our business, our share price and trading volume could decline.● · · · 1 ▸ In our telehealth offerings, we are dependent on our relationships with affiliated professional entities, which we do not own, to provide healthcare services, and our business would be adversely affected if those relationships were disrupted.● ● · · 2 ▸ Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.● · · · 1 ▸ Our recent growth rates may not be sustainable or indicative of future growth and we expect our growth rate to slow.● ● ● · 3 ▸ Our telehealth offering offered to consumers is subject to laws, rules and policies governing the practice of medicine and medical board oversight.● ● ● · 3 rw ▸ Our telehealth offerings depend in part on our ability to maintain and expand a network of skilled telehealth providers.● ● · · 2 ▸ group Risks Related to Ownership of Our Class A Common Stock● · · · 1 ▸ The telehealth market is immature and volatile, and if it does not develop, or if it develops more slowly than we expect, the growth of our business will be harmed.● ● · · 2 ▸ To the extent the COVID-19 pandemic adversely affects our business, financial condition and results of operations, it may also have the effect of heightening many of the other risks described in this Part I, Item 1A, “Risk Factors.”● ● ● · 3 ▸ We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our Class A common stock less attractive to investors.● · · · 1 ▸ We may experience lower margins as GoodRx Care continues to grow as a portion of our overall business.● ● · · 2 ▸ A pandemic, epidemic or outbreak of an infectious disease in the United States, such as an outbreak of COVID-19, has adversely impacted and could in the future adversely impact our business.● ● ● ● 4 rw ▸ Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our platform or features of our platform and offerings.● ● ● ● 4 ▸ Failure to maintain, protect or enforce our intellectual property rights could harm our business and results of operations.● ● ● ● 4 ▸ General economic factors, natural disasters or other unexpected events may adversely affect our business, financial performance and results of operations.● ● ● ● 4 ▸ Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these laws and regulations could substantially harm our business and results of operations.● ● ● ● 4 ▸ If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.● ● ● ● 4 ▸ If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new solutions or services in the future.● ● ● ● 4 ▸ If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.● ● ● ● 4 ▸ Issued patents covering our offerings could be found invalid or unenforceable if challenged.● ● ● ● 4 ▸ Negative media coverage could adversely affect our business.● ● ● ● 4 ▸ Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.● ● ● ● 4 ▸ Our business is subject to changes in medication pricing and is significantly impacted by pricing structures negotiated by industry participants.● ● ● ● 4 ▸ Our capital structure may adversely affect the trading market for our Class A common stock.● ● ● ● 4 rw ▸ Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter.● ● ● ● 4 ▸ Our results of operations vary and may fluctuate significantly from period-to-period.● ● ● ● 4 ▸ Restrictions in our debt arrangements could adversely affect our operating flexibility, and failure to comply with any of these restrictions could result in acceleration of our debt.● ● ● ● 4 ▸ group Risks Related to Intellectual Property● ● ● ● 4 ▸ group Risks Related to Our Business● ● ● ● 4 ▸ Risks Related to Our Limited Operating History and Early Stage of Growth● ● ● ● 4 ▸ group Risks Related to the Healthcare Industry● ● ● ● 4 ▸ Substantial future sales by the parties to our stockholders agreement or other holders of our common stock, or the perception that such sales may occur, could depress the price of our Class A common stock.● ● ● ● 4 ▸ The impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending on us is currently unknown, but may adversely affect our business, financial condition and results of operations.● ● ● ● 4 ▸ Third parties have asserted, and may in the future assert, that we have infringed, misappropriated or otherwise violated their intellectual property rights.● ● ● ● 4 ▸ Use of social media, emails and text messages may adversely impact our reputation, subject us to fines or other penalties or be an ineffective source to market our offerings.● ● ● ● 4 ▸ We are a holding company and depend on our subsidiaries for cash to fund operations and expenses, including future dividend payments, if any.● ● ● ● 4 ▸ We depend on our relationships with third parties and would be adversely impacted by system failures or other disruptions in the operations of these parties.● ● ● ● 4 ▸ We do not intend to pay dividends for the foreseeable future.● ● ● ● 4 ▸ We face the risk of litigation resulting from unauthorized text messages sent in violation of the Telephone Consumer Protection Act.● ● ● ● 4 ▸ We generally do not control the categories and types of prescriptions for which we can offer savings or discounted prices.● ● ● ● 4 ▸ We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.● ● ● ● 4 ▸ We may be sued by third parties for infringement, misappropriation, dilution or other violation of their intellectual property or proprietary rights.● ● ● ● 4 ▸ We may be unable to accurately forecast revenue and appropriately plan our expenses in the future.● ● ● ● 4 ▸ We may be unable to continue to attract, acquire and retain consumers, or may fail to do so in a cost-effective manner.● ● ● ● 4 ▸ We may be unable to establish, maintain, protect and enforce our intellectual property and proprietary rights or prevent third parties from making unauthorized use of our technology.● ● ● ● 4 ▸ We may be unable to maintain a positive perception regarding our platform or maintain and enhance our brand.● ● ● ● 4 ▸ We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.● ● ● ● 4 ▸ We may be unable to successfully respond to changes in the market for prescription pricing, and may fail to maintain and expand the use of GoodRx codes through our apps and websites.● ● ● ● 4 ▸ We may be unsuccessful in achieving broad market education and changing consumer purchasing habits.● ● ● ● 4 ▸ We may experience fluctuations in our tax obligations and effective income tax rate, which could materially and adversely affect our results of operations.● ● ● ● 4 rw ▸ We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership of our Class A common stock.● ● ● ● 4 ▸ We may not be able to enforce our intellectual property rights throughout the world.● ● ● ● 4 ▸ We operate in a very competitive industry and we may fail to effectively differentiate our offerings and services from those of our competitors, which could impair our ability to attract and acquire new consumers and retain existing consumers.● ● ● ● 4 ▸ We rely on a limited number of industry participants.● ● ● ● 4 ▸ We rely on information technology to operate our business and maintain competitiveness, and must adapt to technological developments or industry trends.● ● ● ● 4 rw ▸ We rely on software-as-a-service (“SaaS”) technologies from third parties.● ● ● ● 4 ▸ We rely on the performance of members of management and highly skilled personnel, and if we are unable to attract, develop, motivate and retain well-qualified employees, our business could be harmed.● ● ● ● 4 ▸ We rely on third-party platforms such as the Apple App Store and Google Play App Store, to distribute our platform and offerings.● ● ● ● 4 ▸ We rely significantly on our prescription transactions offering and may not be successful in expanding our offerings within our markets, particularly the U.S. prescriptions market, or to other segments of the healthcare industry.● ● ● ● 4 rw ▸ We utilize open source software, which may pose particular risks to our proprietary software and solutions.● ● ● ● 4 
