gdrx-20241231
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM 10-K
__________________________________________________
(Mark One)
For the fiscal year endedDecember 31, 2024
OR
For the transition period from ____ to ____.
Commission File Number: 001-39549
__________________________________________________
GoodRx Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
__________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (855) 268-2822
__________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class TradingSymbol(s) Name of each exchange on which registered
Class A common stock, $0.0001 par value GDRX The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
__________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No☒
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 ☒ No ☐
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 ☒ No ☐
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 ☐ Accelerated filer ☒
Non-accelerated filer ☐ Small reporting company ☐
Emerging growth company ☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June 30, 2024, the last business day of the
registrant’s most recently completed second fiscal quarter, was approximately $646.3 million.
As of February 18, 2025 the registrant had 106,740,328 shares of Class A common stock, $0.0001 par value per share, and 276,869,320 shares of Class
B common stock, $0.0001 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after
the end of the fiscal year ended December 31, 2024 are incorporated herein by reference in Part III.
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PART I
Item 1. Business 7
Item 1A. Risk Factors 16
Item 1B. Unresolved Staff Comments 53
Item 1C. Cybersecurity 53
Item 2. Properties 54
Item 3. Legal Proceedings 54
Item 4. Mine Safety Disclosures 54
PART II
Item 6. [Reserved] 56
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 66
Item 8. Financial Statements and Supplementary Data 66
Item 9A. Controls and Procedures 66
Item 9B. Other Information 67
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 67
PART III
Item 10. Directors, Executive Officers and Corporate Governance 68
Item 11. Executive Compensation 68
Item 14. Principal Accountant Fees and Services 68
PART IV
Item 15. Exhibits, Financial Statement Schedules 69
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Glossary of Selected Terminology
As used in this Annual Report on Form 10-K, 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 Gold (“Gold”), and Kroger Rx Savings Club powered by GoodRx (“Kroger
Savings”) which sunset in July 2024.
•“Francisco Partners” refers to investment funds associated with Francisco Partners, including Francisco
Partners IV, L.P. and Francisco Partners IV-A, L.P.
•“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. Monthly Active Consumers from acquired companies are only included beginning in the first full
quarter following the acquisition.
•“Monthly Visitors” refers to the number of individuals who visited our apps and websites in a given calendar
month. Visitors to our apps and websites are counted independently. As a result, a consumer that visits or
engages with our platform through both apps and websites will be counted multiple times in calculating
Monthly Visitors, while family members who use a single computer to visit our websites will be counted only
once. Additionally, Monthly Active Consumers who use a GoodRx code without accessing our apps or websites
(since their GoodRx codes were saved in their profile at the pharmacy), will not be counted as Monthly Visitors.
When presented for a period longer than a calendar month, Monthly Visitors is averaged over each calendar
month in such period.
•"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
a GoodRx code available through our platform at that same pharmacy. In certain circumstances, we may show
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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 either of our subscription
offerings, Gold or Kroger Savings (which sunset in July 2024). References to subscription plans as of a
particular date represents an active subscription to either one of our aforementioned subscription offerings as
of the specified date. Each subscription plan may represent more than one subscriber since family subscription
plans may include multiple members.
•“Silver Lake” and similar references refer to investment funds associated with Silver Lake Partners, including
SLP Geology Aggregator, L.P.
•“Spectrum” refers to investment funds associated with Spectrum Equity, including Spectrum Equity VII, L.P.,
Spectrum VII Investment Managers’ Fund, L.P., Spectrum VII Co-Investment Fund, L.P.
Certain monetary amounts, percentages, and other figures included in this Annual Report on Form 10-K have been
subject to rounding adjustments. Percentage amounts included in this Annual Report on Form 10-K 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 Annual Report on Form 10-K may vary from those obtained by performing the same calculations
using the figures in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Certain
other amounts that appear in this Annual Report on Form 10-K may not sum due to rounding.
Forward-Looking Statements
This Annual Report on Form 10-K 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 (the “Securities Act”), 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K 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, our value proposition, our collaborations and partnerships with third parties, including our
integrated savings program, our direct contracting approach with select pharmacies, the impact of the sunset of certain of
our offerings, anticipated impacts of our restructuring and cost savings initiatives, the impact of a grocery chain not
accepting PBM pricing ("grocer issue") on our future results of operations, stock compensation, our new stock repurchase
program, realizability of deferred tax assets, potential outcomes and estimated impacts of certain legal proceedings, our
business strategy, our plans, market opportunity and growth and our objectives for future operations.
The forward-looking statements in this Annual Report on Form 10-K 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, the important factors discussed in Part I, Item 1A, “Risk Factors” in
this Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The forward-looking statements in this
Annual Report on Form 10-K are based upon information available to us as of the date of this Annual Report on Form 10-K,
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 Annual Report on Form 10-K and the documents that we reference in this Annual Report on Form
10-K and have filed as exhibits to this Annual Report on Form 10-K 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 Annual Report on Form 10-K. Except as required by applicable law, we do not plan to publicly update or revise any
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forward-looking statements contained in this Annual Report on Form 10-K, whether as a result of any new information, future
events or otherwise.
Additionally, any discussion of certain environmental, social and governance (“ESG”) assessments, goals and relevant
issues in our filings with the Securities and Exchange Commission (the “SEC”), including this filing, or other locations, such
as our corporate website, is informed by various ESG standards and frameworks (including standards for the measurement
of underlying data) and the interests of various stakeholders. As such, such information may not be, and should not be
interpreted as necessarily being, “material” under the federal securities laws for SEC reporting purposes. Furthermore, much
of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change.
For additional information, please see Part I, Item 1A, “Risk Factors – The increasing focus on ESG initiatives could increase
our costs, harm our reputation and adversely impact our financial results.”
Summary Risk Factors
Our business is subject to numerous risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors”
in this Annual Report on Form 10-K. You should carefully consider these risks and uncertainties when investing in our Class
A common stock. The principal risks and uncertainties affecting our business include the following:
•Risks related to our limited operating history and recent growth rates could materially adversely impact our
business, financial condition, and results of operations;
•We may be unsuccessful in achieving broad market education and changing consumer purchasing habits;
•We may be unable to continue to attract, acquire and retain consumers, or may fail to do so in a cost-effective
manner;
•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;
•Our business is subject to changes in medication pricing and is significantly impacted by pricing structures
negotiated by industry participants;
•We generally do not control the categories and types of prescriptions for which we can offer savings or
discounted prices;
•We rely on a limited number of industry participants;
•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;
•Our estimated addressable market is subject to inherent challenges and uncertainties. If we overestimate the
size of our addressable market or the various markets in which we operate, our future growth opportunities
may be limited;
•We calculate certain operational metrics using internal systems and tools and do not independently verify such
metrics. Certain metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies
in such metrics may harm our reputation and negatively affect our business;
•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;
•We may be unable to maintain a positive perception regarding our platform or maintain and enhance our
brand;
•We are obligated to maintain effective internal control over financial reporting and any failure to maintain
effective internal controls may cause us to not be able to accurately report our financial condition or results of
operations, which may adversely affect investor confidence in our company and, as a result, the value of our
Class A common stock;
•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;
•We depend on our information technology systems, and those of our third-party vendors, contractors and
consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could
materially adversely affect our business, financial condition and results of operations;
•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;
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•Our business relies on email, mail and other messaging channels and any technical, legal or other restrictions
on the sending of such correspondence or a decrease in consumer willingness to receive such
correspondence could adversely affect our business;
•We face the risk of litigation resulting from unauthorized text messages sent in violation of the Telephone
Consumer Protection Act;
•Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and
consumer protection laws, regulations, standards and other requirements could adversely affect our business,
financial condition and results of operations;
•We may be unable to realize expected benefits from our restructuring and cost reduction efforts and our
business might be adversely affected;
•Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited;
•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;
•A pandemic, epidemic or outbreak of an infectious disease in the United States, has and could in the future
adversely impact our business;
•We may seek to grow our business through acquisitions of, or investments in, new or complementary
businesses, technologies or products, or through strategic alliances, and the failure to manage these
acquisitions, investments or alliances, or to integrate them with our existing business, could have a material
adverse effect on us;
•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;
•Our business depends on network and mobile infrastructure and our ability to maintain and scale our
technology. Any significant interruptions or delays in service on our apps or websites or any undetected errors
or design faults could result in limited capacity, reduced demand, processing delays and loss of consumers;
•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;
•Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking
technologies and other privacy matters could have a material adverse effect on our ability to generate
revenues and could adversely affect our ability to collect proprietary data on consumer behavior;
•We are subject to a series of risks related to climate change;
•The increasing focus on environmental, social and governance initiatives could increase our costs, harm our
reputation and adversely impact our financial results;
•Risks related to our intellectual property could materially adversely impact our business, competitive position,
financial condition, and results of operations;
•Risks related to the healthcare industry, as well as the impact of healthcare reform legislation and other
proposed or future changes, could materially adversely impact our business, financial condition, and results of
operations;
•Risks related to our organizational structure, including agreements and relationships with significant
stockholders, could materially adversely impact our business, financial condition and results of operations;
•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; and
•We may be unable to accurately forecast revenue and appropriately plan our expenses in the future.
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PART I
Item 1. Business.
Overview
Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are
building the leading, consumer-focused digital healthcare platform in the United States.
GoodRx was founded to solve the challenges that consumers face in understanding, accessing, and affording
healthcare. We started with a price comparison tool for prescriptions, offering consumers free access to lower prices on their
medication. This price comparison platform processes over 360 billion pricing data points every day and integrates that data
into a user-friendly interface which provides consumers with curated, geographically relevant prescription pricing, and
access to negotiated prices through GoodRx codes that can be used to save money on prescriptions across the United
States.
Today, we believe our expanded platform improves the health and financial well-being of American families by providing
easy access to price transparency and affordability solutions for generic and brand medications both for consumers and
healthcare providers, other healthcare services, including telehealth services, and wellness related content. We believe that
our offerings provide significant savings to consumers, and can help drive greater medication awareness, access and
adherence, faster treatment and better patient outcomes that also benefit the broader healthcare ecosystem and its
stakeholders.
We see exciting growth potential as we continue to attract new consumers through our existing offerings, launch new
offerings to address more of the needs of healthcare consumers, and improve healthcare affordability and access for all
Americans. As we extend our platform, we believe that we can create multiple monetization opportunities at different stages
of the consumer healthcare journey, enabling us to drive higher expected consumer lifetime value without significant
additional consumer acquisition costs.
Industry Challenges
Despite the approximately $4.9 trillion U.S. healthcare market being one of the largest sectors of the U.S. economy, it
remains opaque and highly fragmented for consumers. Even simple healthcare transactions, such as finding a doctor or
filling a prescription at an affordable price, are often difficult. This can lead to confusion, inefficiency and unneeded additional
costs for consumers and the healthcare system. The pharmacy is the de-facto “front door” to American healthcare, with
frequent consumer interaction and engagement. However, finding affordable prices for prescriptions is complicated by a lack
of price transparency, a confusing reimbursement and insurance landscape and a fragmented marketplace in which the list
prices for the same medication can vary significantly across pharmacies. We believe that these challenges are driven in part
by a lack of solutions that enable consumers to easily search, discover and access the product or service that they need at
an affordable price. Consumer-focused technology solutions are essential in healthcare given that the stakes involve
peoples’ health and lives.
Our Market Opportunity
A paradigm shift is occurring in healthcare as consumers are both increasingly informed and cost-conscious. We
believe that allowing people to transact using more information than ever before will help Americans consume healthcare
more efficiently. This can be accomplished by providing a healthcare platform that allows consumers to search a broad
range of choices and offerings, discover what is best for them, transact based on their preferences, and receive the best
price while doing so.
We believe this market opportunity is substantial and estimate the total addressable market ("TAM") for our primary
solutions to be between $600 billion and $710 billion. This includes a $581 billion to $691 billion prescription opportunity,
which is inclusive of our estimated value of prescriptions that are written but not filled, and a $19 billion pharma
manufacturer solutions opportunity.
Prescription Opportunity
We started our business with a focus on the U.S. prescriptions market. The majority of the utilization of our platform
relates to generic medications. We also enable consumers to save on brand medications. We believe that the prices
available through our platform are highly competitive, for both insured and uninsured consumers, and our platform enables
consumers to save on prescription medications regardless of whether the consumer is insured or not. We believe we can
drive significant growth in our prescription opportunity through our ability to continue to provide attractive prescription pricing
to consumers.
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Pharma Manufacturer Solutions Opportunity
Brand medications tend to be expensive, and insurance coverage is complicated and may be restrictive. Pharma
manufacturers provide affordability solutions, such as co-pay cards, patient assistance programs including point-of-sale
discount programs, and other savings options, so that consumers can access their medications. We partner with pharma
manufacturers to advertise and integrate these affordability solutions into our platform. We believe this offering can deliver
incremental margin as we deploy these solutions across our existing base of consumers and visitors, introduce new
solutions, and increase the number of brands and manufacturers with which we work.
Our Value Proposition
We positively impact many key stakeholders in the healthcare ecosystem. We believe that consumers, healthcare
providers, PBMs, pharmacies and pharma manufacturers all win with GoodRx. This, in turn, can drive beneficial and self-
reinforcing network effects.
Our value proposition by stakeholder is described below:
•Consumers:Our platform provides consumers with a variety of mobile-first offerings designed to make their
access to healthcare simple and more affordable. These solutions increase medication adherence, reduce
strain on hospital emergency departments and physicians, and improve health outcomes.
◦Our prescription transactions offering, part of our prescription marketplace, provides curated,
geographically relevant price comparisons and negotiated prices on prescriptions that generate
substantial savings to our consumers. Our negotiated prices for prescriptions are often cheaper than
the average commercial insurance co-pays. Access to discounted prices is free for consumers
through our platform.
◦Our subscription offerings, part of our prescription marketplace, provide consumers and their families
with access to even lower prescription prices on select medications in select pharmacies for a
monthly or annual subscription fee. Gold also provides mail delivery and discounted access to our
GoodRx Care telehealth services at no additional cost.
◦Our pharma manufacturer solutions offering provides advertising and integrated consumer
affordability solutions to pharma manufacturers with the goal of improving access to and affordability
of brand medications for consumers.
◦Our platform provides educational resources to help inform consumers about their healthcare. We
provide consumers with expert medication information, as well as pricing and coverage information
made possible through our robust data sources and staff of experienced researchers.
•Healthcare Professionals: Physicians and other healthcare professionals are motivated to help patients, and,
increasingly, are judged by patient outcomes. We help these healthcare professionals improve patient
outcomes by encouraging medication adherence and providing a consumer-friendly service. In addition, our
Provider Mode platform provides healthcare providers with a more customized experience and tools to support
patients throughout their healthcare journey. Further, we are able to integrate our pricing information and
GoodRx codes directly into Electronic Health Record (“EHR”) systems, enabling healthcare professionals to
provide prices from our platform directly to their patients at the point of prescribing, including via EHR-sent text
messages and emails. We help physicians engage with patients more efficiently through our products and
services.
•Healthcare Companies: PBMs, pharmacies and pharma manufacturers use our platform to reach and provide
affordability solutions to consumers. We play a valuable role within the healthcare ecosystem by aggregating,
normalizing, and presenting information from all of these constituents on a single platform for the consumer.
Through the deep relationships that we have developed with these stakeholders over many years, we are able
to continually improve our offerings and achieve better pricing outcomes for consumers.
◦Pharmacy Benefit Managers: PBMs aggregate consumer demand to negotiate prescription
medication prices with pharmacies and manufacturers. PBMs aggregate 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. We provide a platform through which PBMs
can drive incremental volume to these networks by offering their discounted prices to our consumers.
We expand the market for PBMs by increasing their cash network transaction volumes and by adding
new consumers to the overall prescriptions market, many of whom, both insured and uninsured,
would otherwise not fill their prescriptions because of high deductibles or prices. We believe that, for
many of our PBM partners, we are their only significant direct-to-consumer channel. To date, no PBM
has terminated a relationship with GoodRx, Inc., which highlights the strength of our relationships
alongside the value we deliver.
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◦Pharmacies: With GoodRx, pharmacies can reduce ‘walk away’ patients and prescriptions abandoned
at the counter due to high cost, and can also increase overall sales through additional foot-traffic. We
work closely with pharmacies to ensure that pharmacists are educated on how to use our apps and
websites, and know how to apply GoodRx codes at the point of sale. Additionally, we enter into direct
contractual agreements with select pharmacies to provide consumers access to discounted prices
and further drive incremental sales to these partner pharmacies. Consumers can use GoodRx at
nearly every retail pharmacy in the United States.
◦Pharma Manufacturers: Brand medications tend to be more expensive than generics, and insurance
coverage is complicated. GoodRx works with pharma manufacturers to advertise, integrate and
enhance consumer awareness, access and uptake of their various savings solutions for brand
medications, increasing the likelihood that a consumer will start or continue to take their prescribed
medication.
Our Offerings
Prescription Marketplace
Our prescription marketplace consists of our prescription transactions offering and our supplemental subscription and
telehealth offerings. Through our GoodRx Care platform, we offer consumers access to telehealth visits on a cash-pay basis
outside of insurance. We believe our telehealth offering principally enhances the accessibility of our prescription transactions
and subscription offerings for consumers.
Prescription Transactions Offering
We have built a vast network of relationships, contracts and integrations with key stakeholders in the healthcare
industry. Our proprietary technology enables us to aggregate prescription pricing data points from sources spanning the
healthcare industry. We structure and normalize the presentation of the data to give consumers curated, geographically
relevant pricing information that is accessible through our apps or websites for free. By normalize, we refer to a process of
taking the various different pricing methodologies and medication lists from each of our sources, and homogenizing the
presentation of this data so that prices are directly comparable. Consumers can choose the lowest price from a selection of
nearby pharmacies, save a GoodRx code to their mobile device for free and present that code at their pharmacy to access
that low price.
Once a consumer has used a GoodRx code from our platform to purchase a prescription, that code is recorded in the
pharmacy’s database and the consumer is not required to present their GoodRx code again for subsequent prescription
refills, or, in many cases, for additional prescriptions that the consumer purchases at that pharmacy. We earn revenue upon
the initial usage of the GoodRx code when the consumer realizes savings compared to the list price at the pharmacy, and
we continue to earn revenue when the consumer returns to the pharmacy for refills and new prescriptions. This results in
high repeat activity, which refers to the second and later use of our discounted prices by a single GoodRx consumer, on our
platform. We track prices and update our database on a daily basis, which helps ensure that consumers have access to
accurate prescription pricing.
Our pricing sources span the healthcare industry and include PBMs, pharmacies, pharma manufacturers, patient
assistance programs, and others, making it difficult to replicate the data we possess and share with consumers. We believe
it is important to work with as many of the key stakeholders of the healthcare industry as possible in order to increase the
affordability options for our consumers. Our broad set of long-term relationships across the industry, combined with our
proprietary platform, allows us to present highly competitive prices to consumers.
PBMs are the most common source of pricing information. Our proprietary technology enables us to combine prices
from multiple PBMs and other industry sources and display it on a single consumer interface. We believe that we maintain
the largest database of aggregated pricing information across PBMs in the United States. When a transaction occurs in
which one of our consumers fills a prescription and saves compared to the list price using a GoodRx code, the PBM
receives a portion of the price that the consumer paid. We receive a percentage of this amount or a fixed payment from the
PBM as compensation for directing the consumer to that PBM’s pricing and the pharmacy.
As we help more consumers save money on their medications and drive additional traffic through various PBMs, we
increase our scale, which we believe over time leads to lower prices for our consumers. We have steadily increased the
number of PBMs with which we work over time. To date, no PBM has terminated a relationship with GoodRx, Inc. Even if a
contract with a PBM were to be terminated, many of our contracts require the PBM to continue to pay us for activity by
consumers originally directed to their pricing by us, even subsequent to the contract termination. The ongoing payment
obligation can continue for so long as the underlying PBM-specific pricing is used, or for certain partners, for a specified
multi-year period, depending on the terms of our contract with the PBM. Throughout our history, we have been able to help
our consumers realize increased savings. PBM mix and relative share on our platform has varied over time as we have
added new PBMs and as certain PBMs have delivered more or less favorable pricing relative to other PBMs. Even as the
mix has changed, we have continued to grow the number of pricing data points processed by our platform and deliver a
strong value proposition to our consumers. We believe that our sources of pricing are sufficiently broad and robust that the
loss of any one PBM or other healthcare partner would generally result in minimal disruption in our ability to provide
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competitive discounts and pricing. Although the majority of our pricing information comes from PBMs, we also collect pricing
data points from other sources. Starting in 2023, we commenced operation of our integrated savings program, which
integrates our competitive discounts and pricing in a seamless experience at the pharmacy counter for eligible plan
members served by certain PBM partners. Eligible plan members only need to utilize their existing benefit card at their
preferred in-network pharmacy to benefit from our discounts and pricing, with no further action required.
In 2022, we began to enter into direct contractual agreements with select pharmacies to complement the existing
contractual agreements with our PBM partners. We believe our hybrid approach will help us build stronger lines of
communication and stronger relationships with our retailers by helping drive traffic and margin while continuing to deliver
great affordability to consumers. Our direct agreements with partner pharmacies enable us to negotiate more competitive
prescription prices offered at these pharmacies and therefore provide an additional source of pricing information to be
displayed on our platform, creating pricing transparency and value for consumers. We receive a fixed or variable fee from
our partner pharmacy as compensation for processing the consumer's claim at the point of sale.
Subscription Offerings
Our subscription offerings provide additional benefits to consumers of our prescription transactions offering. We
leverage our relationships across the healthcare ecosystem and our product expertise to provide subscribers with even
greater savings and convenience at select pharmacies. Our subscription offerings are designed to be easy to use and
provide subscribers with added benefits and features, such as increased discounts on prescription prices, discounted virtual
care visits, and free home delivery on eligible medications.
•Gold: We offer a subscription savings program whereby subscribers generally pay a monthly or annual fee for
access to even lower prices in select participating pharmacies amongst other benefits, including a mail delivery
feature.
•Partnership Subscriptions:From time to time, we may partner with retailers to offer tailored subscription
products. For example, we previously partnered with Kroger, one of the largest retail pharmacies in the United
States, to offer Kroger Savings to their consumers for an annual fee, a portion of which we shared with Kroger
until the program sunset in July 2024.
Pharma Manufacturer Solutions Offering
Brand medications tend to be expensive, and insurance coverage is complicated and may be restrictive. As a result,
many consumers are not able to access or afford their medications.
Pharma manufacturers provide affordability solutions such as co-pay cards, patient assistance programs, care portals
and other savings options so that consumers can access their medications. We partner with pharma manufacturers to
advertise and integrate these affordability solutions into our platform. For example, our point-of-sale discount programs help
lower the cash price of certain branded medications for consumers at the pharmacy counter with little friction, and are
increasingly being used by pharma manufacturers to reach more patients.
We believe our trusted brand, large volume of high intent consumers and easy-to-use interface make our platform
highly attractive to pharma manufacturers. These solutions generally increase medication awareness, access and
adherence and can lead to faster treatment and better patient outcomes.
We believe our pharma manufacturer solutions offering delivers a product that both increases overall consumer
satisfaction and drives incremental consumer lifetime value at a low incremental cost to us.
We expect to grow this offering through further engagement with pharma manufacturers. We believe this offering can
deliver incremental margin as we deploy these solutions across our existing base of consumers and visitors.
Sales & Marketing
Consumers come to our platform organically and also through our sales and marketing initiatives. The GoodRx brand
benefits from word-of-mouth recommendations to consumers from friends, healthcare professionals and pharmacists, as
well as press coverage, which drives significant unpaid traffic to our apps and websites.
In addition to organic consumer acquisition, our sales and marketing efforts are designed to bring new consumers onto
our platform for the first time and to re-engage existing consumers. We acquire new consumers through a variety of
channels, including: (i) direct to consumer marketing which includes TV, paid search or other digital campaigns; (ii)
marketing through healthcare partnerships which includes marketing materials in physician offices and integrating pricing
from our platform into EHR providers' prescribing workflows so that healthcare professionals can provide prices from our
platform to their patients at the point of prescribing; (iii) marketing through partnerships with other affiliates to distribute our
discounts and solutions to a broader target audience outside of the healthcare ecosystem; and (iv) through content creation
which increases traffic to the GoodRx apps and websites such as from GoodRx Health, which provides visitors with
thousands of articles with research-backed answers to health questions and provides us with more opportunities to convert
visitors to active consumers. We have and may in the future offer incentives to certain consumers that further reduce
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discounted prices offered on our platform for a limited time and on a limited number of prescription drugs to attract new and
re-engage existing consumers.
We believe that we still have significant opportunities to improve our unaided awareness, to build our brand, as well as
to scale existing marketing channels, and unlock new ones.
We also deploy a variety of consumer retention tools on our platform, such as savings information retained in pharmacy
databases so consumers do not have to re-present GoodRx codes, providing alerts and refill reminders to consumers and
links to our other offerings to improve consumer's overall experience using our platform, and strong consumer support and
patient advocacy services to help consumers understand how best to afford their medication.
Our Technology
The key elements of our technology include:
•Proprietary Pricing Engine: Our price ingestion technology enables us to link with multiple sources spanning
the healthcare industry. In addition, we have proprietary patented technology related to collecting and
normalizing prices from multiple PBMs and presenting them using a single consumer interface.
•Constant Data Refresh: Displaying our prescription- and location-specific list of prices to each consumer in
near real-time requires the rapid processing of a significant amount of data, the use of complex predictive
models, and sophisticated software programming and design.
•Living Database: Our dataset becomes more comprehensive and accurate with every prescription filled. We
use our proprietary algorithms to create actionable insights and continuously improve our consumer
experience. Our database is central to the value that we provide to our consumers through accurate pricing
and improved recommendations. We refer to our data as “living,” meaning that it is dynamic and continually
being updated or refined.
•Artificial Intelligence/Machine Learning: Our engine is also able to learn from and react to changes in
prescribing habits or to ensure that consumers are selecting the accurate dosing or form of a given medication.
For example, our engine will automatically show the most common dose of a given medication. We also take
into account pharmacy-level dispensing patterns that may impact the price of a medication, such as when two
pharmacy locations that are part of the same pharmacy chain dispense the same medication, but source the
medication from different manufacturers.
•Scalable: Our digital platform is cloud native, scalable and reliable. We leverage major third-party cloud and
data service providers and have built a modular system of services on top of this infrastructure.
•Secure: Trust is critical to our relationship with both our consumers and our partners and we take security and
privacy very seriously. We implement security procedures and policies informed by various industry-standard
frameworks. Our operations are audited annually as part of a SOC2 audit, based on principles developed by
the American Institute of Certified Public Accountants and we have obtained SOC2 certification with respect to
our prescription transactions offering and subscription offerings. In addition, our security is tested through our
bug-bounty program. We continue to expand our team and solutions to address emerging risks and changes in
the threat landscape.
Our Growth Strategy
The key elements of our growth strategy include:
•Continue to Attract New Consumers: We believe that we have a significant opportunity to serve all
Americans. By growing awareness of our existing offerings and through the extension of our platform into
many of the other areas of healthcare that lack price transparency and consumer empowerment, we believe
that we can address an increasingly larger portion of the healthcare market in the United States and fill more
gaps across the healthcare journey for our consumers.
•Continue to Facilitate Existing GoodRx Consumers’ Adoption of Multiple GoodRx Offerings: We aim to
increase the number of our monetization channels used by our existing consumers. We believe that this will
result in higher consumer satisfaction and be accretive to our consumer lifetime value and to our margins in
the medium to long term, without significant additional consumer acquisition costs.
•Continue to Build the GoodRx Brand: We believe that there are significant opportunities to increase
awareness and educate healthcare consumers regarding prescription pricing, as well as our platform and
solutions. As we continue to build our brand, we anticipate that many of the consumers who do not fully
understand prescription pricing, or that are not aware of tools such as our platform, will begin using our
platform.
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•Invest in Product Offerings: We plan to continue to invest in and scale our range of product offerings to
better address the needs of consumers, provide them with better pricing, and improve their overall healthcare
journey. We have a multi-prong approach for this strategy which includes:
◦Pharma Manufacturer Solutions Offering: We believe our trusted brand, large volume of high intent
consumers and easy-to-use consumer experience make our offering highly attractive to pharma
manufacturers. The solutions offered by pharma manufacturers on our platform can increase the
likelihood that consumers will start to take or continue to take their prescribed medication. We plan to
continue to expand the number of pharma manufacturers with which we work, increase brand
penetration, and increase the number of solutions each of them uses, as well as enhance our existing
offerings and introduce new integrated technology solutions that will allow manufacturers to interact
with our consumer base more effectively.
◦Subscription Offerings:We believe our subscription offerings, and our Gold subscription offering in
particular, have higher lifetime value than our prescription transactions offering. We will continue to
increase the value proposition for consumers by bundling various existing and new offerings in
affordable and consumer-friendly subscription packages.
•Future Expansion Opportunities: We believe there are many other areas of healthcare that could benefit