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Item 7. 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 audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 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 under Part I, Item 1A, “Risk Factors” and in other parts of this Annual Report on

Form 10-K. A discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 has been

reported previously in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on

February 29, 2024, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of

Operations.”

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. Copays have continued to trend

upward in recent years and we believe as insurance providers continue to shift the cost burden more and more to

consumers, consumers are now more than ever searching for sustainable affordable healthcare solutions which, in turn,

strengthens our value proposition. We believe our financial results reflect the significant market demand for our offerings and

the value that we provide to the broader healthcare ecosystem.

We have seen rapid changes in the U.S. retail pharmacy landscape recently with Rite Aid's store closures in addition to

announcements of store closures and reduction of footprint from various other retail pharmacies, including Walgreens.

Future store closures and reduction of footprint from retail pharmacies are expected to have an immediate adverse impact

on our prescription volume and prescription transactions revenue. However, we believe this impact to be largely transient as

we expect prescription volume to migrate to other in-network pharmacies 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

as a result of the pharmacies' increased focus on rationalizing their spending, which in turn has had and may have an impact

on our prescription transactions revenue.

For the year ended December 31, 2024 as compared to the year ended December 31, 2023:

•Revenue increased6% to $792.3 million from $750.3 million;

•Adjusted Revenue increased4% to $792.3 million from $760.3 million;

•Net income and net income margin were $16.4 million and 2.1%, respectively, compared to net loss and net

loss margin of $8.9 million and 1.2%, respectively; and

•Adjusted EBITDA and Adjusted EBITDA Margin were $260.2 million and 32.8%, respectively, compared to

$217.4 million and 28.6%, respectively.

Revenue, net income (loss) and net income (loss) margin are financial measures prepared in conformity with

accounting principles generally accepted in the United States ("GAAP"). Adjusted Revenue, Adjusted EBITDA and Adjusted

EBITDA Margin are non-GAAP financial measures. For a reconciliation and presentation of Adjusted Revenue, Adjusted

EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measures, information about why we

consider Adjusted Revenue, 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"

included within this Part II, Item 7 of this Annual Report on Form 10-K.

Seasonality

We typically experience stronger consumer demand during the first and fourth quarters of each year, which coincide

with generally higher consumer healthcare spending, doctor office visits, annual benefit enrollment season, and seasonal

cold and flu trends. For our integrated savings program, we may experience stronger traffic during the first half of each year

since more claims are likely to be routed through GoodRx while plan members are in the deductible phase of their health

plans. We may also experience stronger demand for our pharma manufacturer solutions offering during the fourth quarter of

each year, which coincides with pharma manufacturers' annual budgetary spending patterns. In addition, this seasonality

may impact revenue and sales and marketing expense. PBM-pharmacy issues, including changes in the retail landscape, as

well as macroeconomic events such as the COVID-19 pandemic may have masked some of these trends in recent periods

and may continue to impact these trends in the future.

Recent Development

On January 13, 2025, we acquired substantially all of the assets and assembled workforce of the prescription savings

business of Vivid Clear Rx, Inc. for $30.0 million in cash. See Note 19 in the notes to our audited consolidated financial

statements included elsewhere in this Annual Report on Form 10-K.

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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.

We exited the fourth quarter of 2024 with over7 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 December 31, 2024 and subscribers to our subscription plans as of December 31,

2024.

Monthly Active Consumers

Three Months Ended

Subscription Plans

Subscription plans have been impacted by a sequential decline in our subscription plans for Kroger Savings as a result

of reduced marketing spend in relation to that offering, which sunset in July 2024.

As of

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.

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 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 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 Annual Report on Form 10-K, limiting their usefulness as comparative

measures.

The following table presents a reconciliation of net income (loss) and revenue, the most directly comparable financial

measures calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively, and presents net

income (loss) margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted

EBITDA Margin:

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Year Ended December 31,

Adjusted to exclude the following:

Loss on extinguishment of debt 2,077 —

Financing related expenses (1) 898 —

Acquisition related expenses (2) 557 1,777

Payroll tax expense related to stock-based compensation 2,471 1,693

Loss on operating lease assets (5) — 1,353

Adjusted to exclude the following:

Client contract termination costs — 10,000

Net income (loss) margin 2.1% (1.2%)

Adjusted EBITDA Margin 32.8% 28.6%

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(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 losses from the disposal of certain technology and certain capitalized

software.

(4)Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters.

(5)Loss on operating lease assets include losses incurred relating to the abandonment or sublease of certain leased

office spaces.

Components of our Results of Operations

For a description of the components of our results of operations, see Note 2 to our audited consolidated financial

statements included elsewhere in this Annual Report on Form 10-K.

Our revenue is primarily derived from prescription transactions revenue that is generated when pharmacies fill

prescriptions for consumers, and from other revenue streams such as pharma manufacturer solutions, our subscription

offerings, and our telehealth services. We consider PBMs, pharmacies, pharma manufacturers and consumers of our

subscription and telehealth services, for which we have direct contractual agreements, to be our primary customers. We

expect pharma manufacturer solutions to continue 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. All of our revenue has been generated in the United States.

Prior to December 2023, we provided consumer incentives principally in the form of discounts to a limited number of

consumers on a limited number of prescription drugs for a limited time ("limited marketing promotions"). Consumer discounts

on prescription drugs with partner pharmacies as our customers were recognized as a reduction of prescription transactions

revenue. For consumer discounts on prescription drugs with PBMs as our customers, we evaluate whether such discounts

represent payments to a customer, which are recognized as a reduction of prescription transactions revenue if no distinct

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benefit is received, or whether the discounts relate to limited marketing promotions, which are recognized as sales and

marketing expenses. We consider various factors including whether the discounts are made available for a limited time on a

limited number of prescription drugs, consumer eligibility requirements, whether discounts are targeted towards consumer

transactions with specific partner pharmacies or PBMs, and whether there is involvement or reasonable expectations of our

customers with regards to the discounts. In December 2023, we implemented a change in some aspects of our consumer

incentives program whereby the incentives are no longer limited marketing promotions and we believe our customers can

now reasonably expect to benefit from these incentives. As a result, all consumer discounts subsequent to this change were

and are expected to continue to be recognized as a reduction of prescription transactions revenue.

Results of Operations

The following table sets forth our results of operations for the years ended December 31, 2024 and 2023:

Revenue:

Costs and operating expenses:

Other expense, net:

Loss on extinguishment of debt (2,077) —% — 0% (2,077) n/m

Revenue

Prescription transactions revenueincreased$26.8 million, or 5%, year-over-year, primarily as a result of a 7%increase

in the number of our average Monthly Active Consumers from organic growth, including expansion of our integrated savings

program, which integrates our discounts and pricing in a seamless experience over the pharmacy counter for eligible plan

members served by certain PBM partners.

Subscription revenue decreased$7.9 million, or 8%, year-over year, primarily driven by a decrease in the number of

subscription plans due to the sunset of Kroger Savings resulting in 684 thousand subscription plans as of December 31,

2024 compared to884 thousand as of December 31, 2023. Kroger Savings contributed $9.0 million of subscription revenue

in 2023 and $1.1 million in 2024. Given the subscription fee is higher for Gold relative to Kroger Savings, the sunset of

Kroger Savings resulted in a higher year-over-year decline in subscription plans relative to subscription revenue.

Pharma manufacturer solutions revenue increased$22.2 million, or 26%, year-over year, driven by organic growth as

we continued to expand our market penetration with pharma manufacturers and other customers. The prior year included a

$10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our restructuring

activities, which was recognized as a reduction of revenue. vitaCare Prescription Services, Inc., ("vitaCare"), a solution

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impacted by the restructuring, contributed ($2.2) million of net revenue in 2023 (which is net of the $10.0 million contract

termination payment described above) compared to nil in 2024. We expect pharma manufacturer solutions to continue 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.

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue is largely driven by the growth of our visitor, subscriber and active consumer base, as well as our

offering mix. Our cost of revenue as a percentage of revenue may vary based on the change in mix of our various offerings.

Cost of revenue decreased$18.7 million, or 28%, year-over-year, primarily driven by a $17.0 million decrease in

outsourced and in-house personnel and other costs related to consumer support and a $5.9 million decrease in allocated

overhead due to lower average headcount, principally as a result of the restructuring of our pharma manufacturer solutions

offering in 2023. The impact from these drivers was partially offset by a $3.8 million increase in processing fees due to

growth in our prescription transactions revenue.

Product development and technology

Product development and technology expenses are primarily driven by changes in headcount and investments to

support and develop our various products. We capitalize certain qualified costs related to the development of internal-use

software, which may cause product development and technology expenses to vary from period to period.

Product development and technology expenses decreased$12.1 million, or 9%, year-over-year, primarily driven by a

$9.4 million decrease in payroll and related costs largely due to higher capitalization of such costs related to the

development of internal-use software and a $8.0 million loss recognized in 2023 on the disposal of certain capitalized

software that were not yet ready for their intended use, principally as a result of the restructuring of our pharma

manufacturer solutions offering. The impact from these drivers was partially offset by a $4.3 million increase in third-party

services and contractors associated with product development and allocated overhead.

Sales and marketing

Sales and marketing expenses are primarily driven by investments to grow and retain our consumer base and may

fluctuate based on the timing of our investments in consumer acquisition and retention. We continuously evaluate the impact

of sales and marketing activities on our business and actively manage our sales and marketing spend, including investment

in consumer acquisition, which is largely variable, as market and business conditions change.

Sales and marketing expenses increased$25.8 million, or 8%, year-over-year primarily driven by a $21.8 million

increase in payroll and related costs, principally due to higher average headcount and higher stock-based compensation

expense, due to a reversal in 2023 of previously recognized stock-based compensation expense as certain performance

milestones were no longer probable of being met in addition to changes in our employee composition. The year-over-year

change was also driven by a $12.6 million increase in advertising expenses, $11.0 million increase in third-party marketing

expenses, and a $5.0 million increase in restructuring related costs. The impact from these drivers was partially offset by a

$27.1 million decrease in promotional expenses substantially in the form of consumer discounts. Beginning in December

2023, consumer discounts have been recognized as a reduction of revenue as a result of a change in some aspects of our

consumer incentives program as described above.

General and administrative

General and administrative expenses are primarily driven by changes in headcount and investments to support our

compliance and reporting obligations as a public company. General and administrative expenses may vary from period to

period based on the timing and extent of business mergers, acquisitions and dispositions, to support our organic growth, and

financing activities. Impairments and disposals of long-lived assets may also cause general and administrative expenses to

fluctuate period to period.

General and administrative expenses decreased$7.7 million, or 6%, year-over-year, primarily driven by a $16.1 million

decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020 and a $3.0 million

decrease in professional fees. The impact from these drivers was partially offset by a net $12.9 million increase in an

estimated loss with respect to ongoing class action litigations.

Depreciation and amortization

Our depreciation and amortization changes are primarily based on changes in our property and equipment, intangible

assets, and capitalized software balances and estimates of useful lives.

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Depreciation and amortization expenses decreased$38.1 million, or 35%, year-over-year, primarily driven by $46.7

million of amortization recognized in 2023 related to certain intangible assets, which had been accelerated in connection

with the restructuring of our pharma manufacturer solutions offering. The impact from this driver was partially offset 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 2024 related to third-party transaction costs as a result of our debt

refinance in July 2024. For additional information, see Note 12 in the notes to our audited consolidated financial statement

appearing elsewhere in this Annual Report on Form 10-K. We recognized other expense of $4.0 million in 2023 related to an

impairment loss on one of our minority equity interest investments.

Loss on Extinguishment of Debt

We recognized a loss on extinguishment of debt of $2.1 million in 2024 related to the write-off of a portion of existing

unamortized debt issuance costs and discounts as a result of our debt refinance in July 2024. For additional information, see

Note 12 in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-

Interest Income

Interest income decreased by $8.9 million, or 28%, year-over-year, primarily due to lower average balance of cash

equivalents held in U.S. treasury securities money market funds.

Interest Expense

Interest expense decreased by $3.8 million, or 7%, year-over-year, primarily due to lower average debt balances,

partially offset by higher interest rates.

Income Taxes

In 2024, we had an income tax expense of $15.1 million compared to an income tax benefit of $46.7 million in 2023 and

an effective income tax rate of 47.9% and 84.0%, respectively. The year-over-year change in our income taxes was primarily

due to the tax benefit recognized in 2023 from the release of our valuation allowance against our beginning of the year net

deferred tax assets in excess of tax amortizable goodwill. This was partially offset by a decrease in excess tax effects from

equity awards, tax effects from nondeductible officers' compensation and an increase in U.S. federal research and

development tax credits. For information regarding our valuation allowance analysis, see Part II, Item 7, "Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—

Income Taxes—Valuation of Deferred Tax Assets" and Note 11 in the notes to our audited consolidated financial statements

included elsewhere in this Annual Report on Form 10-K.

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. Our principal sources of liquidity are our cash and cash

equivalents and borrowings available under our $100.0 million secured revolving credit facility, of which $12.0 millionwill

mature on July 11, 2025 and $88.0 million on April 10, 2029. As of December 31, 2024, we had cash and cash equivalents

of $448.3 million and $91.7 million available under our revolving credit facility. For additional information regarding our

revolving credit facility and our term loan, see Note 12 to our audited consolidated financial statements included elsewhere

in this Annual Report on Form 10-K.

Our primary short-term and long-term requirements for liquidity and capital are to finance working capital including our

noncancelable operating lease obligations, interest and principal payments related to our outstanding debt arrangements,

share repurchases, capital expenditures, general corporate purposes, and business acquisitions and investments we may

make from time to time.

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 our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K. 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.” For additional

information regarding our cash requirements from noncancelable operating lease obligations, terms and commitments under

our debt arrangements including our term loan and revolving credit facility, and other commitments and contingencies, see

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Note 10, Note 12 and Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on

Form 10-K, respectively.

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

and socio-political events, has resulted in, and may continue to result in, significant disruption of global financial markets,

including rising interest rates, reducing our ability to access capital. If we are unable to raise additional funds when 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 existing 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 restricted pursuant to the terms of our debt arrangements as of December 31, 2024. Since the restricted net

assets of GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X,

refer to Note 18 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for

condensed parent company financial information of GoodRx Holdings, Inc.

Cash Flows

Year Ended December 31,

Net cash used in investing activities (70,347) (55,766)

Net change in cash and cash equivalents $(223,950) $(84,869)

Net cash provided by operating activities

Net cash provided by operating activities consists of net income (loss) adjusted for certain non-cash items and changes

in assets and liabilities. The $45.6 million year-over-year increase in net cash provided by operations was due to an increase

in earnings after adjusting for non-cash adjustments and a decrease of $24.0 million in cash outflow from changes in

operating assets and liabilities. The changes in operating assets and liabilities were primarily driven by the timing of income

tax payments and refunds, as well as by the timing of payments of accounts payable and collections of accounts receivable.

Net cash used in investing activities

Net cash used in investing activities primarily consists of cash used for software development costs and capital

expenditures, and may also include cash used for acquisitions and investments that we may make from time to time. The

$14.6 millionincrease in net cash used in investing activities was primarily driven by a $14.4 millionincrease in capitalization

of certain qualified costs related to the development of internal-use software.

Net cash used in financing activities

Net cash used in financing activities primarily consists of payments related to our debt arrangements, repurchases of

our Class A common stock, and net share settlement of equity awards, partially offset by debt borrowings, and proceeds

from exercise of stock options as well as our employee stock purchase plan. The $170.1 million year-over-year increase in

net cash used in financing activities was primarily driven by an increase of $161.7 million of net repayments on our term loan

as a result of our debt refinance in July 2024 and a $54.9 millionincrease in payments for repurchases of our Class A

common stock. The impact from these drivers was partially offset by a $35.7 milliondecrease in employee taxes paid related

to net share settlement of equity awards and a $13.1 millionincrease in proceeds from exercise of stock options.

Recent Accounting Pronouncements

See Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for

further information on certain accounting standards adopted in 2024 and recent accounting announcements that have not

yet been required to be implemented and may be applicable to our future operations.

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Critical Accounting Policies and Estimates

Our audited consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on

Form 10-K are prepared in accordance with GAAP. The preparation of consolidated financial statements also requires us to

make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and

related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be

reasonable under the circumstances. Actual results could differ significantly from our estimates. An accounting policy is

deemed critical if it is both important to the portrayal of our financial condition and results and requires us to make difficult,

subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are

inherently uncertain. An accounting estimate is deemed critical where the nature of the estimate is material due to the levels

of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to

change, and the impact of the estimate on our financial condition or operating performance is material. We believe that the

accounting policies described below involve a significant degree of judgment and complexity. Accordingly, we believe these

are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of

operations. For further information of the below critical accounting policies and estimates and our other significant

accounting policies, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on

Form 10-K.

Revenue Recognition

Revenue recognition represents an important accounting policy to the understanding of our financial condition and

results of operations. Our revenue recognition does not involve any critical accounting estimates. For information regarding

our revenue recognition accounting policy, see Note 2 to our audited consolidated financial statements included elsewhere

in this Annual Report on Form 10-K.

Business Combinations

We recognize tangible and intangible assets acquired and liabilities assumed in a business combination at fair value at

the acquisition date in accordance with Accounting Standards Codification 805, Business Combinations. Any excess

consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Contingent

consideration arising from a business combination, if any, is included as part of purchase consideration and recognized at

fair value as of the acquisition date. Contingent consideration arrangements are remeasured to fair value at each reporting

period subsequent to the acquisition date until the contingency is resolved.

The valuations of intangible assets and contingent consideration use different valuation methods depending on the

asset acquired and underlying nature of the contingency and may include significant estimates and judgments.

During 2022, we acquired vitaCare Prescription Services, Inc. ("vitaCare") and our critical accounting estimates at the

date of acquisition related to assumptions used in the valuation of developed technology and customer relationships

intangible assets and the contingent consideration receivable.

The fair values of the developed technology and customer relationships were estimated using a discounted cash flow

method and the fair value of the contingent consideration receivable at the acquisition date was based on the present value

of the expected future annual minimum guaranteed payments in excess of the estimated fair value of the pharmacy services

expected to be provided to the seller.

These methods included various assumptions and estimates including revenue and margin forecasts, our ability to

renew contracts in a competitive bidding process and the necessary resources and investments to support these contracts,

the seller's ability to continue to order such services given the seller's liquidity position, and discount rates. The discount

rates reflected the perceived risk of each forecast, which required significant judgment. A change in the estimated risk of the

cash flows would have changed the discount rates applied, which in turn could have significantly affected the valuation of

our acquired developed technology, customer relationships intangible assets, and the contingent consideration receivable.

The contingency associated with the vitaCare contingent consideration receivable was resolved during 2022 which

reduced its fair value to nil.

There were no business acquisitions during 2023 or 2024.

Income Taxes—Valuation of Deferred Tax Assets

Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years.

Such assets arise because of temporary differences between the financial reporting and tax basis of assets and liabilities, as

well as from net operating losses and tax credits. We evaluate the recoverability of deferred tax assets by assessing all

available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation

allowance for deferred tax assets is needed. A valuation allowance is established if it is more likely than not that all or a

portion of deferred tax assets will not be realized. The determination of whether a valuation allowance should be

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established, as well as the amount of such allowance, requires significant judgment and estimates, including estimates of

future earnings. Accordingly, the valuation of our net deferred tax assets is a critical accounting estimate.

In evaluating the realizability of our net deferred tax assets, we perform an assessment each reporting period of both

positive and negative evidence. As of December 31, 2022, we maintained a full valuation allowance against our net deferred

tax assets in excess of amortizable goodwill as the objectively verifiable negative evidence outweighed the positive

evidence. We determined it was more likely than not that our deferred tax assets would not be realized. In 2023, our

determination changed, as the objectively verifiable positive evidence outweighed the negative evidence. Positive evidence

reviewed included sustained tax profitability (pre-tax earnings or losses adjusted for permanent book to tax differences),

which was objective and verifiable, and anticipated future earnings. The sustained trend of tax profitability realized began in

2022 and has continued through the end of 2023. Additional positive evidence reviewed included (i) stock options granted

that will expire 10 years from the date of grant if unexercised; and (ii) an indefinite carryforward period for certain deferred

tax assets. Although we still have a significant number of outstanding stock options granted prior to our IPO available to be

exercised in future tax periods, which may generate incremental excess tax benefits if they are exercised, the degree of

excess tax benefits that will be realized in the future will depend on many factors outside of our control, including the closing

prices of our Class A common stock in the future and stock option exercises being initiated by employees. Further, we have

granted additional equity awards to our employees since our IPO at various closing prices of our Class A common stock

which when vested or exercised, could offset, partially offset or supplement the incremental excess tax benefits to be

realized from the exercise of stock options granted prior to our IPO in future tax periods. The positive evidence described

above continued to hold through the end of 2024.

We apply judgment to consider the relative impact of negative and positive evidence and the weight given to negative

and positive evidence is commensurate with the extent to which such evidence can be objectively verified. Based on our

evaluation of all available positive and negative evidence, and by placing greater weight on the sustained tax profitability

achieved since 2022, which was objectively verifiable, and anticipated future earnings, we believed that a valuation

allowance against the majority of our net deferred tax assets was no longer required and released $54.6 million of our

valuation allowance as an income tax benefit during 2023. As of December 31, 2024 and 2023, we continued to believe that

our net deferred taxes with the exception of certain standalone tax filings' net deferred tax assets would be realized. Our

judgment regarding the need for a valuation allowance may reasonably change in future reporting periods due to many

factors, including changes in the level of tax profitability that we achieve, changes in tax laws or regulations, and price

fluctuations of our Class A common stock and its related future tax effects from our outstanding equity awards.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We only have operations within the United States and therefore do not have any foreign currency exposure. We are

exposed to market risks in the ordinary course of our business, including the effects of interest rate changes.

Interest Rate Risk

Our exposures to market risk for changes in interest rates relate primarily to our debt arrangements which bears floating

interest rates and a rising interest rate environment will increase the amount of interest paid on these loans. A hypothetical

100 basis point increase in interest rates would have increased our interest expense by $5.3 million for the year ended

December 31, 2024.

Impact of Inflation

We do not believe that inflation has had a material effect on our business, results of operations or financial condition.

Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such

higher costs. Our inability or failure to do so could harm our business, financial condition and results of operations.

Item 8. Financial Statements and Supplementary Data.

The financial statements required to be filed pursuant to this Item 8 are appended to this report. An index of those

financial statements is found in Item 15 of Part IV of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and

procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource

constraints and that management is required to apply judgment in evaluating the benefits of possible controls and

procedures relative to their costs.

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 Annual Report on Form 10-K, 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 December 31, 2024, our disclosure controls and

procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we

file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in

SEC rules and forms, and that such information is accumulated and communicated to our management, including our

principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required

disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as

defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial

statements for external purposes in accordance with GAAP.

Under the supervision and with the participation of our management, including our principal executive officer and

principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of

December 31, 2024 based on the framework set forth in Internal Control – Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework set forth in Internal Control – Integrated Framework (2013), our

management concluded that our internal control over financial reporting was effective as of December 31, 2024.

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The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by

PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Part IV,

Item 15 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were 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 December 31, 2024 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

During the three months ended December 31, 2024, other than as described below for Trevor Bezdek and Douglas

Hirsch, 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 (a "Rule 10b5-1 Trading Plan") or any "non-Rule 10b5-1 trading

arrangement" (as defined in Item 408(c) of Regulation S-K of the Exchange Act).

On December 16, 2024, Trevor Bezdek, our Co-Chairman and a director, and a grantor retained annuity trust, of which

Mr. Bezdek is the sole trustee and annuitant, early terminated their existing Rule 10b5-1 Trading Plan initially adopted on

June 7, 2024 for the sale of 5,391,994 shares of our Class A common stock, that was otherwise expected to remain in effect

until the earlier of (i) June 6, 2025, (ii) the date on which all trades set forth in such plan had been executed, or (iii) such time

as it was otherwise terminated according to its terms.

On December 16, 2024, Douglas Hirsch, a director, and a grantor retained annuity trust, of which Mr. Hirsch is the sole

trustee and annuitant, early terminated their existing Rule 10b5-1 Trading Plan initially adopted on June 7, 2024 for the sale

of 5,391,994 shares of our Class A common stock, that was otherwise expected to remain in effect until the earlier of (i) June

6, 2025, (ii) the date on which all trades set forth in such plan had been executed, or (iii) such time as it was otherwise

terminated according to its terms.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following information with respect to our Board and executive officers is presented as ofFebruary 27, 2025:

Name Age Position at GoodRx Principal Employment

Wendy Barnes 52 Chief Executive Officer, President & Director Same

Christopher McGinnis 53 Chief Financial Officer & Treasurer Same

Romin Nabiey 38 Chief Accounting Officer Same

Trevor Bezdek 47 Co-Chairman & Director Same

Scott Wagner 54 Co-Chairman & Director —

Christopher Adams 45 Director Partner at Francisco Partners Management, L.P.

Ronald E. Bruehlman 64 Director Chief Financial Officer of IQVIA Holdings Inc.

Ian T. Clark 64 Director Public Company Director

Douglas Hirsch 54 Director —

Kelly J. Kennedy 56 Director Chief Financial Officer of Willow Innovations

Gregory Mondre 50 Director Co-Chief Executive Officer of Silver Lake

Agnes Rey-Giraud 60 Director Founder and Chairman of Acera Surgical Inc.