GoodRx Holdings, Inc. GDRX Form 10-Q filing Q2 FY2026

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

(1) Repurchases of Class A common stock for the three months ended March 31, 2025 include 20.0 million shares

repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class

A common stock upon such repurchase) for an aggregate consideration of $84.9 million. See "Note 9.

Stockholders' Equity" for additional information.

See accompanying notes to condensed consolidated financial statements.

(1) Prior to December 31, 2025, prescription reimbursement assets were presented as a component of prepaid

expenses and other current assets, and prescription reimbursement liabilities as a component of accounts payable

and accrued expenses and other current liabilities. Prior period amounts have been reclassified to conform to the

current period presentation. These reclassifications had no impact on previously reported cash flows provided by

operating activities.

(2) Repurchases of Class A common stock for the six months ended June 30, 2025 include 20.0 million shares

repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class

A common stock upon such repurchase) for an aggregate consideration of $84.9 million. See "Note 9.

Stockholders' Equity" for additional information.

GoodRx Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business

GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other

than its ownership in its consolidated subsidiaries. GoodRx, Inc. ("GoodRx"), a Delaware corporation initially formed in

September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned

subsidiary of GoodRx Holdings, Inc.

GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help

consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that

provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices

through our codes that can be used to save money on prescriptions across the United States (the "prescription transactions

offering"). We also offer other healthcare products and services, including subscription programs, solutions for

pharmaceutical manufacturers and other customers, referred to as GoodRx Pharma Direct ("Pharma Direct"), and telehealth

services.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with

accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the

Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures

normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed

or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited

consolidated financial statements for the year ended December 31, 2025 and the related notes, which are included in our

Annual Report on Form 10-K filed with the SEC on February 26, 2026 ("2025 10-K"). The December 31, 2025 condensed

consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed

consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring

items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the

three and six months ended June 30, 2026 are not necessarily indicative of the results expected for the full year ending

December 31, 2026.

There have been no material changes in significant accounting policies during the three and six months ended June 30,

2026 from those disclosed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial

statements included in our 2025 10-K.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned

subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions

have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial

statements from their respective dates of acquisition.

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available

that is regularly provided to the chief operating decision maker ("CODM") in deciding how to allocate resources and in

assessing performance. Our CODM manages our business on the basis of one operating segment.

Our operating segment derives revenue in a manner as described in "Note 2. Summary of Significant Accounting

Policies" in the notes to our consolidated financial statements included in our 2025 10-K. Our CODM is our principal

executive officer, who is our Chief Executive Officer and President. Consolidated net income or loss is the measure of

segment profit or loss reviewed by our CODM in assessing segment performance and deciding how to allocate resources.

Our CODM uses consolidated net income or loss to monitor budget versus actual results, review historical company

performance trends, conduct benchmark analysis of our peers and competitors, and evaluate management’s compensation.

Significant expenses included in the reported measure of segment profit or loss regularly provided to our CODM are on a

consolidated basis as presented in the accompanying condensed consolidated statements of operations.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to

make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements,

including the accompanying notes. We base our estimates on historical factors; current circumstances; macroeconomic

events and conditions; and the experience and judgment of our management. We evaluate our estimates and assumptions

on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of

operations reported in future periods.

Certain Risks and Concentrations

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash,

cash equivalents and accounts receivable.

We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally

insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash

are financially sound and, accordingly, minimal credit risk exists with respect to these balances. However, market conditions

can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our

cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or

at all. We have not experienced any losses in such accounts.

We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the

date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of

$114.0 million and $164.0 million at June 30, 2026 and December 31, 2025, respectively, were classified as Level 1 of the

fair value hierarchy and valued using quoted market prices in active markets.

We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For each of the three and six months ended June 30, 2026,

no customer accounted for more than 10% of our revenue. For each of the three and six months ended June 30, 2025, one

customer accounted for 12% of our revenue. At June 30, 2026, one customer accounted for 11% of our accounts receivable

balance. At December 31, 2025, no customer accounted for more than 10% of our accounts receivable balance.

Prescription Reimbursement Assets and Prescription Reimbursement Liabilities

Consumer direct pricing is an affordability solution under our pharma direct offering that allows pharma manufacturers to

use our platform to set and fund a portion of the consumer cash price for their prescription drugs at the point of sale. We

generally require deposits from pharma manufacturers which are included as a component of prescription reimbursement

liabilities on our condensed consolidated balance sheets and shall not be offset against other amounts owed to us. We

generally invoice pharma manufacturers for the funded amounts a month in arrears and payment is generally due within

thirty days of invoicing. Funded amounts owed to us are presented as a component of prescription reimbursement assets on

our condensed consolidated balance sheets.

We remit reimbursements of the funded amounts to pharmacies, or intermediaries. Funded amounts owed to

pharmacies, or intermediaries, are presented as a component of prescription reimbursement liabilities on our condensed

consolidated balance sheets. Pharmacies, or intermediaries, may also require deposits from us. These deposits are

included as a component of prescription reimbursement assets on our condensed consolidated balance sheets and shall not

be offset against other amounts owed to them. At June 30, 2026 and December 31, 2025, a majority of our prescription

reimbursement assets were with two counterparties.

Equity Investments

We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership

interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant

influence over the operating and financial policies of the investees. The equity investments are accounted for under the

measurement alternative in accordance with Accounting Standards Codification ("ASC") 321, Investments – Equity

Securities, which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. We did

not recognize any changes resulting from observable price changes or impairment losses on our minority equity interest

investments during the three and six months ended June 30, 2026 and 2025. Equity investments included in other assets on

our condensed consolidated balance sheets were $15.0 million as of June 30, 2026 and December 31, 2025.

Impairment of Long-Lived Assets

We account for the impairment of long-lived assets in accordance with ASC 360, Property, Plant, and Equipment. In

accordance with ASC 360, long-lived assets to be held and used are reviewed for impairment when events or changes in

circumstances indicate that their carrying values may not be recoverable. We perform impairment testing at the asset group

level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other

assets and liabilities. An impairment loss is recognized when estimated undiscounted future cash flows expected to result

from the use of the asset and its eventual disposition are less than its carrying value. If an asset is determined to be

impaired, the impairment is measured by the amount that the carrying value of the asset exceeds its fair value.

During the three months ended March 31, 2025, we recognized an impairment loss of $4.4 million within general and

administrative expenses to reduce the carrying value of an asset group to its estimated fair value of $3.4 million. The

impairment charge was due to a significant deterioration in the sublease market and rental rates whereby the carrying value

of the asset group was not recoverable. We otherwise have not recognized any impairment losses of our long-lived assets

during the three and six months ended June 30, 2026 and 2025.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncement

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and

Contract Assets for Private Companies and Certain Not-For-Profit Entities. This ASU amends ASC 326-20 in part to provide

a practical expedient election to assume that current conditions as of the balance sheet date do not change for the

remaining life of current accounts receivable and/or current contract assets arising from transactions accounted for under

Topic 606, Revenue from Contracts with Customers. This ASU is effective for all entities for annual reporting periods

beginning after December 15, 2025, and for interim reporting periods within those annual reporting periods. We adopted this

standard effective January 1, 2026, and the adoption did not have a material impact on our condensed consolidated

financial statements.

Recently Issued Accounting Pronouncements - Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic

350-40), which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The

amendments in this ASU, amongst other things, eliminate accounting considerations of software development stages and

instead require entities to capitalize internal-use software costs when management commits to funding the software project

and it is probable the project will be completed and will be used to perform the function intended. This ASU will be effective

for all entities for annual reporting periods beginning after December 15, 2027, and for interim reporting periods within those

annual reporting periods. Early adoption of this ASU is permitted and can be applied retrospectively, prospectively or on a

modified prospective basis. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial

statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve

the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented

expense captions. This ASU requires entities to disclose the amounts of purchases of inventory, employee compensation,

depreciation and intangible asset amortization included in each relevant expense caption; as well as a qualitative description

of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also

requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling

expenses. In January 2025, the FASB issued ASU 2025-01 which clarified the effective date of this ASU. This ASU applies

to all public entities and will be effective for fiscal years beginning after December 15, 2026, and for interim periods within

fiscal years beginning after December 15, 2027. Early adoption of this ASU is permitted. This ASU should be applied either

prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any

or all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption of this ASU

on our consolidated financial statements disclosures.

3. Business Combination

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

savings business of Vivid Clear Rx, Inc., for $30.0 million in cash. VCRx operates a price comparison platform that provides

consumer prescription savings through its partnership with PBMs. The acquisition expands our consumer reach particularly

with respect to our prescription transactions offering.

Goodwill associated with this acquisition totaled $11.0 million and primarily related to the expected long-term synergies

and other benefits, including the acquired assembled workforce. The goodwill is deductible for tax purposes. Identifiable

intangible assets related to this acquisition totaled $19.0 million, of which $18.1 million was attributable to a customer related

intangible asset, with an estimated useful life of 6 years.

4. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

Deferred revenue represents payments received in advance for subscriptions and providing services for certain

advertising contracts with customers. We expect substantially all of the deferred revenue at June 30, 2026 will be

recognized as revenue within the subsequent twelve months. Of the $6.7 million of deferred revenue at December 31, 2025,

$0.9 million and $5.4 million was recognized as revenue during the three and six months ended June 30, 2026, respectively.

Revenue recognized during the three and six months ended June 30, 2025 of $0.9 million and $5.2 million, respectively, was

included as deferred revenue at December 31, 2024.

5. Income Taxes

We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to

income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our

estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes

for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and

permanent differences.

The effective income tax rate for the three months ended June 30, 2026 and 2025 was 44.8% and 34.4%, respectively.

The effective income tax rate for the six months ended June 30, 2026 and 2025 was 54.0% and 34.1%, respectively. The

primary differences between our effective income tax rates and the federal statutory tax rate for the three and six months

ended June 30, 2026 and 2025 were due to the effects of non-deductible officers’ stock-based compensation expense, state

income taxes, benefits from research and development tax credits, and tax effects from our equity awards.

6. Debt

Our First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provides for (i) a $500.0 million

term loan maturing on July 10, 2029 ("2024 Term Loan Facility"); and (ii) a revolving credit facility for up to $88.0 million (the

"Revolving Credit Facility") maturing on April 10, 2029. As of June 30, 2026, there were no changes to the terms of our 2024

Term Loan Facility and Revolving Credit Facility as disclosed in Note 12 to our consolidated financial statements included in

our 2025 10-K.

The effective interest rate on our term loans for the three months ended June 30, 2026 and 2025 was 7.85% and

8.60%, respectively. The effective interest rate on our term loans for the six months ended June 30, 2026 and 2025 was

7.86% and 8.56%, respectively.

We had no borrowings against the Revolving Credit Facility as of June 30, 2026 and December 31, 2025.

We had outstanding letters of credit issued against the Revolving Credit Facility for $7.6 million and $7.8 million as of

June 30, 2026 and December 31, 2025, respectively, which reduce our available borrowings under the Revolving Credit

Facility.

Our debt balance is as follows:

The estimated fair value of our debt was $469.1 million as of June 30, 2026 and approximated its carrying value as of

December 31, 2025, based on inputs categorized as Level 2 in the fair value hierarchy.

Under the Credit Agreement, we are subject to a financial covenant requiring maintenance of a First Lien Net Leverage

Ratio (as defined in the Credit Agreement) not to exceed 8.2 to 1.0 only in the event that the amounts outstanding under the

Revolving Credit Facility exceed a specified percentage of commitments under the Revolving Credit Facility, and other

nonfinancial covenants under the Credit Agreement. At June 30, 2026, we were in compliance with our covenants under the

Credit Agreement.

7. Commitments and Contingencies

Aside from the below, as of June 30, 2026, there were no material changes to our commitments and contingencies as

disclosed in the notes to our consolidated financial statements included in our 2025 10-K.

Legal Contingencies

Consumer privacy class action - Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five

separate putative class action lawsuits against Google, Meta, Criteo and us, alleging generally that we have not adequately

protected consumer privacy and that we communicated consumer information to third parties, including the three co-

defendants. Four of the plaintiffs allege common law intrusion upon seclusion and unjust enrichment claims, as well as

claims under California’s Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act,

and Unfair Competition Law. One of these four plaintiffs additionally brings a claim under the Electronic Communications

Privacy Act. The fifth plaintiff brings claims for common-law unjust enrichment and violations of New York’s General

Business Law. Four of these cases were originally filed in the United States District Court for the Northern District of

California ("NDCA") (Cases No. 3:23-cv-00501; 3:23-cv-00744; 3:23-cv-00940; and 4:23-cv-01293). One case was originally

filed in the United States District Court for the Southern District of New York (Case No. 1:23-cv-00943); however, that case

was voluntarily dismissed and re-filed in the NDCA (Case No. 3:23-cv-01508). These five matters have been consolidated

and assigned to U.S. District Judge Araceli Martínez-Olguín in the NDCA. The court also set a briefing schedule for filing a

single consolidated complaint, which the plaintiffs filed on May 21, 2023 (Case No. 3:23-cv-00501-AMO; the "NDCA Class

Action Matter"), as well as motions to dismiss and motions to compel arbitration. In addition to the aforementioned claims,

the plaintiffs in the now consolidated matter bring claims under the Illinois Consumer Fraud and Deceptive Business

Practices Act, common law negligence and negligence per se, in each case, pleaded in the alternative. The plaintiffs are

seeking various forms of monetary damages (such as statutory damages, compensatory damages, attorneys’ fees and

disgorgement of profits) as well as injunctive relief. Briefing on the motions to dismiss and motions to compel arbitration was

completed on August 24, 2023.

On October 27, 2023, six plaintiffs filed a class action complaint (Case No. 1:23-cv-24127-BB; the “SDFL Class Action

Matter”) against us in the United States District Court for the Southern District of Florida ("SDFL"). The plaintiffs alleged, on

behalf of the same nationwide class as the NDCA Class Action Matter, substantially the same statutory and common law

violation claims as alleged in that matter as well as claims based on the federal Electronic Communications Privacy Act,

invasion of privacy under California common law and the California constitution, invasion of privacy under New Jersey's

Constitution, and violations of Pennsylvania’s Wiretapping and Electronic Surveillance Control Act, Florida’s Security of

Communications Act, New York’s Civil Rights Law and Stop Hack and Improve Electronic Data Security Act. The plaintiffs in

the SDFL Class Action Matter seek various forms of monetary damages as well as injunctive and other unspecified equitable

relief.

On October 27, 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action

Matter, on behalf of a nationwide settlement class that includes the NDCA Class Action Matter, which provides for a payment

of $13.0 million by us. On October 30, 2023, the plaintiffs in the SDFL Class Action Matter filed a motion and memorandum

in support of preliminary approval of the proposed class action settlement and, on October 31, 2023, the SDFL granted

preliminary approval of the proposed settlement. Members of the class have the opportunity to opt-out of the class and

commence their own actions.

In response to the proposed settlement in the SDFL Class Action Matter, plaintiffs in the NDCA Class Action Matter filed

(i) on November 1, 2023, a motion in the NDCA for an order to require us to cease litigation of, or alternatively file a motion

to stay in, the SDFL Class Action Matter and enjoin us from seeking settlement with counsel other than plaintiffs’ counsel in

the NDCA Class Action Matter; and (ii) on November 2, 2023, a motion in the SDFL for that court to allow them to intervene

and appear in the SDFL action, transfer the SDFL Class Action Matter to the NDCA and reconsider and deny its preliminary

approval of the proposed settlement. The SDFL has issued an order requiring the SDFL plaintiffs to, among other things, file

a response to the NDCA plaintiffs' motion to intervene. Additionally, U.S. District Judge Araceli Martínez-Olguín in the NDCA

issued an order for us to show cause as to why we should not be sanctioned for an alleged failure to provide notification to

the NDCA of the pendency of the SDFL Class Action Matter. We filed our written response to this order on November 8,

2023. The NDCA held a hearing on November 14, 2023, and ordered parties to the litigation to participate in mediation. The

parties participated in mediation on January 10, 2024, and agreed to participate in an additional day of mediation, which

occurred on March 7, 2024.

On December 3, 2024, the SDFL plaintiffs filed a voluntary motion to dismiss, with prejudice, which was approved by

the court on December 4, 2024. On November 25, 2024, we entered into a settlement agreement with the NDCA plaintiffs

for $25.0 million, subject to approval by the court. On June 12, 2025, the court denied the motion for preliminary approval of

the settlement with prejudice, with leave for the plaintiffs to refile with additional information requested by the court. Based

on the settlement agreement, an estimated probable loss of $25.0 million was included within accrued expenses and other

current liabilities on our condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025. Additionally, we estimated a probable loss of $5.5 million relating to the indemnification of certain parties named in the class action

lawsuits, which was included within accrued expenses and other current liabilities on our condensed consolidated balance

sheets as of June 30, 2026 and December 31, 2025. While these amounts represent our best judgment of the probable

losses based on the information currently available to us, they are subject to significant judgments and estimates and

numerous factors beyond our control, including, without limitation, final approval of the court.

On November 19, 2025, together with another party named in the class action lawsuit, we filed an amended settlement

agreement. On November 26, 2025, plaintiffs filed a motion for preliminary approval of the class settlement. On January 16,

2026, the court denied the motion for preliminary approval of the settlement, requesting additional information from the

plaintiffs. On March 24, 2026, the plaintiffs filed an administrative motion for leave to submit supplemental brief to address

the court's concerns and request for status conference. On March 26, 2026, the court denied the motion but granted

plaintiffs leave to submit a new motion for preliminary approval. Plaintiffs filed a new motion for preliminary approval on June

1, 2026, which is set for a hearing on September 3, 2026. The terms of the amended settlement agreement were reflective

of the aggregate probable loss recorded in connection with this matter and, as such, we did not accrue for any additional

amounts. The results of legal proceedings are inherently uncertain, and upon final resolution of these matters, it is

reasonably possible that the actual loss may differ from our estimates.

Consumer state litigations - On May 28, 2024, The Bert and Annette Mullens Foundation ("Mullens Foundation") filed a

lawsuit against us in Pope County, Arkansas, alleging that we violated an Arkansas statute related to the distribution of

health-related discount cards. Specifically, the statute provides that each discount card must “expressly provide in bold and

prominent type that the discounts are not insurance.” Ark. Code Ann. § 4-106-201(1). Furthermore, the statute provides that

each card must “expressly provide in bold and prominent type on the card or in a statement attached to the card that the

consumer has the right to cancel his or her registration within thirty (30) days from the effective date of the card.” Ark. Code

Ann. § 4-106-201(2). The plaintiff alleges that our cards did not comply with these requirements, and sought an injunction

and statutory damages. We filed a motion to dismiss the complaint, which was denied on December 2, 2024. On May 9,

2025, the Arkansas Attorney General moved to intervene in the case. On May 13, 2025, the plaintiff moved for partial

summary judgment, which we and the Arkansas Attorney General opposed. Separately, on September 24, 2025, the State of

Arkansas, ex rel. Tim Griffin, Attorney General, filed suit in Faulkner County, Arkansas alleging the same violations of Ark.

Code Ann. § 4-106-201 et seq. as the Mullens Foundation in addition to violations of the Arkansas Deceptive Trade

Practices Act ("ADTPA"). On September 25, 2025, the Circuit Court of Faulkner County entered a Consent Judgment

through which the plaintiff, acting parens patriae for the people of Arkansas, released us from any and all claims and

remedies available or potentially available under the ADTPA and the discount card statute, Ark. Code Ann. §§ 4-106-201 et

seq. for GoodRx discount cards sold, marketed, promoted, advertised, or otherwise distributed in Arkansas from January 1,

2022 until the effective date of the agreement. As part of the Consent Judgment, we also agreed to pay immaterial monetary

relief. On July 20, 2026, the Arkansas Attorney General moved to intervene to move for summary judgment dismissing the

Mullens Foundation case.

Furthermore, on June 11, 2024, the Minnesota Teamsters Service Bureau also filed a lawsuit against us in Hennepin

County, Minnesota, alleging that we violated a Minnesota statute related to the distribution of health-related discount cards.

Specifically, the statute provides that each discount card must “expressly provide in bold and prominent type that the

discounts are not insurance.” Minn. Stat. Ann. § 325F.784, subd. 1(1). The plaintiff alleges that our cards do not comply with

these requirements and also seeks an injunction and statutory damages. We filed a motion to dismiss the complaint, which

was denied on December 17, 2024. On June 10, 2025, the plaintiff moved to dismiss some of our counterclaims; the court

granted the motion to dismiss. Discovery has been completed in Minnesota. On October 10, 2025, we moved for summary

judgment and plaintiff moved for partial summary judgment. On February 5, 2026, the court entered an order on our motion

for summary judgment, directing that judgment be entered dismissing plaintiff’s claims as time-barred. On April 10, 2026,

plaintiff filed a notice of appeal regarding the court’s summary judgment decision. On June 18, 2026, plaintiff filed their brief

on appeal and we filed our opposition on July 20, 2026.

We intend to vigorously defend against the claims asserted in the Mullens Foundation matter and the Minnesota

Teamsters Service Bureau matters as we believe we have meritorious defenses to such claims. While it is reasonably

possible a loss may have been incurred, we have not accrued a loss as a loss is not probable and we are unable to estimate

a loss or range of loss.

These pending proceedings involve complex questions of fact and law and may require the expenditure of significant

funds and the diversion of other resources to defend. In addition, during the normal course of business, we (including our

directors and officers whom we indemnify) may become subject to, and are presently involved in, legal proceedings, claims

and litigation. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Aside from

the consumer privacy class action matter, we have not accrued for a material loss for any other matters as a loss is not

probable and a loss, or a range of loss, is not reasonably estimable. Accruals for loss contingencies are recognized when a

loss is probable, and the amount of such loss can be reasonably estimated. See "Note 4. Accrued Expenses and Other

Current Liabilities" for additional information. Loss recoveries are recognized when a loss has been incurred and the

recovery is probable. Insurance recovery receivables of $11.9 million were included in prepaid expenses and other current

assets on our condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.

8. Revenue

For the three and six months ended June 30, 2026 and 2025, revenue comprised the following:

9. Stockholders' Equity

On February 27, 2024, our board of directors ("Board") authorized the repurchase of up to an aggregate of $450.0

million of our Class A common stock with no expiration date. Repurchases under this repurchase program may be made in

the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be

determined at our discretion, depending on market conditions and corporate needs, or under a trading plan intended to

satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act. This repurchase program does not

obligate us to acquire any particular amount of Class A common stock and may be modified, suspended or terminated at any

time at the discretion of our Board. Repurchased shares are subsequently retired and returned to the status of authorized

but unissued. As of June 30, 2026, we had $60.3 million available for future repurchases of our Class A common stock under

this repurchase program.

In March 2025, we repurchased 10.0 million, 7.0 million, and 3.0 million shares of our Class A common stock (after

giving effect to the automatic conversion of our Class B common stock to Class A common stock upon such repurchase)

from related parties, Francisco Partners IV, L.P. and Francisco Partners IV-A, Idea Men, LLC, and Spectrum Equity VII, L.P.,

Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund, L.P., respectively, for an aggregate

repurchase of 20.0 million shares of our Class A common stock at a price of $4.20 per share, in each case representing a

discount from our closing share price of $4.42 as of the last trading day prior to the execution date of these transactions. The

aggregate consideration for these repurchases was $84.9 million, inclusive of direct costs and estimated excise taxes

associated with these transactions.

These related party repurchases were approved by our Board and its Audit and Risk Committee as part of the

aforementioned repurchase programs.

The following table presents information about our repurchases of our Class A common stock:

(1) Cost of shares repurchased for the three months ended June 30, 2026 represents a change to the estimated

excise taxes associated with past repurchases of our Class A common stock.

10. Basic and Diluted Earnings Per Share

The computation of earnings per share for the three and six months ended June 30, 2026 and 2025 is as follows:

The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings per share for the periods presented because including them would have been antidilutive:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with

our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report

on Form 10-Q, as well as Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” and Part II, Item 8, “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-

K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission ("SEC") on February 26,

2026 (“2025 10-K”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs

involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking

statements as a result of various factors, including those set forth in the "Risk Factors" sections of our 2025 10-K and this

Quarterly Report on Form 10-Q and other factors set forth in other parts of this Quarterly Report on Form 10-Q and our

filings with the SEC.

Glossary of Selected Terminology

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:

• “we,” “us,” “our,” “GoodRx,” and similar references refer to GoodRx Holdings, Inc. and its consolidated

subsidiaries.

• “consumers” refer to the general population in the United States that uses or otherwise purchases healthcare

products and services. References to “our consumers” or “GoodRx consumers” refer to consumers that

have used one or more of our offerings.

• “discounted price” refers to a price for a prescription provided on our platform that represents a negotiated

rate provided by one of our PBM partners at a retail pharmacy or under a direct contract with one of our

partner pharmacies. Through our platform, our discounted prices are free to access for consumers by saving a

GoodRx code to their mobile device for their selected prescription and presenting it at the chosen pharmacy.

The term “discounted price” excludes prices we may otherwise source, such as prices from patient assistance

programs for low-income individuals and Medicare prices, and any negotiated rates offered through our

subscription offerings.

• “GoodRx code” refers to codes that can be accessed by our consumers through our apps or websites or that

can be provided to our consumers directly by healthcare professionals, including physicians and pharmacists,

that allow our consumers free access to our discounted prices or a lower list price for their prescriptions when

such code is presented at their chosen pharmacy.

• “Monthly Active Consumers” refers to the number of unique consumers who have used a GoodRx code to

purchase a prescription medication in a given calendar month and have saved money compared to the list

price of the medication. A unique consumer who uses a GoodRx code more than once in a calendar month to

purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique

consumer who uses a GoodRx code in two or three calendar months within a quarter will be counted as a

Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our

subscription offerings, consumers of our GoodRx Pharma Direct ("Pharma Direct") 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 included beginning from the acquisition date.

• "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

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 refer to our consumers that are subscribed to our subscription offerings,

GoodRx Gold (“Gold”), condition-specific subscription programs which first launched in June 2025,

RxSmartSaver+ powered by GoodRx ("RxSmartSaver+") which launched in July 2025, and GoodRx

Companion which launched its monthly and annual plans in May and July 2026, respectively. References to

subscription plans as of a particular date represent an active subscription to any one of our aforementioned

subscription offerings as of the specified date. For Gold and RxSmartSaver+, each subscription plan may

represent more than one subscriber since family subscription plans may include multiple members.

Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been

subject to rounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases

been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason,

percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same

calculations using the figures in our condensed consolidated financial statements included elsewhere in this Quarterly

Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to

rounding.

Overview

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

the leading consumer-focused digital healthcare platform in the United States. For instance, in the first quarter of 2026, we

announced the launch of Employer Direct, a new platform designed to help employers address gaps in traditional insurance

coverage by pairing their existing benefits with integrated cash pricing in order to expand affordability and access for their

employees. We also continued to grow our consumer direct pricing and announced a collaboration with a pharmaceutical

manufacturer to offer eligible patients nationwide access to certain medications, including Lipitor®, Celebrex®, Viagra®, and

Norvasc®, at a significantly lower cash price through our platform. Additionally, we launched GoodRx Companion in the

second quarter of 2026, a new subscription offering that provides consumers access to free and low-cost generic

medications, affordable online care visits, and savings on routine healthcare services.

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

business. Widening coverage gaps, elevated out-of-pocket costs, and a growing uninsured population are increasing

demand for pricing transparency and affordability solutions. As a result, cost is becoming a more significant factor earlier in

the patient journey, with consumers and providers actively evaluating cost before prescribing and filling, pharma

manufacturers expanding direct-to-consumer strategies, employers seeking solutions for high-cost therapies, and

pharmacies adapting to more transparent, digitally enabled fulfillment models. As these dynamics evolve, how affordability is

presented and experienced by consumers is becoming increasingly important, shaping not just awareness, but whether

patients ultimately move forward with treatments. Separately, as previously described in Part II, Item 7, “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 10-K, 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. We are observing early

utilization of the platform, with initial demand concentrated in GLP-1 therapies. Based on preliminary data, this utilization

appears to be incremental, expanding access to new patients rather than displacing existing demand, and has not had a

material impact on our business to date. In May 2026, an expansion of TrumpRx was announced to include more than 600

generic medications and additional price-comparison and pharmacy fulfillment tools, with integrated discount offerings from

GoodRx and other direct-to-consumer pharmacy platforms. The potential impact of TrumpRx on our business, offerings, or

results of operations remains uncertain and could be material. 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 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 the second quarter of 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, all of which we

expect will continue in the near term and are reflected in our year-over-year comparative results below.

While our prescription transactions offering remains foundational to our business, we are increasingly directing

investment toward Pharma Direct and subscription offerings, which are becoming larger contributors to our growth. Within

Pharma Direct, we are expanding manufacturer-sponsored affordability programs and creating additional ways for

manufacturers to reach and engage consumers through the GoodRx platform. Within subscriptions, we are broadening our

offerings and making them a more integrated part of the consumer experience to deliver value beyond an individual

prescription and deepen our relationships with consumers. As these offerings continue to scale, we expect near-term

pressure on our Monthly Active Consumers, prescription transactions revenue and unit economics during 2026. However,

we believe this evolution will deliver greater value to consumers, deepen engagement, improve retention and position us for

more durable, sustainable long-term growth.

For the three months ended June 30, 2026 as compared to the same period of 2025:

• Revenue decreased to $200.4 million from $203.1 million;
• Net income and net income margin were $8.5 million and 4.3%, respectively, compared to $12.8 million and

6.3%, respectively; and

• Adjusted EBITDA and Adjusted EBITDA Margin were $63.7 million and 31.8%, respectively, compared to $69.4

million and 34.2%, respectively.

For the six months ended June 30, 2026 as compared to the same period of 2025:

• Revenue decreased to $394.4 million from $406.0 million;
• Net income and net income margin were $9.7 million and 2.5%, respectively, compared to $23.9 million and

5.9%, respectively; and

• Adjusted EBITDA and Adjusted EBITDA Margin were $122.0 million and 30.9%, respectively, compared to

$139.2 million and 34.3%, respectively.

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

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

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

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

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

Metrics—Non-GAAP Financial Measures" below.

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.

Subscription Plans

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

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 the three and six months ended June

30, 2026 and 2025, 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 condensed consolidated statements of operations that are necessary to run our business. Other

companies, including other companies in our industry, may not use these measures or may calculate these measures

differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness as comparative measures.

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:

(1) 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 or performance

bonuses to employees related to acquisitions. From time to time, acquisition related expenses may also include

similar transaction related costs for business dispositions.

(2) 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.

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

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

abandonment of leased office space.

Components of our Results of Operations

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

statements included in our 2025 10-K. In addition, for a description of primary drivers that may cause our revenue, costs and

operating expenses to fluctuate from period to period, including seasonality, refer to Part II, Item 7, “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 10-K.

Results of Operations

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following table sets forth our results of operations for the three months ended June 30, 2026 and 2025:

Revenue

All of our revenue has been generated in the United States.

Prescription transactions revenue decreased $36.7 million, or 26%, year-over-year, primarily driven by a decrease in the

number of our 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, as well as the deliberate shift

of product and marketing investment toward our new subscription offerings. The year-over-year decrease was also due to

lower unit economics which we expect to continue in the near-term as we made deliberate decisions to favor long-term

durability and certainty. The impact from these factors was partially offset by revenue contribution from a prescription

delivery technology business we acquired in October 2025, which provided a 3% year-over-year increase in prescription

transactions revenue.

Subscription revenue increased $8.1 million, or 39%, year-over-year, primarily driven by the expansion and growth of

our condition-specific subscription programs, in particular weight loss, as well as a resulting increase in the number of

subscription plans with 764 thousand subscription plans as of June 30, 2026 compared to 668 thousand as of June 30,

Pharma Direct revenue increased $26.6 million, or 76%, year-over-year, driven by organic growth as we continued to

expand our market penetration with pharma manufacturers and other customers, in particular our GLP-1 access programs,

which are part of our consumer direct pricing.

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue increased $7.6 million, or 57%, year-over-year, primarily driven by a $3.8 million increase in costs

related to our condition-specific subscription programs, a $3.8 million increase in prescription delivery costs as a result of a

prescription delivery technology business we acquired in October 2025 and a $3.0 million increase in fulfillment costs for

certain solutions provided to customers under our Pharma Direct offering. The impact of these drivers was partially offset by

a $1.8 million decrease in processing fees. We expect cost of revenue to continue to increase on a year-over-year basis in

the near term as we continue to scale and expand our offerings, particularly our Pharma Direct and subscription offerings.

Product development and technology

Product development and technology expenses decreased $3.2 million, or 11%, year-over-year, primarily driven by a

decrease in personnel related costs due to lower average headcount.

Sales and marketing

Sales and marketing expenses decreased $2.9 million, or 3%, year-over-year, primarily driven by a decrease in

advertising expenses.

General and administrative

General and administrative expenses decreased $3.6 million, or 13%, year-over-year, primarily driven by credit losses

recognized in 2025 on accounts receivables associated with Rite Aid's bankruptcy.

Depreciation and amortization

Depreciation and amortization expenses increased $2.5 million, or 13%, 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.

Interest Income

Interest income decreased $1.8 million, or 64%, 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 $0.9 million, or 9%, year-over-year primarily due to lower average debt balances and lower

interest rates.

Income Taxes

For the three months ended June 30, 2026 and 2025, we had income tax expense of $6.9 million and $6.7 million,

respectively, and an effective income tax rate of 44.8% and 34.4%, respectively. While income tax expense remained

relatively flat year-over-year, the increase in effective income tax rate was primarily driven by an increase in the estimated

annual effective income tax rate and tax effects from our equity awards, partially offset by a decrease in income before

income taxes.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table sets forth our results of operations for the six months ended June 30, 2026 and 2025:

Revenue

The year-over-year changes in prescription transactions revenue, subscription revenue, and Pharma Direct revenue

were driven by the same factors described above for the three months ended June 30, 2026 compared to the same period

of 2025.

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue increased $14.4 million, or 54%, year-over-year, primarily driven by a $7.3 million increase in

prescription delivery costs as a result of a prescription delivery technology business we acquired in October 2025, a $6.3

million increase in costs related to our condition-specific subscription programs, and a $6.0 million increase in fulfillment

costs for certain solutions provided to customers under our Pharma Direct offering. The impact of these drivers was partially

offset by a $3.2 million decrease in processing fees. We expect cost of revenue to continue to increase on a year-over-year

basis in the near term as we continue to scale and expand our offerings, particularly our Pharma Direct and subscription

offerings.

Remaining Costs and Operating Expenses, Interest Income, Interest Expense and Income Taxes

The year-over-year changes in product development and technology, sales and marketing, depreciation and

amortization expenses, interest income, interest expense and income taxes were primarily driven by the same factors

described above for the three months ended June 30, 2026 compared to the same period of 2025. In addition, the year-

over-year decrease in general and administrative expenses was further driven by a $4.4 million impairment loss related to a

leased office space recognized in 2025.

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 June 30, 2026, 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 June 30, 2026, we had cash and cash equivalents of $296.1 million and $80.4 million

available under our revolving credit facility.

As of June 30, 2026, there were no material changes to our primary short-term and long-term requirements for liquidity

and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's Discussion and Analysis of

Financial Condition and Results of Operations" of our 2025 10-K.

Based on our current conditions, we believe that our net cash provided by operating activities and cash on hand will be

adequate to meet our operating, investing and financing needs for at least the next twelve months from the date of the

issuance of the accompanying unaudited condensed consolidated financial statements. Our future capital requirements will

depend on many factors, including the growth of our business, the timing and extent of investments, sales and marketing

activities, and many other factors as described in Part I, Item 1A, "Risk Factors" of our 2025 10-K.

If necessary, we may borrow funds under our revolving credit facility to finance our liquidity requirements, subject to

customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we

continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional

indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing

may not be available on favorable terms, or at all. In particular, the current economic uncertainty, including rising inflation,

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

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

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

be adversely affected.

Holding Company Status

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

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

obligations and to make future dividend payments, if any. Our 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 June 30, 2026. Since the restricted net assets of

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

18 to our consolidated financial statements included in our 2025 10-K for the condensed parent company financial

information of GoodRx Holdings, Inc.

Cash Flows

Net cash provided by operating activities

The $33.7 million year-over-year increase in net cash provided by operations was driven by a $46.0 million decrease in

cash outflow from changes in operating assets and liabilities, partially offset by a $12.4 million decrease in net income after

adjusting for non-cash adjustments. Changes in operating assets and liabilities were principally driven by the timing of

collections of prescription reimbursement assets and accounts receivable, as well as payments of prescription

reimbursement liabilities, accrued expenses, and accounts payable.

Net cash used in investing activities

The $34.1 million year-over-year decrease in net cash used in investing activities was primarily driven by cash paid for

VCRx, a business we acquired in January 2025.

Net cash used in financing activities

The $133.5 million year-over-year decrease in net cash used in financing activities was almost entirely driven by a

decrease in payments for repurchases of our Class A common stock.

Recent Accounting Pronouncements

Refer to Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on

Form 10-Q.

Critical Accounting Policies and Estimates

During the three months ended June 30, 2026, there have been no significant changes to our critical accounting policies

and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” of our 2025 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk from the disclosure included in Part II, Item 7A, “Quantitative

and Qualitative Disclosures About Market Risk” of our 2025 10-K.

Item 4. 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 Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal

executive officer and principal financial officer concluded that, as of June 30, 2026, 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.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) during the three months ended June 30, 2026 that have materially affected, or are reasonably

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information required under this Part II, Item 1 is set forth in Note 7 to our condensed consolidated financial

statements included in this Quarterly Report on Form 10-Q and is incorporated herein by this reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in our 2025 10-K. For a discussion of

potential risks and uncertainties related to us, see the information included in Part I, Item 1A, "Risk Factors" of our 2025 10-

K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Repurchases of Equity Securities

There have been no share repurchases under our stock repurchase program for the three months ended June 30,

2026. See Note 9 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form

10-Q for additional information related to our stock repurchase program, which was publicly announced on February 29,

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

During the three months ended June 30, 2026, none of our directors or officers (as defined in Section 16 of the

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

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

Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K of the Exchange Act).

Item 6. Exhibits

*Filed herewith.

**Furnished herewith.

†Indicates management contract or compensatory plan.