株探米国株
英語
エドガーで原本を確認する
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM 10-K
__________________________________________________
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____.
Commission File Number: 001-39549
__________________________________________________
GoodRx Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
__________________________________________________
Delaware
47-5104396
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2701 Olympic Boulevard
Santa Monica, CA
90404
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (855) 268-2822
__________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A common stock, $0.0001 par value
GDRX
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
__________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Small reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June 30, 2024, the last business day of the
registrant’s most recently completed second fiscal quarter, was approximately $646.3 million.
As of February 18, 2025 the registrant had 106,740,328 shares of Class A common stock, $0.0001 par value per share, and 276,869,320 shares of Class
B common stock, $0.0001 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after
the end of the fiscal year ended December 31, 2024 are incorporated herein by reference in Part III.
2
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Glossary of Selected Terminology
As used in this Annual Report on Form 10-K, unless the context otherwise requires, references to:
•“we,” “us,” “our,” the “Company,” “GoodRx,” and similar references refer to GoodRx Holdings, Inc. and its
consolidated subsidiaries.
•“Co-Founders” refers to Trevor Bezdek, our Co-Chairman and a director of the Company, and Douglas Hirsch,
a director of the Company.
•“consumers” refer to the general population in the United States that uses or otherwise purchases healthcare
products and services. References to “our consumers” or “GoodRx consumers” refer to consumers that
have used one or more of our offerings.
•“discounted price” refers to a price for a prescription provided on our platform that represents a negotiated
rate provided by one of our PBM partners at a retail pharmacy or under a direct contract with one of our
partner pharmacies. Through our platform, our discounted prices are free to access for consumers by saving a
GoodRx code to their mobile device for their selected prescription and presenting it at the chosen pharmacy.
The term “discounted price” excludes prices we may otherwise source, such as prices from patient assistance
programs for low-income individuals and Medicare prices, and any negotiated rates offered through our
subscription offerings: GoodRx Gold (“Gold”), and Kroger Rx Savings Club powered by GoodRx (“Kroger
Savings”) which sunset in July 2024.
•“Francisco Partners” refers to investment funds associated with Francisco Partners, including Francisco
Partners IV, L.P. and Francisco Partners IV-A, L.P.
•“GoodRx code” refers to codes that can be accessed by our consumers through our apps or websites or that
can be provided to our consumers directly by healthcare professionals, including physicians and pharmacists,
that allow our consumers free access to our discounted prices or a lower list price for their prescriptions when
such code is presented at their chosen pharmacy.
•“Monthly Active Consumers” refers to the number of unique consumers who have used a GoodRx code to
purchase a prescription medication in a given calendar month and have saved money compared to the list
price of the medication. A unique consumer who uses a GoodRx code more than once in a calendar month to
purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique
consumer who uses a GoodRx code in two or three calendar months within a quarter will be counted as a
Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our
subscription offerings, consumers of our pharma manufacturer solutions offering, or consumers who used our
telehealth offering. When presented for a period longer than a month, Monthly Active Consumers is averaged
over the number of calendar months in such period. For example, a unique consumer who uses a GoodRx
code twice in January, but who did not use our prescription transactions offering again in February or March, is
counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly Active
Consumers for such quarter (average of 1, 0 and 0). A unique consumer who uses a GoodRx code in January
and in March, but did not use our prescription transactions offering in February, would be counted as 1 in
January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such
quarter. Monthly Active Consumers from acquired companies are only included beginning in the first full
quarter following the acquisition.
•“Monthly Visitors” refers to the number of individuals who visited our apps and websites in a given calendar
month. Visitors to our apps and websites are counted independently. As a result, a consumer that visits or
engages with our platform through both apps and websites will be counted multiple times in calculating
Monthly Visitors, while family members who use a single computer to visit our websites will be counted only
once. Additionally, Monthly Active Consumers who use a GoodRx code without accessing our apps or websites
(since their GoodRx codes were saved in their profile at the pharmacy), will not be counted as Monthly Visitors.
When presented for a period longer than a calendar month, Monthly Visitors is averaged over each calendar
month in such period.
•"partner pharmacies" refers to select licensed pharmacies with whom we have direct contractual agreements.
•“PBM” refers to a pharmacy benefit manager. PBMs aggregate demand to negotiate prescription medication
prices with pharmacies and pharma manufacturers. PBMs find most of their demand through relationships with
insurance companies and employers. However, nearly all PBMs also have consumer direct or cash network
pricing that they negotiate with pharmacies for consumers who choose to purchase prescriptions outside of
insurance.
•“pharma” is an abbreviation for pharmaceutical.
•“savings,” “saved” and similar references refer to the difference between the list price for a particular
prescription at a particular pharmacy and the price paid by the GoodRx consumer for that prescription utilizing
a GoodRx code available through our platform at that same pharmacy. In certain circumstances, we may show
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a list price on our platform when such list price is lower than the negotiated price available using a GoodRx
code and, in certain circumstances, a consumer may use a GoodRx code and pay the list price at a pharmacy
if such list price is lower than the negotiated price available using a GoodRx code. We do not earn revenue
from such transactions, but our savings calculation includes an estimate of the savings achieved by the
consumer because our platform has directed the consumer to the pharmacy with the low list price. This
estimate of savings when the consumer pays the list price is based on internal data and is calculated as the
difference between the average list price across all pharmacies where GoodRx consumers paid the list price
and the average list price paid by consumers in the pharmacies to which we directed them. We do not
calculate savings based on insurance prices as we do not have information about a consumer’s specific
coverage or price. We do not believe savings are representative or indicative of our revenue or results of
operations.
•“subscribers” and similar references refers to our consumers that are subscribed to either of our subscription
offerings, Gold or Kroger Savings (which sunset in July 2024). References to subscription plans as of a
particular date represents an active subscription to either one of our aforementioned subscription offerings as
of the specified date. Each subscription plan may represent more than one subscriber since family subscription
plans may include multiple members.
•“Silver Lake” and similar references refer to investment funds associated with Silver Lake Partners, including
SLP Geology Aggregator, L.P.
•“Spectrum” refers to investment funds associated with Spectrum Equity, including Spectrum Equity VII, L.P.,
Spectrum VII Investment Managers’ Fund, L.P., Spectrum VII Co-Investment Fund, L.P.
Certain monetary amounts, percentages, and other figures included in this Annual Report on Form 10-K have been
subject to rounding adjustments. Percentage amounts included in this Annual Report on Form 10-K have not in all cases
been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason,
percentage amounts in this Annual Report on Form 10-K may vary from those obtained by performing the same calculations
using the figures in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Certain
other amounts that appear in this Annual Report on Form 10-K may not sum due to rounding.
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements. We intend such forward-looking statements to
be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of
1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). All statements other than statements of historical facts contained in this Annual Report on Form 10-K may
be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”
“should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,”
“forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking
statements contained in this Annual Report on Form 10-K include, but are not limited to statements regarding our future
results of operations and financial position, industry and business trends, the anticipated impact of ongoing changes in the
U.S. retail pharmacy landscape, our value proposition, our collaborations and partnerships with third parties, including our
integrated savings program, our direct contracting approach with select pharmacies, the impact of the sunset of certain of
our offerings, anticipated impacts of our restructuring and cost savings initiatives, the impact of a grocery chain not
accepting PBM pricing ("grocer issue") on our future results of operations, stock compensation, our new stock repurchase
program, realizability of deferred tax assets, potential outcomes and estimated impacts of certain legal proceedings, our
business strategy, our plans, market opportunity and growth and our objectives for future operations.
The forward-looking statements in this Annual Report on Form 10-K are only predictions. We have based these forward-
looking statements largely on our current expectations and projections about future events and financial trends that we
believe may affect our business, financial condition and results of operations. Forward-looking statements involve known
and unknown risks, uncertainties and other important factors that may cause our actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to, the important factors discussed in Part I, Item 1A, “Risk Factors” in
this Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The forward-looking statements in this
Annual Report on Form 10-K are based upon information available to us as of the date of this Annual Report on Form 10-K,
and while we believe such information forms a reasonable basis for such statements, such information may be limited or
incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review
of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to
unduly rely upon these statements.
You should read this Annual Report on Form 10-K and the documents that we reference in this Annual Report on Form
10-K and have filed as exhibits to this Annual Report on Form 10-K with the understanding that our actual future results,
levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our
forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of
this Annual Report on Form 10-K. Except as required by applicable law, we do not plan to publicly update or revise any
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forward-looking statements contained in this Annual Report on Form 10-K, whether as a result of any new information, future
events or otherwise.
Additionally, any discussion of certain environmental, social and governance (“ESG”) assessments, goals and relevant
issues in our filings with the Securities and Exchange Commission (the “SEC”), including this filing, or other locations, such
as our corporate website, is informed by various ESG standards and frameworks (including standards for the measurement
of underlying data) and the interests of various stakeholders. As such, such information may not be, and should not be
interpreted as necessarily being, “material” under the federal securities laws for SEC reporting purposes. Furthermore, much
of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change.
For additional information, please see Part I, Item 1A, “Risk Factors – The increasing focus on ESG initiatives could increase
our costs, harm our reputation and adversely impact our financial results.”
Summary Risk Factors
Our business is subject to numerous risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors”
in this Annual Report on Form 10-K. You should carefully consider these risks and uncertainties when investing in our Class
A common stock. The principal risks and uncertainties affecting our business include the following:
•Risks related to our limited operating history and recent growth rates could materially adversely impact our
business, financial condition, and results of operations;
•We may be unsuccessful in achieving broad market education and changing consumer purchasing habits;
•We may be unable to continue to attract, acquire and retain consumers, or may fail to do so in a cost-effective
manner;
•We rely significantly on our prescription transactions offering and may not be successful in expanding our
offerings within our markets, particularly the U.S. prescriptions market, or to other segments of the healthcare
industry;
•Our business is subject to changes in medication pricing and is significantly impacted by pricing structures
negotiated by industry participants;
•We generally do not control the categories and types of prescriptions for which we can offer savings or
discounted prices;
•We rely on a limited number of industry participants;
•We operate in a very competitive industry and we may fail to effectively differentiate our offerings and services
from those of our competitors, which could impair our ability to attract and acquire new consumers and retain
existing consumers;
•Our estimated addressable market is subject to inherent challenges and uncertainties. If we overestimate the
size of our addressable market or the various markets in which we operate, our future growth opportunities
may be limited;
•We calculate certain operational metrics using internal systems and tools and do not independently verify such
metrics. Certain metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies
in such metrics may harm our reputation and negatively affect our business;
•We may be unable to successfully respond to changes in the market for prescription pricing, and may fail to
maintain and expand the use of GoodRx codes through our apps and websites;
•We may be unable to maintain a positive perception regarding our platform or maintain and enhance our
brand;
•We are obligated to maintain effective internal control over financial reporting and any failure to maintain
effective internal controls may cause us to not be able to accurately report our financial condition or results of
operations, which may adversely affect investor confidence in our company and, as a result, the value of our
Class A common stock;
•Use of social media, emails and text messages may adversely impact our reputation, subject us to fines or
other penalties or be an ineffective source to market our offerings;
•We depend on our information technology systems, and those of our third-party vendors, contractors and
consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could
materially adversely affect our business, financial condition and results of operations;
•Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to
comply with these laws and regulations could substantially harm our business and results of operations;
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•Our business relies on email, mail and other messaging channels and any technical, legal or other restrictions
on the sending of such correspondence or a decrease in consumer willingness to receive such
correspondence could adversely affect our business;
•We face the risk of litigation resulting from unauthorized text messages sent in violation of the Telephone
Consumer Protection Act;
•Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and
consumer protection laws, regulations, standards and other requirements could adversely affect our business,
financial condition and results of operations;
•We may be unable to realize expected benefits from our restructuring and cost reduction efforts and our
business might be adversely affected;
•Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited;
•We rely on the performance of members of management and highly skilled personnel, and if we are unable to
attract, develop, motivate and retain well-qualified employees, our business could be harmed;
•A pandemic, epidemic or outbreak of an infectious disease in the United States, has and could in the future
adversely impact our business;
•We may seek to grow our business through acquisitions of, or investments in, new or complementary
businesses, technologies or products, or through strategic alliances, and the failure to manage these
acquisitions, investments or alliances, or to integrate them with our existing business, could have a material
adverse effect on us;
•Restrictions in our debt arrangements could adversely affect our operating flexibility, and failure to comply with
any of these restrictions could result in acceleration of our debt;
•Our business depends on network and mobile infrastructure and our ability to maintain and scale our
technology. Any significant interruptions or delays in service on our apps or websites or any undetected errors
or design faults could result in limited capacity, reduced demand, processing delays and loss of consumers;
•We depend on our relationships with third parties and would be adversely impacted by system failures or other
disruptions in the operations of these parties;
•Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking
technologies and other privacy matters could have a material adverse effect on our ability to generate
revenues and could adversely affect our ability to collect proprietary data on consumer behavior;
•We are subject to a series of risks related to climate change;
•The increasing focus on environmental, social and governance initiatives could increase our costs, harm our
reputation and adversely impact our financial results;
•Risks related to our intellectual property could materially adversely impact our business, competitive position,
financial condition, and results of operations;
•Risks related to the healthcare industry, as well as the impact of healthcare reform legislation and other
proposed or future changes, could materially adversely impact our business, financial condition, and results of
operations;
•Risks related to our organizational structure, including agreements and relationships with significant
stockholders, could materially adversely impact our business, financial condition and results of operations;
•We are, and may become in the future, subject to various legal proceedings and claims that arise in or outside
the ordinary course of business, which may require significant management time and attention, result in
significant legal expenses and may result in unfavorable outcomes, which may have a material adverse effect
on our business, operating results and financial condition, and negatively affect the price of our Class A
common stock; and
•We may be unable to accurately forecast revenue and appropriately plan our expenses in the future.
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PART I
Item 1. Business.
Overview
Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are
building the leading, consumer-focused digital healthcare platform in the United States.
GoodRx was founded to solve the challenges that consumers face in understanding, accessing, and affording
healthcare. We started with a price comparison tool for prescriptions, offering consumers free access to lower prices on their
medication. This price comparison platform processes over 360 billion pricing data points every day and integrates that data
into a user-friendly interface which provides consumers with curated, geographically relevant prescription pricing, and
access to negotiated prices through GoodRx codes that can be used to save money on prescriptions across the United
States.
Today, we believe our expanded platform improves the health and financial well-being of American families by providing
easy access to price transparency and affordability solutions for generic and brand medications both for consumers and
healthcare providers, other healthcare services, including telehealth services, and wellness related content. We believe that
our offerings provide significant savings to consumers, and can help drive greater medication awareness, access and
adherence, faster treatment and better patient outcomes that also benefit the broader healthcare ecosystem and its
stakeholders.
We see exciting growth potential as we continue to attract new consumers through our existing offerings, launch new
offerings to address more of the needs of healthcare consumers, and improve healthcare affordability and access for all
Americans. As we extend our platform, we believe that we can create multiple monetization opportunities at different stages
of the consumer healthcare journey, enabling us to drive higher expected consumer lifetime value without significant
additional consumer acquisition costs.
Industry Challenges
Despite the approximately $4.9 trillion U.S. healthcare market being one of the largest sectors of the U.S. economy, it
remains opaque and highly fragmented for consumers. Even simple healthcare transactions, such as finding a doctor or
filling a prescription at an affordable price, are often difficult. This can lead to confusion, inefficiency and unneeded additional
costs for consumers and the healthcare system. The pharmacy is the de-facto “front door” to American healthcare, with
frequent consumer interaction and engagement. However, finding affordable prices for prescriptions is complicated by a lack
of price transparency, a confusing reimbursement and insurance landscape and a fragmented marketplace in which the list
prices for the same medication can vary significantly across pharmacies. We believe that these challenges are driven in part
by a lack of solutions that enable consumers to easily search, discover and access the product or service that they need at
an affordable price. Consumer-focused technology solutions are essential in healthcare given that the stakes involve
peoples’ health and lives.
Our Market Opportunity
A paradigm shift is occurring in healthcare as consumers are both increasingly informed and cost-conscious. We
believe that allowing people to transact using more information than ever before will help Americans consume healthcare
more efficiently. This can be accomplished by providing a healthcare platform that allows consumers to search a broad
range of choices and offerings, discover what is best for them, transact based on their preferences, and receive the best
price while doing so.
We believe this market opportunity is substantial and estimate the total addressable market ("TAM") for our primary
solutions to be between $600 billion and $710 billion. This includes a $581 billion to $691 billion prescription opportunity,
which is inclusive of our estimated value of prescriptions that are written but not filled, and a $19 billion pharma
manufacturer solutions opportunity.
Prescription Opportunity
We started our business with a focus on the U.S. prescriptions market. The majority of the utilization of our platform
relates to generic medications. We also enable consumers to save on brand medications. We believe that the prices
available through our platform are highly competitive, for both insured and uninsured consumers, and our platform enables
consumers to save on prescription medications regardless of whether the consumer is insured or not. We believe we can
drive significant growth in our prescription opportunity through our ability to continue to provide attractive prescription pricing
to consumers.
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Pharma Manufacturer Solutions Opportunity
Brand medications tend to be expensive, and insurance coverage is complicated and may be restrictive. Pharma
manufacturers provide affordability solutions, such as co-pay cards, patient assistance programs including point-of-sale
discount programs, and other savings options, so that consumers can access their medications. We partner with pharma
manufacturers to advertise and integrate these affordability solutions into our platform. We believe this offering can deliver
incremental margin as we deploy these solutions across our existing base of consumers and visitors, introduce new
solutions, and increase the number of brands and manufacturers with which we work.
Our Value Proposition
We positively impact many key stakeholders in the healthcare ecosystem. We believe that consumers, healthcare
providers, PBMs, pharmacies and pharma manufacturers all win with GoodRx. This, in turn, can drive beneficial and self-
reinforcing network effects.
Our value proposition by stakeholder is described below:
•Consumers: Our platform provides consumers with a variety of mobile-first offerings designed to make their
access to healthcare simple and more affordable. These solutions increase medication adherence, reduce
strain on hospital emergency departments and physicians, and improve health outcomes.
◦Our prescription transactions offering, part of our prescription marketplace, provides curated,
geographically relevant price comparisons and negotiated prices on prescriptions that generate
substantial savings to our consumers. Our negotiated prices for prescriptions are often cheaper than
the average commercial insurance co-pays. Access to discounted prices is free for consumers
through our platform.
◦Our subscription offerings, part of our prescription marketplace, provide consumers and their families
with access to even lower prescription prices on select medications in select pharmacies for a
monthly or annual subscription fee. Gold also provides mail delivery and discounted access to our
GoodRx Care telehealth services at no additional cost.
◦Our pharma manufacturer solutions offering provides advertising and integrated consumer
affordability solutions to pharma manufacturers with the goal of improving access to and affordability
of brand medications for consumers.
◦Our platform provides educational resources to help inform consumers about their healthcare. We
provide consumers with expert medication information, as well as pricing and coverage information
made possible through our robust data sources and staff of experienced researchers.
•Healthcare Professionals: Physicians and other healthcare professionals are motivated to help patients, and,
increasingly, are judged by patient outcomes. We help these healthcare professionals improve patient
outcomes by encouraging medication adherence and providing a consumer-friendly service. In addition, our
Provider Mode platform provides healthcare providers with a more customized experience and tools to support
patients throughout their healthcare journey. Further, we are able to integrate our pricing information and
GoodRx codes directly into Electronic Health Record (“EHR”) systems, enabling healthcare professionals to
provide prices from our platform directly to their patients at the point of prescribing, including via EHR-sent text
messages and emails. We help physicians engage with patients more efficiently through our products and
services.
•Healthcare Companies: PBMs, pharmacies and pharma manufacturers use our platform to reach and provide
affordability solutions to consumers. We play a valuable role within the healthcare ecosystem by aggregating,
normalizing, and presenting information from all of these constituents on a single platform for the consumer.
Through the deep relationships that we have developed with these stakeholders over many years, we are able
to continually improve our offerings and achieve better pricing outcomes for consumers.
◦Pharmacy Benefit Managers: PBMs aggregate consumer demand to negotiate prescription
medication prices with pharmacies and manufacturers. PBMs aggregate most of their demand
through relationships with insurance companies and employers. However, nearly all PBMs also have
consumer direct or cash network pricing that they negotiate with pharmacies for consumers who
choose to purchase prescriptions outside of insurance. We provide a platform through which PBMs
can drive incremental volume to these networks by offering their discounted prices to our consumers.
We expand the market for PBMs by increasing their cash network transaction volumes and by adding
new consumers to the overall prescriptions market, many of whom, both insured and uninsured,
would otherwise not fill their prescriptions because of high deductibles or prices. We believe that, for
many of our PBM partners, we are their only significant direct-to-consumer channel. To date, no PBM
has terminated a relationship with GoodRx, Inc., which highlights the strength of our relationships
alongside the value we deliver.
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◦Pharmacies: With GoodRx, pharmacies can reduce ‘walk away’ patients and prescriptions abandoned
at the counter due to high cost, and can also increase overall sales through additional foot-traffic. We
work closely with pharmacies to ensure that pharmacists are educated on how to use our apps and
websites, and know how to apply GoodRx codes at the point of sale. Additionally, we enter into direct
contractual agreements with select pharmacies to provide consumers access to discounted prices
and further drive incremental sales to these partner pharmacies. Consumers can use GoodRx at
nearly every retail pharmacy in the United States.
◦Pharma Manufacturers: Brand medications tend to be more expensive than generics, and insurance
coverage is complicated. GoodRx works with pharma manufacturers to advertise, integrate and
enhance consumer awareness, access and uptake of their various savings solutions for brand
medications, increasing the likelihood that a consumer will start or continue to take their prescribed
medication.
Our Offerings
Prescription Marketplace
Our prescription marketplace consists of our prescription transactions offering and our supplemental subscription and
telehealth offerings. Through our GoodRx Care platform, we offer consumers access to telehealth visits on a cash-pay basis
outside of insurance. We believe our telehealth offering principally enhances the accessibility of our prescription transactions
and subscription offerings for consumers.
Prescription Transactions Offering
We have built a vast network of relationships, contracts and integrations with key stakeholders in the healthcare
industry. Our proprietary technology enables us to aggregate prescription pricing data points from sources spanning the
healthcare industry. We structure and normalize the presentation of the data to give consumers curated, geographically
relevant pricing information that is accessible through our apps or websites for free. By normalize, we refer to a process of
taking the various different pricing methodologies and medication lists from each of our sources, and homogenizing the
presentation of this data so that prices are directly comparable. Consumers can choose the lowest price from a selection of
nearby pharmacies, save a GoodRx code to their mobile device for free and present that code at their pharmacy to access
that low price.
Once a consumer has used a GoodRx code from our platform to purchase a prescription, that code is recorded in the
pharmacy’s database and the consumer is not required to present their GoodRx code again for subsequent prescription
refills, or, in many cases, for additional prescriptions that the consumer purchases at that pharmacy. We earn revenue upon
the initial usage of the GoodRx code when the consumer realizes savings compared to the list price at the pharmacy, and
we continue to earn revenue when the consumer returns to the pharmacy for refills and new prescriptions. This results in
high repeat activity, which refers to the second and later use of our discounted prices by a single GoodRx consumer, on our
platform. We track prices and update our database on a daily basis, which helps ensure that consumers have access to
accurate prescription pricing.
Our pricing sources span the healthcare industry and include PBMs, pharmacies, pharma manufacturers, patient
assistance programs, and others, making it difficult to replicate the data we possess and share with consumers. We believe
it is important to work with as many of the key stakeholders of the healthcare industry as possible in order to increase the
affordability options for our consumers. Our broad set of long-term relationships across the industry, combined with our
proprietary platform, allows us to present highly competitive prices to consumers.
PBMs are the most common source of pricing information. Our proprietary technology enables us to combine prices
from multiple PBMs and other industry sources and display it on a single consumer interface. We believe that we maintain
the largest database of aggregated pricing information across PBMs in the United States. When a transaction occurs in
which one of our consumers fills a prescription and saves compared to the list price using a GoodRx code, the PBM
receives a portion of the price that the consumer paid. We receive a percentage of this amount or a fixed payment from the
PBM as compensation for directing the consumer to that PBM’s pricing and the pharmacy.
As we help more consumers save money on their medications and drive additional traffic through various PBMs, we
increase our scale, which we believe over time leads to lower prices for our consumers. We have steadily increased the
number of PBMs with which we work over time. To date, no PBM has terminated a relationship with GoodRx, Inc. Even if a
contract with a PBM were to be terminated, many of our contracts require the PBM to continue to pay us for activity by
consumers originally directed to their pricing by us, even subsequent to the contract termination. The ongoing payment
obligation can continue for so long as the underlying PBM-specific pricing is used, or for certain partners, for a specified
multi-year period, depending on the terms of our contract with the PBM. Throughout our history, we have been able to help
our consumers realize increased savings. PBM mix and relative share on our platform has varied over time as we have
added new PBMs and as certain PBMs have delivered more or less favorable pricing relative to other PBMs. Even as the
mix has changed, we have continued to grow the number of pricing data points processed by our platform and deliver a
strong value proposition to our consumers. We believe that our sources of pricing are sufficiently broad and robust that the
loss of any one PBM or other healthcare partner would generally result in minimal disruption in our ability to provide
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competitive discounts and pricing. Although the majority of our pricing information comes from PBMs, we also collect pricing
data points from other sources. Starting in 2023, we commenced operation of our integrated savings program, which
integrates our competitive discounts and pricing in a seamless experience at the pharmacy counter for eligible plan
members served by certain PBM partners. Eligible plan members only need to utilize their existing benefit card at their
preferred in-network pharmacy to benefit from our discounts and pricing, with no further action required.
In 2022, we began to enter into direct contractual agreements with select pharmacies to complement the existing
contractual agreements with our PBM partners. We believe our hybrid approach will help us build stronger lines of
communication and stronger relationships with our retailers by helping drive traffic and margin while continuing to deliver
great affordability to consumers. Our direct agreements with partner pharmacies enable us to negotiate more competitive
prescription prices offered at these pharmacies and therefore provide an additional source of pricing information to be
displayed on our platform, creating pricing transparency and value for consumers. We receive a fixed or variable fee from
our partner pharmacy as compensation for processing the consumer's claim at the point of sale.
Subscription Offerings
Our subscription offerings provide additional benefits to consumers of our prescription transactions offering. We
leverage our relationships across the healthcare ecosystem and our product expertise to provide subscribers with even
greater savings and convenience at select pharmacies. Our subscription offerings are designed to be easy to use and
provide subscribers with added benefits and features, such as increased discounts on prescription prices, discounted virtual
care visits, and free home delivery on eligible medications.
•Gold: We offer a subscription savings program whereby subscribers generally pay a monthly or annual fee for
access to even lower prices in select participating pharmacies amongst other benefits, including a mail delivery
feature.
•Partnership Subscriptions: From time to time, we may partner with retailers to offer tailored subscription
products. For example, we previously partnered with Kroger, one of the largest retail pharmacies in the United
States, to offer Kroger Savings to their consumers for an annual fee, a portion of which we shared with Kroger
until the program sunset in July 2024.
Pharma Manufacturer Solutions Offering
Brand medications tend to be expensive, and insurance coverage is complicated and may be restrictive. As a result,
many consumers are not able to access or afford their medications.
Pharma manufacturers provide affordability solutions such as co-pay cards, patient assistance programs, care portals
and other savings options so that consumers can access their medications. We partner with pharma manufacturers to
advertise and integrate these affordability solutions into our platform. For example, our point-of-sale discount programs help
lower the cash price of certain branded medications for consumers at the pharmacy counter with little friction, and are
increasingly being used by pharma manufacturers to reach more patients.
We believe our trusted brand, large volume of high intent consumers and easy-to-use interface make our platform
highly attractive to pharma manufacturers. These solutions generally increase medication awareness, access and
adherence and can lead to faster treatment and better patient outcomes.
We believe our pharma manufacturer solutions offering delivers a product that both increases overall consumer
satisfaction and drives incremental consumer lifetime value at a low incremental cost to us.
We expect to grow this offering through further engagement with pharma manufacturers. We believe this offering can
deliver incremental margin as we deploy these solutions across our existing base of consumers and visitors.
Sales & Marketing
Consumers come to our platform organically and also through our sales and marketing initiatives. The GoodRx brand
benefits from word-of-mouth recommendations to consumers from friends, healthcare professionals and pharmacists, as
well as press coverage, which drives significant unpaid traffic to our apps and websites.
In addition to organic consumer acquisition, our sales and marketing efforts are designed to bring new consumers onto
our platform for the first time and to re-engage existing consumers. We acquire new consumers through a variety of
channels, including: (i) direct to consumer marketing which includes TV, paid search or other digital campaigns; (ii)
marketing through healthcare partnerships which includes marketing materials in physician offices and integrating pricing
from our platform into EHR providers' prescribing workflows so that healthcare professionals can provide prices from our
platform to their patients at the point of prescribing; (iii) marketing through partnerships with other affiliates to distribute our
discounts and solutions to a broader target audience outside of the healthcare ecosystem; and (iv) through content creation
which increases traffic to the GoodRx apps and websites such as from GoodRx Health, which provides visitors with
thousands of articles with research-backed answers to health questions and provides us with more opportunities to convert
visitors to active consumers. We have and may in the future offer incentives to certain consumers that further reduce
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discounted prices offered on our platform for a limited time and on a limited number of prescription drugs to attract new and
re-engage existing consumers.
We believe that we still have significant opportunities to improve our unaided awareness, to build our brand, as well as
to scale existing marketing channels, and unlock new ones.
We also deploy a variety of consumer retention tools on our platform, such as savings information retained in pharmacy
databases so consumers do not have to re-present GoodRx codes, providing alerts and refill reminders to consumers and
links to our other offerings to improve consumer's overall experience using our platform, and strong consumer support and
patient advocacy services to help consumers understand how best to afford their medication.
Our Technology
The key elements of our technology include:
•Proprietary Pricing Engine: Our price ingestion technology enables us to link with multiple sources spanning
the healthcare industry. In addition, we have proprietary patented technology related to collecting and
normalizing prices from multiple PBMs and presenting them using a single consumer interface.
•Constant Data Refresh: Displaying our prescription- and location-specific list of prices to each consumer in
near real-time requires the rapid processing of a significant amount of data, the use of complex predictive
models, and sophisticated software programming and design.
•Living Database: Our dataset becomes more comprehensive and accurate with every prescription filled. We
use our proprietary algorithms to create actionable insights and continuously improve our consumer
experience. Our database is central to the value that we provide to our consumers through accurate pricing
and improved recommendations. We refer to our data as “living,” meaning that it is dynamic and continually
being updated or refined.
•Artificial Intelligence/Machine Learning: Our engine is also able to learn from and react to changes in
prescribing habits or to ensure that consumers are selecting the accurate dosing or form of a given medication.
For example, our engine will automatically show the most common dose of a given medication. We also take
into account pharmacy-level dispensing patterns that may impact the price of a medication, such as when two
pharmacy locations that are part of the same pharmacy chain dispense the same medication, but source the
medication from different manufacturers.
•Scalable: Our digital platform is cloud native, scalable and reliable. We leverage major third-party cloud and
data service providers and have built a modular system of services on top of this infrastructure.
•Secure: Trust is critical to our relationship with both our consumers and our partners and we take security and
privacy very seriously. We implement security procedures and policies informed by various industry-standard
frameworks. Our operations are audited annually as part of a SOC2 audit, based on principles developed by
the American Institute of Certified Public Accountants and we have obtained SOC2 certification with respect to
our prescription transactions offering and subscription offerings. In addition, our security is tested through our
bug-bounty program. We continue to expand our team and solutions to address emerging risks and changes in
the threat landscape.
Our Growth Strategy
The key elements of our growth strategy include:
•Continue to Attract New Consumers: We believe that we have a significant opportunity to serve all
Americans. By growing awareness of our existing offerings and through the extension of our platform into
many of the other areas of healthcare that lack price transparency and consumer empowerment, we believe
that we can address an increasingly larger portion of the healthcare market in the United States and fill more
gaps across the healthcare journey for our consumers.
•Continue to Facilitate Existing GoodRx Consumers’ Adoption of Multiple GoodRx Offerings: We aim to
increase the number of our monetization channels used by our existing consumers. We believe that this will
result in higher consumer satisfaction and be accretive to our consumer lifetime value and to our margins in
the medium to long term, without significant additional consumer acquisition costs.
•Continue to Build the GoodRx Brand: We believe that there are significant opportunities to increase
awareness and educate healthcare consumers regarding prescription pricing, as well as our platform and
solutions. As we continue to build our brand, we anticipate that many of the consumers who do not fully
understand prescription pricing, or that are not aware of tools such as our platform, will begin using our
platform.
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•Invest in Product Offerings: We plan to continue to invest in and scale our range of product offerings to
better address the needs of consumers, provide them with better pricing, and improve their overall healthcare
journey. We have a multi-prong approach for this strategy which includes:
◦Pharma Manufacturer Solutions Offering: We believe our trusted brand, large volume of high intent
consumers and easy-to-use consumer experience make our offering highly attractive to pharma
manufacturers. The solutions offered by pharma manufacturers on our platform can increase the
likelihood that consumers will start to take or continue to take their prescribed medication. We plan to
continue to expand the number of pharma manufacturers with which we work, increase brand
penetration, and increase the number of solutions each of them uses, as well as enhance our existing
offerings and introduce new integrated technology solutions that will allow manufacturers to interact
with our consumer base more effectively.
◦Subscription Offerings: We believe our subscription offerings, and our Gold subscription offering in
particular, have higher lifetime value than our prescription transactions offering. We will continue to
increase the value proposition for consumers by bundling various existing and new offerings in
affordable and consumer-friendly subscription packages.
•Future Expansion Opportunities: We believe there are many other areas of healthcare that could benefit
from the transparency and accessibility provided by our platform. While we are currently focused on scaling
our existing offerings, we see attractive opportunities to deploy our expertise in markets such as clinical trials,
insurance marketplaces, in person doctor visits and prescription delivery, differentiated features and services
for healthcare providers such as our Provider Mode platform that provides healthcare providers with a more
customized experience and tools to support patients throughout their healthcare journey, among others. As we
continue to grow our brand awareness and consumer base, selling additional products and services into our
large acquired base will drive an attractive incremental margin opportunity.
•Pursue Strategic Partnerships and Acquisitions: We are a valuable partner to a variety of healthcare
constituents. We have entered into a number of strategic agreements in recent years. For example, in 2022,
we began to enter into direct contractual agreements with select pharmacies to complement the existing
contractual agreements with our PBM partners. In addition, starting in 2023, we engaged with several PBM
partners for our integrated savings program, which integrates our competitive discounts and pricing in a
seamless experience at the pharmacy counter for eligible plan members they serve. Eligible plan members
only need to utilize their existing benefit card at their preferred in-network pharmacy to benefit from our
discounts and pricing, with no further action required. As part of our business strategy, we will continue to
pursue strategic opportunities, including commercial relationships and acquisitions, to strengthen our market
position and enhance our capabilities.
•Drive Shareholder Value: We are focused on delivering consistent and efficient growth by reprioritizing
investments to where they are most needed while delivering to consumers what they have come to expect
from GoodRx.
Competition and Industry Participants
Although we have built and scaled a differentiated consumer internet platform, we face a variety of types of competition.
We believe that our primary barrier to adoption is awareness. Americans have historically not had to be active consumers of
healthcare since benefit plans were more generous and open than they are today. Many consumers are not aware that
prices for the same prescription vary between pharmacies or that there are competitive cash prices available that may be
lower than insurance prices.
We principally compete with companies that provide prescription savings and solutions to pharma manufacturers. New
entrants may also enter our industry and compete with us. Generally, we believe that we are able to compete effectively
against these organizations based on our brand, scale, pricing and consumer experience. Our competitors vary in size and
breadth of their offerings.
•In prescriptions discounts and price comparisons, our competition is fragmented and consists of competitors
that are both larger and smaller than us in scale, including large e-commerce companies.
•Our pharma manufacturer solutions offering competes for advertising and market access budget allocation
against platforms on which manufacturers can reach consumers, including health-related websites and mobile
apps, and services supporting patient access. We believe that our trusted brand and our platform allows us to
engage patients about the cost of their brand medications.
There is currently significant concentration in the U.S. healthcare industry, and in particular there are a limited number
of PBMs, including pharmacies’ in-house PBMs, and a limited number of national pharmacy chains. If we are unable to
retain favorable contractual arrangements with our PBM partners, including any successor PBMs should there be further
consolidation of PBMs, we may lose them as customers, or the negotiated rates provided by such PBMs may become less
competitive, which could have an adverse impact on our platform.
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A limited number of PBMs generate a significant percentage of the discounted prices that we present through our
platform and, as a result, we generate a significant portion of our revenue from contracts with a limited number of PBMs. We
work with dozens of PBMs that maintain cash networks and prices, and the number of PBMs we work with has significantly
increased over time, limiting the extent to which any one PBM contributes to our overall revenue; however, we may not
expand beyond our existing PBM partners and the number of our PBM partners may even decline. For additional
information, see “We rely on a limited number of industry participants.” in Part I, Item 1A, “Risk Factors” included elsewhere
in this Annual Report on Form 10-K.
Intellectual Property
Our success depends in part on our ability to obtain and maintain intellectual property protection for our products and
technology platform, defend and enforce our intellectual property rights, preserve the confidentiality of our trade secrets, and
operate without infringing, misappropriating or otherwise violating valid and enforceable intellectual property rights of others.
We protect our intellectual property, including our brand, through a combination of trademarks, patents, trade secrets,
contractual provisions that restrict partners from infringing on our intellectual property, intellectual property assignment
agreements, licensing agreements, confidentiality procedures, non-disclosure agreements, and employee non-disclosure
and invention assignment agreements to establish and protect our proprietary rights. Though we rely in part upon these
legal and contractual protections, we believe that factors such as our position as the largest healthcare-focused internet
platform for prescription prices and discounts, our scale and the network effects enabled by these factors, as well as the
skills and ingenuity of our employees and the functionality and frequent enhancements to our platform are larger contributors
to our success.
Our patents and patent applications relate to software and services, including our ability to combine prices from multiple
PBMs together in a single consumer interface. Our issued patents begin expiring in 2034, excluding any patent term
adjustment. Our most material trademark asset is the registered trademark for our brand, “GoodRx,” and for the use of the
color yellow in the prescription discounts space. Additionally, we have registered domain names for websites that we use in
our business, such as www.goodrx.com
We continually review our development efforts to assess the existence and patentability of new intellectual property and
we intend to pursue additional intellectual property protection to the extent we believe it would advance our business
objectives. Notwithstanding these efforts, there can be no assurance that we will adequately protect our intellectual property
or that it will provide any competitive advantage. For more information regarding risks related to intellectual property, please
see Part I, Item 1A, “Risk Factors—Risks Related to Intellectual Property.”
Philanthropy
Philanthropy continues to play an important role in shaping GoodRx’s identity and culture through meaningful
contributions to our communities. We believe that, by engaging in philanthropic initiatives, we are fostering stronger
connections, both internally and externally. Integrating philanthropic initiatives into corporate activities not only allows us to
channel our collective resources and productivity outwards, but also strengthens our brand reputation, employee
engagement, and customer loyalty.
Drawing from the success of "Giving Season" first introduced in 2023, a year-end initiative to encourage employee
involvement in charitable acts, our philanthropic efforts in 2024 were focused on enhancing the Company’s culture of
volunteering by hosting in-office and virtual volunteering activities for our employees. For example, we hosted our first
Company-wide "Volunteer Day", where we partnered with local nonprofit organizations to support and create a lasting
impact in our communities across the country by engaging in a variety of tasks, including woodworking and constructing
garden benches, painting back-to-school posters for students, and cleaning up public beaches and parks. Remote
employees were also invited to participate through virtual volunteering activities.
In 2024, we continued to expand the spirit of philanthropy and social impact into different areas of the broader
organization. Our Community Resource Groups ("CRGs") also included a philanthropy component to their schedule of
events during their respective months of reflection and celebration. During Black History Month, we partnered with a Los
Angeles-based organization to provide recently-housed families with care packages assembled by our employees in the
Santa Monica office. Further, during Pride Month, we hosted a clothing drive across the Company to benefit a local thrift
store that helps fund HIV care and services in the community.
Our People and Culture
Our people are essential to our success. Our mission is to build and cultivate an inclusive culture that reflects the
diversity of the patients, partners and communities we serve. We believe that advocating for and putting people first, leading
with empathy, and building trust across our organization are core to our success. We prioritize providing a safe, rewarding
and respectful workplace where our people have the opportunities to pursue career paths based on skills, performance and
potential.
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As of December 31, 2024, we employed 738 employees, all of which are full-time employees. Of our total employees,
209 are based at our headquarters in Santa Monica, California. Our employees are split among the following departments
and functions: 10 principally in customer service, 391 in product development and technology, 206 in sales and marketing,
and 131 in general and administrative functions. Women make up 46% (335 employees) of our workforce who have chosen
to identify their gender. Non-white employees make up 48% (336 employees) of our workforce who have chosen to identify
their ethnicity/race.
We strive to build a workforce that can represent the clients, customers and partners that we serve everyday. After
successfully launching 5 CRGs in 2023, we carried that momentum in 2024 and built on our previous accomplishments. For
example, we incorporated CRG partners into our interview process and partnered with external organizations to further our
inclusion and belonging efforts.
In managing our business, we strive to develop and implement policies and programs that support our business goals,
maintain competitiveness, promote shared fiscal responsibility among our company and our employees, strategically align
talent within our organization and reward performance, while also managing the costs of such policies and programs. Our
employees are supported with training and development opportunities to pursue their career paths and to promote
compliance with our policies. We adhere to our code of business conduct and ethics (the "Code of Business Conduct and
Ethics"), which sets forth a commitment to our stakeholders, including our employees, to operate with integrity and mutual
respect.
We continue to embrace both hybrid and remote working for our employees as we believe that our business continuity
plan and technology platform will continue to support the effectiveness of our employees that work remotely. We also
continue to provide robust benefits, including health insurance for employees and dependents, 401(k) match, fertility
benefits, paid parental leave and discretionary vacation. We foster a tight-knit corporate culture through company events,
team building offsites, happy hours, game and movie nights, and pet-friendly offices. The biggest perk of all is knowing that
the work performed has a meaningful impact on our consumers.
Government Regulation
Data Privacy and Security Laws
The data we collect and process is an integral part of our products and services, allowing us to ensure our prices are
accurate, surface the most relevant prices and reach consumers with savings information. We collect and may use personal
information to help run our business (including for analytical and marketing purposes) and to communicate and otherwise
reach our consumers. In some instances, we may use third party service providers to assist us in the above.
Since we receive, use, transmit, disclose and store personal information, including health-related information, we are
subject to numerous state and federal laws and regulations that address privacy, data protection and the collection, storing,
sharing, use, transfer, disclosure and protection of certain types of data. Such regulations include the CAN-SPAM Act, the
Telephone Consumer Protection Act of 1991, the federal Health Insurance Portability and Accountability Act of 1996, as
amended by the Health Information Technology for Economic and Clinical Health Act (together with their implementing
regulations, collectively, “HIPAA”), Section 5(a) of the Federal Trade Commission Act, certain state data privacy and security
laws, including, but not limited to, the California Consumer Privacy Act, as amended by the California Privacy Rights Act
(collectively, “CCPA”), Washington State My Health My Data Act and other state data privacy and security laws. We are also
subject to a negotiated settlement with the Federal Trade Commission (the "FTC," and such settlement, the "FTC Order")
which includes, among other things, agreements to effect or maintain, as applicable, certain changes to our business
practices, policies and compliance requirements. The violation of any such laws and regulations and/or the FTC Order could
result in legal remedies that could materially impact our business or financial performance.
Our respect for laws and regulations regarding the collection and processing of personal information underlies our
strategy to improve our consumer experience and build trust. To read more about our approach to privacy laws and the
regulations, please see Part I, Item 1A, “Risk Factors—Risks Related to Our Business—Actual or perceived failures to
comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations,
standards and other requirements could adversely affect our business, financial condition and results of operations.”
State Licensing Requirements
Certain states have enacted laws regulating companies that offer and market discount prescription drug coupons and/or
medical services. These laws implicate a variety of services that we offer, such as our prescription transactions offering,
Gold and Kroger Savings, and may implicate other products we may develop in the future. These state laws are intended to
protect consumers from fraudulent, unfair or deceptive marketing, sales and enrollment practices by such plans. It is
possible that other states may enact new requirements or interpret existing requirements to include our programs. Failure to
obtain and maintain the required licenses, certifications or registrations to provide these offerings, as well as to abide by
applicable regulations governing these offerings, may result in civil penalties, receipt of cease and desist orders, or a
restructuring of our operations.
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State Corporate Practice of Medicine and Fee Splitting Laws
With respect to our telehealth platform, GoodRx Care contracts with physician-owned professional entities to deliver our
telehealth offering to their patients in the United States principally supported by Wheel Health, Inc.'s (“Wheel”) technology
and network of clinicians. We enter into management services agreements with these physician-owned professional entities
pursuant to which we provide them with billing, scheduling and a wide range of other non-clinical services, and, in return,
these professional entities pay us a management fee for those services. In addition, our telehealth platform enables
consumers to opt in to use our prescription transactions offering and/or fill their prescriptions through a third-party mail
delivery pharmacy. These relationships are subject to various state laws, which are intended to prevent unlicensed persons
from interfering with or influencing the physician’s professional judgment, and prohibiting the sharing of professional services
income with non-professional or business interests. These laws vary from state to state and are subject to broad
interpretation and enforcement by state regulators. A determination of non-compliance could lead to adverse judicial or
administrative action against us and/or our providers, civil or criminal penalties, receipt of cease and desist orders from state
regulators, loss of provider licenses, or a restructuring of our arrangements with our affiliated professional entities. For
further information, please see Part I, Item 1A, “Risk Factors—Risks Related to the Healthcare Industry—Our telehealth
offering offered to consumers is subject to various state laws and regulations governing the provision of telehealth services.”
and “Risk Factors—Risks Related to the Healthcare Industry—Our telehealth offering and relationships with our affiliated
physician-owned professional entities may implicate laws governing the practice of medicine and fee-splitting.”
Healthcare Fraud and Abuse Laws
Although the consumers who use our offerings do so outside of any medication or other health benefits covered under
their health insurance, including any commercial or government healthcare program, we may nonetheless be subject to a
number of federal and state healthcare regulatory laws that restrict certain business practices in the healthcare industry.
These laws include, but are not limited to, federal and state anti-kickback, self-referral, false claims, and other healthcare
fraud and abuse laws. For further information, please see Part I, Item 1A, “Risk Factors—Risks Related to the Healthcare
Industry—We may be subject to state and federal fraud and abuse and other healthcare regulatory laws and regulations. If
we or our commercial partners act in a manner that violates such laws or otherwise engage in misconduct, we may be
subject to civil or criminal penalties as well as exclusion from government healthcare programs.”
Healthcare Reform
A primary trend in the U.S. healthcare industry is cost containment. In the United States, there have been, and likely will
continue to be, a number of federal and state legislative and regulatory changes and proposed changes regarding the
healthcare system directed at containing or lowering the cost of healthcare, including the costs of medication. For further
information please see Part I, Item 1A, “Risk Factors—Risks Related to the Healthcare Industry—The impact of healthcare
reform legislation and other proposed or future changes impacting the healthcare industry and healthcare spending on us is
currently unknown, but may adversely affect our business, financial condition and results of operations.”
Additional Information
GoodRx Holdings, Inc., a Delaware corporation, was incorporated in September 2015. We were initially formed in
September 2011 as GoodRx, Inc., a Delaware corporation that is now our indirect subsidiary. We completed our initial public
offering (“IPO”) of our Class A common stock in September 2020.
Our Internet address is www.goodrx.com. At our Investor Relations website, investors.goodrx.com, we make available
free of charge a variety of information for investors, including our Annual Report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we
electronically file that material with or furnish it to the SEC.
Our Code of Business Conduct and Ethics applies to all of our directors, officers and employees, including our principal
executive officer and our principal financial officer. A copy of the code is available on our website at www.goodrx.com in the
“Governance” section of the “Investors” page. In addition, we intend to post on our website all disclosures that are required
by law concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics. The
information found on our website is not part of this or any other report we file with, or furnish to, the SEC.
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Item 1A. Risk Factors.
Our business involves significant risks, some of which are described below. You should carefully consider the risks and
uncertainties described below, together with all of the other information in this Annual Report on Form 10-K. The risks and
uncertainties described below are not the only ones we face. Additional risk and uncertainties that we are unaware of or that
we deem immaterial may also become important factors that adversely affect our business. The realization of any of these
risks and uncertainties could have a material adverse effect on our reputation, business, financial condition, results of
operations, growth and future prospects as well as our ability to accomplish our strategic objectives. In that event, the
market price of our Class A common stock could decline and you could lose part or all of your investment.
Risks Related to Our Limited Operating History and Recent Growth Rates
Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the
risks and challenges we may encounter.
Our limited operating history and evolving business make it difficult to evaluate and assess the success of our business
to date, our future prospects and the risks and challenges that we may encounter. These risks and challenges include our
ability to:
•continue to attract new consumers to our platform and position our platform as an important way to make
purchasing decisions for prescription medications and other healthcare products and services;
•retain our consumers and encourage them to continue to utilize our platform when purchasing healthcare
products and services;
•attract new and existing consumers to rapidly adopt new offerings on our platform;
•increase the number of consumers that use our subscription offerings or the number of subscription programs
that we manage;
•increase and retain our consumers that subscribe to our subscription offerings, such as Gold;
•attract and retain industry players for inclusion in our platform, including pharmacies, PBMs and pharma
manufacturers;
•comply with existing and new or amended laws and regulations applicable to our business and in our industry;
•anticipate and respond to macroeconomic changes, changes in medication pricing and industry pricing
benchmarks and changes in market dynamics in the markets in which we operate;
•react to challenges from existing and new competitors and evolving industry trends;
•maintain and enhance the value of our reputation and brand;
•effectively manage our growth;
•realize expected benefits from restructuring and cost reduction efforts;
•hire, integrate and retain talented people at all levels of our organization;
•maintain and improve the infrastructure underlying our platform, including our apps and websites, including
with respect to data protection and cybersecurity; and
•successfully update our platform, including expanding our platform and offerings into different healthcare
products and services, develop and update our apps, features, offerings and services to benefit our consumers
and enhance the consumer experience.
If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above
and those described elsewhere in this Part I, Item 1A, “Risk Factors,” our business, financial condition and results of
operations could be adversely affected. Further, because we have limited historical financial data and our business
continues to evolve and expand within the U.S. healthcare industry, any predictions about our future revenue and expenses
may not be as accurate as they would be if we had a longer operating history, operated a more predictable business or
operated in a less regulated industry. We have encountered in the past, and will encounter in the future, risks and
uncertainties frequently experienced by growing companies with limited operating histories and evolving businesses that
operate in highly regulated and competitive industries. If our assumptions regarding these risks and uncertainties, which we
use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of
operations could differ materially from our expectations and our business, financial condition and results of operations would
be adversely affected.
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Our recent growth rates may not be sustainable or indicative of future growth.
Our historical rate of growth may not be sustainable or indicative of our future rate of growth. We estimate that
prescription transactions revenue will be impacted by recent and future retail pharmacy store closures, and that subscription
revenue may decrease, while pharma manufacturer solutions revenue may continue to grow as a percentage of total
revenue in the near to medium term. We believe that our ability to improve or maintain revenue and margins and obtain
profitability, will depend upon, among other factors, our ability to address the challenges, risks and difficulties described
elsewhere in this Part I, Item 1A, “Risk Factors” and the extent to which our various offerings grow, organically and through
acquisitions, and contribute to our results of operations. We cannot provide assurance that we will be able to successfully
manage any such challenges or risks to our future growth. In addition, our base of consumers may not continue to grow or
may decline due to a variety of risks, including increased competition, changes in the dynamics among industry participants
and us, changes in the regulatory landscape and the maturation of our business. Any of these factors could cause our
revenue growth to decline and may adversely affect our margins and profitability. Failure to grow our revenue or improve
margins would have a material adverse effect on our business, financial condition and results of operations. You should not
rely on our historical rate of revenue growth for any prior quarterly or annual period as an indication of our future
performance.
Our results of operations vary and may fluctuate significantly from period-to-period.
Our quarterly and annual results of operations have historically varied from period-to-period and we expect that our
results of operations will continue to do so for a variety of reasons, many of which are outside of our control and are difficult
to predict. We have presented many of the factors that may cause our results of operations to fluctuate in this Part I, Item
1A, “Risk Factors,” including the extent to which our various offerings grow and contribute to our results of operations. In
addition, 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. We may experience stronger demand for our pharma manufacturer solutions offering during the fourth
quarter of each year, which coincides with pharma manufacturers' annual budgetary spending patterns. Additionally, a
majority of our pharma manufacturer solutions revenue in any given quarter is derived from contracts entered into with our
customers during previous quarters. Consequently, a decline in new or renewed contracts in any one quarter may not be
fully reflected in our revenue for that quarter. The changing retail pharmacy landscape, as well as the grocer issue and the
impact of COVID-19 may have masked some of these trends in recent periods and may continue to impact these trends in
the future. As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened
renegotiations between pharmacies and PBMs as a result of the pharmacies' increased focus on rationalizing their
spending, which in turn has had and may continue to have an adverse impact on our prescription transactions revenue. The
cumulative effects of such factors could result in large fluctuations and unpredictability in our quarterly and annual results of
operations. As a result, comparing our results of operations on a period-to-period basis may not be meaningful and investors
should not rely on our past results as an indication of our future performance.
This variability and unpredictability could also result in our failing to meet the expectations of industry or financial
analysts or investors for any period. If our revenue or results of operations fall below the expectations of analysts or
investors or below any guidance we may provide, or if the guidance we provide is below the expectations of analysts or
investors, the price of our Class A common stock could decline substantially. Such a stock price decline could occur even
when we have met any previously publicly stated guidance we may provide.
We may be unable to manage our future growth effectively, which could make it difficult to execute our business
strategy.
In the past, we experienced rapid growth in our business operations and the number of consumers that use our
offerings, and we may experience such growth in the future. This historical growth placed, and may in the future place,
significant demands on our management and our operational and financial infrastructure. Our ability to manage our future
growth effectively and to integrate new employees, technologies and acquisitions into our existing business may require us
to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage
employees. Management of growth is particularly difficult when employees work from home as a result of our hybrid/remote
workplace. Growth could strain our ability to develop and improve our operational, financial and management controls,
enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain consumer
satisfaction. Additionally, if we do not effectively manage the growth of our business and operations, the quality of our
platform and offerings could suffer, which could negatively affect our reputation and brand, business, financial condition and
results of operations.
Risks Related to Our Business
We may be unsuccessful in achieving broad market education and changing consumer purchasing habits.
Our success and future growth largely depend on our ability to increase consumer awareness of our platform and
offerings, and on the willingness of consumers to utilize our platform to access information, discounted prices for prescription
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medications and other healthcare products and services. We believe the vast majority of consumers make purchasing
decisions for healthcare products and services on the basis of traditional factors, such as insurance coverage, availability at
nearby pharmacies and availability of nearby medical testing. This traditional decision-making process does not always
account for restrictive and complex insurance plans, high deductibles, expensive co-pays and other factors, such as
discounts or savings available at alternative pharmacies or practices. To effectively market our platform, we must educate
consumers about the various purchase options and the benefits of using GoodRx codes when purchasing prescription
medications and other healthcare products and services. We focus our marketing and education efforts on consumers, but
also aim to educate and inform healthcare providers, pharmacists and other participants that interact with consumers,
including at the point of purchase. However, we cannot assure you that we will be successful in changing consumer
purchasing habits or that we will achieve broad market education or awareness among consumers. Even if we are able to
raise awareness among consumers, they may be slow in changing their habits and may be hesitant to use our platform for a
variety of reasons, including:
•lack of experience with our Company and platform, and concerns that we are relatively new to the industry;
•perceived health, safety or quality risks associated with the use of a new platform and applications to shop for
discounted prices for prescription medications;
•lack of awareness that there is a disparity of pricing for prescription medicines and other medical products and
services;
•perception that our platform does not provide adequate discounted prices or only offers savings for a limited
selection of prescription medications;
•perception that discounted prices offered through our platform are less competitive than insurance coverage;
•perception regarding acceptance rates of pharmacies for our GoodRx codes available through our platform,
such as what occurred in connection with the grocer issue;
•traditional or existing relationships with pharmacies, pharmacists or other providers that sell healthcare
products and services;
•concerns about the privacy and security of the data that consumers share with or through our platform, such as
in relation to our FTC Order to resolve all claims and allegations arising out of or relating to the FTC's
investigation into our privacy and security practices;
•competition and negative selling efforts from competitors, including competing platforms and price matching
programs; and
•perception regarding the time and complexity of using our platform or using and applying our GoodRx codes
available through our platform at the point of purchase.
If we fail to achieve broad market education of our platform and/or the options for purchasing healthcare products and
services, or if we are unsuccessful in changing consumer purchasing habits, our business, financial condition and results of
operations would be adversely affected.
We may be unable to continue to attract, acquire and retain consumers, or may fail to do so in a cost-effective
manner.
Our success depends in part on our ability to cost-effectively attract and acquire new consumers, retain our existing
consumers and encourage our consumers to continue to utilize our platform when making purchasing decisions for
prescription medications and other healthcare products and services. To expand our base of consumers, we must appeal to
consumers who have historically used traditional outlets for their healthcare products and services, and who may be
unaware of the possibility or benefits of using discounted prices to purchase healthcare products and services outside of
insurance programs. We have made significant investments related to consumer acquisition and expect to continue to spend
significant amounts to acquire additional consumers. We cannot assure you that this spending will be effective or that
revenue from new consumers that we acquire will ultimately exceed the cost of acquiring those consumers. Alternatively, we
have and may continue to focus on the efficiency of our spending on customer acquisition related strategies, which may
impact our ability to acquire or retain consumers. If we fail to deliver reliable and significant discounted prices for prescription
medications, we may be unable to acquire or retain consumers. If we are unable to acquire or retain consumers who use our
platform in volumes and with recurrence sufficient to grow our business, we may be unable to maintain the scale necessary
for operational efficiency and to drive beneficial and self-reinforcing network effects across the broader healthcare
ecosystem, including pharmacies, PBMs and pharma manufacturers. Consequently, we may not be able to present the
same quality or range of solutions on our platform or otherwise, which may adversely impact consumer interest in our
platform, in which case our business, financial condition and results of operations would be adversely affected.
We believe that our paid and non-paid marketing initiatives have been critical in promoting consumer awareness of our
platform and offerings, which in turn has driven new consumer growth and increased the extent to which existing consumers
have used our platform. Our paid marketing initiatives include television, search engine marketing, mail to consumers and
healthcare provider offices, email, display, radio and magazine advertising and social media marketing as well as consumer
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discounts and incentives. For example, we actively market our platform and offerings through television and we rely on
direct mail to distribute marketing materials to consumers. If we are unable to cost-effectively market to consumers, or if we
elect to reduce our spending to drive traffic to our apps and websites, our ability to acquire new consumers and our financial
condition would be materially and adversely affected. We also buy search advertising primarily through search engines such
as Google and Bing, and use internal analytics and external vendors for bid optimization and channel strategy. Our non-paid
advertising efforts include search engine optimization, non-paid social media and e-mail marketing. Search engines
frequently modify their search algorithms and these changes can cause our websites to receive less favorable placements,
which could reduce the number of consumers who visit our websites. The costs associated with advertising through search
engines can also vary significantly from period to period, and have generally increased over time. We may be unable to
modify our strategies in response to any future search algorithm changes made by the search engines, which could require
a change in the strategy we use to generate consumer traffic to our websites. In addition, our websites must comply with
search engine guidelines and policies, which are complex and may change at any time. If we fail to follow such guidelines
and policies properly, search engines may rank our content lower in search results or could remove our content altogether
from their indices. Antitrust developments pertaining to search engines could also adversely impact the effectiveness of our
content. Although consumer traffic to our apps is not reliant on search results, growth in mobile device usage may not
decrease our overall reliance on search results if consumers use our mobile websites rather than our apps or use search to
initially find our apps. In fact, growth in mobile device usage may exacerbate the risks associated with how and where our
websites are displayed in search results because mobile device screens are smaller than desktop computer screens and
therefore display fewer search results.
In addition, we actively encourage new and existing consumers to use our apps to access our platform. We believe that
our apps help to facilitate increased consumer retention and that consumers that access our platform through our apps are
more likely to utilize GoodRx codes at the final point of purchase. While we have invested and will continue to invest in the
development of our apps to improve consumer utilization, there can be no assurance that our efforts to drive adoption and
use of our apps will be effective.
To remain competitive and encourage the use of our platform, we have in the past offered and may continue to offer
incentives to certain consumers that further reduce discounted prices offered on our platform. We cannot assure that offering
such incentives will be successful in attracting new and recurring consumers or that we will be able to maintain competitive
discounted prices in the future to retain such consumers. If we are unable to successfully manage these incentives, our
financial performance may be adversely impacted.
Our consumer education, acquisition and retention initiatives can be expensive and may be ineffective in driving
consumer education or interest in our platform. Further, if new or existing consumers do not perceive that the discounted
prices presented through our platform are reliable or meaningful, or if we fail to offer new and relevant offerings and
application features, we may not be able to attract or retain consumers or increase the extent to which they use our platform
and applications for other or future purchases. If we fail to continue to grow our base of consumers, retain existing
consumers or increase consumer engagement, our business, financial condition and results of operations will be adversely
affected.
We rely significantly on our prescription transactions offering and may not be successful in expanding our
offerings within our markets, particularly the U.S. prescriptions market, or to other segments of the healthcare
industry.
To date, the majority of our revenue has been derived from our prescription transactions offering. When a consumer
uses a GoodRx code to fill a prescription and saves money compared to the list price at that pharmacy, we receive fees from
our partners, including PBMs, pharma manufacturers and pharmacies, as applicable. Revenue from our prescription
transactions offering represented 73%, 73% and 72% of our revenue for the years ended December 31, 2024, 2023 and
2022, respectively. Substantially all of this revenue was generated from consumer transactions at brick-and-mortar
pharmacies. The introduction of competing offerings with lower prices for consumers, fluctuations in prescription prices,
mass closures of retail pharmacy chain locations, changes in consumer purchasing habits, including an increase in the use
of mail delivery prescriptions, changes in our relationships with industry participants and our various partners, changes in the
regulatory landscape, and other factors could result in changes to our contracts or a decline in our total revenue, which have
had and may continue to have an adverse effect on our business, financial condition and results of operations. Because we
derive a majority of our revenue from our prescription transactions offering, any material decline in the use of such offering
or in the fees we receive from our partners in connection with such offering would have a pronounced impact on our future
revenue and results of operations, particularly if we are unable to expand our offerings overall.
We seek to expand our offerings within the prescriptions market and the pharma manufacturer solutions market in the
United States, and we are actively investing in these growth areas. We also continue to focus on the optimization of our
existing partnerships and have entered into, and may in the future enter into, new or revised agreements with industry
participants, and have also terminated, and may in the future terminate, existing arrangements with industry participants.
However, expanding our offerings, entering into new markets and entering into new partnerships requires substantial
additional resources, and our ability to succeed is not certain. During and following periods of active investment in such
offerings, markets, relationships and partnerships, we may experience a decrease in profitability or margins, particularly if
the area of investment generates lower margins than our other offerings. As we attempt to expand our offerings and optimize
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our partnerships, we may need to take additional steps, such as hiring additional personnel, partnering with new third parties
and incurring considerable research and development expenses, in order to pursue such expansion and optimization
successfully. Any such expansion and/or optimization would be subject to additional uncertainties and would likely be subject
to additional laws and regulations. As a result, we may not be successful in future efforts to expand into or achieve
profitability from new markets, new business models or strategies, new partnerships or new offering types, and our ability to
generate revenue from our current offerings and continue our existing business may be negatively affected. If any such
expansion does not enhance our ability to maintain or grow revenue or recover any associated development costs, our
business, financial condition and results of operations could be adversely affected.
Our business is subject to changes in medication pricing and is significantly impacted by pricing structures
negotiated by industry participants.
Our platform aggregates and analyzes pricing data from a number of different sources. The discounted prices that we
present through our platform are based in large part upon pricing structures negotiated by industry participants. Although
some of our contracts with certain of our partners contain provisions related to discount pricing, we do not control the overall
pricing strategies of pharma manufacturers, wholesalers, PBMs and pharmacies, each of which is motivated by independent
considerations and drivers that are outside our control and has the ability to set or significantly impact market prices for
different prescription medications. While we have contractual and non-contractual relationships with certain industry
participants, such as pharmacies, PBMs and pharma manufacturers, these and other industry participants often negotiate
complex and multi-party pricing structures, and we have no control over these participants and the policies and strategies
that they implement in negotiating these multi-party pricing structures. For example, the grocer issue had a material adverse
impact on our results of operations for the years ended December 31, 2023 and 2022 and while the impact has attenuated
in 2024, we expect that it will continue to have a sustained adverse impact in future periods.
Pharma manufacturers generally direct medication pricing by setting medication list prices and offering rebates and
discounts for their medications. List prices are impacted by, among other things, market considerations such as the number
of competitor medications and availability of alternative treatment options. Wholesalers can impact medication pricing by
purchasing medications in bulk from pharma manufacturers and then reselling such medications to pharmacies. PBMs
generally impact medication pricing through their bargaining power, negotiated rebates with pharma manufacturers and
contracts with different pharmacy providers and health insurance companies. PBMs work with pharmacies to determine the
negotiated rate that will be paid at the pharmacy by consumers. We also work with pharmacies with which we have
contractual arrangements to offer discount prices to consumers. Medication pricing is also impacted by health insurance
companies and the extent to which a health insurance plan provides for, among other things, covered medications, preferred
tiers for different medications and high or low deductibles. To the extent future regulation impacts the prices that PBMs can
charge, that could adversely impact our business. A majority of the utilization of our platform relates to generic medications.
Our ability to present discounted prices through our platform, the value of any such discounts and our ability to generate
revenue are directly affected by the pricing structures in place amongst these industry participants, and changes in
medication pricing and in the general pricing structures that are in place could have an adverse effect on our business,
financial condition and results of operations. For example, changes in the negotiated rates of the PBMs on our platform at
pharmacies could negatively impact the prices that we present through our platform, and changes in insurance plan
coverage for specific medications could reduce demand for and/or our ability to offer competitive discounts for certain
medications, any of which could have an adverse effect on our ability to generate revenue and business. In addition,
changes in the fee and pricing structures among industry participants, whether due to regulatory requirements, competitive
pressures or otherwise, that reduce or adversely impact fees generated by PBMs or directly by us through partner
pharmacies would have an adverse effect on our ability to generate revenue and business. Due in part to existing pricing
structures, we generate a smaller portion of our revenue through contracts with pharma manufacturers and other
intermediaries. Changes in the roles of industry participants and in general pricing structures, increased regulatory scrutiny
and action against industry participants, as well as price competition among industry participants, could have an adverse
impact on our business. For example, integration of PBMs and pharmacy providers could result in pricing structures
whereby such entities would have greater pricing power and flexibility or industry players could implement direct to
consumer initiatives that could significantly alter existing pricing structures, either of which would have an adverse impact on
our ability to present competitive and low prices to consumers and, as a result, the value of our platform for consumers and
our results of operations.
We generally do not control the categories and types of prescriptions for which we can offer savings or discounted
prices.
The categories and brands of medications for which we can present discounted prices are largely determined by PBMs,
pharmacies and pharma manufacturers. PBMs work with insurance companies, employers and other organizations and
enter into contracts with pharmacies to determine negotiated rates. They also negotiate rebates with pharma manufacturers.
The terms that various PBMs negotiate with each pharmacy are generally different and result in different negotiated rates
available via each PBM’s network, all of which is outside our control. Different PBMs prioritize and allocate discounts across
different medications, and continuously update these allocations in accordance with their internal strategies and
expectations. As we have agreements with PBMs to market their negotiated rates through our platform, our ability to present
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discounted prices is in part dependent upon the arrangements that such PBMs have negotiated with pharmacies and upon
the resulting availability and allocation of discounts for medications subject to these arrangements. We also have
agreements with partner pharmacies to offer discount prices to consumers and such discount prices are subject to
negotiated terms and conditions. In general, industry participants are less likely to allocate or provide discounts or rebates
on brand medications that are covered by patents. As a result, the discounted prices that we are able to present for brand
medications may not be as competitive as for generic medications. Similar to the total prescription volume in the United
States, the majority of the utilization of our platform relates to generic medications.
Changes in the categories and types of medications for which we can present pricing through our platform could have
an adverse effect on our business, financial condition and results of operations. In addition, demand for our offerings and the
use and utility of our platform is impacted by the value of the discounts that we are able to present and the extent to which
there is inconsistency in the price of a particular prescription across the market. If pharmacies, PBMs or others do not
allocate or otherwise facilitate adequate discounts for these medications, or if there is significant price similarity or
competition across PBMs and pharmacies, the perceived value of our platform and the demand for our offerings would
decrease and there would be a significant impact on our business, financial condition and results of operations.
We rely on a limited number of industry participants.
There is currently significant concentration in the U.S. healthcare industry, and in particular there are a limited number
of PBMs, including pharmacies’ in-house PBMs, and a limited number of national pharmacy chains. If we are unable to
retain favorable contractual arrangements and relationships with our PBM partners and partner pharmacies, including any
successor PBMs or pharmacies should there be further consolidation of PBMs or pharmacies, we may lose them as
customers and partners, as applicable, or the negotiated rates provided by such PBMs or directly through such partner
pharmacies may become less competitive, which could have an adverse impact on the discounted prices we present
through our platform. Additionally, there is a limited number of counterparties and vendors who provide us with prescription
transaction processing services that support our business. If our current counterparties and vendors were to stop providing
services on acceptable terms, the resulting disruption could also have an adverse effect on our business.
A limited number of PBMs generate a significant percentage of the discounted prices that we present through our
platform and, as a result, we generate a significant portion of our revenue from contracts with a limited number of PBMs. We
work with dozens of PBMs that maintain cash networks and prices, and the number of PBMs we work with has significantly
increased over time, limiting the extent to which any one PBM contributes to our overall revenue; however, we may not
expand beyond our existing PBM partners and the number of our PBM partners may even decline. Revenue from each PBM
fluctuates from period to period as the discounts and prices available through our platform change, and different PBMs
experience increases and decreases in the volume of transactions processed through their respective networks. Further,
some of our contracts contain exclusivity provisions, which could limit our ability to negotiate pricing terms as market prices
fluctuate. Our three largest PBM customers accounted for 27% of our revenue in 2024, 32% of our revenue in 2023 and
31% of our revenue in 2022. In 2024, no single PBM customer accounted for more than 10% of our revenue. In 2023 and
2022, one PBM customer accounted for more than 10% of our revenue. The loss of any of these large PBM customers may
negatively impact the breadth of the pricing that we are able to offer consumers.
Most of our PBM contracts provide for monthly payments from PBMs. Our PBM contracts generally can be divided into
two categories: PBM contracts featuring a percentage of fee arrangement, where fees are a percentage of the fees that
PBMs charge to pharmacies, and PBM contracts featuring a fixed fee per transaction arrangement. Our percentage of fee
contracts often also include a minimum fixed fee per transaction. The majority of our PBM contracts are percentage of fee
contracts, and a minority of our contracts provide for fixed fee per transaction arrangements. Our PBM contracts generally
have a tiered fee structure based on volume generated in the applicable payment period. Our PBM contracts do not contain
minimum volume requirements, and thus do not provide for any assurance as to minimum payments to us. Our PBM
contracts generally renew automatically. In addition, our PBM contracts generally provide for continuing payments to us after
such contracts are terminated. Some of our PBM contracts provide for these continuing payments for so long as negotiated
rates related to the applicable PBM contract continue to be used after termination, and other contracts provide for these
continuing payments for specified multi-year payment periods after termination. Between contract renewals, our current
contracts generally provide for limited termination rights.
In addition, our PBM contracts typically include provisions that prevent PBMs from circumventing our platform,
redirecting volumes outside of our platform and other protective measures. For example, our PBM contracts contain
provisions that limit PBM use of our intellectual property related to our brand and platform and require PBMs to maintain the
confidentiality of our data. While we have consistently renewed and extended the term of our contracts with PBMs over time,
there can be no assurance that PBMs will enter into future contracts or renew existing contracts with us, or that any future
contracts they enter into will be on equally favorable terms. Changes that limit or otherwise negatively impact our ability to
receive fees from these partners would have an adverse effect on our business, financial condition and results of operations.
Consolidation of PBMs or the loss of a PBM could negatively impact the discounts and prices that we present through our
platform and may result in less competitive discounts and prices on our platform.
Our consumers use GoodRx codes at the point of purchase at nearby pharmacies. These codes can be used at over
70,000 pharmacies in the United States. The U.S. prescriptions market is dominated by a limited number of national and
regional pharmacy chains, such as CVS, Kroger, Walmart and Walgreens. These pharmacy chains represent a significant
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portion of overall prescription medication transactions in the United States. Similarly, a significant portion of our discounted
prices are used at a limited number of pharmacy chains and, as a result, a significant portion of our revenue is derived from
transactions processed at a limited number of pharmacy chains. We have entered, and may in the future enter, into direct
contractual arrangements with pharmacies, which we refer to as our partner pharmacies, to offer discount prices to
consumers at such pharmacies. Further, if counterparties and vendors we use to process prescriptions were to stop
providing services to us on acceptable terms, we may be unable to procure alternative services from other counterparties or
vendors in a timely and efficient manner and on similar acceptable terms. Accordingly, we may incur significant costs to
resolve any such disruptions in services, which could have a material adverse effect on our business.
In the last year, many pharmacy chains announced plans to close thousands of retail pharmacy locations in the near
term. We derive a significant portion of our revenue from transactions processed at pharmacy chains. If our consumers are
unable to access retail pharmacies, they may seek other options to fill their prescriptions, such as through mail delivery
services, or choose not to fill or refill existing prescriptions, which may adversely impact our revenues. We do not generate a
significant percentage of revenue from mail delivery service. To the extent consumer preferences change, including as a
result of public health concerns or due to retail pharmacy closures, we may not be able to accommodate sufficient demand
for mail delivery service which may have an adverse effect on our business, financial condition and results of operations.
The impact of the changing retail pharmacy landscape is currently unknown, but may adversely affect our business,
financial condition, and results of operations.
If one or more pharmacy chains terminates its cash network contracts with PBMs that we work with, enters into cash
network contracts with PBMs that we work with at less competitive rates or, to the extent a pharmacy chain has entered into
a direct contractual arrangement with us, terminates such contractual arrangement, our business may be negatively
affected. For example, a grocery chain took actions late in the first quarter of 2022 that impacted acceptance of discounted
pricing for a subset of prescription drugs from PBMs and whose pricing we promote on our platform. This had a material
adverse impact on our results of operations and we expect that it will continue to have a sustained adverse impact in future
periods. Such actions could be exacerbated by further consolidation of PBMs or pharmacy chains. If such changes,
individually or in the aggregate, are material, they would have an adverse effect on our business, results of operations and
financial condition. If there is a decline in revenue generated from any of the PBMs or pharmacies we contract with, as a
result of consolidation of PBMs or pharmacy chains, pricing competition among industry participants or otherwise, if we are
unable to maintain or grow our relationships with PBMs and pharmacies or if we lose one or more of the PBMs or partner
pharmacies we contract with and cannot replace such PBM or partner pharmacy in a timely manner or at all, there would be
an adverse effect on our business, financial condition and results of operations.
We operate in a very competitive industry and we may fail to effectively differentiate our offerings and services
from those of our competitors, which could impair our ability to attract and acquire new consumers and retain
existing consumers.
The U.S. prescriptions market, pharma manufacturer solutions market and telehealth market are highly competitive and
subject to ongoing innovation and development. Our ability to remain competitive is dependent upon our ability to appeal to
consumers and attract and acquire new consumers to our platform, including through our apps. Our ability to remain
competitive is also dependent upon our ability to retain existing consumers and encourage them to continue to use our
platform as a tool for purchasing healthcare products and services. We operate in a highly competitive environment and in
an industry that is subject to significant market pressures brought about by consumer demands, a limited number of major
PBMs and pharmacy operators, fluctuations in medication pricing, legislative and regulatory activity, significant changes in
demand and interest in telehealth and other market factors.
We compete with companies that provide savings on prescriptions, as well as companies that offer advertising and
market access for pharma manufacturers. Within the prescriptions discounts and price comparison market, our competition
is fragmented and consists of competitors that are larger and smaller than us in scale, including large e-commerce
companies. There can be no assurance that competitors will not develop and market similar offerings to ours, or that
industry participants, such as integrated PBMs and pharmacy providers, will not seek to leverage our platform to drive
consumer demand and traffic to their networks and eventually away from, or outside of, our platform. We may face
increased competition from those that attempt to replicate our business model or marketing tactics, such as discount
websites, e-commerce websites, apps, cash back and loyalty programs and new comparison shopping sites from various
industry participants, any of which could impact our ability to attract and retain consumers. Our pharma manufacturer
solutions offering competes for advertising and market access budget allocation against traditional direct to consumer and
other platforms on which pharmaceutical manufacturers can reach consumers, such as through physicians, health-related
apps and websites, television advertisements and services supporting patient access. We also face competition in the
telehealth market from a range of companies, including providers of telehealth services that are larger than us, and which
usually provide telehealth services on behalf of employers and insurance plans. A competitor’s offerings, reputation and
marketing strategies can have a substantial impact on its ability to attract and retain consumers, and we may face
competition from existing or new market entrants with greater resources and better offerings, pricing, reputations and market
strategies, which would have a negative impact on our business. Any such competitor may be better able to respond quickly
to new technologies, develop deeper relationships with consumers and industry participants, including pharmacies, PBMs
and telehealth providers, or offer more competitive discounts or pricing. While we negotiate protective terms related to our
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discounted prices, our intellectual property and our consumers, in our contracts with PBMs and partner pharmacies, such
contracts are not exclusive and PBMs as well as our partner pharmacies can work with others in the industry to drive volume
to their networks. For example, our contracts include provisions that, among others, restrict the ability of PBMs and our
partner pharmacies to compete with us and solicit our consumers. We aim to differentiate our business through scale and by
innovating and delivering offerings and services that demonstrate value to our new and existing consumers, particularly in
response to frequent changes in medication pricing and the cost of medical care. Our failure to innovate and deliver
offerings and services that demonstrate value, or to market such offerings and services effectively, may affect our ability to
acquire or retain consumers, which could have a material adverse effect on our business, results of operations and financial
condition.
We may also face competition from companies that we do not yet know about. If existing or new companies develop or
market an offering similar to ours, develop an entirely new solution for access to affordable healthcare, acquire one of our
existing competitors or form a strategic alliance with one of our competitors or other industry participants, our ability to
compete effectively could be significantly impacted, which would have a material adverse effect on our business, results of
operations and financial condition.
Our estimated addressable market is subject to inherent challenges and uncertainties. If we overestimate the size
of our addressable market or the various markets in which we operate, our future growth opportunities may be
limited.
Our TAM is based on internal estimates and third-party estimates regarding the size of each of the U.S. prescriptions
market and pharma manufacturer solutions market, and is subject to significant uncertainty and is based on assumptions
that may not prove to be accurate. In particular, we calculated the TAM for our prescription opportunity based on data from
the Centers for Medicare & Medicaid Services regarding the expected size of U.S. prescription expenditures in 2024 and
2025, plus our estimated value of prescriptions that are written but not filled, which we estimate to range between 20% to
30% of the overall prescription opportunity. These estimates are based on third-party reports and are subject to significant
assumptions and estimates. Additionally, we calculated the TAM for our pharma manufacturer solutions opportunity based
on internal data regarding the amount of advertising and marketing spending by U.S. pharma manufacturers relating to
prescription drugs in 2022. These estimates, as well as the estimates and forecasts elsewhere in this Annual Report on
Form 10-K relating to the size and expected growth of the markets in which we operate, may change or prove to be
inaccurate. While we believe the information on which we base our TAM is generally reliable, such information is inherently
imprecise. In addition, our expectations, assumptions and estimates of future opportunities are necessarily subject to a high
degree of uncertainty and risk due to a variety of factors, including those described herein. If third-party or internally
generated data prove to be inaccurate or we make errors in our assumptions based on that data, our future growth
opportunities may be affected. Additionally, our TAM for our prescription transactions offering includes medications for which
we are currently not able to offer savings on the prices paid by non-insured and insured consumers and for which we may
not be able to provide savings on in the future. If our TAM, or the size of any of the various markets in which we operate,
proves to be inaccurate, our future growth opportunities may be limited and there could be a material adverse effect on our
prospects, business, financial condition and results of operations.
We calculate certain operational metrics using internal systems and tools and do not independently verify such
metrics. Certain metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in
such metrics may harm our reputation and negatively affect our business.
We publicly disclose, including in our SEC filings, certain operational metrics, such as Monthly Active Consumers,
Monthly Visitors, subscribers, subscription plans, savings and other metrics. We calculate these metrics using internal
systems and tools that are not independently verified by any third party. These metrics may differ from estimates or similar
metrics published by third parties or other companies due to differences in sources, methodologies or the assumptions on
which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics
have evolved and may continue to change over time, which could result in unexpected changes to our metrics, including the
metrics we publicly disclose on an ongoing basis. If the internal systems and tools we use to track these metrics undercount
or overcount performance or contain algorithmic or other technical errors, the data we present may not be accurate. While
these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of
measurement, there are inherent challenges in measuring savings, the use of our platform and offerings and other metrics.
For example, we believe that there are consumers who access our offerings through multiple accounts or channels, and that
there are groups of consumers, such as families, who access our offerings through single accounts or channels, both of
which impact our number of Monthly Visitors, as each channel is counted independently. In addition, limitations or errors with
respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details
of our business, which would affect our long-term strategies. If our operating metrics or our estimates are not accurate
representations of our business, or if investors do not perceive our operating metrics to be accurate, or if we discover
material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our operating and
financial results could be adversely affected.
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Our telehealth offering is dependent on our ability to maintain our relationship with our telehealth provider network,
including our affiliated professional entities, and the ability of such entities to recruit qualified telehealth providers.
The success of our telehealth offering depends in part on our continued ability to maintain our relationship with our
telehealth provider network, including our affiliated physician-owned professional entities that we contract with to deliver our
telehealth offering, and the ability of our affiliated professional entities to recruit qualified telehealth providers. There is
significant competition in the telehealth market for qualified telehealth providers, and if our affiliated professional entities are
unable to recruit or retain an adequate number of physicians and other healthcare professionals, whether directly or
indirectly through staffing providers, such as Wheel, which provides a network of healthcare providers to our affiliated
professional entities, it could negatively impact our telehealth offering. Moreover, if one or more of our relationships with
these affiliated professional entities were to end, it could have a material adverse effect on our business, financial condition
and results of operations and/or cause us to cease our telehealth offering.
Negative media coverage could adversely affect our business.
We receive a high degree of media coverage in the United States. Unfavorable publicity regarding, for example, the
healthcare industry, healthcare costs, industry competition, litigation or regulatory activity, the actions of the entities included
or otherwise involved with our platform, negative perceptions of prescriptions included on our platform, medication pricing,
pricing structures in place amongst the industry participants, pharmacy closures, our relationships with pharmacies, PBMs
and pharma manufacturers, our data privacy or data security practices, our platform or our revenue could materially
adversely affect our reputation. Such negative publicity also could have an adverse effect on our ability to attract and retain
consumers, partners, or employees, and result in decreased revenue, which would materially adversely affect our business,
financial condition and results of operations.
We may be unable to successfully respond to changes in the market for prescription pricing, and may fail to
maintain and expand the use of GoodRx codes through our apps and websites.
In recent years, we believe that consumer preferences and access to prescription medication discounts has increasingly
shifted from traditional offline or analog channels, such as newspapers and by direct mail, to digital or electronic channels,
such as apps, websites and by email. It is difficult to predict whether the pace of the transition from traditional to digital
channels will continue at the same rate and the degree to which the growth of the digital channel will continue. While we
actively promote the use of our apps and websites, if the demand for digital channels does not continue to grow as we
expect, or if we fail to successfully address this demand through our platform, our business could be harmed. Consumer
access and preferences for purchasing medications may evolve in ways which may be difficult to predict. Further, if PBMs or
pharmacy operators elect to directly distribute pricing information through their own digital channels, or if new or existing
competitors are faster or better at addressing consumer demand and preferences for digital channels, or are able to offer
more accessible discounted prices to consumers, our ability and success in presenting discounted prices on our platform
may be impeded and our business, financial condition and results of operations would be adversely affected. If we cannot
maintain a sufficient offering of discounted prices on our platform, new consumers and existing consumers may perceive our
platform as less relevant, consumer traffic to our platform could decline and, as a result, new consumers and existing
consumers may decrease their use of our platform or subscription offerings, which would affect our contracts with certain
partners included or otherwise involved with our platform and have a material adverse effect on our business, financial
condition and results of operations.
We may be unable to maintain a positive perception regarding our platform or maintain and enhance our brand.
A decrease in the quality or perceived quality of the discounted prices available through our platform, or of our
telehealth offering, could harm our reputation and damage our ability to attract and retain consumers and partners included
or otherwise involved with our platform, which could adversely affect our business. Many factors that impact the perception
of our offerings are beyond our control.
Maintaining and enhancing our GoodRx brand and the branding and image of our various offerings, such as GoodRx
Care, is critical to our business and our ability to attract new and existing consumers to our platform. We expect that the
promotion of our brand will require us to make substantial investments and as our market becomes more competitive, these
branding initiatives may become increasingly difficult and expensive. We have and may continue to decide to reduce such
investments, which may impact our ability to acquire or retain consumers, or other partners included or otherwise involved
with our platform. The successful promotion of our brand will depend largely on our marketing and public relations efforts. If
we do not successfully maintain and enhance our brand, we could lose consumer traffic, which could, in turn, cause PBMs,
partner pharmacies, pharma manufacturers and others to terminate or reduce the extent of their relationship with us. Our
brand promotion activities may not be successful or may not yield net revenues sufficient to offset this cost, which could
adversely affect our reputation and business.
We are obligated to maintain effective internal control over financial reporting and any failure to maintain effective
internal controls may cause us to not be able to accurately report our financial condition or results of operations,
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which may adversely affect investor confidence in our company and, as a result, the value of our Class A common
stock.
As a public company, we are required, pursuant to Section 404 of The Sarbanes-Oxley Act of 2002, or Section 404, to
furnish a report by management on the effectiveness of our internal control over financial reporting. This assessment
includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
We are also required to comply with, among other requirements, the auditor attestation requirements of Section 404.
Our compliance with Section 404 requires that we incur substantial costs and expend significant management efforts.
We have engaged outside consultants who function in the capacity of an internal audit group, and we plan to continue to hire
additional consultants, accounting and financial staff with appropriate public company experience and technical accounting
knowledge as needed to maintain the system and process documentation necessary to perform the evaluation needed to
comply with Section 404.
We have had material weaknesses in our internal control over financial reporting in the past, and we cannot assure you
that there will not be material weaknesses in our internal control over financial reporting in the future. Any failure to maintain
internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results
of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent
registered public accounting firm determines that we have a material weakness in our internal control over financial
reporting, we may not be able to accurately report our financial condition or results of operations, which could cause
investors to lose confidence in our company, the market price of our Class A common stock could decline, and we could be
subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy future material
weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required
of public companies, could also restrict our future access to the capital markets.
Use of social media, emails and text messages may adversely impact our reputation, subject us to fines or other
penalties or be an ineffective source to market our offerings.
We use social media, emails and text messages as part of our omnichannel approach to marketing and consumer
outreach. Changes to these social networking services’ terms of use or terms of service that limit promotional
communications, restrictions that would limit our ability or our consumers’ ability to send communications through their
services, disruptions or downtime experienced by these social networking services or reductions in the use of or
engagement with social networking services by consumers and potential consumers could also harm our business. As laws
and regulations rapidly evolve to govern the use of these channels, the failure by us, our employees or third parties acting at
our direction to abide by applicable laws and regulations in the use of these channels could adversely affect our reputation
or subject us to fines or other penalties. In addition, our employees or third parties acting at our direction may knowingly or
inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as
the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, consumers or
others. Any such inappropriate use of social media, emails and text messages could also cause reputational damage and
adversely affect our business.
Our consumers may engage with us online through our social media pages, including, for example, our presence on
Facebook, Instagram, X (formerly known as Twitter) and TikTok, by providing feedback and public commentary about all
aspects of our business. Information concerning us or our offerings and brands, whether accurate or not, may be posted on
social media pages at any time and may have a disproportionately adverse impact on our brand, reputation or business. The
harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse
effect on our business, financial condition, results of operations and prospects.
Additionally, we use emails and text messages to communicate with consumers and we collect consumer data,
including email addresses and phone numbers, to further our marketing efforts with such consenting consumers. If we fail to
adequately or accurately collect such data or if our data collection systems are breached, our business, financial condition
and results of operations could be harmed. Further, any failure, or perceived failure, by us, or any third parties processing
such data, to comply with privacy policies or with any federal or state privacy or consumer protection-related laws,
regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which
we may be subject or other legal obligations relating to privacy or consumer protection would adversely affect our reputation,
brand and business, and may result in claims, proceedings or actions against us by governmental entities, consumers,
suppliers or others or other liabilities or may require us to change our operations and/or cease using certain data sets.
We rely on information technology to operate our business and maintain competitiveness, and must adapt to
technological developments or industry trends.
Our ability to attract new consumers and increase revenue from our existing consumers depends in large part on our
ability to enhance and improve our existing offerings, increase adoption and usage of our offerings, and introduce new
features and capabilities. The markets in which we compete are relatively new and subject to rapid technological change,
evolving industry standards, and changing regulations, as well as changing consumer needs, requirements and preferences.
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The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely
basis.
We depend on the use of information technologies and systems. As our operations grow, we must continuously improve
and upgrade our systems and infrastructure while maintaining or improving the reliability and integrity of our infrastructure.
Our future success also depends on our ability to adapt our systems and infrastructure to meet rapidly evolving consumer
trends and demands while continuing to improve the performance, features and reliability of our solutions in response to
competitive services and offerings. The emergence of alternative platforms such as smartphones and tablets and the
emergence of niche competitors who may be able to optimize offerings, services or strategies for such platforms will require
new investment in technology. New developments in other areas, such as cloud computing, artificial intelligence ("AI") and
machine learning, have made it easier for competition to enter our markets due to lower up-front technology costs. In
addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as
quickly as we would like or in a cost-effective manner. There is also no guarantee that we will possess the financial
resources or personnel, for the research, design and development of new applications or services, or that we will be able to
utilize these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance
that technological advances by one or more of our competitors or future competitors will not result in our present or future
applications and services becoming uncompetitive or obsolete. If we were unable to enhance our offerings and platform
capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to
deliver competitive offerings at lower prices, more efficiently, more conveniently or more securely than our offerings, our
business, financial condition and results of operations could be adversely affected.
We depend on our information technology systems, and those of our third-party vendors, contractors and
consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could
materially adversely affect our business, financial condition and results of operations.
We collect and maintain information in digital form that is necessary to conduct our business, and we are increasingly
dependent on information technology systems and infrastructure (“IT Systems”) to operate our business. In the ordinary
course of our business, we collect, store and transmit large amounts of confidential information, including intellectual
property, proprietary business information and personal information. It is critical that we do so in a secure manner to
maintain the confidentiality and integrity of such confidential information. We have established physical, electronic and
organizational measures to safeguard and secure our systems to prevent a data compromise, and rely on commercially
available systems, software, tools, and monitoring to provide security for our IT Systems and the processing, transmission
and storage of digital information. We have also outsourced elements of our IT Systems and data storage systems, and as a
result a number of third-party vendors may or could have access to our confidential information.
Despite the implementation of preventative and detective security controls, such IT Systems are vulnerable to damage
or interruption from a variety of sources, including telecommunications or network failures or interruptions, system
malfunction, natural disasters, malicious human acts, terrorism and war. Such IT Systems, including our servers, are
additionally vulnerable to physical or electronic break-ins, security breaches from inadvertent or intentional actions by our
employees, third-party service providers, contractors, consultants, business partners, and/or other third parties, or from
cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service
attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and
availability of information). As we continue to embrace both hybrid and remote working, we may face increased
cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely,
which may create additional opportunities for cybercriminals to exploit vulnerabilities. We may not be able to anticipate all
types of security threats, and we may not be able to implement preventive measures effective against all such security
threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate
from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates,
terrorist organizations, or hostile foreign governments or agencies. Even if identified, we may be unable to adequately
investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to
circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. In addition, the prevalent use of
mobile devices that access confidential information increases the risk of data security breaches, which could lead to the loss
of confidential information or other intellectual property.
We can provide no assurance that our current IT Systems, or those of the third parties upon which we rely, are fully
protected against cybersecurity threats. We and certain of our service providers from time to time have been and are subject
to cyberattacks and/or security incidents. Additionally, such cyberattacks and security incidents have and may remain
undetected for an extended period of time. Even when a security incident is detected, the full extent of a breach, if any, may
not be determined immediately. The costs to us to mitigate network security problems, bugs, viruses, worms, malicious
software programs and security vulnerabilities could be significant, and while we have implemented security measures to
protect our data security and IT Systems, our efforts to address these problems may not be successful. These problems,
whether related to our IT Systems and/or those of third parties upon which we rely, have resulted in, and may in the future,
result in, unexpected interruptions, delays, cessation of service and other harm to our business. While we do not believe that
we have experienced a significant system failure, accident or security breach to date that has had a material effect on us,
including our operations, business strategy, results of operations or financial condition, if such an event were to occur and
cause sustained material interruptions in our operations, it could result in a material disruption of our offerings to consumers.
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Moreover, we and our third-party vendors collect, store and transmit sensitive data, including health-related information,
personally identifiable information, intellectual property and proprietary business information in the ordinary course of our
business. If a computer security breach affects our systems or results in the unauthorized release of personally identifiable
information, our reputation could be materially damaged. In addition, such breaches have required, and may in the future
require, notification to governmental agencies, the media or individuals pursuant to various federal and state privacy and
security laws, if applicable, including HIPAA as well as regulations promulgated by the FTC and state breach notification
laws. Such breaches and allegations of such breaches expose us to risks of loss and/or litigation and potential liability, which
could materially adversely affect our business, results of operations and financial condition. There can be no assurance that
our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully
complied with or effective in protecting our systems and information.
If our or our third-party vendors’ security measures fail or are breached, it could result in unauthorized access to
confidential and proprietary business information, intellectual property, sensitive consumer data (including health-related
information) or other personally identifiable information of our consumers, employees, partners or contractors, a loss of or
damage to our data, or an inability to access data sources, process data or provide our services. Such failures or breaches
of our or our third-party vendors’ security measures, or our or our third-party vendors’ inability to effectively resolve such
failures or breaches in a timely manner, could severely damage our reputation, adversely impact consumer, partner, or
investor confidence in us, and reduce the demand for our solutions and services. In addition, we could face litigation,
significant damages for contract breach or other breaches of law, significant monetary penalties, or regulatory actions for
violation of applicable laws or regulations, and incur significant costs for remedial measures to prevent future occurrences
and mitigate past violations. The costs related to significant security breaches or disruptions could be material and exceed
the limits of the cybersecurity insurance we maintain against such risks. If the IT Systems of our third-party vendors become
subject to disruptions or security breaches, we may have insufficient recourse against such third parties and we may have to
expend significant resources to mitigate the impact of such an event, and to develop and implement protections to prevent
future events of this nature from occurring. Any disruption or loss to IT Systems on which critical aspects of our operations
depend could have an adverse effect on our business.
We use and may expand our use of AI and machine learning in our business and challenges with properly
managing their use could result in reputational harm, competitive harm and legal liability, and adversely affect our
results of operations.
We use AI and machine learning solutions in, and we may in the future integrate additional AI and/or machine learning
solutions into, our platform, offerings, products and services, and these applications may become important in our
operations over time. Our competitors or other industry participants may incorporate AI and/or machine learning into their
products more quickly or more successfully than us, which could change our market dynamics and could impair our ability to
compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations
that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial
condition, and results of operations may be adversely affected. Generally, the use of AI and machine learning applications
has in the past resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end
users of such applications. Any such cybersecurity incidents related to our use of AI and machine learning applications could
adversely affect our reputation and results of operations. AI and machine learning also present emerging ethical issues and
if our use of AI and/or machine learning becomes controversial, we may experience brand or reputational harm, competitive
harm or legal liability. For example, various parties are leveraging existing laws to advocate for liability based on certain AI-
related actions, including instances of discriminatory, tortious, or other undesired outcomes, and policymakers are adopting
or considering the adoption of additional laws, regulations, or other actions with respect to AI. The rapid evolution of AI and
machine learning, including potential government regulation thereof, could require us to devote significant resources to
develop, test and maintain our implementation of such technology in order to minimize unintended, harmful impact.
The regulatory framework for AI technologies is also rapidly evolving as many federal, state and foreign government
bodies and agencies have introduced or are currently considering additional laws and regulations. Existing laws and
regulations may be interpreted in ways that would affect the operation of our AI technologies. As a result, implementation
standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine
the impact future laws, regulations, standards, or market perception of their requirements may have on our business and
may not always be able to anticipate how to respond to these laws or regulations.
Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI technologies, and
new laws regulating AI technologies are expected to enter into force in the United States in 2025. The Trump administration
has rescinded an executive order relating to the safe and secure development of AI Technologies that was previously
implemented by the Biden administration. The Trump administration then issued a new executive order that, among other
things, requires certain agencies to develop and submit to the president action plans to “sustain and enhance America’s
global AI dominance,” and to specifically review and, if possible, rescind rule-making taken pursuant to the rescinded Biden
executive order. Thus, the Trump administration may continue to rescind other existing federal orders and/or administrative
policies relating to AI Technologies, or may implement new executive orders and/or other rule making relating to AI
Technologies in the future. Any such changes at the federal level could require us to expend significant resources to modify
our products, services, or operations to ensure compliance or remain competitive. Agencies such as the Department of
Commerce and the FTC have issued proposed rules governing the use and development of AI technologies. Legislation
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related to AI technologies has also been introduced at the federal level and is advancing at the state level. For example, on
March 13, 2024, Utah passed the Utah AI Policy Act, which took effect in May 2024, imposing certain disclosure
requirements on the use of AI, and on May 17, 2024, Colorado enacted the Colorado AI Act, which will take effect in
February 2026. Further, the California Privacy Protection Agency is currently in the process of finalizing regulations under
the CCPA regarding the use of automated decision-making. Such additional regulations may impact our ability to develop,
use and commercialize AI technologies in the future.
It is possible that further new laws and regulations will be adopted in the United States, or that existing laws and
regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI
technologies for our business, or require us to change the way we use AI technologies in a manner that negatively affects
the performance of our business and the way in which we use AI technologies. We may need to expend resources to adjust
our operations in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions. Further, the
cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and
would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI
technologies). Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws
and regulations, could adversely affect our business, financial condition and results of operations.
Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to
comply with these laws and regulations could substantially harm our business and results of operations.
We are subject to general business regulations and laws specifically governing the internet and e-commerce.
Furthermore, the regulatory landscape impacting these areas is constantly evolving. Existing and future regulations and laws
could impede the growth of the internet, e-commerce or other online services. These regulations and laws may involve
taxation, tariffs, privacy and data security, anti-spam, data protection, content, copyrights, distribution, electronic contracts,
electronic communications, money laundering, electronic payments and consumer protection. It is not clear how existing
laws and regulations governing issues such as property ownership, sales and other taxes, libel and personal privacy apply
to the internet as the vast majority of these laws and regulations were adopted prior to the advent of the internet and do not
contemplate or address the unique issues raised by the internet or e-commerce. It is possible that general business
regulations and laws, or those specifically governing the internet or e-commerce may be interpreted and applied in a manner
that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
We cannot assure you that our practices have complied, comply or will in the future comply with all such laws and
regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to
our reputation, a loss in business, and proceedings or actions against us by governmental entities or others. For example,
recent automatic renewal laws, which require companies to adhere to enhanced disclosure requirements when entering into
automatically renewing contracts with consumers, resulted in class action lawsuits against companies that offer online
products and services on a subscription or recurring basis. These and similar proceedings or actions could hurt our
reputation, force us to spend significant resources in defense of these proceedings, distract our management, increase our
costs of doing business, and cause consumers and paid merchants to decrease their use of our platform, and may result in
the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from the
costs or consequences of non-compliance with any such laws or regulations. In addition, it is possible that governments of
one or more countries may seek to censor content available on our apps and websites or may even attempt to completely
block access to our platform. Adverse legal or regulatory developments could substantially harm our business.
Our business relies on email, mail and other messaging channels and any technical, legal or other restrictions on
the sending of such correspondence or a decrease in consumer willingness to receive such correspondence could
adversely affect our business.
Our business depends in part upon the emailing and mailing of promotional materials, cards with GoodRx codes and
other information to consumers and healthcare providers, and is also significantly dependent on email and other messaging
channels, such as text messages. We distribute pricing information and other promotional materials in the mail, and also
provide emails, mobile alerts and other messages to consumers informing them of the discounted prices available on our
apps and websites. These communications help generate a significant portion of our revenues. Because email, mail and
other messaging channels are important to our business, if we are unable to successfully deliver messages to consumers
through these channels, if there are legal restrictions on delivering such messages to consumers, if consumers do not or
cannot open or otherwise utilize our messages or if consumers reject the receipt of communications referencing particular
prescriptions or conditions, our revenues and profitability would be adversely affected.
Actions taken by third parties that block, impose restrictions on or charge for the delivery of these communications could
also harm our business. For example, from time to time, internet service providers or other third parties may block bulk
communications or otherwise experience difficulties that result in our inability to successfully deliver communications to
consumers. In addition, our use of mail, email and other messaging channels to send communications about our platform or
other matters, including health related topics referencing particular prescriptions or conditions, may result in legal claims
against us, which if successful might limit or prohibit our ability to send such communications.
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We rely on a single third-party service provider for the delivery of substantially all of our mailing communications and
rely on third-party service providers for delivery of emails, text messages and other forms of electronic communication. If we
were unable to use any one of our current service providers, alternate providers are available; however, we believe our
revenue could be impacted for some period as we transition to a new provider, and the new provider may be unable to
provide equivalent or satisfactory services. Any disruption or restriction on the distribution of our communications,
termination or disruption of our relationships with our third-party service providers, particularly our single third-party service
provider for the delivery of mail communications, or any increase in the associated costs, may be beyond our control and
would adversely affect our business.
We face the risk of litigation resulting from unauthorized text messages sent in violation of the Telephone
Consumer Protection Act.
We send short message service (“SMS”) text messages to individuals who are eligible to use our service. The actual or
perceived improper sending of text messages may subject us to potential risks, including liabilities or claims relating to
consumer protection laws. Numerous class action suits under federal and state laws have been filed in recent years against
companies who conduct SMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs. We
have been, and in the future may be subject to such litigation, which could be costly and time-consuming to defend. The
Telephone Consumer Protection Act (TCPA) of 1991, a federal statute that protects consumers from unwanted telephone
calls, faxes and text messages, restricts telemarketing and the use of automated SMS text messages without proper
consent. Federal or state regulatory authorities or private litigants may claim that the notices and disclosures we provide,
form of consents we obtain or our SMS texting practices are not adequate or violate applicable law. This has resulted and
may in the future result in civil claims against us. The scope and interpretation of the laws that are or may be applicable to
the delivery of text messages are continuously evolving and developing. If we do not comply with these laws or regulations
or if we become liable under these laws or regulations, we could face direct liability, could be required to change some
portions of our business model, could face negative publicity and our business, financial condition and results of operations
could be adversely affected. Even an unsuccessful challenge of our SMS texting practices by our consumers, regulatory
authorities or other third parties could result in negative publicity and could require a costly response from and defense by
us.
Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and
consumer protection laws, regulations, standards and other requirements could adversely affect our business,
financial condition and results of operations.
We rely on a variety of marketing techniques, including email and social media marketing and postal mailings, and we
are subject to various laws, regulations and regulatory interpretations that govern such marketing and advertising practices.
A variety of federal and state laws, regulations and regulatory interpretations govern the collection, use, retention, sharing
and security of consumer data, particularly in the context of online advertising, which we rely upon to attract new consumers.
Laws, regulations and regulatory interpretations relating to privacy, data protection, marketing and advertising, and
consumer protection are evolving and subject to potentially differing interpretations, particularly as they involve classes of
data deemed to be sensitive. These requirements may be interpreted and applied in a manner that varies from one
jurisdiction to another and/or may conflict with other law, regulations and regulatory interpretations. As a result, our practices
may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. Any
failure, or perceived failure, by us or any of our third-party partners, data centers, or service providers to comply with privacy
policies or federal or state privacy or consumer protection-related laws, regulations, regulatory interpretations, industry self-
regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject, or
other legal obligations relating to privacy or consumer protection, could adversely affect our reputation, brand and business,
and may result in claims, proceedings or actions against us by governmental entities, consumers, suppliers or others. These
proceedings may result in financial liabilities or may require us to change our operations, including ceasing the use or
sharing of certain data sets, or modifying marketing and other user engagement programs and plans. Any such claims,
proceedings or actions could hurt our reputation, brand and business, force us to incur significant expenses in defense of
such proceedings or actions, distract our management, increase our costs of doing business, result in a loss of consumers,
suppliers, and contracts with PBMs and others and result in the imposition of monetary penalties. We are also contractually
required to indemnify and hold harmless certain third parties from the costs or consequences of non-compliance with any
laws, regulations, regulatory interpretations, or other legal obligations relating to privacy or consumer protection or any
inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business.
Federal and state governmental authorities continue to evaluate the privacy implications inherent in the use of third-
party cross-site behavioral advertising technologies and other methods of online tracking for behavioral advertising and
other purposes. The U.S. federal and state governments have enacted, and may in the future enact legislation, regulations
and regulatory interpretations impacting the ability of companies and individuals to engage in these activities, such as by
regulating the level of consumer notice and consent required before a company can employ cross-site behavioral advertising
technologies or other electronic tracking tools or the use of data gathered with such tools. Additionally, some providers of
consumer devices and web browsers have implemented, or announced plans to implement, limits on behavioral or targeted
advertising and/or means to make it easier for internet users to prevent the placement of cross-site behavioral advertising
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technologies or to block other tracking technologies, which could, if widely adopted, result in the decreased effectiveness or
use of third-party cross-site behavioral advertising technologies and other methods of online tracking, targeting or re-
targeting. The regulation of the use of these cross-site behavioral advertising technologies and other current online tracking
and advertising practices or a loss in our ability to make effective use of services that employ such technologies could
increase our costs of operations and limit our ability to acquire new consumers on cost-effective terms and consequently,
materially and adversely affect our business, financial condition and results of operations.
Certain states have adopted data privacy and security laws and regulations, which govern the privacy, processing and
protection of health-related and other personal information. Such laws and regulations will be subject to interpretation by
various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future
customers and strategic partners. For example, the CCPA requires covered businesses that process the personal
information of California residents to, among other things: (i) provide certain disclosures to California residents regarding the
business’s collection, use, and disclosure of their personal information; (ii) receive and respond to requests from California
residents to access, delete, and correct their personal information, or to opt out of certain disclosures of their personal
information; and (iii) enter into specific contractual provisions with service providers that process California resident personal
information on the business’s behalf. Additional compliance investment and potential business process changes may be
required.
Washington state’s My Health My Data Act (“MHMDA”) was also signed into law in April 2023 and imposes additional
obligations and limitations regarding data. The MHMDA differs from other state privacy laws because of its broad definition
of health information and a broad private right of action. Other states have passed their own data privacy and security laws,
and such laws are also continuing to be proposed at the state and federal level. Other states may be considering similar
laws to the MHMDA. Historically, laws with private rights of action have resulted in numerous class action suits under federal
and state laws resulting in multi-million-dollar settlements to the plaintiffs. We have been, and in the future may be, subject
to such litigation, which could be costly and time-consuming to defend. Private litigants may claim that the notices and
disclosures we provide, form of consents we obtain or our general privacy practices are not adequate or violate applicable
law. This may in the future result in civil claims against us.
Additionally, the interpretations of existing federal and state consumer protection laws relating to online collection, use,
dissemination, and security of health related and other personal information adopted by the FTC state attorneys general,
private plaintiffs, and courts have evolved, and may continue to evolve, over time. Consumer protection and certain state
data privacy laws like the CCPA require us to publish statements that describe how we handle personal information and
choices individuals may have about the way we handle or provide access to their personal information. If such information
that we publish is considered untrue, we may be subject to government claims of unfair or deceptive trade practices, which
could lead to significant liabilities and consequences. Furthermore, the FTC also has authority to initiate enforcement actions
against entities that make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use
of personal health information, fail to implement policies to protect personal health information or engage in other unfair
practices that harm customers or that may violate Section 5(a) of the FTC Act. According to the FTC, violating consumers’
privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts
or practices in or affecting commerce and thus violate Section 5(a) of the FTC Act. It may also violate one or more FTC-
enforced rules. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the
sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available
tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data
that merits stronger safeguards. The FTC and many state Attorneys General also continue to enforce federal and state
consumer protection laws against companies for online collection, use, dissemination and security practices that appear to
be unfair or deceptive. These consumer protection laws are increasingly being applied by the FTC and state Attorneys
General to regulate the collection, use, storage and disclosure of personal or personally identifiable information, through
websites or otherwise, and to regulate the presentation of website content. In February 2023, we reached a negotiated
settlement with the FTC with respect to an investigation of our privacy and security practices which included a monetary
settlement amount of $1.5 million and agreements to effect or maintain, as applicable, certain changes to our business
practices, policies and compliance requirements.
As a result of regulatory enforcement proceedings and inquiries, we have been, and may in the future be, subject to
related litigation, settlements or enforcement actions that have included or could include monetary penalties and/or
compliance requirements that (1) impose significant and material costs, (2) require us to make modifications to our data
practices and our marketing programs, (3) result in negative publicity, or (4) have a negative impact on consumer demand
for our products and services, or on our commercial or industry relationships. Relatedly, there has also been, and may in the
future also be, significant and material resource burdens on us, requirements that certain aspects of our operations to be
overseen by an independent monitor, and/or limitations or the elimination of our ability to use certain targeting marketing
strategies or work with certain third-party vendors. Even an unsuccessful challenge of our privacy practices by our
consumers, regulatory authorities or other third parties could result in negative publicity and could require a costly response
from and defense by us. Any of these events could adversely affect our ability to operate our business and our financial
results.
In addition, HIPAA, which applies to parts of our business, imposes on entities within its jurisdiction, among other things,
certain standards relating to the privacy, security, transmission and breach reporting of individually identifiable health
information. For example, HIPAA imposes privacy, security and breach reporting obligations with respect to individually
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identifiable health information upon “covered entities” (health plans, health care clearinghouses and certain health care
providers) and their respective business associates, individuals or entities that create, receive, maintain or transmit
protected health information in connection with providing a service for or on behalf of a covered entity. HIPAA mandates the
reporting of certain breaches of health information to the U.S. Department of Health and Human Services ("HHS"), affected
individuals and if the breach is large enough, the media. We have experienced such breaches in the past and could be
exposed to a risk of loss or litigation and potential liability, which could materially adversely affect our business, results of
operations and financial condition.
In addition, to the extent we or our other contractors or agents receive or obtain individually identifiable health
information from patients, healthcare professionals, pharmacies, or other individuals or entities, we could be subject to
criminal penalties if we mishandle individually identifiable health information in a manner that is not authorized or permitted
by HIPAA. Claims that we have violated individuals’ privacy rights or breached our contractual obligations, even if we are not
found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our
business.
Though we have wound down vitaCare Prescription Services, Inc.’s ("vitaCare") principal operations, vitaCare's past
activities could be subject to regulation and enforcement by the federal government and the states in which vitaCare
conducted its business, including state licensing of pharmacies and pharmacists.
Although we work to comply with applicable laws, regulations and standards, our contractual obligations and other legal
obligations, these requirements are evolving and may be modified, interpreted and applied in an inconsistent manner from
one jurisdiction to another, and may conflict with one another or other legal obligations with which we must comply. Any
failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third
parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could
result in additional cost and liability to us, damage our reputation, and adversely affect our business and results of
operations.
We may be unable to realize expected benefits from our restructuring and cost reduction efforts and our business
might be adversely affected.
In order to operate more efficiently and control costs, from time to time, we announce restructuring plans and other cost
savings initiatives, which include workforce reductions as well as re-balancing of products and services to align with our
business strategy. These plans are intended to generate, among other things, operating expense savings and improved
margins and profitability. These types of restructuring and cost reduction activities are complex and may result in unintended
consequences and costs, such as unforeseen delays in the implementation of our strategic initiatives, business and
operational disruptions, decreased employee morale, loss of institutional knowledge and expertise, and potential impacts on
financial reporting and the related internal controls. In addition, while positions have been eliminated, certain functions
necessary to our operations remain, and we may be unsuccessful in distributing the duties and obligations of departed
employees among our remaining employees. Any reduction in workforce could also make it difficult for us to pursue, or
prevent us from pursuing, new opportunities and initiatives due to insufficient personnel, or require us to incur additional and
unanticipated costs to hire new personnel to pursue such opportunities or initiatives. If we do not successfully manage our
current initiatives and restructuring activities or any other similar activities that we may undertake in the future, expected
efficiencies and benefits might be delayed or not realized, and our business, financial condition, and results of operations
may be materially adversely affected.
Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.
Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”) if a corporation
undergoes an “ownership change” (generally defined as a change (by value) in its equity ownership by more than 50
percentage points over a rolling three-year period), the corporation’s ability to use its pre-change net operating loss (“NOL”)
carryforwards and other pre-change tax attributes to offset its post-change income may be limited. As of December 31,
2022, we completed a study to assess whether an ownership change under Section 382 of the Code had occurred, or
whether there had been multiple ownership changes since our formation. We determined that a Section 382 ownership
change occurred in 2018, but we also determined that this ownership change did not materially impact our ability to utilize
our NOL carryforwards and certain other tax attributes generated that year. We may have experienced additional ownership
changes since December 31, 2022, and we may also experience ownership changes in the future as a result of subsequent
shifts in our stock ownership. Further, U.S. tax laws limit the time during which NOL carryforwards generated before January
1, 2018 may be applied against future taxes. While NOL carryforwards generated on or after January 1, 2018 are not subject
to expiration, the deductibility of such NOL carryforwards is limited to 80% of our taxable income for taxable years beginning
on or after January 1, 2021. For these reasons, our ability to utilize NOL carryforwards and other tax attributes to reduce
future tax liabilities may be limited.
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We rely on the performance of members of management and highly skilled personnel, and if we are unable to
attract, develop, motivate and retain well-qualified employees, our business could be harmed.
Our ability to maintain our competitive position is largely dependent on the services of our senior management and
other key personnel. In addition, our future success depends on our continuing ability to attract, develop, motivate and retain
highly qualified and skilled employees. Competition for such personnel is extremely intense. To attract and retain such
personnel, we have had to offer, and believe we will need to continue to offer, highly competitive compensation packages.
However, we have experienced and may continue to experience difficulties in hiring and retaining these personnel at
compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we
compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of
employment. We have needed and may in the future need to invest significant amounts of cash and equity to attract and
retain employees and we may not realize sufficient returns on these investments. In addition, the loss of any of our senior
management or other key employees, the failure to successfully transition key roles, or our inability to recruit, develop and
retain qualified personnel could materially and adversely affect our ability to execute our business plan and we may be
unable to find adequate replacements. For instance, in December 2024, our board of directors (our "Board") appointed
Wendy Barnes as our Chief Executive Officer and President as Scott Wagner transitioned from his prior role as our Interim
Chief Executive Officer, and in February 2025 we transitioned our Chief Financial Officer role. Any inability to successfully
transition executive or senior management roles could adversely impact our business.
All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at
any time, and their knowledge of our business and industry would be extremely difficult to replace. If we fail to retain talented
senior management and other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and
motivating existing employees, our business, financial condition and results of operations may be materially adversely
affected.
A pandemic, epidemic or outbreak of an infectious disease in the United States has adversely impacted and could
in the future adversely impact our business.
Any pandemic, endemic or other infectious disease may adversely affect our business, results of operations, and
financial condition by changing the way our consumers access healthcare and utilize our platform, or by causing us to
modify our business practices.
The COVID-19 pandemic dramatically impacted global health and had a sustained impact on the macroeconomic
environment, including by increasing economic uncertainty. Although measures to contain COVID-19 have largely eased,
the lasting effect of the pandemic's business disruption and its continued financial impact depend on factors beyond our
knowledge and control.
While the potential economic impact brought by and the duration of any pandemic, epidemic or outbreak of an infectious
disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and
may continue to result in, significant disruption of global financial markets, reducing our ability to access capital or to do so
on favorable terms, which could in the future negatively affect our liquidity. The impact of any pandemic, epidemic, or
outbreak of an infectious disease on the needs, expectations, and spending patterns of our consumers could impact our
ability to maintain or grow our business and, as a result, our operating and financial results could be adversely affected.
To the extent a pandemic, epidemic or outbreak of an infectious disease, including COVID-19, adversely affects our
business, financial condition and results of operations, it may also have the effect of heightening many of the other risks
described in this Part I, Item 1A, “Risk Factors.”
General economic factors, natural disasters or other unexpected events may adversely affect our business,
financial performance and results of operations.
Although we only operate in the United States, our business, financial performance and results of operations depend in
part on worldwide macroeconomic economic conditions and their impact on consumer spending. Recessionary economic
cycles, changing interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential
real estate and mortgage markets, access to credit, consumer debt levels, tariffs, government spending freezes, unsettled
financial markets and other economic factors that may affect costs of manufacturing prescription medications, consumer
spending or buying habits could materially and adversely affect our customers, our consumers, and demand for our
offerings. Volatility in the financial markets has also had and may continue to have a negative impact on consumer spending
patterns. In addition, negative national or global economic conditions have adversely affected the PBMs, partner pharmacies
and pharma manufacturers we contract with and their associated industry participants, financial performance, liquidity and
access to capital, and may continue to impact them. This may affect their ability to renew contracts with us on the same or
better terms, which could impact the competitiveness of the discounted prices we are able to offer our consumers. All of
these factors may be exacerbated by global financial conditions and other geopolitical factors, which could harm our
business, financial condition and results of operations.
Economic factors such as increased insurance and healthcare costs, commodity prices, tariffs, shipping costs, inflation,
higher costs of labor, and changes in or interpretations of other laws, regulations and taxes may also increase our costs and
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make our offerings less competitive, increase general and administrative expenses, and otherwise adversely affect our
financial condition and results of operations. Additionally, global public health crises, natural disasters, such as earthquakes
and wildfires, and other adverse weather and climate conditions, political crises, such as terrorist attacks, war and other
political instability or other unexpected events, could disrupt our operations, internet or mobile networks or the operations of
PBMs and their pharmacy networks. For example, our corporate headquarters and other facilities are located in California,
which in the past has experienced both severe earthquakes and wildfires. Certain of these events may become more
frequent or intense as a result of climate change or other environmental or social pressures. For more information, see our
risk factor titled “We are subject to a series of risks related to climate change.” If any of these events occurs, our business
could be adversely affected.
We may seek to grow our business through acquisitions of, or investments in, new or complementary businesses,
technologies or products, or through strategic alliances, and the failure to manage these acquisitions, investments
or alliances, or to integrate them with our existing business, could have a material adverse effect on us.
We have completed a number of strategic acquisitions in the past and may in the future consider opportunities to
acquire or make investments in new or complementary businesses, technologies, offerings, or products, or enter into
strategic alliances, that may enhance our capabilities, expand our pharmacy or PBM networks and healthcare platform in
general, complement our current offerings or expand the breadth of our markets. For example, in January 2025, we acquired
substantially all of the assets and assembled workforce of the prescription savings business of Vivid Clear Rx, Inc. Our
ability to successfully grow through these types of strategic transactions depends upon our ability to identify, negotiate,
complete and integrate suitable target businesses, technologies and products and to obtain any necessary financing, and is
subject to numerous risks, including:
•failure to identify acquisition, investment or other strategic alliance opportunities that we deem suitable or
available on favorable terms;
•problems integrating the acquired business, technologies or products, including issues maintaining uniform
standards, procedures, controls and policies;
•unanticipated costs associated with acquisitions, investments or strategic alliances;
•adverse impacts on our overall margins;
•diversion of management’s attention from our existing business;
•adverse effects on existing business relationships with consumers, pharmacies, PBMs and pharma
manufacturers;
•risks associated with entering new markets in which we may have limited or no experience;
•potential loss of key employees of acquired businesses; and
•increased legal and accounting compliance costs.
In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill
and other intangible assets. In the future, if our acquisitions do not yield expected returns, we may be required to take
impairment charges to our results of operations based on our impairment assessment process, which could harm our results
of operations.
If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any acquired
businesses, technologies and products effectively, our business, financial condition and results of operations could be
materially and adversely affected. Also, while we employ several different methodologies to assess potential business
opportunities, the new businesses may not meet or exceed our expectations.
Restrictions in our debt arrangements could adversely affect our operating flexibility, and failure to comply with
any of these restrictions could result in acceleration of our debt.
As of December 31, 2024, we had $500.0 million of principal amounts outstanding under a term loan that requires
quarterly principal payments beginning with the quarter ended March 31, 2025, with any remaining unpaid principal and any
accrued and unpaid interest due upon maturity in July 2029. We also have a revolving credit facility and as of December 31,
2024, we had no borrowings outstanding under our revolving credit facility (see Note 12 to our audited consolidated financial
statements included elsewhere in this Annual Report on Form 10-K for additional information). Our current and additional
debt arrangements that we expect to enter into in the future may limit our ability to, among other things:
•incur or guarantee additional debt;
•pay dividends and make other restricted payments;
•make certain investments and acquisitions;
•incur certain liens or permit them to exist;
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•consolidate, merge or otherwise transfer, sell or dispose of all or substantially all of our assets;
•enter into certain types of restrictive agreements; and
•enter into certain types of transactions with affiliates.
We are also required to comply with certain financial ratios set forth in our existing debt arrangements. Certain
provisions in our current and future debt arrangements may affect our ability to obtain future financing and to pursue
attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. As a
result, restrictions in our current and future debt arrangements could adversely affect our business, financial condition and
results of operations. In addition, a failure to comply with the provisions of our current and future debt arrangements could
result in a default or an event of default that could enable our lenders to declare the outstanding principal of that debt,
together with accrued and unpaid interest, to be immediately due and payable. If we were unable to repay those amounts,
the lenders under our existing and any other future secured debt agreements could proceed against the collateral granted to
them to secure that indebtedness.
We have pledged substantially all of our subsidiaries’ assets, including, among other things, equity interests of GoodRx,
Inc. and its subsidiaries, as collateral under our existing debt arrangements. If the payment of outstanding amounts under
our existing debt arrangement is accelerated, our assets may be insufficient to repay such amounts in full, and our common
stockholders could experience a partial or total loss of their investment.
Our business depends on network and mobile infrastructure and our ability to maintain and scale our technology.
Any significant interruptions or delays in service on our apps or websites or any undetected errors or design faults
could result in limited capacity, reduced demand, processing delays and loss of consumers.
A key element of our strategy is to generate a significant number of visitors to, and their use of, our apps and websites.
Our reputation and ability to acquire, retain and serve our consumers are dependent upon the reliable performance of our
apps and websites and the underlying network infrastructure. As our base of consumers and the amount of information
shared on our apps and websites continue to grow, we will need an increasing amount of network capacity and computing
power. We have spent and expect to continue to spend substantial amounts on computing, including cloud computing and
the related infrastructure, to handle the traffic on our apps and websites. The operation of these systems is complex and
could result in operational failures. In the event that the traffic of our consumers exceeds the capacity of our current network
infrastructure or in the event that our base of consumers or the amount of traffic on our apps and websites grows more
quickly than anticipated, we may be required to incur significant additional costs to enhance the underlying network
infrastructure. Interruptions or delays in these systems, whether due to system failures, computer viruses, physical or
electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or
availability of our apps and websites and prevent our consumers from accessing our apps and websites. If sustained or
repeated, these performance issues could reduce the attractiveness of our offerings. In addition, the costs and complexities
involved in expanding and upgrading our systems may prevent us from doing so in a timely manner and may prevent us
from adequately meeting the demand placed on our systems. Any internet or mobile platform interruption or inadequacy that
causes performance issues or interruptions in the availability of our apps or websites could reduce consumer satisfaction
and result in a reduction in the number of consumers using our offerings.
We depend on the development and maintenance of the internet and mobile infrastructure. This includes maintenance
of reliable internet and mobile infrastructure with the necessary speed, data capacity and security, as well as timely
development of complementary offerings, for providing reliable internet and mobile access. Our business, financial condition
and results of operations could be materially and adversely affected if for any reason the reliability of our internet and mobile
infrastructure is compromised.
We currently rely upon third-party data storage providers, including cloud storage solution providers, such as Amazon
Web Services and some specific uses of Google Cloud Platform. Nearly all of our data storage and analytics are conducted
on, and the data and content we create associated with sales on our apps and websites are processed through servers
hosted by these providers, particularly Amazon Web Services. We also rely on email service providers, bandwidth providers,
internet service providers and mobile networks to deliver email and “push” communications to consumers and to allow
consumers to access our websites. If our third-party vendors are unable or unwilling to provide the services necessary to
support our business, or if our agreements with such vendors are terminated, our operations could be significantly disrupted.
Some of our vendor agreements may be unilaterally terminated by the licensor for convenience, including with respect to
services provided by Google, and if such agreements are terminated, we may not be able to enter into similar relationships
in the future on reasonable terms or at all.
Any damage to, or failure of, our systems or the systems of our third-party data centers or our other third-party providers
could result in interruptions to the availability or functionality of our apps and websites. As a result, we could lose consumer
data and miss opportunities to acquire and retain consumers, which could result in decreased revenue. If for any reason our
arrangements with our data centers or third-party providers are terminated or interrupted, such termination or interruption
could adversely affect our business, financial condition and results of operations. We exercise little control over these
providers, which increases our vulnerability to problems with the services they provide. We could experience additional
expense in arranging new facilities, technology, services and support. In addition, the failure of our third-party data centers
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or any other third-party providers to meet our capacity requirements could result in interruption in the availability or
functionality of our apps and websites.
The satisfactory performance, reliability and availability of our apps, websites, transaction processing systems and
technology infrastructure are critical to our reputation and our ability to acquire and retain consumers, as well as to maintain
adequate consumer service levels. Our revenue depends in part on the number of consumers that visit and use our apps
and websites in fulfilling their healthcare needs. Unavailability of our apps or websites could materially and adversely affect
consumer perception of our brand. Any slowdown or failure of our apps, websites or the underlying technology infrastructure
could harm our business, reputation and our ability to acquire, retain and serve our consumers.
The occurrence of a natural disaster, power loss, telecommunications failure, data loss, computer virus, an act of
terrorism, cyberattack, vandalism or sabotage, act of war or any similar event, or a decision to close our third-party data
centers on which we normally operate or the facilities of any other third-party provider without adequate notice or other
unanticipated problems at these facilities could result in lengthy interruptions in the availability of our apps and websites.
Certain of these events may become more frequent or intense as a result of climate change or other environmental or social
pressures. For more information, see our risk factor titled “We are subject to a series of risks related to climate change.”
Cloud computing, in particular, is dependent upon having access to an internet connection in order to retrieve data. If a
natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an internet connection,
we may experience a slowdown or delay in our operations. While we have some limited disaster recovery arrangements in
place, our preparations may not be adequate to account for disasters or similar events that may occur in the future and may
not effectively permit us to continue operating in the event of any problems with respect to our systems or those of our third-
party data centers or any other third-party facilities. Our disaster recovery and data redundancy plans may be inadequate,
and our business interruption insurance may not be sufficient to compensate us for the losses that could occur. If any such
event were to occur to our business, our operations could be impaired and our business, financial condition and results of
operations may be materially and adversely affected.
We rely on third-party platforms such as the Apple App Store and Google Play App Store, to distribute our platform
and offerings.
Our apps are accessed and operate through third-party platforms or marketplaces, including the Apple App Store and
Google Play App Store, which also serve as significant online distribution platforms for our apps. As a result, the expansion
and prospects of our business and our apps depend on our continued relationships with these providers and any other
emerging platform providers that are widely adopted by consumers. We are subject to the standard terms and conditions
that these providers have for application developers, which govern the content, promotion, distribution and operation of apps
on their platforms or marketplaces, and which the providers can change unilaterally on short or no notice. Our business
would be harmed if the providers discontinue or limit our access to their platforms or marketplaces; the platforms or
marketplaces decline in popularity; the platforms modify their algorithms, communication channels available to developers,
respective terms of service or other policies, including fees; the providers adopt changes or updates to their technology that
impede integration with other software systems or otherwise require us to modify our technology or update our apps in order
to ensure that consumers can continue to access and use our GoodRx codes and pricing information.
If alternative providers increase in popularity, we could be adversely impacted if we fail to create compatible versions of
our apps in a timely manner, or if we fail to establish a relationship with such alternative providers. Likewise, if our current
providers alter their operating platforms, we could be adversely impacted as our offerings may not be compatible with the
altered platforms or may require significant and costly modifications in order to become compatible. If our providers do not
perform their obligations in accordance with our platform agreements, we could be adversely impacted.
In the past, some of these platforms or marketplaces have been unavailable for short periods of time. If this or a similar
event were to occur on a short- or long-term basis, or if these platforms or marketplaces otherwise experience issues that
impact the ability of consumers to download or access our apps and other information, it could have a material adverse
effect on our brand and reputation, as well as our business, financial condition and operating results.
We rely on software-as-a-service (“SaaS”) technologies from third parties.
We rely on SaaS technologies from third parties in order to operate critical functions of our business, including financial
management services, relationship management services, marketing services and data storage services. For example, we
rely on Amazon Web Services for a substantial portion of our computing and storage capacity. We also rely on Google for
storage capacity and advertising services, and Google may update the terms of its services unilaterally by providing
advance notice and posting changed terms on its website. In addition, Google may terminate certain agreements with us
immediately upon notice. Certain of our other vendor agreements may be unilaterally terminated by the counterparty for
convenience. If these services become unavailable due to contract cancellations, extended outages or interruptions or
because they are no longer available on commercially reasonable terms or prices, or for any other reason, our expenses
could increase, our ability to manage our finances could be interrupted, our processes for managing our offerings and
supporting our consumers and partners could be impaired and our ability to access or save data stored to the cloud may be
impaired until equivalent services, if available, are identified, obtained and implemented, all of which could harm our
business, financial condition, and results of operations.
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We depend on our relationships with third parties and would be adversely impacted by system failures or other
disruptions in the operations of these parties.
We use and rely on services from third parties, such as our telecommunications services and telehealth services, and
those services may be subject to outages and interruptions that are not within our control. Failures by our
telecommunications providers may interrupt our ability to provide phone support to our consumers and distributed denial of
service attacks directed at our telecommunication service providers could prevent consumers from accessing our websites.
In addition, we have in the past and may in the future experience down periods where our third-party credit card processors
are unable to process the payments of our consumers, disrupting our ability to process or receive revenue from our
subscription offerings. Disruptions to our telehealth offering, consumer support, website and credit card processing services
could lead to consumer dissatisfaction, which would adversely affect our business, financial condition and results of
operations.
Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking
technologies and other privacy matters could have a material adverse effect on our ability to generate revenues
and could adversely affect our ability to collect proprietary data on consumer behavior.
Consumers may become increasingly resistant to the collection, use and sharing of information online, including
information used to deliver and optimize advertising, and take steps to prevent such collection, use and sharing of
information. For example, consumer complaints and/or lawsuits regarding online advertising or the use of cookies or other
tracking technologies in general and our practices specifically could adversely impact our business.
Consumers can currently opt out of the placement or use of most cookies for online advertising purposes by either
deleting or disabling cookies on their browsers, visiting websites that allow consumers to place an opt-out cookie on their
browsers, which instructs participating entities not to use certain data about consumers’ online activity for the delivery of
targeted advertising, or by downloading browser plug-ins and other tools that can be set to: identify cookies and other
tracking technologies used on websites; prevent websites from placing third-party cookies and other tracking technologies
on the consumer’s browser; or block the delivery of online advertisements on apps and websites.
Various software tools and applications have been developed that can block advertisements from a consumer’s screen
or allow consumers to shift the location in which advertising appears on webpages or opt out of display, search and internet-
based advertising entirely. In particular, Apple’s mobile operating system permits these technologies to work in its mobile
Safari browser. In addition, changes in device and software features could make it easier for internet users to prevent the
placement of cookies or to block other tracking technologies. In particular, the default settings of consumer devices and
software may be set to prevent the placement of cookies unless the user actively elects to allow them. Various industry
participants have worked to develop and finalize standards relating to a mechanism in which consumers choose whether to
allow the tracking of their online search and browsing activities, and such standards may be implemented and adopted by
industry participants at any time.
We currently use cookies, pixel tags and similar technologies from third-party advertising technology providers to
provide and optimize our advertising. If consumer sentiment regarding privacy issues or the development and deployment of
new browser solutions or other Do Not Track mechanisms result in a material increase in the number of consumers who
choose to opt out or block cookies and other tracking technologies or who are otherwise using browsers where they need to,
and fail to, allow the browser to accept cookies, or otherwise result in cookies or other tracking technologies not functioning
properly, our ability to advertise effectively and conduct our business, and our results of operations and financial condition
would be adversely affected.
We are subject to a series of risks related to climate change.
There are inherent climate-related risks wherever business is conducted. Certain of the facilities we rely on, including
but not limited to offices and network infrastructure, are located in areas that have experienced, and are projected to
continue to experience, various meteorological phenomena (such as drought, heatwaves, wildfire, storms, and flooding,
among others) or other catastrophic events that may disrupt our or our suppliers’ operations, require us to incur additional
operating or capital expenditures, or otherwise adversely impact our business, financial condition, or results of operations.
Climate change may increase the frequency and/or intensity of such events or contribute to various chronic changes in
meteorological and hydrological patterns. For example, in certain areas, there has been an increase in power shutoffs
associated with wildfire prevention. While we may take various actions to mitigate our business risks associated with climate
change, this may require us to incur substantial costs and may not be successful, due to, among other things, the
uncertainty associated with the longer-term projections associated with managing climate risk.
Additionally, we expect to be subject to increased regulations, reporting requirements, standards or expectations
regarding the environmental impacts of our business. For example, various regulators, including the SEC and the State of
California, have adopted or are considering adopting requirements to provide significantly expanded climate-related
disclosures which we anticipate will require us to incur significant costs related to compliance and impose increased
oversight obligations on our management and Board. Such requirements are not uniform across jurisdictions, which can
increase the complexity and cost of compliance, and increase the risk of enforcement or litigation relating to our disclosures.
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The expectations of various stakeholders, including customers and employees, regarding such matters likewise continues to
evolve. For more information, see our risk factor titled “The increasing focus on ESG initiatives could increase our costs,
harm our reputation and adversely impact our financial results.” Changing market dynamics, global and domestic policy
developments, and the increasing frequency and impact of meteorological phenomena have the potential to disrupt our
business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or
results of operations.
The increasing focus on ESG initiatives could increase our costs, harm our reputation and adversely impact our
financial results.
There has been increasing public focus by various stakeholders, including but not limited to investors, environmental
activists, the media and governmental and nongovernmental organizations, on a variety of ESG and other sustainability
matters. Such increased scrutiny may result in increased costs, changes in demands for certain products, enhanced
compliance or disclosure obligations, or other adverse impacts on our business, financial condition, or results of operations.
From time to time, we may engage in voluntary initiatives (such as policies, practices, or disclosures) regarding ESG
matters. However, such initiatives can be costly, face unforeseen complications, and may not ultimately have the desired
results. For example, identification, assessment, management, and disclosure of such matters is complex and can require
substantial discretion. As with other companies, our approach to ESG practices and disclosures is likely to evolve, and we
cannot guarantee that our approach will align with the preferences or interpretations of any particular stakeholder. Failure to
satisfy such evolving expectations may have various adverse impacts on our business, including reputational damage and/
or legal action, which we cannot always predict.
Furthermore, certain market participants, including major institutional investors and capital providers, use third-party
benchmarks or scores to measure our ESG practices in making investment or voting decisions. Unfavorable ESG ratings
could adversely impact investor sentiment towards us or our industry, which could negatively impact our share price as well
as our access to and cost of capital. To the extent ESG matters negatively impact our reputation, it may also impede our
ability to compete as effectively to attract and retain employees, customers, or business partners, which may adversely
impact our operations.
We experience pressure to make commitments relating to sustainability matters that affect us, including the design and
implementation of specific risk mitigation strategic initiatives relating to sustainability and we may not agree that such
initiatives will be appropriate for our business, whether due to costs or other concerns. Simultaneously, certain other parties
are seeking to reduce companies’ efforts on ESG matters. Both advocates and opponents to certain ESG matters are
increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.
To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.
Moreover, such competing expectations increase the complexity of us navigating various ESG risks, and we may not do so
successfully, either now or as such expectations continue to evolve, which may result in various adverse impacts to our
brand, operations, stakeholder relations, or other aspects of our business. As ESG best practices, reporting standards and
regulatory requirements continue to develop, we may incur increasing costs to comply and/or respond. Such ESG matters
may also impact our suppliers, business partners customers, or other stakeholders, which may compound or cause new
impacts on our business, financial condition, or results of operations.
Risks Related to Intellectual Property
We may be unable to establish, maintain, protect and enforce our intellectual property and proprietary rights or
prevent third parties from making unauthorized use of our technology.
Our business depends on proprietary technology and content, including software, processes, databases, confidential
information and know-how, the protection of which is crucial to the success of our business. We rely on a combination of
trademark, patent, copyright, domain name and trade secret-protection laws, in addition to confidentiality agreements and
other practices to protect our brands, proprietary information, technologies and processes.
Our most material trademark asset is the registered trademark “GoodRx.” Our trademarks are valuable assets that
support our brand and consumers’ perception of our offerings. We also hold the rights to the “goodrx.com” internet domain
name, which are subject to internet regulatory bodies and trademark and other related laws of each applicable jurisdiction. If
we are unable to protect our trademarks or domain names in the United States or in other jurisdictions in which we may
ultimately operate, our brand recognition and reputation would suffer, we would incur significant re-branding expenses and
our operating results could be adversely impacted. From time to time, we also file patent applications in the U.S. covering
certain of our technology, including technology that we believe is critical to our business, and acquire patent assets to
supplement our portfolio. For example, one of our issued patents relates to our ability to combine prices from multiple PBMs
together in a single consumer interface. Our issued patents begin expiring in 2034, excluding any patent term adjustment.
Our issued patents and those that may be issued in the future may not provide us with competitive advantages, may be of
limited territorial reach and may be held invalid or unenforceable if successfully challenged by third parties, and our patent
applications may never be issued. Even if issued, there can be no assurance that these patents will adequately protect our
intellectual property or survive a legal challenge, as the legal standards relating to the validity, enforceability and scope of
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protection of patent and other intellectual property rights are uncertain. Our limited patent protection may restrict our ability
to protect our technologies and processes from competition. It is also possible that third parties, including our competitors,
may obtain patents relating to technologies that overlap or compete with our technology. If third parties obtain patent
protection with respect to such technologies, they may assert that our technology infringes their patents and seek to charge
us a licensing fee or otherwise preclude the use of our technology.
In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and
protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our
trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and
distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our
efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the
validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against
unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could
delay the introduction and implementation of new technologies, result in our substituting inferior or more costly technologies
into our software or injure our reputation. We will not be able to protect our intellectual property if we are unable to enforce
our rights or if we do not detect unauthorized use of our intellectual property. Moreover, policing unauthorized use of our
technologies, trade secrets and intellectual property may be difficult, expensive and time-consuming, particularly in foreign
countries where the laws may not be as protective of intellectual property rights as those in the United States and where
mechanisms for enforcement of intellectual property rights may be weak. If we fail to meaningfully establish, maintain,
protect and enforce our intellectual property and proprietary rights, our business, financial condition and results of operations
could be adversely affected.
We may be sued by third parties for infringement, misappropriation, dilution or other violation of their intellectual
property or proprietary rights.
Internet, advertising and e-commerce companies frequently are subject to litigation based on allegations of
infringement, misappropriation, dilution or other violations of intellectual property rights. Some internet, advertising and e-
commerce companies, including some of our competitors, as well as non-practicing entities, own large numbers of patents,
copyrights, trademarks and trade secrets, which they may use to assert claims against us.
Third parties have asserted, and may in the future assert, that we have infringed, misappropriated or otherwise violated
their intellectual property rights.
For instance, the use of our technology to provide our offerings could be challenged by claims that such use infringes,
dilutes, misappropriates or otherwise violates the intellectual property rights of a third party. In addition, we may in the future
be exposed to claims that content published or made available through our apps or websites violates third-party intellectual
property rights.
As we face increasing competition and as a public company, the possibility of intellectual property rights claims against
us grows. Such claims and litigation may involve patent holding companies or other adverse intellectual property rights
holders who have no relevant product revenue, and therefore our own pending patents and other intellectual property rights
may provide little or no deterrence to these rights holders in bringing intellectual property rights claims against us. There
may be intellectual property rights held by others, including issued or pending patents and trademarks, that cover significant
aspects of our technologies, content, branding or business methods, and we cannot assure that we are not infringing or
violating, and have not violated or infringed, any third-party intellectual property rights or that we will not be held to have
done so or be accused of doing so in the future. We expect that we may receive in the future notices that claim we or our
partners, or clients using our solutions and services, have misappropriated or misused other parties’ intellectual property
rights, particularly as the number of competitors in our market grows and the functionality of applications amongst
competitors overlaps.
Any claim that we have violated intellectual property or other proprietary rights of third parties, with or without merit, and
whether or not it results in litigation, is settled out of court or is determined in our favor, could be time-consuming and costly
to address and resolve, and could divert the time and attention of management and technical personnel from our business.
Furthermore, an adverse outcome of a dispute may result in an injunction and could require us to pay substantial monetary
damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual
property rights. Any settlement or adverse judgment resulting from such a claim could require us to enter into a licensing
agreement to continue using the technology, content or other intellectual property that is the subject of the claim; restrict or
prohibit our use of such technology, content or other intellectual property; require us to expend significant resources to
redesign our technology or solutions; and require us to indemnify third parties. Royalty or licensing agreements, if required
or desirable, may be unavailable on terms acceptable to us, or at all, and may require significant royalty payments and other
expenditures. We may also be required to develop alternative non-infringing technology, which could require significant time
and expense. There also can be no assurance that we would be able to develop or license suitable alternative technology,
content or other intellectual property to permit us to continue offering the affected technology, content or services to our
partners. If we cannot develop or license technology for any allegedly infringing aspect of our business, we will be forced to
limit our service and may be unable to compete effectively. Any of these events could materially harm our business, financial
condition and results of operations.
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Failure to maintain, protect or enforce our intellectual property rights could harm our business and results of
operations.
We pursue the registration of our patentable technology, domain names, trademarks and service marks in the United
States. We also strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as
contractual restrictions. We typically enter into confidentiality and invention assignment agreements with our employees and
contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and
disclosure and use of, our proprietary information. However, we may not be successful in executing these agreements with
every party who has access to our confidential information or contributes to the development of our technology or intellectual
property rights. Those agreements that we do execute may be breached, and we may not have adequate remedies for any
such breach. These contractual arrangements and the other steps we have taken to protect our intellectual property rights
may not prevent the misappropriation or disclosure of our proprietary information nor deter independent development of
similar technology or intellectual property by others.
Effective trade secret, patent, copyright, trademark and domain name protection is expensive to obtain, develop and
maintain, both in terms of initial and ongoing registration or prosecution requirements and expenses and the costs of
defending our rights. We may, over time, increase our investment in protecting our intellectual property through additional
patent filings that could be expensive and time-consuming. We do not know whether any of our pending patent applications
will result in the issuance of additional patents or whether the examination process will require us to narrow our claims or we
may otherwise be unable to obtain patent protection for the technology covered in our pending patent applications. Our
patents, trademarks and other intellectual property rights may be challenged by others or invalidated through administrative
process or litigation. Moreover, any issued patents may not provide us with a competitive advantage and, as with any
technology, competitors may be able to develop similar or superior technologies to our own, now or in the future. In addition,
due to a recent U.S. Supreme Court case, it has become increasingly difficult to obtain and assert patents relating to
software or business methods, as many such patents have been invalidated for being too abstract to constitute patent-
eligible subject matter. We do not know whether this will affect our ability to obtain new patents on our innovations, or
successfully assert our patents in litigation or pre-litigation campaigns.
Monitoring unauthorized use of the content on our apps and websites, and our other intellectual property and
technology, is difficult and costly. Our efforts to protect our proprietary rights and intellectual property may not have been and
may not be adequate to prevent their misappropriation or misuse. Third parties, including our competitors, could be
infringing, misappropriating or otherwise violating our intellectual property rights. Third parties from time to time copy content
or other intellectual property or technology from our solutions without authorization and seek to use it for their own benefit.
We generally seek to address such unauthorized copying or use, but we have not always been successful in stopping all
unauthorized use of our content or other intellectual property or technology, and may not be successful in doing so in the
future. Further, we may not have been and may not be able to detect unauthorized use of our technology or intellectual
property, or to take appropriate steps to enforce our intellectual property rights. Any inability to meaningfully enforce our
intellectual property rights could harm our ability to compete and reduce demand for our solutions and services. Our
competitors may also independently develop similar technology. Effective patent, trademark, copyright and trade secret
protection may not be available to us in every jurisdiction in which our solutions or technology are hosted or available.
Further, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are
uncertain. The laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us
and our intellectual property. Our failure to meaningfully protect our intellectual property rights could result in competitors
offering solutions that incorporate our most technologically advanced features, which could reduce demand for our solutions.
We may find it necessary or appropriate to initiate claims or litigation to enforce our intellectual property rights, protect
our trade secrets or determine the validity and scope of intellectual property rights claimed by others. In any lawsuit we bring
to enforce our intellectual property rights, a court may refuse to stop the other party from using the technology at issue on
grounds that our intellectual property rights do not cover the use or technology in question. Further, in such proceedings, the
defendant could counterclaim that our intellectual property is invalid or unenforceable and the court may agree, in which
case we could lose valuable intellectual property rights. Litigation is inherently uncertain and any litigation of this nature,
regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any
of which could adversely affect our business and results of operations. If we fail to maintain, protect and enforce our
intellectual property, our business and results of operations may be harmed.
We may be unable to continue the use of our trademarks, trade names or domain names, or prevent third parties
from acquiring and using trademarks, trade names and domain names that infringe on, are similar to, or otherwise
decrease the value of our brands, trademarks or service marks.
The registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented,
declared generic, lapsed or determined to be infringing on or dilutive of other marks. We may not be able to protect our
rights in these trademarks and trade names, which we need in order to build name recognition with potential consumers and
partners. In addition, third parties have filed, and may in the future file, for registration of trademarks similar or identical to
our trademarks, which, if obtained, may impede our ability to build brand identity and possibly lead to market confusion. If
they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging
such third-party rights, we may not be able to use these trademarks to develop brand recognition of our technologies,
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solutions or services. In addition, there could be potential trade name or trademark infringement claims brought by owners of
other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade
names. If we are unable to establish or protect our trademarks and trade names, or if we are unable to build name
recognition based on our trademarks and trade names, we may not be able to compete effectively, which could harm our
competitive position, business, financial condition, results of operations and prospects.
We have registered domain names for our websites that we use in our business. If we lose the ability to use a domain
name, whether due to trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to
market our solutions under a new domain name, which could cause us substantial harm, or to incur significant expense in
order to purchase rights to the domain name in question. In addition, our competitors and others could attempt to capitalize
on our brand recognition by using domain names similar to ours. Domain names similar to ours have been registered in the
United States and elsewhere. We may be unable to prevent third parties from acquiring and using domain names that
infringe on, are similar to, or otherwise decrease the value of our brands, trademarks or service marks. Protecting and
enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of
management’s attention.
ICANN (the Internet Corporation for Assigned Names and Numbers), the international authority over top-level domain
names, has been increasing the number of generic top-level domains (“TLDs”). This may allow companies or individuals to
create new web addresses that appear to the right of the “dot” in a web address, beyond such long-standing TLDs as
“.com,” “.org” and “.gov.” ICANN may also add additional TLDs in the future. As a result, we may be unable to maintain
exclusive rights to all potentially relevant or desirable domain names in the United States, which may harm our business.
Furthermore, attempts may be made by third parties to register our trademarks as new TLDs or as domain names within
new TLDs, and we may be required to enforce our rights against such registration attempts, which could result in significant
expense and the diversion of management’s attention.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be
harmed.
We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology, and
other proprietary information, including our technology platform, and to maintain our competitive position. With respect to our
technology platform, we consider trade secrets and know-how to be one of our primary sources of intellectual property.
However, trade secrets and know-how can be difficult to protect. We seek to protect these trade secrets and other
proprietary technology, in part, by entering into non-disclosure and confidentiality agreements with parties who have access
to them, such as our employees, corporate collaborators, outside contractors, consultants, advisors, and other third parties.
We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants. The
confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses
containing invention assignment, to grant us ownership of technologies that are developed through a relationship with
employees or third parties. We cannot guarantee that we have entered into such agreements with each party that may have
or have had access to our trade secrets or proprietary information, including our technology and processes. Despite these
efforts, no assurance can be given that the confidentiality agreements we enter into will be effective in controlling access to
such proprietary information and trade secrets. The confidentiality agreements on which we rely to protect certain
technologies may be breached, may not be adequate to protect our confidential information, trade secrets and proprietary
technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential
information, trade secrets or proprietary technology. Further, these agreements do not prevent our competitors or others
from independently developing the same or similar technologies and processes, which may allow them to provide a service
similar or superior to ours, which could harm our competitive position.
Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-
consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing
or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a
competitor or other third party, we would have no right to prevent them from using that technology or information to compete
with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, it
could harm our competitive position, business, financial condition, results of operations and prospects.
Issued patents covering our offerings could be found invalid or unenforceable if challenged.
The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Some of our patents or
patent applications (including licensed patents) have been, are being or may be challenged at a future point in time in
opposition, derivation, reexamination, inter partes review (“IPR”), post-grant review or interference. Any successful third-
party challenge to our patents in this or any other proceeding could result in the unenforceability or invalidity of such patents,
which may lead to increased competition to our business, which could harm our business. In addition, if the breadth or
strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could
dissuade companies from collaborating with us to license, develop or commercialize current or future offering candidates.
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We utilize open source software, which may pose particular risks to our proprietary software and solutions.
We use open source software in our solutions and will use open source software in the future. Companies that
incorporate open source software into their solutions have, from time to time, faced claims challenging the use of open
source software and compliance with open source license terms. Some licenses governing the use of open source software
contain requirements that we make available source code for modifications or derivative works we create based upon the
open source software, and that we license such modifications or derivative works under the terms of a particular open
source license or other license granting third parties certain rights of further use. By the terms of certain open source
licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software
available under open source licenses to third parties at no cost, if we combine our proprietary software with open source
software in certain manners. Although we monitor our use of open source software, we cannot assure you that all open
source software is reviewed prior to use in our solutions, that our developers have not incorporated open source software
into our solutions, or that they will not do so in the future. Additionally, the terms of many open source licenses to which we
are subject have not been interpreted by U.S. or foreign courts. There is a risk that open source software licenses could be
construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our solutions.
Companies that incorporate open source software into their products have, in the past, faced claims seeking enforcement of
open source license provisions and claims asserting ownership of open source software incorporated into their product. If an
author or other third party that distributes such open source software were to allege that we had not complied with the
conditions of an open source license, we could incur significant legal costs defending ourselves against such allegations. In
the event such claims were successful, we could be subject to significant damages or be enjoined from the distribution of
our software. In addition, the terms of open source software licenses may require us to provide software that we develop
using such open source software to others on unfavorable license terms. As a result of our current or future use of open
source software, we may face claims or litigation, be required to release our proprietary source code, pay damages for
breach of contract, re-engineer our solutions, discontinue making our solutions available in the event re-engineering cannot
be accomplished on a timely basis or take other remedial action. Any such re-engineering or other remedial efforts could
require significant additional research and development resources, and we may not be able to successfully complete any
such re-engineering or other remedial efforts. Further, in addition to risks related to license requirements, use of certain open
source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do
not provide warranties or controls on the origin of software. Any of these risks could be difficult to eliminate or manage, and,
if not addressed, could have a negative effect on our business, financial condition and results of operations.
If we fail to comply with our obligations under license or technology agreements with third parties, we may be
required to pay damages and we could lose license rights that are critical to our business.
We license certain intellectual property, including technologies and software from third parties, that is important to our
business, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual
property or technology. If we fail to comply with any of the obligations under our license agreements, we may be required to
pay damages and the licensor may have the right to terminate the license. Termination by the licensor would cause us to
lose valuable rights, and could prevent us from selling our solutions and services, or adversely impact our ability to
commercialize future solutions and services. Our business would suffer if any current or future licenses terminate, if the
licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed patents against infringing third
parties, if the licensed intellectual property are found to be invalid or unenforceable, or if we are unable to enter into
necessary licenses on acceptable terms. In addition, our rights to certain technologies are licensed to us on a non-exclusive
basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including
our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage.
Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be
subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, the
agreements under which we license intellectual property or technology from third parties are generally complex, and certain
provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation
disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property
or technology, or increase what we believe to be our financial or other obligations under the relevant agreement. Any of the
foregoing could harm our competitive position, business, financial condition, results of operations and prospects.
Risks Related to the Healthcare Industry
We may be subject to state and federal fraud and abuse and other healthcare regulatory laws and regulations. If we
or our commercial partners act in a manner that violates such laws or otherwise engage in misconduct, we may be
subject to civil or criminal penalties as well as exclusion from government healthcare programs.
Although the consumers who use our offerings do so outside of any medication or other health benefits covered under
their health insurance, including any commercial or government healthcare program, we may nonetheless be subject to
healthcare fraud and abuse regulation and enforcement by both the U.S. federal government and the states in which we
conduct our business. These laws impact, among other things, our sales, marketing, support and education programs and
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constrain our business and financial arrangements and relationships with pharmacies, PBMs, pharma manufacturers,
marketing partners, healthcare professionals and consumers, and include, but are not limited to, the following:
•the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly
and willfully soliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in
cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or
arranging for or recommending the purchase, lease or order of, any item or service, for which payment may be
made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid. A person or
entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have
committed a violation;
•the U.S. federal physician self referral law, or the Stark Law, which, subject to limited exceptions, prohibits
physicians from referring Medicare or Medicaid patients to an entity for the provision of certain designated
health services, or DHS, which includes outpatient prescription drugs, if the physician or a member of such
physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a
compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such
DHS. Unlike the federal Anti-Kickback Statute, the Stark Law is violated if the financial arrangement does not
meet an applicable exception, regardless of any intent by the parties to induce or reward referrals or the
reasons for the financial relationship and the referral;
•the U.S. federal false claims laws, including the civil False Claims Act (which can be enforced through “qui
tam,” or whistleblower actions, by private citizens on behalf of the federal government), which prohibits any
person from, among other things, knowingly presenting, or causing to be presented false or fraudulent claims
for payment of government funds or knowingly making, using or causing to be made or used, a false record or
statement material to an obligation to pay money to the government or knowingly and improperly avoiding,
decreasing or concealing an obligation to pay money to the U.S. federal government. In addition, the
government may assert that a claim including items and services resulting from a violation of the U.S. federal
Anti-Kickback Statute or Stark Law constitutes a false or fraudulent claim for purposes of the civil False Claims
Act;
•HIPAA, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or
attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully
falsifying, concealing or covering up a material fact or making any materially false statement, in connection
with the delivery of, or payment for healthcare benefits, items or services by a healthcare benefit program,
which includes both government and privately funded benefits programs. Similar to the U.S. federal Anti-
Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to
violate it in order to have committed a violation;
•the federal Civil Monetary Penalties Law, which, subject to certain exceptions, prohibits, among other things,
the offer or transfer of remuneration, including waivers of copayments and deductible amounts (or any part
thereof), to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to
influence the beneficiary’s selection of a particular provider, practitioner or supplier of services reimbursable by
a state or federal healthcare program;
•federal consumer protection and unfair competition laws, which broadly regulate platform activities and
activities that potentially harm consumers; and
•state laws and regulations, including state anti-kickback, self-referral and false claims laws, that may apply to
our business practices, including but not limited to, research, distribution, sales and marketing arrangements
and claims involving healthcare items or services reimbursed by any third-party payor, including private
insurers and self-pay patients.
To enforce compliance with healthcare regulatory laws, certain enforcement bodies have recently increased their
scrutiny of interactions between healthcare companies and referral sources, which has led to a number of investigations,
prosecutions, convictions and settlements in the healthcare industry. Responding to investigations can be time- and
resource-consuming and can divert management’s attention from the business. Additionally, as a result of these
investigations, entities may also have to agree to additional compliance and reporting requirements as part of a consent
decree, non-prosecution or corporate integrity agreement. Any such investigation or settlements could increase our costs or
otherwise have an adverse effect on our business. Even an unsuccessful challenge or investigation into our practices could
cause adverse publicity and be costly to respond.
The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to
comply with different compliance or reporting requirements in multiple jurisdictions increase the possibility that a healthcare
company may fail to comply fully with one or more of these requirements. Efforts to ensure that our business arrangements
with third parties will comply with applicable healthcare laws and regulations may involve substantial costs. It is possible that
governmental authorities may conclude that our business practices, including, without limitation, our revenue sharing
arrangements with our partners, arrangements with entities that provide us with rebate administrative services, and other
sales and marketing practices, do not comply with applicable fraud and abuse or other healthcare laws and regulations or
guidance.
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If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply
to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion
from government-funded healthcare programs, such as Medicare and Medicaid, and additional oversight and reporting
requirements if we become subject to a corporate integrity agreement to resolve allegations of non-compliance with these
laws and the curtailment or restructuring of our operations. If any of the pharmacies, PBMs, pharma manufacturers,
marketing partners or other entities with whom we do business is found not to be in compliance with applicable laws, they
may be subject to the same criminal, civil or administrative sanctions, including exclusion from government-funded
healthcare programs.
We provide pricing information and discounted prices for all FDA-approved medications, including products that are
regulated under federal and state law as controlled substances. Controlled substances are subject to more onerous
regulatory requirements than other pharmaceutical products and have received increasing legal scrutiny in recent years,
which will likely continue into the future. Regulatory or legal developments that have the effect of lowering the sales of
controlled substances may have a negative impact on our business.
Our telehealth offering offered to consumers is subject to various state laws and regulations governing the
provision of telehealth services.
Our ability to provide our telehealth offering is primarily regulated at the state level. State laws and regulations address,
among other things, provider licensure requirements, the minimum modality required to provide telehealth services (i.e., the
minimum interaction required between a telehealth provider and patient), the types of healthcare services that may be
provided via telehealth, the types of practitioners that may provide such services, patient consent requirements and specific
rules applicable to prescribing medications. These state laws and regulations are subject to changing political, regulatory
and other influences. Some state licensing boards have established rules or interpreted existing rules in a manner that limits
or restricts our ability to conduct or optimize our business.
Our telehealth offering grants patients the ability to access our affiliated physician-owned professional entities' network
of clinicians to see a licensed healthcare provider for advice, diagnosis and treatment of routine health conditions on a
remote basis. Due to the nature of this service and the provision of medical care and treatment by a licensed healthcare
professional, we, our affiliated professional entities and any affiliated healthcare providers are and may in the future be
subject to complaints, inquiries and compliance orders by national and state licensing boards. Such complaints, inquiries or
compliance orders may result in disciplinary actions taken by these licensing boards against the licensed healthcare provider
who provides services through our telehealth offering, which could include suspension, restriction or revocation of the
healthcare provider’s license, probation, required continuing education courses, monetary fines, administrative actions and
other conditions. Regardless of outcome, these complaints, inquiries or compliance orders could have an adverse impact on
our telehealth offering and our platform generally due to defense and settlement costs, diversion of management resources,
negative publicity, reputational harm and other factors.
Due to the uncertain regulatory environment, certain states may determine that we or our affiliated professional entities
are in violation of their laws and regulations or such laws and regulations may change requiring that we modify the way we
currently conduct business. In the event that we must remedy such violations, we may be required to modify our offerings in
such states in a manner that undermines our offerings or business, we may become subject to fines or other penalties or, if
we determine that the requirements to operate in compliance in such states are overly burdensome, we may elect to
terminate our operations in such states. In each case, our business, financial condition and results of operations could be
materially adversely affected.
Our telehealth offering and relationships with our affiliated physician-owned professional entities may implicate
laws governing the practice of medicine and fee-splitting.
Our telehealth offering (where telehealth services are rendered by healthcare providers employed by or contracted with
our affiliated professional entities, including through staffing providers, such as Wheel) may implicate certain state laws in
the United States that generally prohibit non-physician entities from practicing medicine, exercising control over physicians
or engaging in certain practices such as fee-splitting with physicians. Although we believe that we have structured our
arrangements to ensure that the healthcare professionals maintain exclusive authority regarding the delivery of medical care
and prescription of medications when clinically appropriate, there can be no assurance that these laws will be interpreted in
a manner consistent with our practices or that other laws or regulations will not be enacted in the future that could have a
material and adverse effect on our business, financial condition and results of operations. Regulatory authorities, state
licensing boards, state attorneys general and other parties, including our affiliated professional entities, may assert that,
despite the management service agreement and other arrangements through which we operate, we are engaged in the
prohibited corporate practice of medicine, and/or that our arrangements with our affiliated professional entities constitute
unlawful fee-splitting. If a state’s prohibition on the corporate practice of medicine or fee-splitting law is interpreted in a
manner that is inconsistent with our practices, we would be required to restructure or terminate our relationship with our
affiliated professional entities to bring its activities into compliance with such laws. A determination of non-compliance, or the
termination of or failure to successfully restructure these relationships could result in disciplinary action, penalties, damages,
fines, and/or a loss of revenue, any of which could have a material and adverse effect on our business, financial condition
and results of operations. State corporate practice of medicine doctrines and fee-splitting prohibitions also often impose
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penalties on healthcare professionals for aiding the corporate practice of medicine, which could discourage physicians and
other healthcare professionals from participating in our network of providers.
The impact of healthcare reform legislation and other proposed or future changes impacting the healthcare
industry and healthcare spending on us is currently unknown, but may adversely affect our business, financial
condition and results of operations.
Our revenue is dependent on the healthcare industry and could be affected by changes in healthcare spending and
policy. The healthcare industry is subject to changing political, regulatory and other influences. The Affordable Care Act (the
“ACA”), enacted in March 2010, made major changes in how healthcare is delivered and reimbursed, and increased access
to health insurance benefits to the uninsured and underinsured population of the United States. The ACA, among other
things, increased the number of individuals with Medicaid and private insurance coverage, implemented reimbursement
policies that tie payment to quality, facilitated the creation of accountable care organizations that may use capitation and
other alternative payment methodologies, strengthened enforcement of fraud and abuse laws and encouraged the use of
information technology.
New and changing laws, regulations, executive orders and other governmental actions, particularly from the new
presidential administration, may also create uncertainty about how laws and regulations will be interpreted and applied.
Such changes can adversely affect our business by increasing our costs, reducing spending by our customers, limiting the
Company’s ability to pursue or offer new offerings, and requiring changes to our business. New and changing laws,
regulations, and executive orders can also create uncertainty about how such laws and regulations will be interpreted and
applied. Regulatory changes and other actions that materially adversely affect our business may be announced with little or
no advance notice and we may not be able to effectively mitigate all adverse impacts from such measures. Differing
interpretations of such legal obligations can expose us to significant fines, government investigations, litigation and
reputational harm. If we are found to have violated laws, regulations, or executive orders, it could materially adversely affect
our business, reputation, results of operations and financial condition.
In addition, recently there has been heightened governmental scrutiny of the manner in which pharma manufacturers
set prices for their marketed products, which has resulted in several U.S. congressional inquiries and proposed and enacted
federal and state legislation designed to, among other things, bring more transparency to medication pricing, reduce the cost
of prescription medications under government payor programs, and review the relationship between pricing and
manufacturer patient programs. Most significantly, in August 2022, former President Biden signed the Inflation Reduction Act
of 2022 (the “IRA”) into law. This statute marks the most significant action by Congress with respect to the pharmaceutical
industry since adoption of the ACA in 2010. Among other things, the IRA requires manufacturers of certain drugs to engage
in price negotiations with Medicare, with prices that can be negotiated subject to a cap; imposes rebates under Medicare
Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023); redesigns the Medicare Part
D benefit (beginning in 2024);  and replaces the Part D coverage gap discount program with a new manufacturer discounting
program (beginning in 2025). The Centers for Medicare & Medicaid Services has published the negotiated prices for the
initial ten drugs, which will first be effective in 2026, and has published the list of the subsequent 15 drugs that will be subject
to negotiation. The IRA permits the Secretary of the Department of Health and Human Services to implement many of these
provisions through guidance, as opposed to regulation, for the initial years. HHS has and will continue to issue and update
guidance as these programs are implemented, although the drug price negotiation program is currently subject to legal
challenges. In addition, the IRA delayed the final rule removing safe harbor protection for price reductions given by
pharmaceutical manufacturers to plan sponsors under Part D, either directly or through PBMs, unless the price reduction is
required by law, until 2032. The impact of the IRA on our business and the pharmaceutical industry cannot yet be fully
determined, but is likely to be significant.
Congress has and is likely to continue to scrutinize key participants in the healthcare industry, including PBMs. A
number of bills have been introduced in Congress that would further regulate PBMs and impose additional requirements.
The FTC has issued statements about PBMs and conducted a study of PBMs that resulted in two published reports, which
could motivate further actions by Congress with respect to PBM regulation. Any findings in the report may motivate further
actions by Congress with respect to PBM regulation. In September 2024, the FTC filed an administrative complaint against
the three largest PBMs and their affiliated group purchasing organizations alleging that the PBMs engaged in anti-
competitive and unfair practices that increased costs for insulin medication. It is unclear what the results of this matter will
be, and what impact this will have on the PBM industry and our business, financial condition and results of operations. For
information regarding certain antitrust litigation initiated against us regarding our relationship with PBMs, see Note 13 to our
audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K and our risk factor titled
“We are, and may become in the future, subject to various legal proceedings and claims that arise in or outside the ordinary
course of business, which may require significant management time and attention, result in significant legal expenses and
may result in unfavorable outcomes, which may have a material adverse effect on our business, operating results and
financial condition, and negatively affect the price of our Class A common stock.”
Individual states in the United States have also increasingly passed legislation and implemented regulations designed
to control medication pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product
access, disclosure, transparency and reporting requirements to regulatory agencies regarding marketing costs and
discounts provided to patients, such as those provided through our prescription transactions offering and subscription
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offerings, for prescription medications dispensed by pharmacies, and, in some cases, designed to encourage importation
from other countries and bulk purchasing. Some states have enacted legislation creating so-called prescription drug
affordability boards, which ultimately may attempt to impose price limits on certain drugs in these states. In addition, the
Supreme Court held in December 2020 in Rutledge v. Pharmaceutical Care Management that ERISA, a federal statute, did
not preempt an Arkansas state law that regulates PBM reimbursements to network pharmacies and other standards for
PBMs’ reimbursements to network pharmacies. As a result of this holding, some states have passed, and other states may
pass similar legislation or may otherwise attempt to regulate PBMs, which could have impacts on the healthcare industry.
Further, we may see heightened regulatory scrutiny from state regulators related to our integrated savings programs,
particularly with respect to insurance laws. These regulatory requirements and related scrutiny may impose timing and
expense constraints on us or our industry partners that could adversely affect our partnerships or our operations.
We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could
impact the amounts that federal and state governments and other third-party payors will pay for healthcare products and
services or require us to restructure our existing arrangements with PBMs and pharma manufacturers, any of which could
adversely affect our business, financial condition and results of operations.
Risks Related to Our Organizational Structure, including Agreements and Relationships with Significant Stockholders
Our capital structure may adversely affect the trading market for our Class A common stock.
We cannot predict whether our dual class or controlled company structure will result in a lower or more volatile market
price of our Class A common stock or in adverse publicity or other adverse consequences. For example, FTSE Russell
requires new constituents of its indices to have greater than 5% of the company's voting rights in the hands of public
stockholders. In addition, certain index providers previously imposed restrictions on including companies with dual class or
multi-class share structures in certain of their indexes and such restrictions could be reimposed in the future. As a result, our
dual class capital structure makes us ineligible for inclusion in certain indices, and mutual funds, exchange-traded funds and
other investment vehicles that attempt to passively track these indices may not invest in our stock. It is possible that such
policies may depress our valuation compared to those of other similar companies that are included. These policies could
make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock
could be adversely affected.
The parties to our stockholders agreement, who hold a significant portion of our Class B common stock, control
the direction of our business and such parties’ ownership of our common stock prevents you and other
stockholders from influencing significant decisions.
As of December 31, 2024, the holders of our Class B common stock, including the parties to our stockholders
agreement, who also hold a significant portion of our Class B common stock, own approximately 96.3% of the combined
voting power of our Class A and Class B common stock, with each share of Class A common stock entitling the holder to one
vote and each share of Class B common stock entitling the holder to 10 votes, until the earlier of, (i) the first date on which
the aggregate number of outstanding shares of our Class B common stock ceases to represent at least 10% of the
aggregate number of our outstanding shares of common stock and (ii) September 25, 2027, on all matters submitted to a
vote of our stockholders. Moreover, the parties to our stockholders agreement, who also hold Class A and Class B common
stock, own approximately 94.8% of the combined voting power of our Class A and Class B common stock as of
December 31, 2024. In addition, we have agreed to nominate to our Board individuals designated by Silver Lake, Francisco
Partners, Spectrum and Idea Men, LLC in accordance with our stockholders agreement. Silver Lake, Francisco Partners,
Spectrum and Idea Men, LLC each retain the right to designate directors for so long as they beneficially own at least 5% of
the aggregate number of shares of common stock outstanding. Even when the parties to our stockholders agreement cease
to own shares of our stock representing a majority of the total voting power, for so long as the parties to our stockholders
agreement continue to own a significant percentage of our stock, particularly our Class B common stock, they will still be
able to significantly influence or effectively control the composition of our Board and the approval of actions requiring
stockholder approval through their voting power. Accordingly, for such period of time, the parties to our stockholders
agreement will have significant influence with respect to our management, business plans and policies. In particular, for so
long as the parties to our stockholders agreement continue to own a significant percentage of our stock, particularly our
Class B common stock, the parties to our stockholders agreement may be able to cause or prevent a change of control of
our company or a change in the composition of our Board, and could preclude any unsolicited acquisition of our company.
The concentration of ownership could deprive investors of an opportunity to receive a premium for their shares of Class A
common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock.
Further, our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” will
not apply with respect to the parties to our stockholders agreement or their affiliates (other than us and our subsidiaries),
and any of their respective principals, members, directors, partners, stockholders, officers, employees or other
representatives (other than any such person who is also our employee or an employee of our subsidiaries), or any director
or stockholder who is not employed by us or our subsidiaries.
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Substantial future sales by the parties to our stockholders agreement or other holders of our common stock, or the
perception that such sales may occur, could depress the price of our Class A common stock.
As of December 31, 2024, the parties to our stockholders agreement collectively own approximately 72.0% of our
outstanding shares of common stock. Subject to the restrictions described in the paragraph below, future sales of these
shares are subject to the volume and other restrictions of Rule 144 under the Securities Act for so long as such parties are
deemed to be our affiliates, unless the shares to be sold are registered with the SEC. These stockholders are entitled to
rights with respect to the registration of their shares. We are unable to predict with certainty whether or when such parties
will sell a substantial number of shares of our Class A common stock. The sale by the parties to our stockholders agreement
of a substantial number of shares, or a perception that such sales could occur, could significantly reduce the market price of
our Class A common stock.
We are, and may become in the future, subject to various legal proceedings and claims that arise in or outside the
ordinary course of business, which may require significant management time and attention, result in significant
legal expenses and may result in unfavorable outcomes, which may have a material adverse effect on our business,
operating results and financial condition, and negatively affect the price of our Class A common stock.
We are, and may in the future become, subject to various legal proceedings and claims that arise in or outside the
ordinary course of business. The results of these legal proceedings cannot be predicted with certainty. Lawsuits and other
administrative or legal proceedings that may arise in the course of our operations can involve substantial costs, including the
costs associated with investigation, litigation and possible settlement, judgment, penalty or fine, as well as injunctive relief or
other remedies that could adversely impact our operations. In addition, lawsuits and other legal proceedings may be time
consuming to defend or prosecute and may require a commitment of management and personnel resources that will be
diverted from our normal business operations. Our litigation and regulatory risk profiles could change as we continue to offer
new services and expand in business areas, and we may face increased legal and regulatory risks related to our integrated
savings program and evolving relationships with PBMs. For example, our integrated savings program may be subject to
additional regulations under various state insurance laws. Also, our insurance coverage may be insufficient, our assets may
be insufficient to cover any amounts that exceed our insurance coverage, and we may have to pay damage awards or
otherwise may enter into settlement arrangements in connection with such claims. Moreover, we may be unable to continue
to maintain our existing insurance at a reasonable cost, if at all, or to secure additional coverage, which may result in costs
associated with lawsuits and other legal proceedings being uninsured. Any such payments or settlement arrangements in
current or future litigation could have a material adverse effect on our business, operating results or financial condition. Even
if the plaintiffs’ claims are not successful, current or future litigation could result in substantial costs and significantly and
adversely impact our reputation and divert management’s attention and resources, which could have a material adverse
effect on our business, operating results and financial condition, and negatively affect the price of our Class A common
stock. In addition, such lawsuits may make it more difficult to finance our operations. See Note 13 to our audited
consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
We are a “controlled company” under the corporate governance rules of The Nasdaq Stock Market and, as a result,
qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have
the same protections afforded to stockholders of companies that are subject to such requirements.
As of December 31, 2024, certain affiliates of Silver Lake, Francisco Partners, Spectrum and Idea Men, LLC own
approximately 94.8% of the combined voting power of our Class A and Class B common stock and are parties, among
others, to a stockholders agreement. As a result, we are a “controlled company” within the meaning of the corporate
governance standards of The Nasdaq Stock Market rules. Under these rules, a listed company of which more than 50% of
the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply
with certain corporate governance requirements, including:
•the requirement that a majority of its board of directors consist of independent directors;
•the requirement that its director nominations be made, or recommended to the full board of directors, by its
independent directors or by a nominations committee that is comprised entirely of independent directors and
that it adopt a written charter or board resolution addressing the nominations process; and
•the requirement that it have a compensation committee that is composed entirely of independent directors with
a written charter addressing the committee’s purpose and responsibilities.
We do not intend to rely on all of these exemptions. However, as long as we remain a “controlled company,” we rely on
certain of these exemptions and may elect in the future to take advantage of any of these exemptions. As a result of any
such election, our Board would not have a majority of independent directors, our compensation committee would not consist
entirely of independent directors and our directors would not be nominated or selected by independent directors, as
applicable. Accordingly, investors do not have the same protections afforded to stockholders of companies that are subject
to all of the corporate governance requirements of The Nasdaq Stock Market rules.
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Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated
bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to
replace or remove our current management and limit the market price of our Class A common stock.
Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws contain
provisions that may make the acquisition of our company more difficult, including the following:
•amendments to certain provisions of our amended and restated certificate of incorporation or amendments to
our amended and restated bylaws generally require the approval of at least 66 2/3% of the voting power of our
outstanding capital stock;
•our dual class common stock structure, which provides certain affiliates of Silver Lake, Francisco Partners,
Spectrum, Idea Men, LLC and our Co-Founders, individually or together, with the ability to significantly
influence the outcome of matters requiring stockholder approval, even if they own significantly less than a
majority of the shares of our outstanding Class A common stock and Class B common stock;
•our staggered Board;
•at any time when the holders of our Class B common stock no longer beneficially own, in the aggregate, at
least the majority of the voting power of our outstanding capital stock, our stockholders will only be able to take
action at a meeting of stockholders and will not be able to take action by written consent for any matter;
•our amended and restated certificate of incorporation does not provide for cumulative voting;
•vacancies on our Board are able to be filled only by our Board and not by stockholders, subject to the rights
granted pursuant to the stockholders agreement;
•a special meeting of our stockholders may only be called by the chairperson of our Board, our Chief Executive
Officer or a majority of our Board;
•restrict the forum for certain litigation against us to Delaware or the federal courts, as applicable;
•our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of
which may be established and shares of which may be issued without further action by our stockholders; and
•advance notice procedures apply for stockholders (other than the parties to our stockholders agreement) to
nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
In addition, we have opted out of Section 203 of the Delaware General Corporation Law, but our amended and restated
certificate of incorporation provides that engaging in any of a broad range of business combinations with any “interested
stockholder” (any entity or person who, together with that entity’s or person’s affiliates and associates, owns or within the
previous three years owned, 15% or more of our outstanding voting stock) for a period of three years following the date on
which the stockholder became an “interested stockholder” is prohibited, provided, however, that, under our amended and
restated certificate of incorporation, the parties to our stockholders agreement and any of their respective affiliates are not
deemed to be interested stockholders regardless of the percentage of our outstanding voting stock owned by them, and
accordingly are not subject to such restrictions.
These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of
our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect
directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain
circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common
stock, and could also affect the price that some investors are willing to pay for our Class A common stock.
Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does
not apply with respect to certain parties to our stockholders agreement and any director or stockholder who is not
employed by us or our subsidiaries.
The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using
corporate resources, acquire an interest adverse to that of the corporation or acquire property that is reasonably incident to
the present or prospective business of the corporation or in which the corporation has a present or expectancy interest,
unless that opportunity is first presented to the corporation and the corporation chooses not to pursue that opportunity. The
doctrine of corporate opportunity is intended to preclude officers or directors or other fiduciaries from personally benefiting
from opportunities that belong to the corporation. Our amended and restated certificate of incorporation, provides that the
doctrine of “corporate opportunity” does not apply with respect to the parties to our stockholders agreement or their affiliates
(other than us and our subsidiaries), and any of their respective principals, members, directors, partners, stockholders,
officers, employees or other representatives (other than any such person who is also our employee or an employee of our
subsidiaries), or any director or stockholder who is not employed by us or our subsidiaries. SLP Geology Aggregator, L.P.,
Francisco Partners IV, L.P., Francisco Partners IV-A, L.P., Spectrum Equity VII, L.P., Spectrum VII Investment Managers’
Fund, L.P., Spectrum VII Co-Investment Fund, L.P. and Idea Men, LLC or their affiliates and any director or stockholder who
is not employed by us or our subsidiaries, therefore, have no duty to communicate or present corporate opportunities to us,
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and have the right to either hold any corporate opportunity for their (and their affiliates’) own account and benefit or to
recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any director or
stockholder who is not employed by us or our subsidiaries. As a result, certain of our stockholders, directors and their
respective affiliates are not prohibited from operating or investing in competing businesses. We, therefore, may find
ourselves in competition with certain of our stockholders, directors or their respective affiliates, and we may not have
knowledge of, or be able to pursue, transactions that could potentially be beneficial to us. Accordingly, we may lose a
corporate opportunity or suffer competitive harm, which could negatively impact our business, operating results and financial
condition.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware
is the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United
States is the exclusive forum for the resolution of any complaint asserting a cause of action arising under the
Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
or our directors, officers, employees or stockholders.
Our amended and restated certificate of incorporation provides that, unless we otherwise consent in writing, (A) (i) any
derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary
duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the
Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General
Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may
be amended or restated) or as to which the Delaware General Corporation Law confers exclusive jurisdiction on the Court of
Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of
the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the
State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of
Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the exclusive forum
provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act. The choice of forum
provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our
directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other
employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and
the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our
amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional
costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and
financial condition. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital
stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of
incorporation.
We do not intend to pay dividends for the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business and we do not
expect to declare or pay any dividends in the foreseeable future. Moreover, the terms of our existing debt agreements
restrict our ability to pay dividends, and any additional debt we may incur in the future may include similar restrictions. In
addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common
stock. As a result, stockholders must rely on sales of their Class A common stock after price appreciation as the only way to
realize any future gains on their investment.
We are a holding company and depend on our subsidiaries for cash to fund operations and expenses, including
future dividend payments, if any.
We are a holding company that does not conduct any business operations of our own. As a result, we are largely
dependent upon cash distributions and other transfers from our subsidiaries to meet our obligations and to make future
dividend payments, if any. We do not currently expect to declare or pay dividends on our common stock for the foreseeable
future; however, the agreements governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries’
ability to pay dividends or other distributions to us. The deterioration of the earnings from, or other available assets of, our
subsidiaries for any reason could impair their ability to make distributions to us.
General Risk Factors
We may be unable to accurately forecast revenue and appropriately plan our expenses in the future.
We base our current and future expense levels on our operating forecasts and estimates of future income. Income and
results of operations are difficult to forecast because they generally depend on the number and timing of our consumers
using our platform, signing up for a subscription or using the services provided by our telehealth platform, as well as pharma
manufacturers' spending patterns, which are uncertain. Additionally, our business is affected by general economic and
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business conditions around the world. A softening in income, whether caused by changes in consumer preferences, the
closure of retail pharmacy locations or a weakening in global economies or otherwise, may result in decreased revenue
levels, and we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in
income. This inability could result in lower net income or greater net loss in a given quarter than expected.
We may experience fluctuations in our tax obligations and effective income tax rate, which could materially and
adversely affect our results of operations.
We are subject to U.S. federal and state income taxes. Tax laws, regulations and administrative practices in various
jurisdictions may be subject to significant change, with or without advance notice, due to economic, political and other
conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.
There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is
uncertain. Our effective income tax rates could be affected by numerous factors, such as changes in tax, accounting and
other laws, regulations, administrative practices, principles and interpretations, the mix and level of earnings in a given
taxing jurisdiction or our ownership or capital structures. For example, the Inflation Reduction Act of 2022, enacted in August
2022, imposes a minimum tax on certain corporations with book income of at least $1 billion (subject to certain adjustments)
and an excise tax on certain stock buybacks and similar corporate actions.
We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may
dilute your ownership of our Class A common stock.
We intend to continue to make investments to support our business growth and may require additional capital to fund
and support our business, to respond to competitive challenges or take advantage of strategic opportunities. Accordingly, we
may require additional capital from equity or debt financing in the future and may not be able to secure timely additional
financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating
flexibility, including our ability to issue or repurchase equity, develop new or enhanced existing offerings, complete
acquisitions or otherwise take advantage of business opportunities. If we raise additional funds or finance acquisitions
through further issuances of equity, convertible debt securities or other securities convertible into equity, you and our other
stockholders could suffer significant dilution in your percentage ownership of our company, and any new securities we issue
could have rights, preferences and privileges senior to those of holders of our Class A common stock. If we raise additional
funds through debt financing, such financing could impose restrictive covenants relating to our capital-raising activities and
other financial and operational matters, which may make it more difficult for us to obtain additional capital or to pursue
business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms
satisfactory to us, if and when we require it, including as a result of the disruption to the capital and debt markets caused by
COVID-19 or a pandemic of a similar infectious disease, our ability to grow or support our business and to respond to
business challenges could be significantly limited.
Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect
our platform or features of our platform and offerings.
There are a number of changes to the patent laws that may have a significant impact on our ability to protect our
technology and enforce our intellectual property rights. For example, the Leahy-Smith America Invents Act (the “AIA”),
enacted in September 2011, resulted in significant changes in patent legislation. An important change introduced by the AIA
is that, as of March 16, 2013, the United States transitioned from a “first-to-invent” to a “first-to-file” system for deciding
which party should be granted a patent when two or more patent applications are filed by different parties claiming the same
invention. Under a “first-to-file” system, assuming the other requirements for patentability are met, the first inventor to file a
patent application generally will be entitled to a patent on the invention regardless of whether another inventor had made the
invention earlier. A third party that files a patent application in the U.S. Patent and Trademark Office (“USPTO”) after that
date but before us could therefore be awarded a patent covering an invention of ours even if we made the invention before it
was made by the third party. Circumstances could prevent us from promptly filing patent applications on our inventions. The
AIA also includes a number of significant changes that affect the way patent applications will be prosecuted and also may
affect patent litigation. These include allowing third party submission of prior art to the USPTO during patent prosecution and
additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including post-grant
review, IPR and derivation proceedings.
There are also a number of changes to the patent laws being considered that, if enacted, may have a significant impact
on our ability to protect our technology and enforce our intellectual property rights. For example, the Senate Judiciary
Committee’s Subcommittee on Intellectual Property in 2023 held hearings on modifying the test for patent eligibility under
Section 101 of the Patent Act to limit the ability to challenge claims for being abstract. Such changes could initially result in
an increased value for issued patents, but depending on how the legislation is enacted, may adversely impact other issued
patents which properly satisfied the patent eligibility test as of the time of examination, but might fail the new test depending
on what is enacted. Alternatively, the USPTO could decide to strengthen its examination under Section 101, leading to fewer
issuing patents or patents issuing with more limited scope. Similarly, over the last several years, Congress has considered
expanding the test for patent definiteness under Section 112(f) of the Patent Act in a way that could result in a diminished
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value for issued patents. While proposed changes to that law in 2019 were not enacted, Congress could consider
reintroducing these proposed changes in connection with its current exploration into amending the Section 101 law.
There are also legislative discussions regarding the changing of rules relating to post-grant review of patents through
IPR or covered business method (“CBM”) review. For example, current case law holds that the Patent Trial and Appeal
Board (“PTAB”) has the sole authority to determine whether to institute an IPR or CBM, and such decision is unreviewable
on appeal. Efforts to amend the law to allow appellate review of PTAB institution decisions could result in an increase of
institution as a result of such appellate review, and a corresponding increase in invalidation through these processes.
Because of a lower evidentiary standard in PTAB proceedings compared to the evidentiary standard in U.S. federal courts
necessary to invalidate a patent claim, a third party could potentially provide evidence in a PTAB proceeding sufficient for the
PTAB to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in
a district court action. Accordingly, a third party may attempt to use the PTAB procedures to invalidate our patent claims that
would not have been invalidated if first challenged by the third party as a defendant in a district court action, and legislative
attempts to make it easier to appeal successful patent-holder results could diminish the value of patents.
In addition, the patent position of companies engaged in the development and commercialization of software and
internet e-commerce is particularly uncertain. Various courts, including the Supreme Court have rendered decisions that
affect the scope of patentability of certain inventions or discoveries relating to certain software and business method patents.
These decisions state, among other things, that a patent claim that recites an abstract idea, natural phenomenon or law of
nature is not itself patentable. Precisely what constitutes a law of nature or abstract idea is uncertain, and it is possible that
certain aspects of our software or business methods would be considered abstract ideas. Accordingly, the evolving case law
in the United States may adversely affect our ability to obtain patents and may facilitate third-party challenges to any owned
or licensed patents. The laws of some foreign countries do not protect intellectual property rights to the same extent as the
laws of the United States, and we may encounter difficulties in protecting and defending such rights in foreign jurisdictions.
The legal systems of many other countries do not favor the enforcement of patents and other intellectual property protection,
particularly those relating to software, which could make it difficult for us to stop the infringement of our patents in such
countries. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our
efforts and attention from other aspects of our business.
We may not be able to enforce our intellectual property rights throughout the world.
We may also be required to protect our proprietary technology and content in an increasing number of jurisdictions, a
process that is expensive and may not be successful, or which we may not pursue in every location. Filing, prosecuting,
maintaining, defending, and enforcing intellectual property rights on our solutions, services, and technologies in all countries
throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the
United States can be less extensive than those in the United States. We do not own and have not registered or applied for
intellectual property outside the United States. Competitors may use our technologies in jurisdictions where we have not
obtained protection to develop their own solutions and services and, further, may export otherwise violating solutions and
services to territories where we have protection but enforcement is not as strong as that in the United States. These
solutions and services may compete with our solutions and services, and our intellectual property rights may not be effective
or sufficient to prevent them from competing. In addition, the laws of some foreign countries do not protect proprietary rights
to the same extent as the laws of the United States, and many companies have encountered significant challenges in
establishing and enforcing their proprietary rights outside of the United States. These challenges can be caused by the
absence or inconsistency of the application of rules and methods for the establishment and enforcement of intellectual
property rights outside of the United States. For instance, there is no uniform worldwide policy regarding patentable subject
matter or the scope of claims allowable for business methods. As such, we do not know the degree of future protection that
we will have on our technologies, products and services.
In addition, the legal systems of some countries, particularly developing countries, do not favor the enforcement of
intellectual property protection, especially those relating to healthcare. This could make it difficult for us to stop the
misappropriation or other violation of our other intellectual property rights. Accordingly, we may choose not to seek
protection in certain countries, and we will not have the benefit of protection in such countries. Proceedings to enforce our
intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from
other aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be
inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may
affect our ability to obtain adequate protection for our solutions, services and other technologies and the enforcement of
intellectual property. Any of the foregoing could harm our competitive position, business, financial condition, results of
operations and prospects.
We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed
alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our
own intellectual property.
Many of our employees, consultants, and advisors are currently or were previously employed at other companies in our
field, including our competitors or potential competitors. Although we try to ensure that our employees, consultants, and
advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that
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we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information,
of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in
defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or
personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a
distraction to management.
In addition, while it is our policy to require our employees and contractors who may be involved in the conception or
development of intellectual property to execute agreements assigning such intellectual property to us, we may be
unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that
we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment
agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may
bring against us, to determine the ownership of what we regard as our intellectual property. Any of the foregoing could harm
our competitive position, business, financial condition, results of operations and prospects.
If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new
solutions or services in the future.
In the future, we may identify additional third-party intellectual property we may need to license in order to engage in our
business, including to develop or commercialize new solutions or services. However, such licenses may not be available on
acceptable terms or at all. The licensing or acquisition of third-party intellectual property rights is a competitive area, and
several more established companies may pursue strategies to license or acquire third-party intellectual property rights that
we may consider attractive or necessary. These established companies may have a competitive advantage over us due to
their size, capital resources and greater development or commercialization capabilities. In addition, companies that perceive
us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, we may be
required to pay the licensor substantial royalties based on sales of our solutions and services. Such royalties are a
component of the cost of our solutions or services and may affect the margins on our solutions and services. In addition,
such licenses may be non-exclusive, which could give our competitors access to the same intellectual property licensed to
us. If we are unable to enter into the necessary licenses on acceptable terms or at all, if any necessary licenses are
subsequently terminated, if our licensors fail to abide by the terms of the licenses, if our licensors fail to prevent infringement
by third parties, or if the licensed intellectual property rights are found to be invalid or unenforceable, our business, financial
condition, results of operations and prospects could be affected. If licenses to third-party intellectual property rights are or
become required for us to engage in our business, the rights may be non-exclusive, which could give our competitors
access to the same technology or intellectual property rights licensed to us. Moreover, we could encounter delays and other
obstacles in our attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on
favorable terms could prevent us from commercializing solutions and services, which could harm our competitive position,
business, financial condition, results of operations and prospects.
Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial
losses for investors.
The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of
which are beyond our control, including:
•actual or anticipated fluctuations in our financial conditions and results of operations;
•the financial projections we may provide to the public, any changes in these projections or our failure to meet
these projections;
•failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or
ratings by any securities analysts who follow our company or our failure to meet these estimates or the
expectations of investors;
•announcements by us or our competitors of significant technical innovations, acquisitions, strategic
partnerships, joint ventures, results of operations or capital commitments;
•changes in stock market valuations and operating performance of other healthcare and technology companies
generally, or those in our industry in particular;
•price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a
whole;
•changes in our Board or management;
•sales of large blocks of our Class A common stock, including sales by certain affiliates of Silver Lake,
Francisco Partners, Spectrum, Idea Men, LLC, our Co-Founders or our executive officers and directors;
•lawsuits threatened or filed against us;
•anticipated or actual changes in laws, regulations or government policies applicable to our business;
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•changes in our capital structure, such as future issuances of debt or equity securities;
•short sales, hedging and other derivative transactions involving our capital stock;
•general economic conditions in the United States;
•other events or factors, including those resulting from war, pandemics (such as COVID-19), incidents of
terrorism or responses to these events; and
•the other factors described in this Part I, Item 1A, “Risk Factors.”
The stock market has recently experienced extreme price and volume fluctuations. The market prices of securities of
companies have experienced fluctuations that often have been unrelated or disproportionate to their results of operations.
Market fluctuations could result in extreme volatility in the price of shares of our Class A common stock, which could cause a
decline in the value of your investment. Price volatility may be greater if the public float and trading volume of shares of our
Class A common stock is low. Furthermore, in the past, stockholders have sometimes instituted securities class action
litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against
us could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition
and results of operations.
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Item 1B. Unresolved Staff Comments.
Not applicable.
Item 1C. Cybersecurity.
Cybersecurity Risk Management and Strategy
We have established and implemented a cybersecurity risk management program and information privacy program
(collectively, our “Cybersecurity and Privacy Programs”) that are collectively intended to protect the confidentiality, integrity,
and availability of our critical information systems and the information residing therein. These programs are integrated into,
and form a part of, our overall risk management program, and share similar methodologies, reporting channels and
governance processes to those that apply across the broader risk management framework.
Key elements of our Cybersecurity and Privacy Programs include, but are not limited to the following:
•Teams responsible for managing security and privacy controls, risk assessments, and responding to
cybersecurity incidents;
•Security and privacy awareness training of our employees;
•Privacy and security risk assessments designed to identify material privacy and/or cybersecurity risks to our
systems, processes, and assets;
•The use of external service providers to assist with privacy and security controls, including vulnerability
management;
•An incident response plan with trained personnel and personnel that are trained to execute the plan; and,
•A third-party risk management process for service providers and vendors.
We are subject to an evolving threat landscape that could pose various risks to our business, and such risks are
regularly evaluated and managed via our Cybersecurity and Privacy Programs by internal and external experts. We have not
identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have
materially affected us, including our operations, business strategy, results of operations, or financial condition. For more
information regarding risks related to cybersecurity matters, please see Part I, Item 1A, “Risk Factors—We depend on our
information technology systems, and those of our third-party vendors, contractors and consultants, and any failure or
significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business,
financial condition and results of operations.”
Cybersecurity Governance
Our Board and its committees have an active role in overseeing risk management and they have delegated to the Audit
and Risk Committee oversight over our cybersecurity and data privacy risks, including oversight of management’s
implementation of our Cybersecurity and Privacy Programs, except to the extent direct oversight by the Board is required by
the FTC Order. The Audit and Risk Committee oversees management’s implementation of our Cybersecurity and Privacy
Programs, except to the extent direct oversight by the Board is required by the FTC Order.
The Audit and Risk Committee receives periodic reports from management regarding cybersecurity and privacy risks,
any material updates thereto and a summary of any cybersecurity and/or privacy events or incidents that have occurred, in
each case, since the most recent update provided to the Audit and Risk Committee. The Audit and Risk Committee reports
to the full Board regarding its activities, including those related to cybersecurity and privacy. In addition, at least once every
twelve months and promptly after the occurrence of certain specified cybersecurity/data privacy incidents, the Board and our
Chief Executive Officer and President receive the written Cybersecurity and Privacy Program materials, which include the
results of the most recent cybersecurity and privacy risk assessment and any evaluations thereof or updates thereto
(collectively, the “Reporting Materials”). On an annual basis, management also leads the Board through a comprehensive
review of the Reporting Materials, including, among other things, a review of the identified material cybersecurity and privacy
risk exposures and the safeguards implemented to control such risk exposures.
Our Security Team is responsible for assessing and managing our material risks from cybersecurity threats and is
primarily responsible for our overall Cybersecurity and Privacy Programs and collaborates with other employees and third
parties to identify and mitigate applicable risks. Our Security Team is composed of certified cybersecurity professionals
responsible for assessing and managing cybersecurity risks, led by the Senior Director of Information Security &
Compliance. The qualifications of our Security Team include the following industry-recognized certifications: ISC2 Certified
Information Systems Security Professional (CISSP), Certified Ethical Hacker (C|EH), Certified Incident Handler (GCIH),
Certified Intrusion Analyst (GCIA), GSEC, CompTIA Security+, A+ Network+, CISM, CCSK, MCSA, MCSE, MCP, MCT, and
Cisco Certified Network Associate (CCNA). The Senior Director of Information Security & Compliance reports to our Chief
Technology Officer, who has over 19 years of experience in information technology. The Senior Director of Information
Security & Compliance brings over 13 years of experience in risk management, cybersecurity and compliance. The Security
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Team’s experience in information security and cybersecurity spans across various industries, including healthcare,
technology, and critical infrastructure.
Under the Cybersecurity and Privacy Programs, our Security Team monitors, prevents, detects, mitigates, and
remediates cybersecurity risks and incidents via various means, including monitoring threat intelligence from various
sources, internal and external vulnerability management, and alerts and reports produced by security tools. Reporting of
such risks is regularly provided to the Board and the Audit and Risk Committee, as applicable.
Item 2. Properties.
Our corporate headquarters is located in Santa Monica, California, where we lease approximately 74,000 square feet
of space under a lease expiring in 2031. We also maintain smaller satellite offices across the United States, including in San
Francisco, California, Charleston, South Carolina, Asheville, North Carolina, New Albany, Ohio and New York, New York. We
believe that these facilities are sufficient for our current needs and that additional facilities will be available to accommodate
the expansion of our business should they be needed.
Item 3. Legal Proceedings.
The information required under this Item 3 is set forth in Note 13 within “Notes to Consolidated Financial Statements”
included in Part IV, Item 15 of this report and is incorporated herein by this reference.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information
On September 23, 2020, our Class A common stock began trading on the Nasdaq Global Select Market under the
symbol “GDRX.” Prior to that time, there was no public market for our common stock. There is no established public trading
market for our Class B common stock.
Holders
As of February 18, 2025, there were 7 holders of record of our Class A common stock and 10 holders of record of our
Class B common stock.
Dividend Policy
We are a holding company that does not conduct any business operations of our own. We will only be able to pay
dividends from our available cash on hand and cash distributions and other transfers received from our subsidiaries,
including GoodRx, Inc. and GoodRx Intermediate Holdings, LLC, whose ability to make any payments to us will depend
upon many factors, including their operating results and cash flows. Additionally, our existing debt arrangements contain
covenants restricting payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met.
We have paid cash dividends on our capital stock in the past but cannot guarantee that we will continue to do so in the
future. Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon results of
operations, financial condition, capital requirements, business prospects, restrictions imposed by applicable law and other
factors our Board deems relevant.
Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser
We did not sell any equity securities during the year ended December 31, 2024 that were not registered under the
Securities Act.
There were no repurchases of our Class A common stock during the three months ended December 31, 2024. See
Note 14 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for
additional information related to our current $450.0 million stock repurchase program with no expiration date, which was
publicly announced on February 29, 2024.
Performance Graph
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with
the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the
Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any
such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we
specifically incorporate it by reference into such filing.
The following graph depicts the total cumulative stockholder return on our Class A common stock from September 23,
2020, the first day of trading of our Class A common stock on the Nasdaq Global Select Market, through December 31,
2024, relative to the performance of the Nasdaq Composite Index and the two industries we intersect, namely, the Dow
Jones Internet Services Index and S&P 500 Healthcare Index. The graph assumes an initial investment of $100 at the close
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of trading on September 23, 2020 and that all dividends paid by companies included in these indices have been reinvested.
The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance.
GDRX Performance Graph 2024.jpg
Use of Proceeds
On September 25, 2020, we completed our IPO. All shares sold were registered pursuant to a registration statement on
Form S-1 (File No. 333-248465), as amended (the “Registration Statement”), declared effective by the SEC on September
22, 2020.
There have been no material changes in the expected use of the net proceeds from our IPO as described in our
Registration Statement. As of December 31, 2024, we estimated we had used approximately $586.4 million of the net
proceeds from our IPO: (i) $164.4 million for the acquisition of businesses that complement our business; (ii) $262.0 million
for the repurchases of our Class A common stock; and (iii) $160.0 million for the repayment of our outstanding debt
obligations. As of December 31, 2024, we had $300.5 million estimated remaining net proceeds from our IPO which have
been invested in investment grade, interest-bearing instruments.
Item 6. [Reserved.]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with
our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and
uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result
of various factors, including those set forth under Part I, Item 1A, “Risk Factors” and in other parts of this Annual Report on
Form 10-K. A discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 has been
reported previously in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on
February 29, 2024, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”
Overview
Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are
building the leading consumer-focused digital healthcare platform in the United States. Copays have continued to trend
upward in recent years and we believe as insurance providers continue to shift the cost burden more and more to
consumers, consumers are now more than ever searching for sustainable affordable healthcare solutions which, in turn,
strengthens our value proposition. We believe our financial results reflect the significant market demand for our offerings and
the value that we provide to the broader healthcare ecosystem.
We have seen rapid changes in the U.S. retail pharmacy landscape recently with Rite Aid's store closures in addition to
announcements of store closures and reduction of footprint from various other retail pharmacies, including Walgreens.
Future store closures and reduction of footprint from retail pharmacies are expected to have an immediate adverse impact
on our prescription volume and prescription transactions revenue. However, we believe this impact to be largely transient as
we expect prescription volume to migrate to other in-network pharmacies in the near term. As an extension of the changing
retail pharmacy landscape, we have seen and continue to expect heightened renegotiations between pharmacies and PBMs
as a result of the pharmacies' increased focus on rationalizing their spending, which in turn has had and may have an impact
on our prescription transactions revenue.
For the year ended December 31, 2024 as compared to the year ended December 31, 2023:
•Revenue increased 6% to $792.3 million from $750.3 million;
•Adjusted Revenue increased 4% to $792.3 million from $760.3 million;
•Net income and net income margin were $16.4 million and 2.1%, respectively, compared to net loss and net
loss margin of $8.9 million and 1.2%, respectively; and
•Adjusted EBITDA and Adjusted EBITDA Margin were $260.2 million and 32.8%, respectively, compared to
$217.4 million and 28.6%, respectively.
Revenue, net income (loss) and net income (loss) margin are financial measures prepared in conformity with
accounting principles generally accepted in the United States ("GAAP"). Adjusted Revenue, Adjusted EBITDA and Adjusted
EBITDA Margin are non-GAAP financial measures. For a reconciliation and presentation of Adjusted Revenue, Adjusted
EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measures, information about why we
consider Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks
and limitations of these measures, please see “Key Financial and Operating Metrics—Non-GAAP Financial Measures"
included within this Part II, Item 7 of this Annual Report on Form 10-K.
Seasonality
We typically experience stronger consumer demand during the first and fourth quarters of each year, which coincide
with generally higher consumer healthcare spending, doctor office visits, annual benefit enrollment season, and seasonal
cold and flu trends. For our integrated savings program, we may experience stronger traffic during the first half of each year
since more claims are likely to be routed through GoodRx while plan members are in the deductible phase of their health
plans. We may also experience stronger demand for our pharma manufacturer solutions offering during the fourth quarter of
each year, which coincides with pharma manufacturers' annual budgetary spending patterns. In addition, this seasonality
may impact revenue and sales and marketing expense. PBM-pharmacy issues, including changes in the retail landscape, as
well as macroeconomic events such as the COVID-19 pandemic may have masked some of these trends in recent periods
and may continue to impact these trends in the future.
Recent Development
On January 13, 2025, we acquired substantially all of the assets and assembled workforce of the prescription savings
business of Vivid Clear Rx, Inc. for $30.0 million in cash. See Note 19 in the notes to our audited consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
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Key Financial and Operating Metrics
We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA
Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of
Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our
marketing and engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with
consumers.
We exited the fourth quarter of 2024 with over 7 million prescription-related consumers that used GoodRx across our
prescription transactions and subscription offerings. Our prescription-related consumers represent the sum of Monthly Active
Consumers for the three months ended December 31, 2024 and subscribers to our subscription plans as of December 31,
2024.
Monthly Active Consumers
Three Months Ended
(in millions)
December 31,
2024
September 30,
2024
June 30,
2024
March 31,
2024
December 31,
2023
September 30,
2023
June 30,
2023
March 31,
2023
Monthly Active Consumers
6.6
6.5
6.6
6.7
6.4
6.1
6.1
6.1
Subscription Plans
Subscription plans have been impacted by a sequential decline in our subscription plans for Kroger Savings as a result
of reduced marketing spend in relation to that offering, which sunset in July 2024.
As of
(in thousands)
December 31,
2024
September 30,
2024
June 30,
2024
March 31,
2024
December 31,
2023
September 30,
2023
June 30,
2023
March 31,
2023
Subscription plans
684
701
696
778
884
930
969
1,007
Non-GAAP Financial Measures
Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial
performance and are also used for internal planning and forecasting purposes. We believe Adjusted Revenue, Adjusted
EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist
in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition,
these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated
with restructuring related activities. We exclude these costs from revenue because we believe they are not indicative of past
or future underlying performance of the business.
We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and
amortization, and as further adjusted, as applicable, for acquisition related expenses, stock-based compensation expense,
payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss
on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business and other
income or expense, net. These excluded items are either non-cash charges or such that we believe do not represent our
underlying core operating performance and that their exclusion provides investors with a better understanding of the factors
and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted
Revenue.
Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are
presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to
financial information presented in accordance with GAAP. These measures have certain limitations in that they do not
include the impact of certain costs that are reflected in our consolidated statements of operations that are necessary to run
our business. Other companies, including other companies in our industry, may not use these measures or may calculate
these measures differently than as presented in this Annual Report on Form 10-K, limiting their usefulness as comparative
measures.
The following table presents a reconciliation of net income (loss) and revenue, the most directly comparable financial
measures calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively, and presents net
income (loss) margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted
EBITDA Margin:
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Year Ended December 31,
(dollars in thousands)
2024
2023
Net income (loss)
$16,390
$(8,868)
Adjusted to exclude the following:
Interest income
(23,273)
(32,171)
Interest expense
52,922
56,728
Income tax expense (benefit)
15,070
(46,704)
Depreciation and amortization
69,538
107,668
Other expense
2,660
4,008
Loss on extinguishment of debt
2,077
—
Financing related expenses (1)
898
—
Acquisition related expenses (2)
557
1,777
Restructuring related expenses (3)
8,902
27,023
Legal settlement expenses (4)
13,000
100
Stock-based compensation expense
99,026
104,820
Payroll tax expense related to stock-based compensation
2,471
1,693
Loss on operating lease assets (5)
—
1,353
Adjusted EBITDA
$260,238
$217,427
Revenue
$792,324
$750,265
Adjusted to exclude the following:
Client contract termination costs
—
10,000
Adjusted Revenue
$792,324
$760,265
Net income (loss) margin
2.1%
(1.2%)
Adjusted EBITDA Margin
32.8%
28.6%
_____________________________________________________
(1)Financing related expenses include third party fees related to proposed financings.
(2)Acquisition related expenses principally include costs for actual or planned acquisitions including related third party
fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to
employees related to acquisitions and change in fair value of contingent consideration. From time to time,
acquisition related expenses may also include similar transaction related costs for business dispositions.
(3)Restructuring related expenses include costs for various workforce optimization and organizational changes to
better align with our strategic goals and future scale including employee severance and other personnel related
costs, contract termination costs, and losses from the disposal of certain technology and certain capitalized
software.
(4)Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters.
(5)Loss on operating lease assets include losses incurred relating to the abandonment or sublease of certain leased
office spaces.
Components of our Results of Operations
For a description of the components of our results of operations, see Note 2 to our audited consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
Our revenue is primarily derived from prescription transactions revenue that is generated when pharmacies fill
prescriptions for consumers, and from other revenue streams such as pharma manufacturer solutions, our subscription
offerings, and our telehealth services. We consider PBMs, pharmacies, pharma manufacturers and consumers of our
subscription and telehealth services, for which we have direct contractual agreements, to be our primary customers. We
expect pharma manufacturer solutions to continue to grow as a percentage of total revenue in the near to medium term as
we continue to scale and expand available services, capabilities and platforms of our pharma manufacturer solutions
offering. All of our revenue has been generated in the United States.
Prior to December 2023, we provided consumer incentives principally in the form of discounts to a limited number of
consumers on a limited number of prescription drugs for a limited time ("limited marketing promotions"). Consumer discounts
on prescription drugs with partner pharmacies as our customers were recognized as a reduction of prescription transactions
revenue. For consumer discounts on prescription drugs with PBMs as our customers, we evaluate whether such discounts
represent payments to a customer, which are recognized as a reduction of prescription transactions revenue if no distinct
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benefit is received, or whether the discounts relate to limited marketing promotions, which are recognized as sales and
marketing expenses. We consider various factors including whether the discounts are made available for a limited time on a
limited number of prescription drugs, consumer eligibility requirements, whether discounts are targeted towards consumer
transactions with specific partner pharmacies or PBMs, and whether there is involvement or reasonable expectations of our
customers with regards to the discounts. In December 2023, we implemented a change in some aspects of our consumer
incentives program whereby the incentives are no longer limited marketing promotions and we believe our customers can
now reasonably expect to benefit from these incentives. As a result, all consumer discounts subsequent to this change were
and are expected to continue to be recognized as a reduction of prescription transactions revenue.
Results of Operations
The following table sets forth our results of operations for the years ended December 31, 2024 and 2023:
(dollars in thousands)
Year Ended
December
31, 2024
% of Total
Revenue
Year Ended
December
31, 2023
% of Total
Revenue
Change
($)
Change
(%)
Revenue:
Prescription transactions revenue
$577,549
73%
$550,738
73%
$26,811
5%
Subscription revenue
86,536
11%
94,410
13%
(7,874)
(8%)
Pharma manufacturer solutions revenue
107,237
14%
85,065
11%
22,172
26%
Other revenue
21,002
3%
20,052
3%
950
5%
Total revenue
792,324
750,265
Costs and operating expenses:
Cost of revenue, exclusive of
depreciation and amortization
presented separately below
48,215
6%
66,925
9%
(18,710)
(28%)
Product development and technology
123,749
16%
135,836
18%
(12,087)
(9%)
Sales and marketing
367,114
46%
341,328
45%
25,786
8%
General and administrative
117,862
15%
125,515
17%
(7,653)
(6%)
Depreciation and amortization
69,538
9%
107,668
14%
(38,130)
(35%)
Total costs and operating expenses
726,478
777,272
Operating income (loss)
65,846
(27,007)
Other expense, net:
Other expense
(2,660)
—%
(4,008)
1%
1,348
(34%)
Loss on extinguishment of debt
(2,077)
—%
—
0%
(2,077)
n/m
Interest income
23,273
3%
32,171
4%
(8,898)
(28%)
Interest expense
(52,922)
7%
(56,728)
8%
3,806
(7%)
Total other expense, net
(34,386)
(28,565)
Income (loss) before income taxes
31,460
(55,572)
Income tax (expense) benefit
(15,070)
2%
46,704
6%
(61,774)
(132%)
Net income (loss)
$16,390
$(8,868)
Revenue
Prescription transactions revenue increased $26.8 million, or 5%, year-over-year, primarily as a result of a 7% increase
in the number of our average Monthly Active Consumers from organic growth, including expansion of our integrated savings
program, which integrates our discounts and pricing in a seamless experience over the pharmacy counter for eligible plan
members served by certain PBM partners.
Subscription revenue decreased $7.9 million, or 8%, year-over year, primarily driven by a decrease in the number of
subscription plans due to the sunset of Kroger Savings resulting in 684 thousand subscription plans as of December 31,
2024 compared to 884 thousand as of December 31, 2023. Kroger Savings contributed $9.0 million of subscription revenue
in 2023 and $1.1 million in 2024. Given the subscription fee is higher for Gold relative to Kroger Savings, the sunset of
Kroger Savings resulted in a higher year-over-year decline in subscription plans relative to subscription revenue.
Pharma manufacturer solutions revenue increased $22.2 million, or 26%, year-over year, driven by organic growth as
we continued to expand our market penetration with pharma manufacturers and other customers. The prior year included a
$10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our restructuring
activities, which was recognized as a reduction of revenue. vitaCare Prescription Services, Inc., ("vitaCare"), a solution
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impacted by the restructuring, contributed ($2.2) million of net revenue in 2023 (which is net of the $10.0 million contract
termination payment described above) compared to nil in 2024. We expect pharma manufacturer solutions to continue to
grow as a percentage of total revenue in the near to medium term as we continue to scale and expand available services,
capabilities and platforms of our pharma manufacturer solutions offering.
Costs and Operating Expenses
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue is largely driven by the growth of our visitor, subscriber and active consumer base, as well as our
offering mix. Our cost of revenue as a percentage of revenue may vary based on the change in mix of our various offerings.
Cost of revenue decreased $18.7 million, or 28%, year-over-year, primarily driven by a $17.0 million decrease in
outsourced and in-house personnel and other costs related to consumer support and a $5.9 million decrease in allocated
overhead due to lower average headcount, principally as a result of the restructuring of our pharma manufacturer solutions
offering in 2023. The impact from these drivers was partially offset by a $3.8 million increase in processing fees due to
growth in our prescription transactions revenue.
Product development and technology
Product development and technology expenses are primarily driven by changes in headcount and investments to
support and develop our various products. We capitalize certain qualified costs related to the development of internal-use
software, which may cause product development and technology expenses to vary from period to period.
Product development and technology expenses decreased $12.1 million, or 9%, year-over-year, primarily driven by a
$9.4 million decrease in payroll and related costs largely due to higher capitalization of such costs related to the
development of internal-use software and a $8.0 million loss recognized in 2023 on the disposal of certain capitalized
software that were not yet ready for their intended use, principally as a result of the restructuring of our pharma
manufacturer solutions offering. The impact from these drivers was partially offset by a $4.3 million increase in third-party
services and contractors associated with product development and allocated overhead.
Sales and marketing
Sales and marketing expenses are primarily driven by investments to grow and retain our consumer base and may
fluctuate based on the timing of our investments in consumer acquisition and retention. We continuously evaluate the impact
of sales and marketing activities on our business and actively manage our sales and marketing spend, including investment
in consumer acquisition, which is largely variable, as market and business conditions change.
Sales and marketing expenses increased $25.8 million, or 8%, year-over-year primarily driven by a $21.8 million
increase in payroll and related costs, principally due to higher average headcount and higher stock-based compensation
expense, due to a reversal in 2023 of previously recognized stock-based compensation expense as certain performance
milestones were no longer probable of being met in addition to changes in our employee composition. The year-over-year
change was also driven by a $12.6 million increase in advertising expenses, $11.0 million increase in third-party marketing
expenses, and a $5.0 million increase in restructuring related costs. The impact from these drivers was partially offset by a
$27.1 million decrease in promotional expenses substantially in the form of consumer discounts. Beginning in December
2023, consumer discounts have been recognized as a reduction of revenue as a result of a change in some aspects of our
consumer incentives program as described above.
General and administrative
General and administrative expenses are primarily driven by changes in headcount and investments to support our
compliance and reporting obligations as a public company. General and administrative expenses may vary from period to
period based on the timing and extent of business mergers, acquisitions and dispositions, to support our organic growth, and
financing activities. Impairments and disposals of long-lived assets may also cause general and administrative expenses to
fluctuate period to period.
General and administrative expenses decreased $7.7 million, or 6%, year-over-year, primarily driven by a $16.1 million
decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020 and a $3.0 million
decrease in professional fees. The impact from these drivers was partially offset by a net $12.9 million increase in an
estimated loss with respect to ongoing class action litigations.
Depreciation and amortization
Our depreciation and amortization changes are primarily based on changes in our property and equipment, intangible
assets, and capitalized software balances and estimates of useful lives.
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Depreciation and amortization expenses decreased $38.1 million, or 35%, year-over-year, primarily driven by $46.7
million of amortization recognized in 2023 related to certain intangible assets, which had been accelerated in connection
with the restructuring of our pharma manufacturer solutions offering. The impact from this driver was partially offset by higher
amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction
of new products and features.
Other Expense
We recognized other expense of $2.7 million in 2024 related to third-party transaction costs as a result of our debt
refinance in July 2024. For additional information, see Note 12 in the notes to our audited consolidated financial statement
appearing elsewhere in this Annual Report on Form 10-K. We recognized other expense of $4.0 million in 2023 related to an
impairment loss on one of our minority equity interest investments.
Loss on Extinguishment of Debt
We recognized a loss on extinguishment of debt of $2.1 million in 2024 related to the write-off of a portion of existing
unamortized debt issuance costs and discounts as a result of our debt refinance in July 2024. For additional information, see
Note 12 in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-
K.
Interest Income
Interest income decreased by $8.9 million, or 28%, year-over-year, primarily due to lower average balance of cash
equivalents held in U.S. treasury securities money market funds.
Interest Expense
Interest expense decreased by $3.8 million, or 7%, year-over-year, primarily due to lower average debt balances,
partially offset by higher interest rates.
Income Taxes
In 2024, we had an income tax expense of $15.1 million compared to an income tax benefit of $46.7 million in 2023 and
an effective income tax rate of 47.9% and 84.0%, respectively. The year-over-year change in our income taxes was primarily
due to the tax benefit recognized in 2023 from the release of our valuation allowance against our beginning of the year net
deferred tax assets in excess of tax amortizable goodwill. This was partially offset by a decrease in excess tax effects from
equity awards, tax effects from nondeductible officers' compensation and an increase in U.S. federal research and
development tax credits. For information regarding our valuation allowance analysis, see Part II, Item 7, "Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—
Income Taxes—Valuation of Deferred Tax Assets" and Note 11 in the notes to our audited consolidated financial statements
included elsewhere in this Annual Report on Form 10-K.
Liquidity and Capital Resources
Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity
issuances, and borrowings under our long-term debt arrangements. Our principal sources of liquidity are our cash and cash
equivalents and borrowings available under our $100.0 million secured revolving credit facility, of which $12.0 million will
mature on July 11, 2025 and $88.0 million on April 10, 2029. As of December 31, 2024, we had cash and cash equivalents
of $448.3 million and $91.7 million available under our revolving credit facility. For additional information regarding our
revolving credit facility and our term loan, see Note 12 to our audited consolidated financial statements included elsewhere
in this Annual Report on Form 10-K.
Our primary short-term and long-term requirements for liquidity and capital are to finance working capital including our
noncancelable operating lease obligations, interest and principal payments related to our outstanding debt arrangements,
share repurchases, capital expenditures, general corporate purposes, and business acquisitions and investments we may
make from time to time.
Based on our current conditions, we believe that our net cash provided by operating activities and cash on hand will be
adequate to meet our operating, investing and financing needs for at least the next twelve months from the date of the
issuance of our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K. Our future
capital requirements will depend on many factors, including the growth of our business, the timing and extent of investments,
sales and marketing activities, and many other factors as described in Part I, Item 1A, “Risk Factors.” For additional
information regarding our cash requirements from noncancelable operating lease obligations, terms and commitments under
our debt arrangements including our term loan and revolving credit facility, and other commitments and contingencies, see
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Note 10, Note 12 and Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on
Form 10-K, respectively.
If necessary, we may borrow funds under our revolving credit facility to finance our liquidity requirements, subject to
customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we
continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional
indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing
may not be available on favorable terms, or at all. In particular, the current economic uncertainty, including rising inflation
and socio-political events, has resulted in, and may continue to result in, significant disruption of global financial markets,
including rising interest rates, reducing our ability to access capital. If we are unable to raise additional funds when or on the
terms desired, our business, financial condition and results of operations could be adversely affected.
Holding Company Status
GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result,
GoodRx Holdings, Inc. is largely dependent upon cash distributions and other transfers from its subsidiaries to meet its
obligations and to make future dividend payments, if any. Our existing debt arrangements contain covenants restricting
payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met. These covenants
provide for certain exceptions for specific types of payments. Based on these restrictions, all of the net assets of GoodRx,
Inc. were restricted pursuant to the terms of our debt arrangements as of December 31, 2024. Since the restricted net
assets of GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X,
refer to Note 18 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for
condensed parent company financial information of GoodRx Holdings, Inc.
Cash Flows
Year Ended December 31,
(in thousands)
2024
2023
Net cash provided by operating activities
$183,892
$138,292
Net cash used in investing activities
(70,347)
(55,766)
Net cash used in financing activities
(337,495)
(167,395)
Net change in cash and cash equivalents
$(223,950)
$(84,869)
Net cash provided by operating activities
Net cash provided by operating activities consists of net income (loss) adjusted for certain non-cash items and changes
in assets and liabilities. The $45.6 million year-over-year increase in net cash provided by operations was due to an increase
in earnings after adjusting for non-cash adjustments and a decrease of $24.0 million in cash outflow from changes in
operating assets and liabilities. The changes in operating assets and liabilities were primarily driven by the timing of income
tax payments and refunds, as well as by the timing of payments of accounts payable and collections of accounts receivable.
Net cash used in investing activities
Net cash used in investing activities primarily consists of cash used for software development costs and capital
expenditures, and may also include cash used for acquisitions and investments that we may make from time to time. The
$14.6 million increase in net cash used in investing activities was primarily driven by a $14.4 million increase in capitalization
of certain qualified costs related to the development of internal-use software.
Net cash used in financing activities
Net cash used in financing activities primarily consists of payments related to our debt arrangements, repurchases of
our Class A common stock, and net share settlement of equity awards, partially offset by debt borrowings, and proceeds
from exercise of stock options as well as our employee stock purchase plan. The $170.1 million year-over-year increase in
net cash used in financing activities was primarily driven by an increase of $161.7 million of net repayments on our term loan
as a result of our debt refinance in July 2024 and a $54.9 million increase in payments for repurchases of our Class A
common stock. The impact from these drivers was partially offset by a $35.7 million decrease in employee taxes paid related
to net share settlement of equity awards and a $13.1 million increase in proceeds from exercise of stock options.
Recent Accounting Pronouncements
See Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for
further information on certain accounting standards adopted in 2024 and recent accounting announcements that have not
yet been required to be implemented and may be applicable to our future operations.
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Critical Accounting Policies and Estimates
Our audited consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on
Form 10-K are prepared in accordance with GAAP. The preparation of consolidated financial statements also requires us to
make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and
related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results could differ significantly from our estimates. An accounting policy is
deemed critical if it is both important to the portrayal of our financial condition and results and requires us to make difficult,
subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are
inherently uncertain. An accounting estimate is deemed critical where the nature of the estimate is material due to the levels
of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to
change, and the impact of the estimate on our financial condition or operating performance is material. We believe that the
accounting policies described below involve a significant degree of judgment and complexity. Accordingly, we believe these
are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of
operations. For further information of the below critical accounting policies and estimates and our other significant
accounting policies, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.
Revenue Recognition
Revenue recognition represents an important accounting policy to the understanding of our financial condition and
results of operations. Our revenue recognition does not involve any critical accounting estimates. For information regarding
our revenue recognition accounting policy, see Note 2 to our audited consolidated financial statements included elsewhere
in this Annual Report on Form 10-K.
Business Combinations
We recognize tangible and intangible assets acquired and liabilities assumed in a business combination at fair value at
the acquisition date in accordance with Accounting Standards Codification 805, Business Combinations. Any excess
consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Contingent
consideration arising from a business combination, if any, is included as part of purchase consideration and recognized at
fair value as of the acquisition date. Contingent consideration arrangements are remeasured to fair value at each reporting
period subsequent to the acquisition date until the contingency is resolved.
The valuations of intangible assets and contingent consideration use different valuation methods depending on the
asset acquired and underlying nature of the contingency and may include significant estimates and judgments.
During 2022, we acquired vitaCare Prescription Services, Inc. ("vitaCare") and our critical accounting estimates at the
date of acquisition related to assumptions used in the valuation of developed technology and customer relationships
intangible assets and the contingent consideration receivable.
The fair values of the developed technology and customer relationships were estimated using a discounted cash flow
method and the fair value of the contingent consideration receivable at the acquisition date was based on the present value
of the expected future annual minimum guaranteed payments in excess of the estimated fair value of the pharmacy services
expected to be provided to the seller.
These methods included various assumptions and estimates including revenue and margin forecasts, our ability to
renew contracts in a competitive bidding process and the necessary resources and investments to support these contracts,
the seller's ability to continue to order such services given the seller's liquidity position, and discount rates. The discount
rates reflected the perceived risk of each forecast, which required significant judgment. A change in the estimated risk of the
cash flows would have changed the discount rates applied, which in turn could have significantly affected the valuation of
our acquired developed technology, customer relationships intangible assets, and the contingent consideration receivable.
The contingency associated with the vitaCare contingent consideration receivable was resolved during 2022 which
reduced its fair value to nil.
There were no business acquisitions during 2023 or 2024.
Income Taxes—Valuation of Deferred Tax Assets
Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years.
Such assets arise because of temporary differences between the financial reporting and tax basis of assets and liabilities, as
well as from net operating losses and tax credits. We evaluate the recoverability of deferred tax assets by assessing all
available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation
allowance for deferred tax assets is needed. A valuation allowance is established if it is more likely than not that all or a
portion of deferred tax assets will not be realized. The determination of whether a valuation allowance should be
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established, as well as the amount of such allowance, requires significant judgment and estimates, including estimates of
future earnings. Accordingly, the valuation of our net deferred tax assets is a critical accounting estimate.
In evaluating the realizability of our net deferred tax assets, we perform an assessment each reporting period of both
positive and negative evidence. As of December 31, 2022, we maintained a full valuation allowance against our net deferred
tax assets in excess of amortizable goodwill as the objectively verifiable negative evidence outweighed the positive
evidence. We determined it was more likely than not that our deferred tax assets would not be realized. In 2023, our
determination changed, as the objectively verifiable positive evidence outweighed the negative evidence. Positive evidence
reviewed included sustained tax profitability (pre-tax earnings or losses adjusted for permanent book to tax differences),
which was objective and verifiable, and anticipated future earnings. The sustained trend of tax profitability realized began in
2022 and has continued through the end of 2023. Additional positive evidence reviewed included (i) stock options granted
that will expire 10 years from the date of grant if unexercised; and (ii) an indefinite carryforward period for certain deferred
tax assets. Although we still have a significant number of outstanding stock options granted prior to our IPO available to be
exercised in future tax periods, which may generate incremental excess tax benefits if they are exercised, the degree of
excess tax benefits that will be realized in the future will depend on many factors outside of our control, including the closing
prices of our Class A common stock in the future and stock option exercises being initiated by employees. Further, we have
granted additional equity awards to our employees since our IPO at various closing prices of our Class A common stock
which when vested or exercised, could offset, partially offset or supplement the incremental excess tax benefits to be
realized from the exercise of stock options granted prior to our IPO in future tax periods. The positive evidence described
above continued to hold through the end of 2024.
We apply judgment to consider the relative impact of negative and positive evidence and the weight given to negative
and positive evidence is commensurate with the extent to which such evidence can be objectively verified. Based on our
evaluation of all available positive and negative evidence, and by placing greater weight on the sustained tax profitability
achieved since 2022, which was objectively verifiable, and anticipated future earnings, we believed that a valuation
allowance against the majority of our net deferred tax assets was no longer required and released $54.6 million of our
valuation allowance as an income tax benefit during 2023. As of December 31, 2024 and 2023, we continued to believe that
our net deferred taxes with the exception of certain standalone tax filings' net deferred tax assets would be realized. Our
judgment regarding the need for a valuation allowance may reasonably change in future reporting periods due to many
factors, including changes in the level of tax profitability that we achieve, changes in tax laws or regulations, and price
fluctuations of our Class A common stock and its related future tax effects from our outstanding equity awards.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We only have operations within the United States and therefore do not have any foreign currency exposure. We are
exposed to market risks in the ordinary course of our business, including the effects of interest rate changes.
Interest Rate Risk
Our exposures to market risk for changes in interest rates relate primarily to our debt arrangements which bears floating
interest rates and a rising interest rate environment will increase the amount of interest paid on these loans. A hypothetical
100 basis point increase in interest rates would have increased our interest expense by $5.3 million for the year ended
December 31, 2024.
Impact of Inflation
We do not believe that inflation has had a material effect on our business, results of operations or financial condition.
Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such
higher costs. Our inability or failure to do so could harm our business, financial condition and results of operations.
Item 8. Financial Statements and Supplementary Data.
The financial statements required to be filed pursuant to this Item 8 are appended to this report. An index of those
financial statements is found in Item 15 of Part IV of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply judgment in evaluating the benefits of possible controls and
procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of
the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal
executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and
procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we
file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in
SEC rules and forms, and that such information is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required
disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial
statements for external purposes in accordance with GAAP.
Under the supervision and with the participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of
December 31, 2024 based on the framework set forth in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework set forth in Internal Control – Integrated Framework (2013), our
management concluded that our internal control over financial reporting was effective as of December 31, 2024.
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The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Part IV,
Item 15 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the three months ended December 31, 2024 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
During the three months ended December 31, 2024, other than as described below for Trevor Bezdek and Douglas
Hirsch, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted, modified or terminated any
contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative
defense conditions of Rule 10b5-1(c) of the Exchange Act (a "Rule 10b5-1 Trading Plan") or any "non-Rule 10b5-1 trading
arrangement" (as defined in Item 408(c) of Regulation S-K of the Exchange Act).
On December 16, 2024, Trevor Bezdek, our Co-Chairman and a director, and a grantor retained annuity trust, of which
Mr. Bezdek is the sole trustee and annuitant, early terminated their existing Rule 10b5-1 Trading Plan initially adopted on
June 7, 2024 for the sale of 5,391,994 shares of our Class A common stock, that was otherwise expected to remain in effect
until the earlier of (i) June 6, 2025, (ii) the date on which all trades set forth in such plan had been executed, or (iii) such time
as it was otherwise terminated according to its terms.
On December 16, 2024, Douglas Hirsch, a director, and a grantor retained annuity trust, of which Mr. Hirsch is the sole
trustee and annuitant, early terminated their existing Rule 10b5-1 Trading Plan initially adopted on June 7, 2024 for the sale
of 5,391,994 shares of our Class A common stock, that was otherwise expected to remain in effect until the earlier of (i) June
6, 2025, (ii) the date on which all trades set forth in such plan had been executed, or (iii) such time as it was otherwise
terminated according to its terms.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following information with respect to our Board and executive officers is presented as of February 27, 2025:
Name
Age
Position at GoodRx
Principal Employment
Wendy Barnes
52
Chief Executive Officer, President & Director
Same
Christopher McGinnis
53
Chief Financial Officer & Treasurer
Same
Romin Nabiey
38
Chief Accounting Officer
Same
Trevor Bezdek
47
Co-Chairman & Director
Same
Scott Wagner
54
Co-Chairman & Director
—
Christopher Adams
45
Director
Partner at Francisco Partners
Management, L.P.
Ronald E. Bruehlman
64
Director
Chief Financial Officer of IQVIA Holdings
Inc.
Ian T. Clark
64
Director
Public Company Director
Dipanjan Deb
55
Director
Co-founder and Chief Executive Officer of
Francisco Partners Management, L.P.
Douglas Hirsch
54
Director
—
Kelly J. Kennedy
56
Director
Chief Financial Officer of Willow
Innovations
Gregory Mondre
50
Director
Co-Chief Executive Officer of Silver Lake
Agnes Rey-Giraud
60
Director
Founder and Chairman of Acera Surgical
Inc.
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual
Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual
Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual
Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual
Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
Item 14. Principal Accountant Fees and Services.
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual
Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.
69
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
Our consolidated financial statements are included in this Annual Report on Form 10-K beginning on page F-1.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material or because the
information required is already included in the consolidated financial statements or the notes thereto.
(a)(3) Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in
each case as indicated below.
Exhibit
Number
Exhibit Description
Incorporated by Reference
Filed/
Furnished
Herewith
Form
File No.
Exhibit
Filing
Date
3.1
8-K
001-39549
3.1
9/28/20
3.2
8-K
001-39549
3.2
9/28/20
4.1
S-1
333-248465
4.1
8/28/20
4.2
S-8
333-249069
4.4
9/25/20
4.3
10-K
001-39549
4.3
2/29/24
4.4
S-1
333-248465
4.2
8/28/20
4.5
8-K
001-39549
10.1
9/28/20
4.6
S-1
333-248465
4.4
8/28/20
10.1†
S-1/A
333-248465
10.1
9/14/20
10.2†
10-Q
001-39549
10.2
11/12/20
10.3†
S-1/A
333-248465
10.3
9/14/20
10.3.1†
S-1/A
333-248465
10.3.1
9/14/20
10.3.2†
S-1/A
333-248465
10.3.2
9/14/20
10.3.3†
10-Q
001-39549
10.1
5/13/21
70
Table of Contents
10.4†
S-1/A
333-248465
10.4
9/14/20
10.5.1†
8-K
001-39549
10.2
4/25/23
10.5.2†
8-K
001-39549
10.1
10/28/24
10.6.1+
S-1/A
333-248465
10.13
8/28/20
10.6.2+
S-1/A
333-248465
10.16
8/28/20
10.6.3+
S-1/A
333-248465
10.17
8/28/20
10.6.4+
S-1/A
333-248465
10.14
8/28/20
10.6.5+
S-1/A
333-248465
10.15
8/28/20
10.6.6+
10-Q
001-39549
10.5
8/9/23
10.6.7+
10-Q
001-39549
10.6
8/9/23
10.6.8+
8-K
001-39549
10.1
2/26/24
10.6.9+
8-K
001-39549
10.1
7/11/24
10.7.1^+
S-1/A
333-248465
10.19
8/28/20
10.7.2^
10-Q
001-39549
10.1
8/12/21
71
Table of Contents
10.7.3^+
10-Q
001-39549
10.2
8/12/21
10.7.4
10-Q
001-39549
10.1
5/10/22
10.7.5
10-Q
001-39549
10.1
5/9/24
10.8†
10-K
001-39549
10.19
3/1/23
10.9.1†+
8-K
001-39549
10.1
4/25/23
10.9.2†
8-K
001-39549
10.1
3/14/24
10.10.1†
8-K
001-39549
10.1
3/7/24
10.10.2†
*
10.11†
8-K
001-39549
10.1
12/16/24
10.12†
10-K
001-39549
10.18
2/29/24
10.12.1†
10-K
001-39549
10.18.1
2/29/24
10.12.2†
10-K
001-39549
10.18.2
2/29/24
10.12.3†
10-Q
001-39549
10.1
8/8/24
10.12.4†
10-Q
001-39549
10.2
8/8/24
10.13†
8-K
001-39549
10.1
2/5/25
10.14.1†
8-K
001-39549
10.1
5/9/22
10.14.2†
8-K
001-39549
10.1
6/2/23
10.14.3†
8-K
001-39549
10.2
2/26/24
19.1
*
72
Table of Contents
21.1
*
23.1
*
31.1
*
31.2
*
32.1
**
32.2
**
97.1†
10-K
001-39549
97.1
2/29/24
101.INS
Inline XBRL Instance Document – the
instance document does not appear in
the Interactive Data File because its
XBRL tags are embedded within the
Inline XBRL document
*
101.SCH
Inline XBRL Taxonomy Extension
Schema Document
*
101.CAL
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
*
101.LAB
Inline XBRL Taxonomy Extension Label
Linkbase Document
*
101.PRE
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
*
101.DEF
Inline XBRL Taxonomy Extension
Definition Linkbase Document
*
104
Cover Page Interactive Data File
(formatted as Inline XBRL and
contained in Exhibit 101)
*
_____________________________________________________
* Filed herewith.
** Furnished herewith.
† Indicates management contract or compensatory plan.
^ Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is
treated as confidential by the Company.
+ The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5)(b)(2) of
Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to
the SEC upon request.
73
Table of Contents
Item 16. Form 10-K Summary.
None.
74
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GOODRX HOLDINGS, INC.
Date: February 27, 2025
By:
/s/ Christopher McGinnis
Christopher McGinnis
Chief Financial Officer & Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ Wendy Barnes
Chief Executive Officer, President & Director
February 27, 2025
Wendy Barnes
(Principal Executive Officer)
/s/ Christopher McGinnis
Chief Financial Officer & Treasurer
February 27, 2025
Christopher McGinnis
(Principal Financial Officer)
/s/ Romin Nabiey
Chief Accounting Officer
February 27, 2025
Romin Nabiey
(Principal Accounting Officer)
/s/ Trevor Bezdek
Co-Chairman & Director
February 27, 2025
Trevor Bezdek
/s/ Scott Wagner
Co-Chairman & Director
February 27, 2025
Scott Wagner
/s/ Christopher Adams
Director
February 27, 2025
Christopher Adams
/s/ Ronald E. Bruehlman
Director
February 27, 2025
Ronald E. Bruehlman
/s/ Ian T. Clark
Director
February 27, 2025
Ian T. Clark
/s/ Dipanjan Deb
Director
February 27, 2025
Dipanjan Deb
/s/ Douglas Hirsch
Director
February 27, 2025
Douglas Hirsch
/s/ Kelly J. Kennedy
Director
February 27, 2025
Kelly J. Kennedy
/s/ Gregory Mondre
Director
February 27, 2025
Gregory Mondre
/s/ Agnes Rey-Giraud
Director
February 27, 2025
Agnes Rey-Giraud
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of GoodRx Holdings, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of GoodRx Holdings, Inc. and its subsidiaries (the
"Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of stockholders’
equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes
(collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control
over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted
in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility
is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to
accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging,
F-2
Table of Contents
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Prescription Transactions Revenue Generated from PBMs and Direct Contracts with Partner
Pharmacies and Pharma Manufacturer Solutions Revenue Generated from Advertising Arrangements
As described in Note 2 to the consolidated financial statements, prescription transactions revenue is primarily generated
from pharmacy benefit managers (“PBMs”), or customers, when a prescription is filled with the Company’s code provided
through the Company’s platform. The Company has entered into direct contractual agreements with select pharmacies
("partner pharmacies"), that provide consumers access to prescription pricing negotiated directly with the partner
pharmacies through the Company’s platform. The Company recognizes revenue at the point in time when a prescription is
filled. Pharma manufacturer solutions revenue consists primarily of advertisements purchased by pharma manufacturers
and other customers that appear on the Company’s apps and websites. Revenue for advertisements based on a fixed fee
for a specified period of time is recognized ratably over the term of the arrangement. Customers may also purchase
advertisements where the Company charges fees on a cost-per-click basis, advertisements placed in the Company’s direct
mailers, or other content used in advertising. Revenue for these arrangements is recognized at a point in time when the
advertisements are clicked, when the direct mailers are shipped or when other content used in advertising is delivered,
respectively. For the year ended December 31, 2024, prescription transactions revenue was $577.5 million, of which a
majority relates to revenue generated from PBMs and partner pharmacies, and pharma manufacturer solutions revenue was
$107.2 million, of which a majority relates to revenue generated from advertising arrangements.
The principal consideration for our determination that performing procedures relating to revenue recognition for
prescription transactions revenue generated from PBMs and partner pharmacies and pharma manufacturer solutions
revenue generated from advertising arrangements is a critical audit matter is a high degree of auditor effort in performing
procedures relating to the Company’s revenue recognition for these revenue streams.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls
relating to the revenue recognition process for prescription transactions revenue generated from PBMs and partner
pharmacies and pharma manufacturer solutions revenue generated from advertising arrangements. These procedures also
included, among others (i) evaluating, on a sample basis, the appropriateness of revenue recognized for prescription
transactions revenue generated from PBMs and partner pharmacies, and pharma manufacturer solutions revenue
generated from advertising arrangements by obtaining and inspecting source documents, such as contracts, customer
invoices, and cash receipts from customers and (ii) confirming, on a sample basis, outstanding customer invoice balances
as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as
contracts, customer invoices, and subsequent cash receipts from customers.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 27, 2025
We have served as the Company’s auditor since 2018.
F-3
Table of Contents
GoodRx Holdings, Inc.
Consolidated Balance Sheets
(in thousands, except par values)
December 31, 2024
December 31, 2023
Assets
Current assets
Cash and cash equivalents
$448,346
$672,296
Accounts receivable, net
145,934
143,608
Prepaid expenses and other current assets
64,975
56,886
Total current assets
659,255
872,790
Property and equipment, net
12,664
15,932
Goodwill
410,769
410,769
Intangible assets, net
52,102
60,898
Capitalized software, net
124,781
95,439
Operating lease right-of-use assets, net
27,794
29,929
Deferred tax assets, net
77,182
65,268
Other assets
23,520
37,775
Total assets
$1,388,067
$1,588,800
Liabilities and stockholders' equity
Current liabilities
Accounts payable
$14,137
$36,266
Accrued expenses and other current liabilities
99,130
71,329
Current portion of debt
5,000
8,787
Operating lease liabilities, current
5,636
6,177
Total current liabilities
123,903
122,559
Debt, net
486,711
647,703
Operating lease liabilities, net of current portion
46,040
48,403
Other liabilities
6,755
8,177
Total liabilities
663,409
826,842
Commitments and contingencies (Note 13)
Stockholders' equity
Preferred stock, $0.0001 par value; 50,000 shares authorized and nil shares
issued and outstanding at December 31, 2024 and December 31, 2023
—
—
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized,
105,946 and 92,355 shares issued and outstanding at December 31, 2024
and December 31, 2023, respectively; and Class B: 1,000,000 shares
authorized, 276,869 and 301,732 shares issued and outstanding at
December 31, 2024 and December 31, 2023, respectively
38
40
Additional paid-in capital
2,165,633
2,219,321
Accumulated deficit
(1,441,013)
(1,457,403)
Total stockholders' equity
724,658
761,958
Total liabilities and stockholders' equity
$1,388,067
$1,588,800
See accompanying notes to consolidated financial statements.
F-4
Table of Contents
GoodRx Holdings, Inc.
Consolidated Statements of Operations
Year Ended December 31,
(in thousands, except per share amounts)
2024
2023
2022
Revenue
$792,324
$750,265
$766,554
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization
presented separately below
48,215
66,925
65,079
Product development and technology
123,749
135,836
143,137
Sales and marketing
367,114
341,328
357,631
General and administrative
117,862
125,515
144,792
Depreciation and amortization
69,538
107,668
54,177
Total costs and operating expenses
726,478
777,272
764,816
Operating income (loss)
65,846
(27,007)
1,738
Other expense, net:
Other expense
(2,660)
(4,008)
—
Loss on extinguishment of debt
(2,077)
—
—
Interest income
23,273
32,171
9,274
Interest expense
(52,922)
(56,728)
(34,243)
Total other expense, net
(34,386)
(28,565)
(24,969)
Income (loss) before income taxes
31,460
(55,572)
(23,231)
Income tax (expense) benefit
(15,070)
46,704
(9,597)
Net income (loss)
$16,390
$(8,868)
$(32,828)
Earnings (loss) per share:
Basic
$0.04
$(0.02)
$(0.08)
Diluted
$0.04
$(0.02)
$(0.08)
Weighted average shares used in computing earnings (loss) per
share:
Basic
385,737
410,315
412,858
Diluted
392,172
410,315
412,858
Stock-based compensation included in costs and operating
expenses:
Cost of revenue
$320
$610
$359
Product development and technology
24,649
30,096
35,190
Sales and marketing
33,374
20,311
21,036
General and administrative
40,683
53,803
63,649
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
GoodRx Holdings, Inc.
Consolidated Statements of Stockholders’ Equity
Class A and Class B
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Total
Stockholders'
Equity
(in thousands)
Shares
Amount
Balance at December 31, 2021
400,562
$40
$2,247,347
$(1,415,707)
$831,680
Stock options exercised
2,192
—
9,128
—
9,128
Stock-based compensation
—
—
129,203
—
129,203
Vesting and settlement of restricted stock units
4,717
—
—
—
—
Common stock withheld related to net share settlement
(1,990)
—
(20,635)
—
(20,635)
Repurchases of Class A common stock
(8,456)
—
(101,721)
—
(101,721)
Net loss
—
—
—
(32,828)
(32,828)
Balance at December 31, 2022
397,025
$40
$2,263,322
$(1,448,535)
$814,827
Stock options exercised
1,828
—
6,288
—
6,288
Stock-based compensation
—
—
117,964
—
117,964
Vesting and settlement of restricted stock units
25,008
3
—
—
3
Common stock withheld related to net share settlement
(11,661)
(1)
(65,671)
—
(65,672)
Repurchases of Class A common stock (1)
(18,433)
(2)
(103,972)
—
(103,974)
Issuance of common stock through employee stock purchase plan
320
—
1,390
—
1,390
Net loss
—
—
—
(8,868)
(8,868)
Balance at December 31, 2023
394,087
$40
$2,219,321
$(1,457,403)
$761,958
Stock options exercised
3,287
—
18,887
—
18,887
Stock-based compensation
—
—
115,150
—
115,150
Vesting and settlement of restricted stock units
11,452
—
—
—
—
Common stock withheld related to net share settlement
(4,336)
—
(29,789)
—
(29,789)
Repurchases of Class A common stock (1)
(22,085)
(2)
(159,702)
—
(159,704)
Issuance of common stock through employee stock purchase plan
410
—
1,766
—
1,766
Net income
—
—
—
16,390
16,390
Balance at December 31, 2024
382,815
$38
$2,165,633
$(1,441,013)
$724,658
_____________________________________________________
(1)Repurchases of Class A common stock for the year ended December 31, 2024 and 2023 include 20.9 million and 12.0 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 $151.4 million and $65.9 million, respectively. See "Note 14. Stockholders' Equity" for additional information.
See accompanying notes to consolidated financial statements.
F-6
Table of Contents
GoodRx Holdings, Inc.
Consolidated Statements of Cash Flows
Year Ended December 31,
(in thousands)
2024
2023
2022
Cash flows from operating activities
Net income (loss)
$16,390
$(8,868)
$(32,828)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization
69,538
107,668
54,177
Loss on extinguishment of debt
2,077
—
—
Amortization of debt issuance costs
2,497
3,382
3,413
Non-cash operating lease expense
4,184
4,104
3,349
Stock-based compensation expense
99,026
104,820
120,234
Change in fair value of contingent consideration
—
—
18,057
Deferred income taxes
(11,914)
(65,562)
(497)
Gain on sale of business
—
—
(11,404)
Loss on operating lease assets
—
1,353
12,569
Loss on disposal of capitalized software
—
7,975
—
Loss on minority equity interest investment
—
4,008
—
Other
—
1,348
—
Changes in operating assets and liabilities, net of effects of business
acquisitions
Accounts receivable
(2,326)
(26,467)
1,375
Prepaid expenses and other assets
6,327
(32,162)
(13,644)
Accounts payable
(21,241)
17,456
(874)
Accrued expenses and other current liabilities
25,709
21,253
(5,268)
Operating lease liabilities
(4,953)
(2,930)
(4,004)
Other liabilities
(1,422)
914
2,125
Net cash provided by operating activities
183,892
138,292
146,780
Cash flows from investing activities
Purchase of property and equipment
(1,240)
(1,043)
(3,967)
Acquisitions, net of cash acquired
—
—
(156,853)
Capitalized software
(69,107)
(54,723)
(51,247)
Investment in minority equity interest
—
—
(15,007)
Proceeds from sale of business
—
—
16,576
Net cash used in investing activities
(70,347)
(55,766)
(210,498)
Cash flows from financing activities
Proceeds from long-term debt
472,033
—
—
Payments on long-term debt
(639,038)
(5,271)
(7,029)
Payments of debt issuance costs
(2,673)
—
—
Repurchases of Class A common stock (1)
(158,845)
(103,974)
(101,721)
Proceeds from exercise of stock options
19,046
5,941
9,159
Employee taxes paid related to net share settlement of equity awards
(29,784)
(65,481)
(20,635)
Proceeds from employee stock purchase plan
1,766
1,390
—
Net cash used in financing activities
(337,495)
(167,395)
(120,226)
Net change in cash and cash equivalents
(223,950)
(84,869)
(183,944)
Cash and cash equivalents
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Beginning of period
672,296
757,165
941,109
End of period
$448,346
$672,296
$757,165
Supplemental disclosure of cash flow information
Income tax paid, net
$23,623
$17,243
$4,356
Interest paid
55,099
48,799
30,702
Non cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease
liabilities
2,049
52
22,491
Stock-based compensation included in capitalized software
16,124
13,144
8,969
Capitalized software included in accounts payable and accrued
expenses and other current liabilities
8,118
7,826
4,176
Capitalized software transferred from prepaid assets
—
5,751
—
_____________________________________________________
(1)Repurchases of Class A common stock for the year ended December 31, 2024 and 2023 include 20.9 million and
12.0 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 $151.4 million,
and $65.9 million, respectively. See "Note 14. Stockholders' Equity" for additional information.
See accompanying notes to consolidated financial statements.
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GoodRx Holdings, Inc.
Notes to Consolidated Financial Statements
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, pharmaceutical ("pharma")
manufacturer solutions and telehealth services.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles
generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange
Commission. Other than net income or net loss, we do not have any other elements of comprehensive income or loss.
Principles of Consolidation
The consolidated financial statements include the financial statements of GoodRx Holdings, Inc., its wholly-owned
subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. Intercompany balances and
transactions have been eliminated in consolidation. The results of operations and financial position of the VIEs are not
material to our consolidated financial statements. Results of businesses acquired are included in our consolidated financial
statements from their respective dates of acquisition.
Segment Reporting and Geographic Information
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. During the years ended December 31, 2024, 2023 and 2022, all of our revenue was from customers located in the
United States. Our CODM is our principal executive officer, who is our Chief Executive Officer and President, the role
previously held by our Interim Chief Executive Officer and before that, one of our Co-Chief Executive Officers. 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 are
reviewed by our CODM on a consolidated basis as presented in the accompanying consolidated statements of operations.
At December 31, 2024 and 2023, all of our right-of-use assets and property and equipment were in the United States.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates
and assumptions that affect the amounts reported in the 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.
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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 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 the year ended December 31, 2024, no customer
accounted for more than 10% of our revenue. For the years ended December 31, 2023 and 2022, one customer accounted
for 13% of our revenue. At December 31, 2024 and 2023, no customer accounted for more than 10% of our accounts
receivable balance.
Cash and Cash Equivalents
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 deposits are all in financial institutions in the United States. Cash and cash
equivalents consist primarily of U.S. treasury securities money market funds held with an investment bank and cash on
deposit.
Cash equivalents, consisting of U.S. treasury securities money market funds, of $405.0 million and $605.5 million at
December 31, 2024 and 2023, respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted
market prices in active markets.
Accounts Receivable and Allowance for Expected Credit Losses
Accounts receivable are recognized at the amounts due from various customers, net of allowance for expected credit
losses. We estimate our expected credit losses based on factors including known facts and circumstances, historical
experience, reasonable and supportable forecasts of economic conditions, and the age of the uncollected balances. We
write off the asset when it is determined to be uncollectible. As of December 31, 2024 and 2023, the allowance for credit
losses was not material.
Property and Equipment
Property and equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-
line method over the estimated useful lives of the assets, which are five years for furniture and fixtures and three years for
computer equipment. Leasehold improvements are depreciated on the straight-line basis over the shorter of the life of the
asset or the remaining lease term. Expenditures for repairs and maintenance are charged to general and administrative
expenses as incurred.
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. Due to
indicators of a decline in the financial condition of one of our investees, we recognized an impairment loss of $4.0 million on
one of our minority equity interest investments during the year ended December 31, 2023 which was presented as other
expense on the consolidated statement of operations for the year then ended. We otherwise have not recognized any other
impairment losses or changes resulting from observable price changes during the years ended December 31, 2024, 2023
and 2022. Equity investments included in other assets in the consolidated balance sheets was $15.0 million as of
December 31, 2024 and 2023.
Business Combinations
The results of businesses acquired in a business combination are included in the consolidated financial statements from
the date of acquisition. Acquisition accounting results in assets and liabilities of an acquired business being recognized at
their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and
liabilities assumed is recognized as goodwill.
We perform valuation of assets acquired and liabilities assumed for an acquisition and allocate the purchase price to its
respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires
management to use significant judgment and estimates including the selection of valuation methodologies, comparable
guideline public companies, and Level 3 inputs in the fair value hierarchy such as forecasts of revenue and margins and
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estimates of royalty and discount rates, as applicable. We may engage the assistance of valuation specialists in concluding
on fair value measurements of certain assets acquired or liabilities assumed in a business combination. During the
measurement period, which shall not exceed one year from the acquisition date, we may adjust provisional amounts
recognized for assets acquired and liabilities assumed to reflect new information subsequently obtained regarding facts and
circumstances that existed as of the acquisition date.
Certain acquisitions contain provisions for contingent consideration to be transferred or received based on the post-
acquisition results of the acquired businesses. The acquisition date estimated fair value of contingent consideration
associated with business combinations is based on the amount of the consideration expected to be transferred or received
using significant inputs that are not observable in the market (Level 3 inputs). Contingent consideration is remeasured to its
estimated fair value on a recurring basis. Changes in the estimated fair value of contingent consideration, if any, is
recognized within general and administrative expenses in the consolidated statements of operations.
Transaction costs associated with business combinations are expensed as incurred and are included in general and
administrative expenses in the consolidated statements of operations.
Goodwill
Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired
and liabilities assumed in a business combination. We had one reporting unit during 2024, 2023 and 2022. We review
goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the
carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, we may first perform an optional
qualitative assessment. If we determine it is not more likely than not our reporting unit’s fair value is less than its carrying
value, then no further analysis is necessary. If we determine that it is more likely than not that the fair value of our reporting
unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative
impairment test, if the carrying amount of our reporting unit exceeds its fair value, we will recognize an impairment loss in an
amount equal to that excess but limited to the total amount of goodwill. No impairments were recognized in 2024, 2023 or
2022. Gains and losses on the disposition of a business, which are recognized in general and administrative expenses in the
consolidated statements of operations, include the carrying amount of goodwill related to the business disposed. When a
portion of a reporting unit that constitutes a business is to be disposed of, the amount of goodwill to be included in that
carrying amount is determined based on the relative fair values of the business disposed and the portion of the reporting unit
that will be retained.
Intangible Assets
Intangible assets reflect the value of customer relationships, developed technology, trademarks, content library and
backlog recognized in connection with our acquisitions. Purchased intangible assets are recognized at their acquisition date
fair value, less accumulated amortization. We determine the appropriate useful life of intangible assets by performing an
analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives on a
straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed, which is
reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has
occurred. In such event, we will adjust the estimated useful life and amortize the carrying value prospectively over the
adjusted remaining useful life.
Capitalized Software Costs
We account for our internal-use software costs in accordance with ASC 350-40, Internal-Use Software. Capitalization of
internal-use costs begins when the preliminary project stage is complete, management with the relevant authority authorizes
and commits to funding the project, it is probable that the project will be completed, and the software will be used for the
function intended. Capitalization of these costs ceases once the project is substantially complete and the software is ready
for its intended purpose. Costs for post-configuration training, maintenance and minor modifications or enhancements are
included in product development and technology expenses in the consolidated statements of operations as incurred.
Capitalized internal-use costs are amortized on a straight-line basis over their estimated useful life of three years, which is
reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has
occurred. In such event, we will adjust the estimated useful life and amortize the carrying value prospectively over the
adjusted remaining useful life.
Leases
We account for leases in accordance with ASC 842, Leases. We have elected to account for lease and non-lease
components as a single lease component and also elected not to recognize operating lease right-of-use assets and
operating lease liabilities for leases with an initial term of twelve months or less. Lease payments for short-term leases are
recognized as lease expense on a straight-line basis over the lease term.
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We determine if a contract is, or contains, a lease at inception. All of our leases are operating leases. Right-of-use
assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments,
less any tenant improvement allowance incentives when it is reasonably certain they will be received, over the lease term
discounted using our incremental borrowing rate. As none of our leases provide an implicit rate, the incremental borrowing
rate used is estimated based on what we would be required to pay for a collateralized loan over a similar term as the lease.
Lease payments include fixed payments and variable payments based on an index or rate, if any, and are recognized as
lease expense on a straight-line basis over the term of the lease. Variable lease payments not based on a rate or index are
expensed as incurred. The lease term includes options to extend or terminate the lease when it is reasonably certain they
will be exercised. Certain of our leases contain renewal options for periods of up to ten years and early termination options
by up to two years, at our election. We have not recognized any renewal or early termination options in our estimate of the
lease term as they are not reasonably certain of exercise. Right-of-use assets are evaluated for impairment in accordance
with ASC 360, Property, Plant, and Equipment, when events or changes in circumstances indicate that their carrying values
may not be recoverable. After a right-of-use asset is impaired, the remaining carrying value of the right-of-use asset is de-
linked from the lease liability and amortized on a straight-line basis over the remaining lease term. The lease liability
continues to be amortized using the same effective interest method as before the impairment. Thus, after impairment, the
operating lease no longer qualifies for the straight-line treatment of total lease expense.
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. In 2022, we
recognized an impairment loss of $11.3 million within general and administrative expenses to reduce the carrying value of an
operating lease right-of-use asset we determined to sublease to its estimated fair value of $8.9 million as rental rates have
declined since the date the lease was executed. The estimated fair value was determined by using a discounted cash flow
method which is a non-recurring fair value measurement based on Level 3 inputs. Key inputs used in this estimate included
projected sublease income and a discount rate which incorporated the risk of achievement associated with the forecast.
Other than the aforementioned, we have not recognized any other material impairment losses of long-lived assets for the
years ended December 31, 2024, 2023 and 2022.
Debt Issuance Costs
Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over
the contractual life of the loan using the effective-interest method. These costs are recognized as a reduction of the related
long-term debt balance on the consolidated balance sheets. Costs incurred in connection with the issuance of revolving
credit facilities are recognized in other assets on the consolidated balance sheets and are amortized to interest expense in
the consolidated statements of operations on a straight-line basis over the term of the revolving credit facility.
Income Taxes
Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the
consolidated financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the
enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.
Deferred tax assets are evaluated for recoverability each reporting period by assessing all available evidence, both positive
and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is
needed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available
evidence, it is more likely than not that those deferred tax assets will not be realized. To the extent sufficient positive
evidence becomes available, all or a portion of the valuation allowance may be released in one or more future periods. A
release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and an income tax
benefit for the period in which such release is recognized.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits
recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that
has a greater than 50% likelihood of being realized. We recognize interest and penalties accrued related to our uncertain tax
positions in income tax (expense) benefit in the consolidated statements of operations.
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Revenue
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the
promised good or service is transferred to the customer in an amount that reflects the consideration for which we are
expected to be entitled to in exchange for those services. We consider pharmacy benefit managers ("PBMs"), pharmacies,
pharma manufacturers and consumers of our subscription and telehealth services, for which we have direct contractual
agreements with, to be our primary customers. Consideration paid or payable to customers is recognized as a reduction of
revenue if we do not receive a distinct good or service for which we can reasonably estimate fair value. Any excess of
consideration paid or payable to customers over the fair value of a distinct good or service is also recorded as a reduction of
revenue. The reduction of revenue is recognized at the later of when the related revenue is recognized or when we pay or
promise to pay the consideration to the customers. Given the time between us transferring a promised good or service to the
customer and the customer paying for that good or service is one year or less based on the terms of our revenue
arrangements, as a practical expedient, we do not adjust the promised amount of consideration for effects of a significant
financing component.
For the years ended December 31, 2024, 2023 and 2022, revenue comprised the following:
Year Ended December 31,
(in thousands)
2024
2023
2022
Prescription transactions revenue
$577,549
$550,738
$550,536
Subscription revenue
86,536
94,410
96,167
Pharma manufacturer solutions revenue (1)
107,237
85,065
99,425
Other revenue
21,002
20,052
20,426
Total revenue
$792,324
$750,265
$766,554
____________________________________________________
(1)Pharma manufacturer solutions revenue for the year ended December 31, 2023 included a $10.0 million contract
termination payment to a pharma manufacturer solutions client in connection with our restructuring activities, which
was recognized as a reduction of revenue. See "Note 17. Restructuring" for additional information.
Prescription Transactions Revenue
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. These services are free to the consumers.
Prescription transactions revenue is primarily generated from PBMs, or customers, when a prescription is filled with our
code provided through our platform. We contract with PBMs that manage formularies and prescription transactions including
establishing pricing between consumers and pharmacies. Beginning in late 2022, we began to enter into direct contractual
agreements with select pharmacies ("partner pharmacies") that provide consumers access to prescription pricing negotiated
directly with the partner pharmacies through our platform. The partner pharmacies are our customers in these
arrangements.
Our performance obligation to our customers is to direct prescription volume through our platform for PBMs or process
consumer claims at the point of sale for partner pharmacies, which may include marketing through our mobile apps,
websites, and cards.
Contracts with customers provide that we are entitled to either a variable or fixed fee per transaction when a consumer
uses our code from our platform to fill a prescription. Certain arrangements with customers provide that the amount of
consideration we are entitled to is based on the volume of prescription fills each month. Our performance obligation is
satisfied upon the completion of pharmacies filling prescriptions. We recognize revenue for our estimated fee due from the
customers at a point in time when a prescription is filled.
In addition, the amount of consideration for which we are entitled may be adjusted in the event that a fill is determined
ineligible, or based upon other adjustments allowed under the contracts with customers. We estimate the amount expected
to be entitled to using the expected value method based on historical experience of the number of prescriptions filled,
ineligible fills and applicable rates. We generally receive payment from our customers within thirty days of the month end in
which the prescriptions were filled. However, portions of payments may not be received for up to one year to the extent of
adjustments for ineligible fills.
We periodically offer incentives to consumers for our prescription transactions offering, principally in the form of
discounts to a limited number of consumers on a limited number of prescription drugs for a limited time ("limited marketing
promotions") that reduce prices on prescription drugs to acquire, re-engage, or generally increase consumer utilization of our
platform. None of our contracts with customers require us to provide discounts to consumers. Consumer discounts on
prescription drugs where our customers are the partner pharmacies are recognized as a reduction of revenue. For consumer
discounts on prescription drugs where our customers are the PBMs, we evaluate whether such discounts represent
payments to a customer, which are recognized as a reduction of revenue if no distinct benefit is received, or, whether the
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discounts relate to limited marketing promotions, which are recognized as sales and marketing expenses. We consider
various factors including whether the discounts are made available for a limited time on a limited number of prescription
drugs, consumer eligibility requirements, whether discounts are targeted towards consumer transactions with specific
partner pharmacies or PBMs, and whether there is involvement or reasonable expectations of our customers with regards to
the discounts.
All our consumer incentives are recognized at the time the prescription is filled. In December 2023, we implemented a
change in some aspects of our consumer incentives program whereby the incentives are no longer limited marketing
promotions and we believe our customers can now reasonably expect to benefit from these incentives. As a result, all
consumer discounts subsequent to this change were recognized as a reduction of prescription transactions revenue.
Consumer incentives recognized as a reduction of revenue were $11.5 million in 2024, $8.8 million in 2023, and nil in 2022.
Consumer incentives recognized as sales and marketing expenses were not material in 2024, $27.3 million in 2023, and
$24.7 million in 2022.
Subscription Revenue
Subscription revenue is generated from consumers that are subscribed to either of our subscription offerings
("subscribers"), GoodRx Gold (“Gold”) and Kroger Rx Savings Club powered by GoodRx (“Kroger Savings”).
Under Gold, subscribers pay an upfront fee to purchase a monthly or annual subscription that provides access to lower
prices for prescriptions and telehealth visits. Subscribers can cancel the Gold subscription at any time. Monthly Gold
subscription fees are generally nonrefundable while annual Gold subscription fees are generally nonrefundable to the
subscriber after the first two weeks. We recognize revenue for Gold on a straight-line basis over the subscription period.
Under Kroger Savings, subscribers paid an annual upfront fee, a portion of which we shared with Kroger, for a
subscription that provided access to lower prices on prescriptions at Kroger pharmacies. Subscribers were able to enroll in
Kroger Savings through July 1, 2023 and the offering sunset in July 2024. Kroger Savings subscription fees were generally
nonrefundable to the subscriber after the first thirty days unless we canceled the subscription, in which case the subscriber
was entitled to a pro rata refund. We recognized revenue for Kroger Savings on a straight-line basis over the subscription
period, net of the fee shared with Kroger.
Pharma Manufacturer Solutions Revenue
Pharma manufacturer solutions revenue consists primarily of advertisements purchased by pharma manufacturers and
other customers that appear on our apps and websites. Revenue for advertisements based on a fixed fee for a specified
period of time is recognized ratably over the term of the arrangement. Customers may also purchase advertisements where
we charge fees on a cost-per-click basis, advertisements placed in our direct mailers, or other content used in advertising.
Revenue for these arrangements is recognized at a point in time when the advertisements are clicked, when the direct
mailers are shipped or when other content used in advertising is delivered, respectively.
Pharma manufacturers can also integrate their affordability solutions, such as co-pay cards, patient assistance
programs, including point-of-sale discount programs, and other savings options onto our platform so that consumers can
access certain medications. Our performance obligation is to connect consumers with our customers. We receive a fixed or
variable fee per transaction when consumers purchase a medication. Revenue is recognized at a point in time when the
prescription is filled.
In addition, pharma manufacturer solutions revenue in 2023 and 2022 included fees generated when pharmacies filled
prescriptions for products sold by pharma manufacturers via our pharmacy services solution acquired through our
acquisition of vitaCare Prescription Services, Inc. ("vitaCare"). We were entitled to a fixed fee per prescription from the
pharma manufacturer for each of their patients assisted by us. Revenue for these arrangements was recognized at a point in
time when the prescriptions were processed and filled through our pharmacy services solution. In 2023, we de-prioritized
certain solutions under our pharma manufacturer solutions offering, which, among others, included solutions supported by
vitaCare. See "Note 17. Restructuring" for additional information.
We generally invoice customers in advance, in the month after the services are rendered, or in accordance with other
specific contractual provisions. Payments are due generally within thirty to ninety days of invoice but may extend up to
twelve months for a limited number of contracts.
Other Revenue
Other revenue consists principally of telehealth revenue. Telehealth revenue consists of revenues generated from
consumers who complete a telehealth visit with a member of our network of qualified medical professionals. Consumers pay
a fee per telehealth visit and we recognize the fee as revenue at a point in time when the visit is complete.
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Cost of Revenue
Cost of revenue consists primarily of costs related to outsourced consumer support; healthcare provider costs;
personnel costs, including salaries, benefits, bonuses and stock-based compensation expense, for our consumer support
employees; hosting costs; merchant account fees; processing fees; allocated overhead; and as applicable, fulfillment costs
for certain solutions provided to customers under our pharma manufacturer solutions offering. Cost of revenue excludes
depreciation and amortization of capitalized software development costs, developed technology, and other hosting and data
infrastructure equipment used to operate our platform, which are included in depreciation and amortization in the
consolidated statements of operations.
Product Development and Technology
Costs related to the development of products are charged to product development and technology expense as incurred.
Product development and technology expense consists primarily of personnel costs, including salaries, benefits, bonuses
and stock-based compensation expense, for employees involved in product development activities; costs related to third-
party services and contractors associated with product development, information technology and software-related costs; and
allocated overhead. Product development and technology costs also include, as applicable, losses from the disposal of
capitalized development costs related to internal-use software that are not yet ready for their intended use.
Sales and Marketing
Sales and marketing costs consist primarily of advertising, marketing and promotional expenses for consumer
acquisition and retention including certain consumer discounts that are expensed as incurred. Production costs are
expensed as of the first date the advertisement takes place. Advertising costs were $211.4 million, $198.8 million and $226.3
million for the years ended December 31, 2024, 2023 and 2022, respectively.
Sales and marketing expenses also include personnel costs, including salaries, benefits, bonuses, stock-based
compensation expense and sales commissions, for sales and marketing employees; costs related to third-party services and
contractors; marketing software-related costs; and allocated overhead. Sales commissions are expensed as incurred.
General and Administrative
General and administrative costs are expensed as incurred and primarily include personnel costs, including salaries,
benefits, bonuses and stock-based compensation expense, for executive, finance, accounting, legal, and human resources
functions; as well as professional fees; occupancy costs; other general overhead costs; and as applicable, change in fair
value of contingent consideration, loss on operating lease assets, gain on sale of business, and legal settlement charges,
net of insurance recoveries.
Depreciation and Amortization
Our depreciation and amortization expenses include depreciation of property and equipment, and amortization of
capitalized internal-use software costs and intangible assets.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are
classified into the following hierarchy:
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for
identical or similar assets or liabilities in markets that are not active, or inputs that are derived principally
from or corroborated by observable market data by correlation or other means, or inputs other than quoted
prices that are observable for the asset or liability; and
Level 3
Unobservable inputs for the asset or liability based on management’s assumptions.
When determining the fair value measurements for assets and liabilities which are required to be measured at fair
value, we consider the principal or most advantageous market in which to transact and the market-based risk. Goodwill,
intangible assets and other long-lived assets, and equity investments are measured at fair value on a nonrecurring basis,
only if impaired. The carrying amounts reported in the consolidated financial statements approximate the fair value for
accounts receivable, accounts payable, and accrued liabilities, due to their short-term nature. The estimated fair value of our
debt, which is based on inputs categorized as Level 2 in the fair value hierarchy, approximated its carrying value as of
December 31, 2024 and 2023.
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Stock-Based Compensation
Compensation cost is allocated to cost of revenue, product development and technology, sales and marketing, and
general and administrative expenses in the consolidated statements of operations for stock options and restricted stock units
(“RSUs”) based on the fair value of these awards at the date of grant. For awards that vest based on continued service,
stock-based compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the
vesting period of the awards. For awards with performance vesting conditions, stock-based compensation cost is recognized
on a graded vesting basis over the requisite service period when it is probable the performance condition will be achieved,
with a cumulative adjustment for the portion of the service period that occurred for the period prior to the performance
condition becoming probable of being achieved. The requisite service period for awards with service and performance
conditions is the longer of the service period or the performance period. The grant date fair value of stock options that
contain service or performance conditions is estimated using the Black-Scholes option-pricing model and the grant date fair
value of RSUs that contain service or performance conditions is estimated based on the fair value of our common stock.
Forfeitures are recognized when they occur.
Determining the fair value of stock-based awards requires judgment. The Black-Scholes option-pricing model is used to
estimate the fair value of stock options, while the fair value of our common stock at the date of grant is used to measure the
fair value of RSUs. The assumptions used in the Black-Scholes option-pricing model requires the input of subjective
assumptions and are as follows:
•The fair value of common stock is determined on the grant date using the closing price of our Class A common
stock.
•Expected volatility is based on a blended approach that utilizes our historical and implied volatility for periods in
which we have sufficient information and the historical and implied volatility of a publicly traded peer group
based on daily price observations over a period equivalent to the expected term of the stock option grants.
•The expected term is based on historical and estimates of future exercise behavior. For stock options
considered to be “plain vanilla” options, the expected term is based on the simplified method, as our historical
share option exercise experience does not provide a reasonable basis upon which to estimate the expected
term. Substantially all of our stock options granted are considered to be "plain vanilla" options.
•The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that
approximates the expected term of the options.
•The dividend yield is based on our current expectations of dividend payouts.
The assumptions used in our Black-Scholes option-pricing model represent management’s best estimates. These
estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different
assumptions are used, our stock-based compensation could be materially different in the future.
Basic and Diluted Earnings (Loss) Per Share
We have two classes of common stock, Class A and Class B. Basic and diluted earnings (loss) per share attributable to
common stockholders of our Class A and Class B common stock are the same because they are entitled to the same
liquidation and dividend rights.
We compute earnings (loss) per share using the two-class method required for participating securities. The two-class
method requires net income to be allocated between common stock and participating securities based upon their respective
rights to receive dividends as if all income for the period had been distributed. In periods where we have net losses, losses
are not allocated to participating securities as they are not required to fund the losses.
Basic earnings (loss) per share is computed by dividing net income or loss attributable to common stockholders by the
weighted average number of common shares outstanding during the period. Weighted average number of common shares
outstanding includes contingently issuable shares where there is no circumstance under which those shares would not be
issued.
We compute diluted earnings or loss per share under a two-class method. For periods when we have net income, net
income is reallocated between common stock, potential common stock and participating securities. Stock-based awards that
contain vesting provisions contingent on achievement of performance or market conditions are included in the computation
of diluted earnings per share, if dilutive, from the beginning of the period or date of issuance if later, if all necessary
conditions to vest have been satisfied during the period. If all conditions have not been met by the end of the period, dilutive
earnings per share includes the number of shares that would be issuable if the end of the period were the end of the
contingency period. Potential common stock principally includes stock options, RSUs and common stock resulting from early
exercise of stock options computed using the treasury stock method. For periods where we have net losses, diluted loss per
share is the same as basic loss per share, because potentially dilutive shares are excluded from the computation of loss per
share as their effect is anti-dilutive.
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Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncement
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public
entities’ segment disclosures by updating qualitative and quantitative reportable segment disclosure requirements, including
disclosures about significant segment expenses that are regularly provided to the CODM and increased interim disclosure
requirements, among others. This ASU applies to all public entities that are required to report segment information in
accordance with ASC 280, and is effective for fiscal years beginning after December 15, 2023 and is effective for interim
periods within fiscal years beginning after December 15, 2024. Early adoption of this ASU is permitted. We adopted this ASU
effective for the year ended December 31, 2024, which resulted in additional qualitative disclosures that can be found under
the heading "Segment Reporting and Geographic Information" within "Note 2. Summary of Significant Accounting Policies."
Recently Issued Accounting Pronouncements - Not Yet Adopted
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 annual reporting periods beginning after December 15, 2026, and for interim
periods within annual reporting periods 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 statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The
amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the
rate reconciliation and income taxes paid information. This ASU applies to all public entities and will be effective for fiscal
years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025. Early
adoption of this ASU is permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated
financial statement disclosures.
3. Business Combinations and Dispositions
There have been no business combinations or dispositions for the year ended December 31, 2024.
Business Combinations
On April 14, 2022, we acquired all of the equity interests of vitaCare, a prescription technology and services platform,
from TherapeuticsMD, Inc. (the "Seller") for a total purchase consideration of $131.8 million, inclusive of $149.9 million in
cash, offset by contingent considerations with a net estimated acquisition-date fair value of $18.1 million. We incurred a total
of $1.6 million of transaction costs associated with this acquisition during 2022. We acquired vitaCare as we believed it
would strengthen and expand our business capabilities with respect to our pharma manufacturer solutions platform.
We accounted for the vitaCare acquisition using the acquisition method of accounting in accordance with ASC 805,
Business Combinations, and recognized tangible and intangible assets acquired and liabilities assumed at their estimated
fair values as of the acquisition date. The aggregate purchase consideration was principally allocated to tax deductible
goodwill of $80.6 million and other intangible assets of $52.0 million comprised almost entirely of developed technology and
customer relationships.
The contingent considerations recognized consisted of a contingent consideration receivable and a contingent
consideration payable with estimated acquisition-date fair values of approximately $19.7 million and $1.7 million,
respectively.
Contingent consideration payable - The contingent consideration payable was based upon vitaCare's achievement of
certain revenue targets through 2023 which were not probable of being met as of December 31, 2022. Accordingly, we
recognized the change in fair value of the contingent consideration payable of $1.7 million as a reduction of general and
administrative expenses during 2022. The revenue targets were not met and the contingency was resolved as of December
31, 2023.
Contingent consideration receivable - vitaCare entered into a commercial agreement with the Seller in connection with
the acquisition (the "commercial agreement") to provide certain pharmacy services to the Seller over an initial 5-year term
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with annual minimum guaranteed payments. The estimated fair value of the contingent consideration receivable at the
acquisition date was based on the present value of the expected future annual minimum guaranteed payments in excess of
the estimated fair value of pharmacy services expected to be provided to the Seller for each year over the initial 5-year term.
In December 2022, we eliminated the annual minimum guaranteed payments associated with the commercial
agreement. As a result, the fair value of the contingent consideration receivable was effectively nil as the contingency was
resolved and no future contingent payments will be received. We recognized the change in fair value of the contingent
consideration receivable of $19.7 million within general and administrative expenses during 2022.
The following table reflects the pro forma unaudited consolidated results of operations for the periods presented as if
the acquisition of vitaCare had occurred on January 1, 2021. The pro forma unaudited consolidated results of operations
give effect to certain adjustments including: (i) costs incurred in connection with the acquisition; (ii) amortization expense
related to the acquired intangible assets; and (iii) elimination of vitaCare's allocated interest expense. The pro forma
unaudited consolidated results of operations are not necessarily indicative of the operating results that would have occurred
if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating
results.
(in thousands)
Year Ended
December 31, 2022
Pro forma revenue
$767,125
Pro forma net loss
$(40,901)
vitaCare's revenue in the year of acquisition of $5.6 million was included in the consolidated statement of operations for
the year then ended. Disclosure of the standalone earnings or loss of vitaCare in the year of acquisition is not practicable as
expenses associated with significant back-office, product development and technology and go-to-market processes of
vitaCare had been substantially integrated into our consolidated operations.
In 2022, we also acquired flipMD, Inc., a marketplace connecting practicing physicians with organizations seeking on-
demand medical expertise for $7.0 million in cash.
Dispositions
vitaCare Prescription Services, Inc.
In August 2023, our board of directors (our "Board") approved a plan to de-prioritize certain solutions under our pharma
manufacturer solutions offering, which, among others, included solutions supported by vitaCare. See "Note 17.
Restructuring" for additional information.
Certain Assets of GoodRx Care, LLC
On December 9, 2022, we completed the sale of certain technology assets of GoodRx Care, LLC, our telehealth
platform, for $19.5 million in cash. We recognized a $11.4 million pre-tax gain on the sale which was included as a reduction
of general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2022.
We continue to provide consumers access to telehealth services via our GoodRx Care platform after the date of sale.
4. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
December 31,
(in thousands)
2024
2023
Insurance recovery receivable (1)
$14,900
$12,900
Income taxes receivable
—
3,537
Reimbursable third-party payments (2)
22,944
15,481
Other prepaid expenses and other current assets (3)
27,131
24,968
Total prepaid expenses and other current assets
$64,975
$56,886
_____________________________________________________
(1)Represents a receivable for the probable recovery related to an incurred loss in connection with certain
contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This
determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and
ongoing review of the solvency of insurers, among other factors.
(2)Represents payments we make to third parties on behalf of, and reimbursable from, certain customers.
(3)Other current assets were not material as of December 31, 2024 and 2023.
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5. Property and Equipment, Net
Property and equipment, net consists of the following:
December 31,
(in thousands)
2024
2023
Leasehold improvements
$16,169
$15,998
Furniture and fixtures
9,459
9,460
Computer equipment
4,958
4,091
Construction in progress
308
169
Total property and equipment
30,894
29,718
Less: Accumulated depreciation
(18,230)
(13,786)
Total property and equipment, net
$12,664
$15,932
For the years ended December 31, 2024, 2023 and 2022, depreciation expense was $4.5 million, $4.8 million and $4.6
million, respectively.
6. Goodwill
The following table presents changes in the carrying amount of goodwill:
December 31,
(in thousands)
2024
2023
Balance at beginning of the year
$410,769
$412,117
Goodwill disposed
—
(1,348)
Balance at end of the year
$410,769
$410,769
7. Intangible Assets, Net
The following tables present details of our intangible assets, net:
December 31, 2024
(dollars in thousands)
Useful Life
(in years)
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Weighted
Average
Remaining
Useful Life
(in years)
Customer relationships
9-13
$75,500
$(25,828)
$49,672
7.7
Developed technology
1-5
56,298
(54,297)
2,001
1.8
Trademarks
1-9
12,716
(12,287)
429
4.6
Content library
3
9,500
(9,500)
—
0.0
$154,014
$(101,912)
$52,102
7.4
December 31, 2023
(dollars in thousands)
Useful Life
(in years)
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Weighted
Average
Remaining
Useful Life
(in years)
Customer relationships
9-13
$75,500
$(19,223)
$56,277
8.7
Developed technology
1-5
56,298
(53,157)
3,141
2.8
Trademarks
1-9
12,716
(12,159)
557
5.3
Content library
3
9,500
(8,577)
923
0.3
$154,014
$(93,116)
$60,898
8.2
For the years ended December 31, 2024, 2023 and 2022, amortization expense was $8.8 million, $59.0 million and
$23.2 million, respectively. Amortization of intangible assets acquired in connection with vitaCare was accelerated during the
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year ended December 31, 2023 as we de-prioritized certain solutions under our pharma manufacturer solutions platform for
which these intangible assets supported. See "Note 17. Restructuring" for additional information.
At December 31, 2024, the expected amortization of intangible assets, net for future periods was as follows:
(in thousands)
Year Ending December 31,
2025
$7,838
2026
7,518
2027
6,739
2028
6,698
2029
6,659
Thereafter
16,650
$52,102
8. Capitalized Software, Net
The following table presents details of our capitalized software, net as follows:
December 31,
(in thousands)
2024
2023
Capitalized software costs
$253,309
$170,645
Less: Accumulated amortization
(128,528)
(75,206)
Total capitalized software, net
$124,781
$95,439
For the years ended December 31, 2024, 2023 and 2022, amortization expense was $56.2 million, $43.9 million and
$26.4 million, respectively. Amortization had not started on $8.8 million of capitalized software costs that were not yet ready
for intended use as of December 31, 2024.
At December 31, 2024, the expected amortization of capitalized software, net that has been placed into service for
future periods was as follows:
(in thousands)
Year Ending December 31,
2025
$57,696
2026
41,894
2027
16,368
$115,958
9. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
December 31,
(in thousands)
2024
2023
Accrued bonus and other payroll related
$28,260
$30,401
Accrued legal settlement
25,000
12,500
Accrued marketing
14,311
10,650
Income taxes payable
1,457
—
Reimbursable liabilities (1)
15,798
—
Deferred revenue
6,036
7,105
Other accrued expenses
8,268
10,673
Total accrued expenses and other current liabilities
$99,130
$71,329
_____________________________________________________
(1)Represents amounts owed to third parties on behalf of, and reimbursable from, certain customers.
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Deferred revenue represents payments received in advance of providing services for subscriptions and certain
advertising contracts with customers. Deferred revenue is substantially recognized as revenue within the subsequent twelve
months.
10. Leases
Our leases consist of office facilities under noncancelable operating lease arrangements that expire at various dates
through 2033. Our leases do not contain any material (i) non-lease components, (ii) variable lease costs, (iii) short-term
lease expenses, (iv) residual value guarantees or (v) material restrictive covenants.
For the years ended December 31, 2024, 2023 and 2022, lease expense of $8.1 million, $8.0 million and $6.2 million,
respectively, was included in costs and operating expenses in the consolidated statements of operations.
For the years ended December 31, 2024, 2023 and 2022, cash paid for amounts affecting the measurement of our
operating lease liabilities included in cash flows from operating activities was $9.7 million (excluding $1.7 million of cash
collected from lease incentive receivable), $7.1 million and $6.4 million, respectively.
As of December 31, 2024 and 2023, the weighted average remaining lease term was 7.0 years and 7.8 years,
respectively, and the weighted average discount rate was 7.0% and 6.8%, respectively.
The following table presents maturities of operating lease liabilities at December 31, 2024:
(in thousands)
Year Ending December 31,
2025
$5,636
2026
9,427
2027
9,612
2028
9,991
2029
10,107
Thereafter
23,486
Total operating lease payments
68,259
Less: Effects of discounting
(16,583)
Present value of operating lease liabilities
$51,676
Operating lease liabilities, current
$5,636
Operating lease liabilities, net of current portion
$46,040
The estimated operating lease payments included in the table above for 2025 have been reduced by lease incentives
for leasehold improvements of $4.5 million.
11. Income Taxes
The components of our income taxes are as follows:
Year Ended December 31,
(in thousands)
2024
2023
2022
Current
Federal
$23,155
$16,588
$6,974
State
3,829
2,270
3,120
Total current income tax expense
26,984
18,858
10,094
Deferred
Federal
(9,415)
(41,856)
(421)
State
(2,499)
(23,706)
(76)
Total deferred income tax benefit
(11,914)
(65,562)
(497)
Total income tax expense (benefit)
$15,070
$(46,704)
$9,597
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The following is a reconciliation of the U.S. federal statutory rate of 21.0% to our effective income tax rate:
Year Ended December 31,
(dollars in thousands)
2024
2023
2022
Income taxes computed at federal statutory rate
$6,607
$(11,670)
$(4,879)
State income taxes
1,050
(16,934)
2,465
Stock-based compensation
105
217
383
Excess tax related to stock-based compensation
3,163
6,131
4,565
Research and development credits, net of reserves
(4,589)
526
(6,401)
Nondeductible officers' compensation
6,997
10,641
12,295
Increase (decrease) in valuation allowance
533
(36,323)
68
Unrecognized tax benefits interest
532
259
133
Nondeductible penalties
3
2
318
Basis difference on disposition
—
—
659
Other
669
447
(9)
Income tax expense (benefit)
$15,070
$(46,704)
$9,597
Effective income tax rate
47.9%
84.0%
(41.3%)
Deferred tax assets, net consist of the following:
December 31,
(in thousands)
2024
2023
Deferred tax assets
Other assets
$5,404
$4,602
Operating lease liabilities
12,599
13,279
Stock-based compensation
12,254
10,804
Research and development credits, net of reserves
13,319
11,918
Tax credit carryforward
447
827
Charitable contribution carryforward
1,283
4,510
Goodwill
3,827
7,491
Capitalized research and development expenditures
27,289
14,935
Intangible assets
5,762
4,971
Accrued legal settlement
6,830
3,160
Net operating losses
9,966
10,458
Total deferred tax assets
98,980
86,955
Valuation allowance
(8,670)
(7,818)
Deferred tax assets, net of valuation allowance
90,310
79,137
Deferred tax liabilities
 
 
Other liabilities
(340)
(404)
Operating lease right-of-use assets, net
(6,774)
(7,265)
Property and equipment
(2,379)
(3,064)
Insurance recovery receivable
(3,635)
(3,136)
Total deferred tax liabilities
(13,128)
(13,869)
Total deferred tax assets, net
$77,182
$65,268
We recognized total excess tax expense of $3.7 million, $7.1 million and $5.4 million associated with equity award
exercises and vesting in income tax (expense) benefit for the years ended December 31, 2024, 2023 and 2022, respectively.
We consider all available positive and negative evidence in our assessment of the recoverability of our net deferred tax
assets each reporting period. In 2021, we had cumulative three-year pre-tax losses adjusted for permanent book to tax
adjustments principally from substantial excess tax benefits realized in 2021 and 2020 and thus recognized a full valuation
allowance against our net deferred tax assets in excess of amortizable goodwill which we maintained through the end of
2022. During 2023, we determined that a valuation allowance against the majority of our net deferred tax assets was no
longer required primarily due to sustained tax profitability (pre-tax earnings or loss adjusted by permanent book to tax
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differences), which was objective and verifiable evidence, and anticipated future earnings. As a result, we released
$54.6 million of our valuation allowance and recognized it as an income tax benefit in the consolidated statement of
operations for the year ended December 31, 2023.
As of December 31, 2024 and 2023, our valuation allowance is attributable to certain standalone tax filings' net deferred
tax assets which are not more likely than not to be realized in the future. Our judgment regarding the need for a valuation
allowance may reasonably change in future reporting periods due to many factors, including changes in the level of tax
profitability that we achieve, changes in tax laws or regulations and price fluctuations of our Class A common stock and its
related future tax effects from our outstanding equity awards.
At December 31, 2024, we had U.S. federal net operating loss carryforwards ("NOLs") of $22.6 million available to
reduce future federal income taxes which are carried over indefinitely but utilization is subject to an 80% taxable income
limitation. At December 31, 2024, we also had state NOLs of $109.0 million available to reduce future state income taxes
which will expire in varying amounts beginning 2029. Additionally, as of December 31, 2024, we had California and other
state research tax credits carryforwards of $24.1 million, of which $23.9 million generally may be carried forward indefinitely.
At December 31, 2024, tax years 2021 and forward were subject to examination by the Internal Revenue Service
(“IRS”), and tax years 2020 and forward were subject to examination by the various state taxing jurisdictions in which we are
subject to tax. At December 31, 2024, we were not subject to any federal or state income tax audits.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
(in thousands)
Gross unrecognized tax benefits at December 31, 2021
$14,796
Increases related to prior year tax positions
422
Increases related to current year tax positions
2,444
Decreases related to prior year tax positions
(1,160)
Lapse of statute of limitations
(1,804)
Gross unrecognized tax benefits at December 31, 2022
14,698
Increases related to prior year tax positions
409
Increases related to current year tax positions
746
Decreases related to prior year tax positions
(1,080)
Lapse of statute of limitations
(576)
Gross unrecognized tax benefits at December 31, 2023
14,197
Increases related to prior year tax positions
70
Increases related to current year tax positions
1,642
Lapse of statute of limitations
(2,479)
Gross unrecognized tax benefits at December 31, 2024
$13,430
As of December 31, 2024, we had gross unrecognized tax benefits of approximately $13.4 million, $11.8 million of
which, if recognized, would impact our effective tax rate. We estimate the change in unrecognized tax benefits, due to the
expiration of statute of limitations, will not be material in 2025.
As of December 31, 2024 and 2023, accrued interest and penalties related to uncertain tax positions were not material.
12. Debt
Prior to the July 10, 2024 amendment described below, our First Lien Credit Agreement (as amended from time to time,
the "Credit Agreement") provided for (i) a $700.0 million term loan maturing on October 10, 2025 (“First Lien Term Loan
Facility”); and (ii) a revolving credit facility for up to $100.0 million (the “Revolving Credit Facility”) maturing on July 11, 2025.
On July 10, 2024, we entered into the Sixth Amendment to First Lien Credit Agreement (the "Sixth Amendment") to,
among other things, (i) establish a $500.0 million term loan (the “2024 Term Loan Facility”) that matures on July 10, 2029 (ii)
extend the maturity on $88.0 million of the Revolving Credit Facility to April 10, 2029 and (iii) immaterially modify certain
covenants. The remaining $12.0 million of the Revolving Credit Facility not subject to the maturity extension will terminate on
July 11, 2025. Concurrent with the closing of the Sixth Amendment, we repaid the First Lien Term Loan Facility in full using
all of the proceeds from the 2024 Term Loan Facility (after giving effect to a $22.8 million cashless roll by continuing lenders)
and cash on hand. The 2024 Term Loan Facility and the Revolving Credit Facility are collateralized by substantially all of our
assets and 100% of the equity interest of GoodRx.
The 2024 Term Loan Facility bears interest, at our option, at either (i) a term rate based on the Secured Overnight
Financing Rate (“SOFR”), subject to a “floor” of 0.00%, plus a margin of 3.75%; or (ii) an alternate base rate plus a margin of
2.75%. Interest is paid monthly. The 2024 Term Loan Facility requires quarterly principal payments of $1.3 million beginning
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with the quarter ending March 31, 2025, with any remaining unpaid principal and any accrued interest due upon maturity. We
may make voluntary prepayments of the 2024 Term Loan Facility from time to time, and we are required in certain instances
related to asset dispositions, casualty events, non-permitted debt issuances and annual excess cash flow, to make
mandatory prepayments of the 2024 Term Loan Facility.
In connection with the Sixth Amendment, we recognized a $2.1 million loss on the extinguishment of debt related to the
write-off of a portion of existing unamortized debt issuance costs and discounts. Third-party transaction costs incurred
related to the 2024 Term Loan Facility was $4.7 million, of which $2.7 million were expensed as incurred as other expense in
our consolidated statement of operations for the year ended December 31, 2024. The remaining third-party transaction costs
along with a $5.0 million original issue discount were presented as a reduction of debt, net on our consolidated balance
sheet as of December 31, 2024.
The effective interest rate on our term loans for the years ended December 31, 2024, 2023 and 2022 was 9.05%,
8.46% and 5.02%, respectively.
We had no borrowings against the Revolving Credit Facility as of December 31, 2024 and 2023. Borrowings under our
Revolving Credit Facility, if any, bear interest, at our option, at either (i) Term SOFR plus a margin ranging from 2.50% to
3.00%; or (ii) an alternate base rate plus a margin ranging from 1.50% to 2.00%, each with the applicable margin dependent
on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). We incur a commitment fee ranging from 0.25%
to 0.50% per annum, depending on our First Lien Net Leverage Ratio, on any unused commitments. In addition, the
Revolving Credit Facility has a fixed fronting fee of 0.125% per annum for aggregate undrawn and disbursed but
unreimbursed letters of credit.
We had outstanding letters of credit issued against the Revolving Credit Facility for $8.3 million and $9.2 million as of
December 31, 2024 and 2023, respectively, which reduces our available borrowings under the Revolving Credit Facility. The
outstanding letters of credit principally relate to a facility lease and is eligible to decrease by 10% of the then outstanding
amount per year, commencing in 2023.
Our debt balance is as follows:
December 31,
(in thousands)
2024
2023
Principal balance under 2024 Term Loan Facility
$500,000
$—
Principal balance under First Lien Term Loan Facility
—
661,797
Less: Unamortized debt issuance costs and discounts
(8,289)
(5,307)
$491,711
$656,490
Amortization of debt issuance costs and discounts related to our term loans was recognized as interest expense of
approximately $2.2 million, $3.0 million and $3.0 million in the consolidated statements of operations for the years ended
December 31, 2024, 2023 and 2022, respectively.
As of December 31, 2024, we were subject to a financial covenant requiring maintenance of a First Lien Net Leverage
Ratio 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. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us. At December 31,
2024, we were in compliance with our covenants.
The following table presents details of the future principal payments under our 2024 Term Loan Facility at December 31,
2024:
(in thousands)
Year Ending December 31,
2025
$5,000
2026
5,000
2027
5,000
2028
5,000
2029
480,000
Total principal payments
$500,000
13. Commitments and Contingencies
Refer to “Note 10. Leases” and “Note 12. Debt,” for details of contractual obligations for our non-cancelable operating
leases and principal payments under our debt agreements, respectively.
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Purchase Commitments
As of December 31, 2024, we had several commitments with remaining terms in excess of one year with a variety of
vendors for services to be used in the ordinary course of business totaling $12.6 million. We expect the majority of these
commitments to be spent roughly evenly per annum through 2027.
Legal Contingencies
Consumer privacy class action - Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five
separate putative class actions 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. The proposed settlement is subject to final approval of the court. 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. Based on the settlement agreement, an estimated
probable loss of $25.0 million was recognized within accrued expenses and other current liabilities on our consolidated
balance sheet as of December 31, 2024. While this amount represents our best judgment of the probable loss based on the
information currently available to us, it is subject to significant judgments and estimates and numerous factors beyond our
control, including, without limitation, final approval of the court. In addition, while it is reasonably possible an incremental loss
may have been incurred for the indemnification of certain parties named in the class action lawsuits, a loss, or a range of
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loss, is not reasonably estimable. 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 estimate.
Securities class action & derivative lawsuits - On April 22, 2024, Lisa Marie Barsuli, individually and on behalf of all
others similarly situated, filed a class action lawsuit against us and certain of our executive officers in the United States
District Court for the Central District of California (Case No. 2:24-cv-3282). The plaintiffs seek compensatory damages and
equitable relief as well as interest, fees and costs. The complaint alleges violations of Sections 10(b) and 20(a) of the
Exchange Act and Rule 10b-5 promulgated thereunder, and asserts that we and certain of our executive officers failed to
disclose to investors the risk relating to a grocery chain taking actions that impacted acceptance of our discounted pricing for
a subset of prescription drugs from PBMs, whose pricing we promote on our platform (the “grocer issue”), which occurred
late in the first quarter of 2022. As alleged in the complaint, when we disclosed the occurrence of the grocer issue, our stock
price fell, causing investor losses. On July 25, 2024, U.S. District Judge André Birotte Jr. appointed The Kalmanson Family
as the lead plaintiff and approved selection of lead plaintiff's counsel. We filed a motion to dismiss the class action lawsuit on
November 19, 2024. On January 10, 2025, the plaintiffs filed their opposition to our motion to dismiss, and we filed our
response on February 11, 2025.
Additionally, on various dates between May 23, 2024 and November 6, 2024, alleged stockholders Benjamin Solomon
(Case No. 2:24-cv-04301), Joseph Caetano (Case No. 2:24-cv-06993), Colby Mayes (Case No. 2:24-cv-07264), Sharon
Burgs (Case No. 2:24-cv-07281), and Stephen Bushansky (Case No. 2:24-cv-09611) each filed separate derivative lawsuits
in the United States District Court for the Central District of California, in each case, purportedly on behalf of us against
certain of our current and former executive officers and directors. The derivative complaints assert various claims, including
for violations of, and contribution under, the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control,
gross mismanagement, corporate waste and violations of insider trading laws. The claims in each of these derivative
lawsuits are based on allegations substantially similar to those in the class action lawsuit described above and also allege
that we failed to maintain adequate internal controls. The plaintiffs in these derivative lawsuits are seeking declaratory relief,
monetary damages, restitution, disgorgement of alleged illegal profits and/or certain governance reforms. On December 20,
2024, plaintiffs in the derivative lawsuits agreed to consolidate the cases and stay the action pending the resolution of the
securities class action's motion to dismiss. On February 20, 2025, the court granted the stipulation.
Consumer state litigations - On May 28, 2024, The Bert and Annette 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. 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. Discovery is ongoing in both matters.
We intend to vigorously defend against the claims asserted in the securities class action, derivative lawsuits, and
consumer state litigations. We believe we have meritorious defenses to such claims and based upon information presently
known to management, we have not accrued a loss for these lawsuits as a loss is not probable nor reasonably estimable.
While it is reasonably possible a loss may have been incurred, we are unable to estimate a loss or range of loss in these
matters. 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. We have not accrued for a 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 9. Accrued Expenses and Other Current Liabilities" for additional information.
Loss recoveries are recognized when a loss has been incurred and the recovery is probable. See "Note 4. Prepaid
Expenses and Other Current Assets" for additional information.
GoodRx as plaintiff in arbitration award - In February 2023, we initiated arbitration against Famulus Health, LLC
(“Famulus”) before the American Arbitration Association in relation to Famulus’ breach of an agreement entered into by
Famulus and us in June 2020, as amended (the “Agreement”). We asserted claims for Famulus' breach of the confidentiality
and exclusivity provisions in the Agreement, seeking to recover damages and injunctive relief. On February 15, 2024, an
arbitration award was rendered, which included a damages award and a permanent injunction (the "Arbitration Award").
Famulus filed a petition to vacate the Arbitration Award on February 21, 2024 in the United States District Court for the
District of South Carolina ("DSC"). We filed a petition to confirm the Arbitration Award on February 22, 2024 in the DSC. In
April 2024, several motions and oppositions were filed, which were consolidated by the DSC on April 12, 2024. On
September 11, 2024, the DSC entered an opinion and order denying Famulus’s motion to vacate the Arbitration Award and
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granting our motion to confirm the Arbitration Award as modified by the DSC. On October 11, 2024, we filed an application
for writ of execution in the DSC, which was issued on October 16, 2024. The writ directs a U.S. Marshal of the District of
South Carolina to levy Famulus’s property in execution of our judgment. We cannot make any assurance as to the outcome
of the Arbitration Award or if the Arbitration Award will be collected. Any gain on this matter is considered a gain contingency
and will be recognized in the period in which the Arbitration Award is realized or realizable, pursuant to ASC 450,
Contingencies.
14. Stockholders' Equity
Common Stock
We have two classes of authorized and outstanding common stock: Class A common stock and Class B common stock.
The rights of the holders of the Class A common stock and Class B common stock are identical except for voting and
conversion rights. The holders of the Class A common stock are entitled to one vote per share and the holders of the Class
B common stock are entitled to 10 votes per share. Each share of Class B common stock is convertible into one share of
Class A common stock at any time at the option of the holder and will automatically convert to Class A common stock upon
any transfer, except for certain permitted transfers. All Class B common stock will convert automatically into an equivalent
number of Class A common stock upon the earlier of (i) September 25, 2027; or (ii) the first date the aggregate number of
shares of Class B common stock cease to represent at least 10% of the aggregate outstanding shares of common stock.
During the years ended December 31, 2024, 2023 and 2022, 24.9 million, 12.0 million and 1.8 million shares of Class B
common stock were converted into an equivalent number of shares of Class A common stock, respectively.
Share Repurchases
On February 23, 2022, our Board authorized the repurchase of up to an aggregate of $250.0 million of our Class A
common stock through February 23, 2024. On February 27, 2024, our Board approved a new stock repurchase program
which authorized the repurchase of up to an aggregate of $450.0 million of our Class A common stock with no expiration
date. Repurchases under these repurchase programs 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. These repurchase programs do 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 December 31, 2024, we had
$290.3 million available for future repurchases of our Class A common stock under this repurchase program.
In November 2023, we repurchased 12.0 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,
Spectrum Equity VII, L.P., Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund, L.P.
(collectively, "Spectrum"), at a price of $5.47 per share, representing a discount from our closing share price of $5.76 on the
date of the transaction execution. The repurchase closed on November 27, 2023 for an aggregate consideration of
$65.9 million, inclusive of direct costs and estimated excise taxes associated with the transaction.
In March 2024, we repurchased 14.6 million and 6.2 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 (collectively, "Francisco Partners") and Spectrum,
respectively, for an aggregate repurchase of 20.9 million shares of our Class A common stock at a price of $7.19 per share,
in each case representing a discount from our closing share price of $7.57 on the date of the transaction execution. These
repurchases closed on March 11, 2024 for an aggregate consideration of $151.4 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 (formerly Audit
Committee) as part of the aforementioned repurchase programs.
The following table presents information about our repurchases of our Class A common stock:
Year Ended December 31,
(in thousands)
2024
2023
2022
Number of shares repurchased
22,085
18,433
8,456
Cost of shares repurchased (1)
$159,704
$103,974
$101,721
_____________________________________________________
(1)Cost of shares repurchased for the year ended December 31, 2024 and 2023 includes changes to the estimated
excise taxes associated with past repurchases of our Class A common stock.
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15. Stock-Based Compensation
Employee Equity Incentive Plans
Our Board or its compensation committee is authorized to grant stock-based awards under an approved equity
incentive plan adopted in 2020 (the “2020 Plan”), which may be issued as awards covering either Class A or Class B
common stock. Notwithstanding anything to the contrary in the 2020 Plan, no more than 300.0 million shares of common
stock (either Class A or Class B common stock) may be issued pursuant to the exercise of incentive stock options under the
2020 Plan.
The number of shares available for issuance under the 2020 Plan will increase annually on the first day of each
calendar year beginning January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i) 5% of the
aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately
preceding calendar year and (ii) such smaller number of shares as is determined by our Board.
At December 31, 2024, 78.4 million shares were available for issuance under the 2020 Plan.
We also allow our employees to participate in a stockholder-approved employee stock purchase plan ("ESPP"). The
shares available for issuance under the ESPP increases by 1% at the beginning of each calendar year based on the
aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately
preceding calendar year and may be reduced as is determined by our Board. In no event will more than 100.0 million shares
of Class A common stock be available for issuance under the ESPP. The ESPP allows eligible employees to purchase our
common stock, through payroll deductions, at 85% of the lower of the fair market value of Class A common stock on the first
trading day of the offering period or on the applicable purchase date, which will be the final trading day of the applicable
purchase period. The ESPP is intended to qualify as an employee stock purchase plan under the IRS Code Section 423.
The stock-based compensation cost related to ESPP is not material to our consolidated financial statements. At
December 31, 2024, 24.1 million shares were available for issuance under the ESPP.
Stock Options
Stock options granted for newly-hired employees generally vest as to 25% of the total award on the first anniversary of
the employment start date, and thereafter ratably quarterly over the remaining three-year period. Annual refresh stock option
grants for employees generally vest quarterly over a four-year period. In limited circumstances, stock option grants to senior
level executives may have early exercise rights and shorter vesting terms than the aforementioned. All stock options have a
ten-year term. Stock options granted do not include any forfeitable or non-forfeitable dividend equivalent rights.
In April 2023, our Board appointed Scott Wagner as our Interim Chief Executive Officer. In May 2023, our Board granted
Mr. Wagner a stock option award covering 3.0 million shares of our Class A common stock with a grant date fair value of
$9.6 million that vests in twelve equal monthly installments. In March 2024, our Board granted Mr. Wagner a stock option
award covering 0.9 million shares of our Class A common stock with a grant date fair value of $4.0 million that vests in eight
equal monthly installments. As of December 31, 2024, all stock option awards of Mr. Wagner were fully vested and
exercisable.
On December 12, 2024, our Board appointed Wendy Barnes as our Chief Executive Officer and President, effective
January 1, 2025, succeeding Mr. Wagner. In connection with her appointment, Ms. Barnes, among other compensation, will
receive a stock option award with an aggregate value of $9.0 million. The number of shares of our Class A common stock
subject to the stock option award shall be determined based on the per share Black- Scholes option pricing model as of the
first trading day of the first “open window” that occurs following January 1, 2025. The stock option award is early exercisable
and vests with respect to 25% of the total award on January 15, 2026, and thereafter quarterly over the remaining three-year
period.
A summary of the stock option activity is as follows:
(in thousands, except per share amounts and term
information)
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding at December 31, 2023
23,500
$7.04
7.9 years
$20,689
Granted
4,890
7.18
Exercised
(3,287)
5.75
8,003
Expired / Cancelled / Forfeited
(3,988)
6.81
Outstanding at December 31, 2024
21,115
$7.32
7.2 years
$1,290
Exercisable at December 31, 2024
13,319
$7.49
6.7 years
$1,290
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The weighted average grant date fair value per share of stock options granted for the years ended December 31, 2024,
2023 and 2022 was $4.75, $3.70 and $5.41, respectively. The aggregate intrinsic value of options exercised for the years
ended December 31, 2024, 2023 and 2022 was $8.0 million, $5.8 million and $18.2 million, respectively. The fair value of
stock options that vested during the years ended December 31, 2024, 2023 and 2022 was $26.2 million, $28.8 million and
$14.6 million, respectively.
All stock options outstanding at December 31, 2024 were options to purchase shares of Class A common stock. The fair
value of option awards issued with service or performance vesting conditions are estimated on the grant date using the
Black-Scholes option pricing model. The following table summarizes the assumptions used:
Year Ended December 31,
2024
2023
2022
Risk-free interest rate
3.7% - 4.6%
3.4% - 4.4%
1.7% - 3.8%
Expected term
5.2 - 6.3 years
5.2 - 6.1 years
5.7 - 6.1 years
Expected stock price volatility
65% - 72.5%
70% - 77.5%
60% - 77.5%
Dividend yield
—
—
—
For the years ended December 31, 2024, 2023 and 2022, the stock-based compensation expense related to stock
options was $25.7 million, $26.1 million and $12.7 million, respectively. At December 31, 2024, there was $33.8 million of
total unrecognized stock-based compensation cost related to stock options, which is expected to be recognized over a
weighted average remaining service period of 2.5 years.
Restricted Stock Units
A summary of the Restricted Stock Unit activity is as follows:
(in thousands, except per share amounts)
Restricted
Stock Units
for Class A
Common
Stock
Restricted
Stock Units
for Class B
Common
Stock
Weighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2023
25,592
1,539
$8.99
Granted
12,869
—
7.24
Vested
(9,913)
(1,539)
11.40
Forfeited
(6,179)
—
7.30
Outstanding at December 31, 2024
22,369
—
$7.22
For the years ended December 31, 2024, 2023 and 2022, the fair value of RSUs that vested was $130.4 million, $137.5
million and $121.5 million, respectively.
Restricted Stock Units for Class A Common Stock
RSUs granted for newly-hired employees generally vest as to 25% of the total award on the first anniversary of the
employment start date, and thereafter ratably quarterly over the remaining three-year period. Annual refresh RSU granted to
employees generally vest quarterly over a four-year period. In limited circumstances, RSU grants to senior level executives
may have shorter vesting terms than the aforementioned.
For the years ended December 31, 2024, 2023 and 2022, total stock-based compensation expense related to RSUs
was $68.0 million, $57.0 million and $61.2 million, respectively. At December 31, 2024, there was $139.9 million of total
unrecognized stock-based compensation cost related to these RSUs, which is expected to be recognized over a weighted
average remaining service period of 2.6 years.
Restricted Stock Units for Class B Common Stock
In September 2020, our Board granted RSUs covering an aggregate of 24.6 million shares of Class B common stock to
our Co-Founders (the “Founders Awards”), subject to the completion of our initial public offering and continued employment
through the applicable vesting dates. Each of our Co-Founders received (i) 8.2 million RSUs that vest based on the
achievement of certain stock price goals and the settlement of shares is to be deferred by three-years from the applicable
vesting date (the “Performance-Vesting Founders Awards”) and (ii) 4.1 million RSUs that vest and settle in equal quarterly
installments over four years (the “Time-Vesting Founders Awards”), subject to certain vesting acceleration terms including to
satisfy certain tax withholding obligations at the time of vesting. The grant date fair value of these awards totaled $533.3
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million, of which $213.5 million related to the Time-Vesting Founders Awards and $319.8 million related to the Performance-
Vesting Founders Awards.
All of the Performance-Vesting Founders Awards vested in October 2020 and we settled 0.7 million RSUs to satisfy
certain tax withholding obligations at that time. At the time of vesting, the remaining 15.7 million vested shares were
contingently issuable where there was no circumstance under which those shares would not be issued. In October 2023, we
net settled the remaining 15.7 million vested shares and remitted cash consideration of $44.5 million on behalf of our Co-
Founders to the relevant tax authorities to satisfy income tax withholding obligations. We withheld an aggregate of 8.1
million shares of our Class B common stock and delivered an aggregate of 7.6 million shares of our Class B common stock
to our Co-Founders to net settle the award which was automatically converted to an equivalent number of shares of Class A
common stock on the settlement date.
During the years ended December 31, 2024, 2023 and 2022, we recognized $4.4 million, $20.5 million and $44.5 million
of stock-based compensation expense, respectively, related to the Founders Awards. Stock-based compensation expense
related to the Founders Awards was fully recognized as of December 31, 2024.
16. Basic and Diluted Earnings (Loss) Per Share
The computation of earnings (loss) per share for the years ended December 31, 2024, 2023 and 2022, is as follows:
Year Ended December 31,
(in thousands, except per share amounts)
2024
2023
2022
Numerator:
Net income (loss)
$16,390
$(8,868)
$(32,828)
Denominator:
Weighted average shares - basic
385,737
410,315
412,858
Dilutive impact of stock options and restricted stock units
6,435
—
—
Weighted average shares - diluted
392,172
410,315
412,858
Earnings (loss) per share:
Basic
$0.04
$(0.02)
$(0.08)
Diluted
$0.04
$(0.02)
$(0.08)
The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings (loss)
per share for the periods presented because including them would have been anti-dilutive:
Year Ended December 31,
(in thousands)
2024
2023
2022
Stock options and restricted stock units
20,682
46,606
31,587
17. Restructuring
From time to time, we implement restructuring plans and other cost savings initiatives, which may include workforce
reductions as well as re-balancing of products and services. These restructuring activities are part of our strategic focus on
scaling and re-balancing our cost structure to drive improved profitability.
In the fourth quarter of 2024, we launched initiatives to sunset a product feature used to attract and retain consumers
and healthcare providers to our platform, which included a reduction in force. These initiatives were substantially completed
as of December 31, 2024.
In the second quarter of 2023, we launched initiatives to de-prioritize certain solutions under our pharma manufacturer
solutions offering. These initiatives were substantially completed as of December 31, 2023.
We did not have any material restructuring related activities in 2022.
The following table summarizes restructuring related costs by type incurred for the years ended December 31, 2024
and 2023:
F-30
Table of Contents
Year Ended December 31,
(in thousands)
2024
2023
Non-cash charges (1) (2)
$7,329
$55,723
Cash charges
Personnel related costs (3)
1,993
9,430
Contract costs (4)
566
10,000
Total restructuring related costs
$9,888
$75,153
_____________________________________________________
(1)For the year ended December 31, 2024, non-cash charges principally relate to a $6.8 million loss on disposal of
software license used to support the product feature that was sunset and presented within sales and marketing
expenses in the consolidated statement of operations.
(2)For the year ended December 31, 2023, non-cash charges principally relate to (i) $46.7 million amortization of
acquired intangible assets related to vitaCare and capitalized internal-use software that were accelerated through
December 31, 2023 and presented within depreciation and amortization in the consolidated statement of
operations; and (ii) a $7.0 million loss on the disposal of certain capitalized software that were not yet ready for
their intended use and presented within product development and technology expenses in the consolidated
statement of operations. Non-cash charges also included $1.3 million loss on disposal of allocated goodwill
attributable to vitaCare.
(3)Cash charges on personnel related costs consist of termination charges arising from severance obligations,
continuation of salaries and benefits over a notification period during which impacted employees did not provide
active service, and other customary employee benefit payments in connection with a reduction in force. For the
year ended December 31, 2024, the majority of these costs were recognized in product development and
technology expenses in the consolidated statement of operations. For the year ended December 31, 2023, $4.5
million of these costs were recognized in cost of revenue, $2.4 million in product development and technology, $2.2
million in sales and marketing with the remainder in general and administrative expenses in the consolidated
statement of operations.
(4)For the year ended December 31, 2023, this cash payment relates to the termination of certain contracts with a
pharma manufacturer solutions client, which was recognized as a reduction of revenue in the consolidated
statement of operations.
As of December 31, 2024 and 2023, the liability associated with our restructuring related activities was not material.
18. Condensed Financial Information of Parent Company
GoodRx Holdings, Inc. has no material assets or standalone operations other than its ownership in its consolidated
subsidiaries. Under the terms of debt agreements entered into by GoodRx, a wholly-owned subsidiary of GoodRx
Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc., GoodRx is restricted from
making dividend payments, loans or advances to GoodRx Intermediate Holdings, LLC and GoodRx Holdings, Inc. These
restrictions have resulted in the restricted net assets (as defined in Rule 1-02 of Regulation S-X) of GoodRx and its
subsidiaries to exceed 25% of the consolidated net assets of GoodRx Holdings, Inc. and its subsidiaries.
The condensed financial information is presented on a “parent-only” basis, and GoodRx Holdings, Inc.’s investment in
its subsidiary is stated at cost plus equity in earnings (loss) of subsidiary less distributions received from subsidiary since the
date of acquisition. GoodRx Holdings. Inc.’s share of net income (loss) of its subsidiary is included in net income (loss) using
the equity method of accounting.
During 2024, 2023 and 2022, GoodRx Holdings, Inc. received no dividends from its subsidiary.
F-31
Table of Contents
The following table presents the parent-only balance sheets of GoodRx Holdings, Inc.:
(in thousands, except par values)
December 31, 2024
December 31, 2023
Assets
Cash
$30
$5
Other assets
—
164
Investment in subsidiary, net of distributions
724,628
761,790
Total assets
$724,658
$761,959
Liabilities and stockholders' equity
Total liabilities
$—
$1
Stockholders' equity
 
 
Preferred stock, $0.0001 par value
—
—
Common stock, $0.0001 par value
38
40
Additional paid-in capital
2,165,633
2,219,321
Accumulated deficit
(1,441,013)
(1,457,403)
Total stockholders' equity
724,658
761,958
Total liabilities and stockholders' equity
$724,658
$761,959
The following table presents the parent-only statements of operations of GoodRx Holdings, Inc.:
Year Ended December 31,
(in thousands)
2024
2023
2022
Equity in earnings (loss) of subsidiary
$16,390
$(8,868)
$(32,828)
Net income (loss)
$16,390
$(8,868)
$(32,828)
The following table presents the parent-only statements of cash flows of GoodRx Holdings, Inc.:
Year Ended December 31,
(in thousands)
2024
2023
2022
Cash flows from operating activities
Net income (loss)
$16,390
$(8,868)
$(32,828)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Equity in (earnings) loss of subsidiary
(16,390)
8,868
32,828
Changes in assets and liabilities:
Other assets
164
(164)
80
Other current liabilities
(1)
1
—
Net cash provided by (used in) operating activities
163
(163)
80
Cash flows from investing activities
Distribution from subsidiary
167,679
162,287
113,117
Net cash provided by investing activities
167,679
162,287
113,117
Cash flows from financing activities
Repurchases of Class A common stock
(158,845)
(103,974)
(101,721)
Proceeds from exercise of stock options
19,046
5,941
9,159
Employee taxes paid related to net share settlement of equity awards
(29,784)
(65,481)
(20,635)
Proceeds from employee stock purchase plan
1,766
1,390
—
Net cash used in financing activities
(167,817)
(162,124)
(113,197)
Net change in cash
25
—
—
Cash
Beginning of period
5
5
5
End of period
$30
$5
$5
F-32
Table of Contents
19. Subsequent Event
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. Similar to our prescription transactions offering, the
acquired business operates a price comparison platform that provides consumer prescription savings through its partnership
with PBMs. The acquisition expands our business capabilities and consumer reach, particularly with respect to our
prescription transactions offering. The determination of the fair values of the acquired assets is incomplete due to the recent
date of the acquisition. The results of operations of the acquired business will be included in our consolidated results
beginning from the date of acquisition.
EX-10.1 2 ex101-executed_kvseparatio.htm EX-10.1 EX 10.1 - Executed_KV Separation Agreement 01.17.25
1
Exhibit 10.1
SEPARATION AGREEMENT & GENERAL RELEASE OF ALL CLAIMS
This General Release of all Claims (this “Agreement”) is entered into by Karsten
Voermann (the “Executive”) and GoodRx, Inc., a Delaware corporation (the “Corporation”),
effective as of the Effective Date as defined herein. In consideration of the promises set forth
herein, the Executive and the Corporation agree as follows:
1.Termination and Return of Property. The Executive’s employment with the
Corporation in any capacity has terminated effective January 17, 2025 (“Separation Date”). All
files, access keys and codes, desk keys, ID badges, computers, records, manuals, electronic
devices, computer programs, papers, electronically stored information or documents, telephones
and credit cards, and any other property of the Corporation or any affiliate thereof previously in
the Executive’s possession or control has been returned to the Corporation or will be returned on
or before the Separation Date.
2.Separation Benefits. As consideration for Executive’s execution, performance,
and non-revocation of this Agreement, and contingent upon Executive’s continued compliance
with Section 3 below and the provisions of his executed Proprietary Information and Invention
Assignment Agreement (“PIIA”), the Corporation shall provide Executive with the following:
(a)Incentive Bonus: Subject to approval by the Board of Directors, the Executive
will remain eligible for payment of an Incentive Bonus targeted at one hundred
percent (100%) of Executive’s annual Base Salary pursuant to Paragraph 3.2 of
his March 4, 2024, Employment Agreement (“Employment Agreement”), except
that such Paragraph 3.2 is amended to strike the phrase “subject to the Executive’s
continued employment by the Corporation or its affiliates through the payment
date.” For the avoidance of doubt, this means that the Executive will remain
eligible after the Separation Date for payment of an Incentive Bonus for 2024 in
an amount determined by the Board of Directors based upon achievement of
applicable Company performance goals, which shall be paid as soon as practicable
following the Board’s approval of the amount of the Incentive Bonus, but in any
case, no later than March 15, 2025.
(b)Option Exercise Extension: Subject to approval by the Board of Directors,
Executive will be granted an extension of up to twelve (12) months after the
Separation Date to exercise any vested, unexercised option shares granted under
any GoodRx Holdings, Inc. Equity Incentive Plan, regardless of any language in
the Plans or option agreement(s) that may specify a shorter exercise period. To the
extent that Executive does not exercise such options by the end of this 12-month
period, all remaining vested but unexercised option shares will be canceled, and
all option agreements will terminate. As of the Separation Date, any unvested
RSUs granted to the Executive under any GoodRx Holdings, Inc. stock plans will
be canceled, and Executive will have no further rights with respect to those
unvested RSUs.
Other than as set forth in this Paragraph 2, Executive acknowledges that he has no
other rights, title or interest in any other options or shares of capital stock of the
2
Company or GoodRx Holdings, Inc. or other securities therein and no other rights
to purchase any such securities. Further, except as set forth herein, Executive shall
have no further rights to any compensation or any other benefits under the
Employment Agreement, or any other agreements, from and after the Separation
Date. Executive agrees that he is not entitled to Salary Severance or other separation
benefits contemplated in and under the conditions set forth in his Employment
Agreement given the voluntary nature of his separation of employment; however,
for the avoidance of doubt, Executive expressly waives any right to such Salary
Severance or other separation benefits as set forth in the Employment Agreement.
3.General Release and Waiver of Claims.
(a)Release By Executive. Having consulted with counsel, the Executive, on
behalf of himself and each of his respective heirs, executors, administrators, representatives,
agents, insurers, successors and assigns (collectively, and including the Executive, the
“Releasors”) hereby irrevocably and unconditionally releases and forever discharges the
Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and
affiliates and each of their respective officers, employees, directors, members, shareholders,
parents, subsidiaries and agents (collectively, the “Releasees”) from any and all claims, actions,
causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of
whatever kind or character (collectively, “Claims”), which the Executive now has or may
hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing
whatsoever from the beginning of time to the date hereof (including, without limitation, any
Claims under any federal, state, local or foreign law that they may have, or in the future may
possess, arising out of the Executive’s employment relationship with and service as an
employee, officer or director of the Corporation, its parent entity (including Holdings) or any
other subsidiaries of such parent entity, and the termination of such relationship or service);
provided, however, that the Executive does not release, discharge or waive any rights to (i)
payments and benefits provided under this Agreement or under any other agreement between
Executive and any of the Releasees that would, by their nature, survive the termination of
employment, (ii) equity and other securities of Holdings or rights under agreements with any of
the Releasees related to the Executive’s equity securities of Holdings (unless modified by this
agreement), (iii) benefit claims under any employee benefit plans in which Executive is a
participant by virtue of his employment with the Corporation arising after the execution of this
Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the
Executive may have in accordance with applicable law, indemnification agreements, certificate
of incorporation or bylaws of Corporation, or under any director and officer liability insurance
or other insurance maintained by the Corporation or a parent entity with respect to liabilities
arising as a result of the Executive’s service as an officer and employee of such entities, and (v)
claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does
not apply to any Claims that the Executive may have as of the date the Executive signs this
Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as
amended, and the applicable rules and regulations promulgated thereunder (“ADEA”) or any
other claims that may not be released as a matter of law. Claims arising under ADEA are
addressed in Paragraph 3(c) of this Agreement.
3
(b)Unknown Claims. The Executive acknowledges that he may hereafter
discover Claims or facts in addition to or different from those which the Executive now knows or
believes to exist with respect to the subject matter of this release and which, if known or
suspected at the time of executing this release, may have materially affected this release or the
Executive’s decision to enter into it. Nevertheless, the Executive hereby waives any right or
Claim that might arise as a result of such different or additional Claims or facts. In addition, the
Executive, on behalf of himself and the other Releasors, hereby waives any and all rights and
benefits conferred upon him and the other Releasors by the provisions of Section 1542 of the
Civil Code of the State of California, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR RELEASING PARTY DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.
(c)Specific Release of ADEA Claims. In further consideration of the
payments and benefits provided to the Executive under this Agreement, the Executive, on behalf
of himself and the other Releasors, hereby unconditionally releases and forever discharges the
Releasees from any and all Claims arising under ADEA that the Releasors may have as of the
date the Executive signs this Agreement. By signing this Agreement, the Executive hereby
acknowledges and confirms the following:
i.the Executive was advised by the Corporation in connection with his
termination to consult with an attorney of his choice prior to signing this
Agreement and to have such attorney explain to the Executive the terms of
this Agreement, including, without limitation, the terms relating to the
Executive’s release of claims arising under ADEA;
ii.the Executive was given a period of not fewer than twenty-one (21) days to
consider the terms of this Agreement and to consult with an attorney of his/
her choosing with respect thereto;
iii.having read the terms of this Agreement, the Executive understands its terms
and effects, and the Executive knowingly and voluntarily accepts the terms
of this Agreement; and
iv.the Executive is providing this release and discharge only in exchange for
consideration in addition to anything of value to which the Executive is
already entitled, and acknowledges such consideration is adequate and
satisfactory to the Executive.
The Executive also understands that he has seven (7) days following the date on which
he signs this Agreement within which to revoke the release contained in this paragraph, by
providing the Corporation with a written notice of his revocation of the release and waiver
contained in this paragraph. Any revocation must be in writing to Gracye Cheng, General
Counsel & SVP, via electronic mail at gracye@goodrx.com, on or before 5:00 p.m. Pacific
Time on the seventh day after this Agreement is executed by the Executive. If this Agreement
4
is not revoked during this seven (7) day period, this Agreement shall be effective on the 8th
day following the date of Executive’s execution of this Agreement (the “Effective Date”).
(d)No Assignment. The Executive represents and warrants that he has not
assigned or otherwise transferred any of the Claims being released under this Agreement. The
Corporation may assign this Agreement, in whole or in part, to any affiliated entity, including
subsidiaries of the Corporation, or any successor in interest to the Corporation.
4.            Proceedings.
(a)General Agreement Relating to Proceedings. The Executive has not
filed, and except as provided in Paragraphs 4(b) and 4(c), the Executive agrees not to initiate
or cause to be initiated on his behalf, any complaint, charge, claim or proceeding that is
released hereunder against any party released herein before any local, state or federal agency,
court or other body, other than with respect to the obligations of the Corporation or any other
party released herein to the Executive under this Agreement or any indemnification or other
rights the Executive may have as listed in Paragraph 3(a) (each, individually, a “Proceeding”),
and agrees not to participate voluntarily in any Proceeding. The Executive waives any right he
may have to benefit in any manner from any relief (whether monetary or otherwise) arising
out of any Proceeding.
(b)Proceedings Under ADEA. Paragraph 4(a) shall not preclude the
Executive from filing any complaint, charge, claim or proceeding challenging the validity of
the Executive waiver of Claims arising under ADEA (which is set forth in Paragraph 3(c) of
this Agreement). However, both the Executive and the Corporation confirm their belief that
the Executive’s waiver of claims under ADEA is valid and enforceable, and that their intention
is that all claims under ADEA will be waived.
(c)Certain Administrative Proceedings. In addition, Paragraph 4(a) shall
not preclude the Executive from filing a charge with, or participating in any administrative
investigation or proceeding by, the Equal Employment Opportunity Commission, the SEC,
FINRA, or any other Government Agencies or fair employment agency, without notice to the
Company; (2) exercising any protected rights, to the extent such rights cannot be waived by
agreement; (3) discussing or disclosing information about unlawful acts in the workplace, such
as harassment, discrimination or any other conduct or employment practice that Executive has
reason to believe is unlawful or another fair employment practices agency. The Executive is,
however, waiving his right to recover money in connection with any such charge or
investigation to the extent released hereunder. The Executive is also waiving his right to recover
money in connection with a charge filed by any other entity or individual, or by any federal,
state or local agency to the extent released hereunder.
5.Exceptions. Notwithstanding anything in this Agreement to the contrary,
nothing contained in this Agreement shall prohibit the Executive from (i) filing a charge with,
reporting possible violations of federal law or regulation to, participating in any investigation
by, or cooperating with any governmental agency or entity or making other disclosures that are
protected under the whistleblower provisions of applicable law or regulation and/or (ii)
communicating directly with, cooperating with, or providing information (including trade
secrets) in confidence to, any federal, state or local government regulator (including, but not
5
limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading
Commission, or the U.S. Department of Justice) for the purpose of reporting or investigating a
suspected violation of law, or from providing such information to the Executive’s attorney or
in a sealed complaint or other document filed in a lawsuit or other governmental proceeding.
Pursuant to 18 USC Section 1833(b), the Executive will not be held criminally or civilly liable
under any federal or state trade secret law for the disclosure of a trade secret that is made: (x)
in confidence to a federal, state, or local government official, either directly or indirectly, or to
an attorney, and solely for the purpose of reporting or investigating a suspected violation of law;
or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is
made under seal. Nothing in this Agreement prevents the Executive from discussing or
disclosing information about unlawful acts in the workplace, such as harassment or
discrimination or any other conduct that the Executive has reason to believe is unlawful.
6.Cooperation. The Executive and Corporation agree that certain matters in
which the Executive has been involved during the Executive’s employment, including any
litigation or disputes involving the Corporation related to matters in which the Executive has
been involved, may need the Executive’s cooperation with the Corporation in the future.
Accordingly, for a period of 12 months after the Separation Date, to the extent reasonably
requested by the Corporation, the Executive shall cooperate with the Corporation and appear
as a witness, if necessary, regarding matters arising out of or related to the Executive’s service
to the Corporation, provided that the Corporation shall make reasonable efforts to minimize
disruption of the Executive’s other activities. The Corporation shall reimburse the Executive
for reasonable expenses incurred in connection with this cooperation.
7.Severability Clause. In the event that any provision or part of this Agreement
is found to be invalid or unenforceable, only that particular provision or part so found, and not
the entire Agreement, shall be inoperative.
8.Non-Admission. Nothing contained in this Agreement shall be deemed or
construed as an admission of wrongdoing or liability on the part of the Corporation or Executive.
9.Governing Law and Forum. This Agreement and all matters or issues
arising out of or relating to this Agreement shall be governed by the laws of the State of
California applicable to contracts entered into and performed entirely therein. Any action to
enforce this Agreement shall be brought solely Los Angeles, California.
10.Arbitration. Any dispute or controversy arising under or in connection with
this Agreement or otherwise in connection with the Executive’s employment by the
Corporation that cannot be mutually resolved by the parties to this Agreement and their
respective advisors and representatives shall be settled exclusively by arbitration in accordance
with the provisions of Section 16 of the Employment Agreement.
11.Notices. Notices under this Agreement must be given as is specified in Section
17 of the Employment Agreement.
THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ
THIS AGREEMENT AND THAT HE FULLY KNOWS,
UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND
6
THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS
AGREEMENT AND THE RELEASE AND AGREEMENTS
PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN
FREE WILL.
This Agreement is acceptable to you, the Executive, please sign below no later than
5:00 pm Pacific Time on February 7, 2025. If the Agreement is not signed by this date and
time, it will be automatically withdrawn and invalid.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
set forth below.
“CORPORATION”
By:
/s/ Gracye Cheng
Gracye Cheng
Its:
General Counsel & SVP
Dated:
1/17/2025
“EXECUTIVE”
/s/ Karsten Voermann
Karsten Voermann
Dated:
1/17/2025
EX-19.1 3 ex191-goodrxupdatedinsider.htm EX-19.1 EX 19.1 - GoodRx Updated Insider Trading Compliance Policy
Exhibit 19.1
GoodRx Holdings, Inc.
Insider Trading Compliance Policy
I.Summary
Preventing insider trading is necessary to comply with securities laws and to preserve
the reputation and integrity of GoodRx Holdings, Inc. (the “Company”) as well as that of all
persons affiliated with the Company. Insider trading is a crime. The penalties for violating
insider trading laws include imprisonment, disgorgement of profits, civil fines, and significant
criminal fines. Insider trading is prohibited by this Insider Trading Compliance Policy (this
“Policy”), and violation of this Policy may result in Company-imposed sanctions, including
termination of employment for cause.
This Policy applies to all officers, directors and employees of the Company. For
purposes of this Policy, “officers” refer to those individuals who meet the definition of
“officer” under Section 16 of the Securities Exchange Act of 1934 (as amended, the
“Exchange Act”). Individuals subject to this Policy are responsible for ensuring that members
of their households also comply with this Policy. This Policy also applies to any entities
controlled by individuals subject to this Policy, including any corporations, limited liability
companies, partnerships or trusts (such entities, together with all officers, directors and
employees of the Company, are referred to as the “Covered Persons”), and transactions by
these entities should be treated for the purposes of this Policy and applicable securities laws as
if they were for the individual’s own account.
Notwithstanding the foregoing, any entity that is party to the Stockholders Agreement
entered into in connection with the Company’s initial public offering (the “Stockholders
Agreement”), and their affiliated entities, shall not be subject to this Policy; provided that any
such entity must be subject to policies or procedures designed to ensure compliance with
federal securities laws and regulations prohibiting trading in the securities of a company on the
basis of material, non-public information and, provided further, that any director designated to
the Company’s Board of Directors pursuant to the Stockholders Agreement shall be subject to
this Policy. This Policy extends to all activities within and outside an individual’s Company
duties. Every officer, director and employee must review this Policy.
Questions regarding the Policy should be directed to the Company’s General Counsel.
II.Statement of Policies Prohibiting Insider Trading
No officer, director or employee shall purchase or sell any type of security while in
possession of material, non-public information relating to the security or its issuer, whether
the issuer of such security is the Company or any other company. For example, if a director,
officer or employee learns material non-public information about another company with
which the Company does business, including a business partner or collaborator, that person
may not trade in such other company’s securities until the information becomes public or is
no longer material. Further, no Covered Person shall purchase or sell any security of any
other company in the Company’s industry or the industry of a company that is the subject of
a potential strategic transaction with the Company, while in possession of material
nonpublic information that was obtained in the course of the Covered Person’s employment
or service with the Company.
These prohibitions do not apply to the following “permitted transactions”:
●purchases of the Company’s securities by a Covered Person from the
Company, including without limitation pursuant to an employee stock
purchase plan, enrollment to participate in employee stock purchase plan by
a Covered Person, or sales of the Company’s securities by a Covered Person
to the Company;
●exercises of stock options or other equity awards or the surrender of shares to
the Company in payment of the exercise price or in satisfaction of any tax
withholding obligations in a manner permitted by the applicable equity
award agreement, or vesting of equity-based awards, that in each case do not
involve a market sale of the Company’s securities (the “cashless exercise” of
a Company stock option through a broker does involve a market sale of the
Company’s securities, and therefore would not qualify under this exception);
●purchases or sales of the Company’s securities made pursuant to any binding
contract, specific instruction or written plan entered into outside of a black-
out period and while the purchaser or seller, as applicable, was unaware of
any material, non-public information and which contract, instruction or plan
(i) meets all of the requirements of the affirmative defense provided by Rule
10b5-1 (“Rule 10b5-1”) promulgated under the Securities Exchange Act of
1934, as amended (the “1934 Act”), (ii) was pre-cleared in advance pursuant
to this Policy and (iii) has not been amended or modified in any respect after
such initial pre- clearance without such amendment or modification being
pre-cleared in advance pursuant to this Policy. For more information about
Rule 10b5-1 trading plans, see Section VI below; or
●purchases or sales of the Company’s securities made pursuant to a “non-Rule
10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K that
(i) was entered into outside of a black-out period and while the Covered
Person was unaware of any material, non-public information, (ii) has been
pre-cleared by the General Counsel and (iii) has not been modified after such
initial pre-clearance without such amendment or modification being pre-
cleared in advance by the General Counsel.
In addition, no officer, director or employee shall directly or indirectly communicate
(or “tip”) material, non-public information to anyone outside of the Company (except in
accordance with the Company’s policies regarding the protection or authorized external
disclosure of Company information) or to anyone within the Company other than on a need-
to-know basis.
III.Explanation of Insider Trading
“Insider trading” refers to the purchase or sale of a security while in possession of
“material,” “non-public” information relating to the security or its issuer.
“Securities” include stocks, bonds, notes, debentures, options, warrants and other
convertible securities, as well as derivative instruments.
“Purchase” and “sale” are defined broadly under the federal securities law.
“Purchase” includes not only the actual purchase of a security, but any contract to purchase
or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but
any contract to sell or otherwise dispose of a security. These definitions extend to a broad
range of transactions, including conventional cash-for-stock transactions, conversions, gifts,
the exercise of stock options, and acquisitions and exercises of warrants or puts, calls or
other derivative securities.
A.What Facts are Material?
The materiality of a fact depends upon the circumstances. A fact is considered
“material” if there is a substantial likelihood that a reasonable investor would consider it
important in making a decision to buy, sell or hold a security, or if the fact is likely to have a
significant effect on the market price of the security. Material information can be positive or
negative and can relate to virtually any aspect of a company’s business or to any type of
security, debt or equity. Also, information that something is likely to happen in the future—
or even just that it may happen—could be deemed material.
Examples of material information include (but are not limited to) information about:
●corporate earnings or earnings forecasts;
●possible mergers, acquisitions, tender offers or dispositions;
●major new products or product developments;
●important business developments such as developments
regarding strategic collaborations or joint ventures;
●significant incidents involving cybersecurity or data protection;
●management or control changes;
●significant financing developments including pending public sales or offerings
of debt or equity securities; defaults on borrowings;
●bankruptcies;
●cybersecurity or data security incidents; and
●significant litigation or regulatory actions.
A good general rule of thumb: When in doubt, do not trade.
B.What is Non-Public?
Information is “non-public” if it is not available to the general public. In order for
information to be considered “public”, it must be widely disseminated in a manner that
makes it generally available to investors in a Regulation FD-compliant method, such as
through a press release, a filing with the U.S. Securities and Exchange Commission (the
“SEC”) or a Regulation FD-compliant conference call. The circulation of rumors, even if
accurate and reported in the media, does not constitute effective public dissemination. In
addition, even after a public announcement, a reasonable period of time must lapse in order
for the market to react to the information.
The laws and regulations concerning insider trading are complex, and Covered
Persons are encouraged to seek guidance from the General Counsel prior to considering a
transaction in securities.
IV.Statement of Procedures Preventing Insider Trading
The following procedures have been established, and will be maintained and
enforced, by the Company to prevent insider trading. Every officer, director and designated
employee is required to follow these procedures.
A.Pre-Clearance of All Trades by All Officers, Directors and Certain Employees
To provide assistance in preventing inadvertent violations of applicable securities
laws and to avoid the appearance of impropriety in connection with the purchase and sale of
the Company’s securities, all transactions in the Company’s securities (including
without limitation, acquisitions and dispositions of Company stock, gifts, the exercise
of stock options and the sale of Company stock issued upon exercise of stock options)
by officers, directors and such other employees as are designated by the Board of
Directors, the Chief Executive Officer, Chief Financial Officer or the General Counsel
as being subject to this pre-clearance process (each, a “Pre- Clearance Person”) must
be pre-cleared by the Company’s General Counsel. Pre-clearance does not relieve anyone
of his or her responsibility under SEC rules. For the avoidance of doubt, any designation by
the Board of Directors of the employees who are subject to pre-clearance may be updated
from time to time by the Chief Executive Officer, the Chief Financial Officer or the General
Counsel.
A request for pre-clearance in writing (including without limitation by e-mail),
should be made at least two (2) business days in advance of the proposed transaction and
should include the identity of the Pre-Clearance Person, the type of proposed transaction
(for example, an open market purchase, a privately negotiated sale, a gift, an option
exercise, etc.), the proposed date of the transaction and the number of shares, options or
other securities to be involved. In addition, unless otherwise determined by the General
Counsel, the Pre-Clearance Person must execute a certification (in the form approved by the
General Counsel) that he, she or it is not aware of material, non-public information about
the Company. The General Counsel shall have sole discretion to decide whether to clear any
contemplated transaction, provided that the Chief Financial Officer shall have sole
discretion to decide whether to clear transactions by the General Counsel or persons or
entities subject to this policy as a result of their relationship with the General Counsel. All
trades that are pre-cleared must be effected within five business days of receipt of the pre-
clearance unless a specific exception has been granted by the General Counsel (or the Chief
Financial Officer, in the case of the General Counsel or persons or entities subject to this
policy as a result of their relationship with the General Counsel). A pre-cleared trade (or any
portion of a pre-cleared trade) that has not been effected during the five business day period
must be pre-cleared again prior to execution. Notwithstanding receipt of pre- clearance, if
the Pre-Clearance Person becomes aware of material, non-public information or becomes
subject to a black-out period before the transaction is effected, the transaction may not be
completed.
B.Black-Out Periods
No officer, director or other employee designated by the Board of Directors, the
Chief Executive Officer, the Chief Financial Officer or the General Counsel as being
subject to quarterly blackout periods shall purchase, sell or otherwise dispose of any
security of the Company during the period beginning at 11:59 p.m., Eastern time, on
the 14th calendar day before the end of any fiscal quarter of the Company and ending
upon the completion of the second full trading day after the public release of earnings
data for such fiscal quarter or during any other trading suspension period declared by
the Company, except for purchases and sales made pursuant to the permitted transactions
described in Section II. For example, if the Company’s fourth fiscal quarter ends at 11:59
p.m., Eastern time, on December 31, the corresponding blackout period would begin at
11:59 p.m., Eastern time, on December 17. For the avoidance of doubt, any designation by the
Board of Directors of the employees who are subject to quarterly blackout periods may be updated
from time to time by the -Chief Executive Officer, Chief Financial Officer or General Counsel.
Exceptions to the black-out period policy may be approved only by the Company’s
General Counsel (or, in the case of an exception for the General Counsel or persons or
entities subject to this policy as a result of their relationship with the General Counsel, the
Chief Financial Officer or, in the case of exceptions for directors or persons or entities
subject to this policy as a result of their relationship with a director, the Board of Directors).
From time to time, the Company, through the Board of Directors, the Company’s
disclosure committee, the Chief Financial Officer or the General Counsel, may recommend
that officers, directors, employees or others suspend trading in the Company’s securities
because of developments that have not yet been disclosed to the public. Subject to the
exceptions noted above, all of those affected should not trade in the Company’s securities
while the suspension is in effect, and should not disclose to others that the Company has
suspended trading. Any trading suspension will remain effective until revoked by the
General Counsel or his or her designee.
If the Company is required to impose a “pension fund black-out period” under
Regulation BTR, each director and executive officer shall not, directly or indirectly sell,
purchase or otherwise transfer during such black-out period any equity securities of the
Company acquired in connection with his or her service as a director or officer of the
Company, except as permitted by Regulation BTR.
C.Post-Termination Transactions
If an individual is in possession of material, non-public information when his or her
service terminates, that individual may not trade in the Company’s securities until that
information has become public or is no longer material.
V.Additional Prohibited Transactions
Officers, directors and employees shall comply with the following policies with
respect to certain transactions in the Company securities:
A.Short Sales
Short sales of the Company’s securities are prohibited by this Policy. In addition,
Section 16(c) of the 1934 Act absolutely prohibits Section 16 reporting persons (i.e.,
directors, certain officers and the Company’s 10% stockholders) from making short sales of
the Company’s equity securities, i.e., sales of shares that the insider does not own at the
time of sale, or sales of shares against which the insider does not deliver the shares within
20 days after the sale.
B.Options
Options trading, including puts, calls, or other derivative securities on an exchange,
an over-the-counter market, or any other organized market is prohibited by this Policy.
C.Hedging Transactions
Hedging transactions, such as prepaid variable forward contracts, equity swaps,
collars, exchange funds, or other transactions that hedge or offset any decrease in market
value of the Company’s equity securities, are prohibited by this Policy.
D.Purchases of the Company’s Securities on Margin; Pledging the Company’s
Securities to Secure Margin or Other Loans
Purchasing on margin means borrowing from a brokerage firm, bank or other entity
in order to purchase the Company’s securities (other than in connection with a cashless
exercise of stock options through a broker under the Company’s equity plans). Margin
purchases of the Company’s securities are prohibited by this Policy except as otherwise pre-
approved by the Board of Directors in each instance. Pledging the Company’s securities as
collateral to secure loans is prohibited, except as otherwise pre-approved by the Board of
Directors in each instance. This prohibition means, among other things, that, absent the prior
approval of the Board of Directors you cannot hold the Company’s securities in a “margin
account” (which would allow you to borrow against your holdings to buy securities).
E.Partnership Distributions
Nothing in this Policy is intended to limit the ability of a venture capital partnership
or other similar entity with which a director is affiliated to distribute Company securities to
its partners, members or other similar persons. It is the responsibility of each affected
director and the affiliated entity, in consultation with their own counsel (as appropriate), to
determine the timing of any distributions, based on all relevant facts and circumstances and
applicable securities laws.
VI.Rule 10b5-1 Trading Plans
The restrictions in this Policy, except for provisions set forth in the Additional Prohibited
Transactions section, do not apply to transactions under a trading plan (a “Trading Plan”) that
satisfies either:
●the conditions of Rule 10b5-1; or
●the elements of a non-Rule 10b5-1 trading arrangement as defined in Item 408(c)
of Regulation S-K; and
●the General Counsel has pre-approved.
The General Counsel may impose such other conditions on the implementation and
operation of a Trading Plan as the General Counsel deems necessary or advisable. 
An individual may only modify a Trading Plan outside of a blackout period and, in any
event, when the individual does not possess material nonpublic information. Modifications to
and early terminations of a Trading Plan are subject to pre-approval by the General Counsel.
Individuals may not adopt more than one Trading Plan at a time except under the limited
circumstances permitted by Rule 10b5-1 and subject to pre-approval by the General Counsel.
The Company also reserves the right from time to time to suspend, discontinue, or
otherwise prohibit transactions under a Trading Plan if the General Counsel or the Board of
Directors, in its discretion, determines that such suspension, discontinuation, or other prohibition
is in the best interests of the Company.
Compliance of a Trading Plan with the terms of Rule 10b5-1 and the execution of
transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the
Trading Plan, and none of the Company, the General Counsel, or the Company’s other
employees assumes any liability for any delay in reviewing and/or refusing to approve a Trading
Plan submitted for approval, nor the legality or consequences relating to a person entering into,
informing the Company of, or trading under, a Trading Plan.
VII.Annual Policy Training and Compliance
All directors, officers, employees and others subject to this Policy may be asked to
participate in the annual training program to certify their compliance with the terms and
provisions of this Policy.
* * * * *
Effective Date: September 23, 2020
Updated: February 26, 2025
EX-21.1 4 gdrx-20241231xex211.htm EX-21.1 GDRX-2024.12.31-EX 21.1
Exhibit 21.1
Legal Name
Jurisdiction of Incorporation
GoodRx Intermediate Holdings, LLC
Delaware
GoodRx, Inc.
Delaware
Iodine, Inc.
Delaware
GoodRx Care, LLC FKA HeyDoctor, LLC
Delaware
Lighthouse Acquisition Corp.
Delaware
Scriptcycle, LLC
North Carolina
HealthiNation Inc.
Delaware
RxSaver, Inc.
Delaware
Buckeye Acquisition, LLC DBA RxNXT
Delaware
flipMD, Inc.
Delaware
Pharmacy Services, LLC
Delaware
VitaCare Prescription Services, Inc.
Florida
EX-23.1 5 gdrx-20241231xex231.htm EX-23.1 GDRX-2024.12.31-EX 23.1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-249069,
No. 333-254184, No. 333-263118, No. 333-270149, and No. 333-277511) of GoodRx Holdings, Inc. of our report
dated February 27, 2025 relating to the financial statements and the effectiveness of internal control over financial
reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 27, 2025
EX-31.1 6 gdrx-20241231xex311.htm EX-31.1 GDRX-2024.12.31-EX 31.1
Exhibit 31.1
CERTIFICATION
I, Wendy Barnes, certify that:
1.I have reviewed this Annual Report on Form 10-K of GoodRx Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 27, 2025
By:
/s/ Wendy Barnes
Wendy Barnes
Chief Executive Officer & President
(Principal Executive Officer)
EX-31.2 7 gdrx-20241231xex312.htm EX-31.2 GDRX-2024.12.31-EX 31.2
Exhibit 31.2
CERTIFICATION
I, Christopher McGinnis, certify that:
1.I have reviewed this Annual Report on Form 10-K of GoodRx Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 27, 2025
By:
/s/ Christopher McGinnis
Christopher McGinnis
Chief Financial Officer & Treasurer
(Principal Financial Officer)
EX-32.1 8 gdrx-20241231xex321.htm EX-32.1 GDRX-2024.12.31-EX 32.1
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of GoodRx Holdings, Inc. (the “Company”) for the period ended
December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: February 27, 2025
By:
/s/ Wendy Barnes
Wendy Barnes
Chief Executive Officer & President
(Principal Executive Officer)
EX-32.2 9 gdrx-20241231xex322.htm EX-32.2 GDRX-2024.12.31-EX 32.2
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of GoodRx Holdings, Inc. (the “Company”) for the period ended
December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: February 27, 2025
By:
/s/ Christopher McGinnis
Christopher McGinnis
Chief Financial Officer & Treasurer
(Principal Financial Officer)