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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, 2024 compared to the year ended December 31, 2023 and other

information related to the year ended December 31, 2023 has been reported previously in our Annual Report on Form 10-K

for the year ended December 31, 2024 filed with the SEC on February 27, 2025, under the heading “Management’s

Discussion and Analysis of Financial Condition and Results of Operations.”

Overview

Our mission is to help Americans save time and money when filling their medications. To achieve this, we are building

the leading consumer-focused digital healthcare platform in the United States. For example, during 2025, we announced the

launch of our first condition-specific subscription program for erectile dysfunction and continued to expand to other

conditions including hair loss and weight loss. Certain of these condition-specific subscription programs offer consumers a

single solution for comprehensive care by bundling the clinician visit, prescription (if deemed medically appropriate by the

treating healthcare provider), and related delivery for a single total subscription price. During 2025, we also continued to

grow our consumer direct pricing and announced a collaboration with a pharmaceutical manufacturer to offer eligible

patients nationwide two of the most in-demand GLP-1 medications at a significantly lower cash price through our platform.

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

business. For example, in July 2025, Congress passed a budget bill that cuts federal funding for Medicaid among other

health insurance programs, as well as tightens eligibility requirements and increases the frequency of Medicaid coverage

determinations. Further, copays on prescription medication have continued to trend upward in recent years and we believe

as insurance providers and government programs continue to shift the cost burden more to consumers, including through

changes to ACA marketplace subsidies, consumers are now more than ever searching for sustainable and affordable

healthcare solutions which we believe strengthens our value proposition. Separately, certain major drug producers and

manufacturers have negotiated or are in negotiations with the current Presidential administration to receive relief from the

potential imposition of a 100% tariff on any branded or patented pharmaceutical product produced outside of the United

States. As a result of these negotiations, certain manufacturers have announced their participation in a new government

sponsored direct-to-consumer platform called “TrumpRx.gov” ("TrumpRx"), which was launched in February 2026 and is

designed to offer consumers discounts on their products and some specialty brands. GoodRx is a key integration partner for

pharma manufacturers offering discounted cash prices on TrumpRx at launch. Any potential impact on our business,

offerings, or results of operations are unclear at this time but may be significant. With the introduction of these federal

initiatives, including the renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward greater

transparency and direct-to-consumer access. For us, this evolution is both an opportunity and a clear validation of our

mission.

Conversely, we have seen rapid changes in the U.S. retail pharmacy landscape as well, with announcements of store

closures and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens. In early May 2025, Rite

Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process.

Consequently, we saw several PBMs remove Rite Aid from their networks, causing immediate cessation in the associated

claims volume, as well as rapid store closures, which altogether adversely impacted our ability to recapture these claims in

the near term. As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened

renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the

pharmacies' increased focus on rationalizing their spending. Furthermore, in 2025, we saw a material volume reduction in

one of our integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience at

the pharmacy counter for eligible plan members served by certain PBM partners. Integrated savings programs are operated

through PBMs who decide how to implement and manage these programs. These external factors have adversely impacted

our prescription transactions revenue, financial results, and Monthly Active Consumers that we expect will continue in the

near term with the combined total impact to prescription transactions revenue estimated to be $35.0 million to $40.0 million

in 2025.

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

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

continuing to position our pharma direct offering as a key driver of growth. As we increase investment in our pharma direct

as well as subscription offerings, we expect near-term impact on our prescription transactions unit economics and revenue

in 2026. Accordingly, while this transition may impact near-term financial performance, we believe it enhances our long-term

growth prospect and ability to create sustainable value.

For the year ended December 31, 2025 as compared to the year ended December 31, 2024:

•Revenue increased1% to $796.9 million from $792.3 million;

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•Net income and net income margin were $30.4 million and 3.8%, respectively, compared to $16.4 million and

2.1%, respectively; and

•Adjusted EBITDA and Adjusted EBITDA Margin were $270.5 million and 33.9%, respectively, compared to

$260.2 million and 32.8%, respectively.

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

generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial

measures. For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly

comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin

useful and a discussion of the material risks and limitations of these measures, please see “Key Financial and Operating

Metrics – Non-GAAP Financial Measures" 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 ourGoodRx Pharma Direct (formerly pharma manufacturer solutions

and referred to hereafter as "pharma direct") 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

may have masked some of these trends in recent periods and may continue to impact these trends in the future.

Key Financial and Operating Metrics

We use Monthly Active Consumers, subscription plans, Adjusted EBITDA, and Adjusted EBITDA Margin to assess our

performance, make strategic and offering decisions and build our financial projections. The number of Monthly Active

Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our marketing and

engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with consumers. As our

business continues to evolve, we are reassessing the Monthly Active Consumers metric as a primary indicator of

performance to ensure it aligns with how we measure growth and profitability.

Monthly Active Consumers

The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers beginning in

the second quarter of 2025.

Three Months Ended

Subscription Plans

Subscription plans through the second quarter of 2024 included subscription plans for Kroger Savings, which sunset in

July 2024.

As of

Non-GAAP Financial Measures

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 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 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

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on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business and other

income or expense, net. These excluded items are either non-cash charges or such that we believe they do not represent

our underlying core operating performance and that their exclusion provides investors with a better understanding of the

factors and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of

Adjusted Revenue. Adjusted Revenue is a non-GAAP financial measure defined as revenue excluding client contract

termination costs associated with restructuring related activities. We exclude these costs from revenue because we believe

they are not indicative of past or future underlying performance of the business. For 2025 and 2024, revenue equaled

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, the most directly comparable financial measure calculated in

accordance with GAAP, to Adjusted EBITDA, and presents net income margin, the most directly comparable financial

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

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) 1,539 557

Restructuring related expenses (3) 7,676 8,902

Payroll tax expense related to stock-based compensation 1,697 2,471

Loss on operating lease asset (5) 4,409 —

Net income margin 3.8% 2.1%

Adjusted EBITDA Margin 33.9% 32.8%

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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. 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, and as applicable, contract termination costs and losses from the disposal of certain technology and

capitalized software.

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

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

abandonment of leased office space.

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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 direct, our subscription offerings, and our

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

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

our revenue has been generated in the United States.

Results of Operations

The following table sets forth our results of operations for the years ended December 31, 2025 and 2024:

Revenue:

Costs and operating expenses:

Other expense, net:

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

Revenue

Prescription transactions revenue decreased$33.5 million, or 6%, year-over-year, primarily as a result of a 14%

decrease in Monthly Active Consumers due to the broader changes in the retail pharmacy landscape, including store

closures, and volume reduction in one of our integrated savings programs as discussed above, partially offset principally by

improved unit economics related to contracting with certain of our customers and partners and favorable changes in sales

mix. Revenue contribution from our 2025 acquisitions was approximately 1% of prescription transactions revenue.

Subscription revenue decreased$2.8 million, or 3%, year-over year, primarily driven by a decrease in the number of

subscription plans with 674 thousand subscription plans as of December 31, 2025 compared to 684 thousand as of

December 31, 2024.

Pharma direct revenue increased$44.1 million, or 41%, year-over year, driven by organic growth as we continued to

expand our market penetration with pharma manufacturers and other customers. We expect pharma direct revenue 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 direct offering.

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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 increased$9.4 million, or 19%, year-over-year, primarily driven by an increase in processing fees.

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$2.7 million, or 2%, year-over-year, primarily driven by a

$8.4 million decrease in payroll and related costs largely due to higher capitalization of such costs related to the

development of internal-use software, partially offset principally by an increase in third-party services and contractors

associated with non-capitalizable product development activities.

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 decreased$35.6 million, or 10%, year-over-year primarily driven by a $13.2 million

decrease in stock-based compensation expense largely as a result of changes in our employee composition, $12.4 million

decrease in third-party marketing expenses, and an $8.1 million decrease in advertising expenses.

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$3.9 million, or 3%, year-over-year, primarily driven by a $7.5 million

decrease in estimated legal settlement expense with respect to an ongoing class action litigation, partially offset principally

by an increase in professional fees. We recognized a $4.4 million impairment loss related to a leased office space in 2025

which was entirely offset by a $4.4 million decrease in stock-based compensation expense related to awards granted to our

Co-Founders in 2020 that fully vested by the end of 2024.

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.

Depreciation and amortization expenses increased$15.7 million, or 23%, year-over-year, primarily driven by higher

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

of new products and features.

Other Expense

We recognized other expense of $2.7 million in 2024 related to third-party transaction costs as a result of our debt

refinancing in July 2024.

Loss on Extinguishment of Debt

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

unamortized debt issuance costs and discounts as a result of our debt refinancing in July 2024.

Interest Income

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Interest incomedecreased$12.3 million, or 53%, year-over-year, primarily due to lower average balance of cash

equivalents held in U.S. treasury securities money market funds and lower interest rates.

Interest Expense

Interest expense decreased$10.3 million, or 19%, year-over-year, primarily due to lower average debt balances and

lower interest rates.

Income Taxes

For the years ended December 31, 2025 and 2024, we had an income tax expense of $26.1 million and $15.1 million,

respectively, and an effective income tax rate of 46.2% and 47.9%, respectively. The year-over-year change in income tax

expense was primarily due to higher income before income taxes and lower 2025 tax benefits due to the timing of expiration

of statute of limitation of unrecognized tax benefits.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity

issuances, and borrowings under our long-term debt arrangements. As of December 31, 2025, our principal sources of

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

that matures on April 10, 2029. As of December 31, 2025, we had cash and cash equivalents of $261.8 million and $80.2

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

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,

new or increased tariffs, and socio-political events, has resulted in, and may continue to result in, significant disruption of

global financial markets, including rising interest rates, which could reduce our ability to access capital. If we are unable to

raise additional funds when needed or on the terms desired, our business, financial condition, and results of operations

could be adversely affected.

Holding Company Status

GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result,

GoodRx Holdings, Inc. is largely dependent upon cash distributions and other transfers from its subsidiaries to meet its

obligations and to make future dividend payments, if any. Our 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, 2025. Since the restricted net

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

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.

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Cash Flows

Year Ended December 31,

Net cash used in investing activities (119,960) (70,347)

Net change in cash and cash equivalents $(186,526) $(223,950)

Net cash provided by operating activities

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

assets and liabilities. The $16.0 million year-over-year decrease in net cash provided by operations was due to an increase

of $58.5 million in cash outflow from changes in operating assets and liabilities, partially offset by an increase in earnings

after adjusting for non-cash adjustments. The changes in operating assets and liabilities were primarily driven by the timing

of payments of accounts payable and prescription reimbursement liabilities, collections of accounts receivable and

prescription reimbursement assets, and the timing of income tax payments and refunds.

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

$49.6 millionincrease in net cash used in investing activities was primarily driven by cash paid for business acquisitions in

2025.

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. The $103.0 million year-over-year decrease in net cash used in financing activities was primarily

driven by a decrease of $162.0 million in net repayments on our term loan as a result of our debt refinance in July 2024 and

a $15.3 milliondecrease in employee taxes paid related to net share settlement of equity awards. The impact from these

drivers was partially offset by a $57.5 millionincrease in payments for repurchases of our Class A common stock and a

$19.0 milliondecrease 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 onanaccounting standard adopted in 2025 and recent accounting announcements that have not yet

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

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

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

in this Annual Report on Form 10-K.

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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 exposure to market risk for changes in interest rates relates primarily to our debt arrangements with 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 $5.0 million for the year ended December 31,

2025.

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, 2025, 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, 2025 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, 2025.

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The effectiveness of our internal control over financial reporting as of December 31, 2025 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, 2025 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, 2025, none of our directors or officers (as defined in Section 16 of the

Exchange Act), adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of our

securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (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).

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 of February 25, 2026:

Name Age Position at GoodRx Principal Employment

Wendy Barnes 53 Chief Executive Officer, President & Director Same

Christopher McGinnis 54 Chief Financial Officer & Treasurer Same

Romin Nabiey 39 Chief Accounting Officer Same

Trevor Bezdek 48 Co-Chairman & Director —

Scott Wagner 55 Co-Chairman & Director —

Christopher Adams 46 Director Partner at Francisco Partners Management, L.P.

Ronald E. Bruehlman 65 Director Chief Financial Officer of IQVIA Holdings Inc.

Ian T. Clark 65 Director Public Company Director

Douglas Hirsch 55 Director —

Kelly J. Kennedy 57 Director Chief Financial Officer of Willow Innovations

Gregory Mondre 51 Director Co-Chief Executive Officer of Silver Lake

Agnes Rey-Giraud 61 Director Founder and Chairman of Acera Surgical Inc.

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual