Delaware |
001-39549 |
47-5104396 |
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number) |
(IRS Employer
Identification No.)
|
2701 Olympic Boulevard |
||
Santa Monica, California |
90404 |
|
(Address of Principal Executive
Offices)
|
(Zip Code) |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
Trading
Symbol(s)
|
Name of each exchange on which registered |
||
Class A Common Stock, $0.0001 par value per
share
|
GDRX |
The Nasdaq Stock Market LLC |
99.1* |
||
104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
GOODRX HOLDINGS, INC. |
|||
Date: |
November 4, 2025 |
By: |
/s/ Christopher McGinnis |
Christopher McGinnis
Chief Financial Officer & Treasurer
|


$ in millions |
FY 2025 |
FY 2024 |
YoY Change |
Revenue |
Increase from 2024 |
$792.3 |
- |
Adjusted EBITDA2 |
$265 - $275 |
$260.2 |
2% - 6% |



Three Months Ended |
|||||||||||||
(in millions) |
September 30,
2025
|
June 30,
2025
|
March 31,
2025
|
December 31,
2024
|
September 30,
2024
|
June 30,
2024
|
March 31,
2024
|
||||||
Monthly Active Consumers |
5.4 |
5.7 |
6.4 |
6.6 |
6.5 |
6.6 |
6.7 |
||||||
As of |
|||||||||||||
(in thousands) |
September 30,
2025
|
June 30,
2025
|
March 31,
2025
|
December 31,
2024
|
September 30,
2024
|
June 30,
2024
|
March 31,
2024
|
||||||
Subscription plans |
671 |
668 |
680 |
684 |
701 |
696 |
778 |
||||||

(in thousands, except par values) |
|||
September 30, 2025 |
December 31, 2024 |
||
Assets |
|||
Current assets |
|||
Cash and cash equivalents |
$273,529 |
$448,346 |
|
Accounts receivable, net |
203,738 |
145,934 |
|
Prepaid expenses and other current assets |
88,248 |
64,975 |
|
Total current assets |
565,515 |
659,255 |
|
Property and equipment, net |
11,276 |
12,664 |
|
Goodwill |
421,719 |
410,769 |
|
Intangible assets, net |
62,773 |
52,102 |
|
Capitalized software, net |
142,118 |
124,781 |
|
Operating lease right-of-use assets, net |
29,694 |
27,794 |
|
Deferred tax assets, net |
69,093 |
77,182 |
|
Other assets |
23,319 |
23,520 |
|
Total assets |
$1,325,507 |
$1,388,067 |
|
Liabilities and stockholders' equity |
|||
Current liabilities |
|||
Accounts payable |
$28,725 |
$14,137 |
|
Accrued expenses and other current liabilities |
143,372 |
99,130 |
|
Current portion of debt |
5,000 |
5,000 |
|
Operating lease liabilities, current |
4,761 |
5,636 |
|
Total current liabilities |
181,858 |
123,903 |
|
Debt, net |
484,114 |
486,711 |
|
Operating lease liabilities, net of current portion |
51,260 |
46,040 |
|
Other liabilities |
7,563 |
6,755 |
|
Total liabilities |
724,795 |
663,409 |
|
Stockholders' equity |
|||
Preferred stock, $0.0001 par value |
— |
— |
|
Common stock, $0.0001 par value |
34 |
38 |
|
Additional paid-in capital |
2,016,677 |
2,165,633 |
|
Accumulated deficit |
(1,415,999) |
(1,441,013) |
|
Total stockholders' equity |
600,712 |
724,658 |
|
Total liabilities and stockholders' equity |
$1,325,507 |
$1,388,067 |
|

(in thousands, except per share amounts) |
|||||||
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||
2025 |
2024 |
2025 |
2024 |
||||
Revenue |
$196,028 |
$195,251 |
$602,068 |
$593,741 |
|||
Costs and operating expenses: |
|||||||
Cost of revenue, exclusive of depreciation and
amortization presented separately below
|
13,419 |
11,684 |
40,133 |
36,022 |
|||
Product development and technology |
31,012 |
30,139 |
92,087 |
92,010 |
|||
Sales and marketing |
83,532 |
89,867 |
252,944 |
273,285 |
|||
General and administrative |
32,014 |
25,619 |
90,023 |
94,316 |
|||
Depreciation and amortization |
21,431 |
17,535 |
62,072 |
50,442 |
|||
Total costs and operating expenses |
181,408 |
174,844 |
537,259 |
546,075 |
|||
Operating income |
14,620 |
20,407 |
64,809 |
47,666 |
|||
Other expense, net: |
|||||||
Other (expense) income |
— |
(2,660) |
694 |
(2,660) |
|||
Loss on extinguishment of debt |
— |
(2,077) |
— |
(2,077) |
|||
Interest income |
2,309 |
4,797 |
9,044 |
18,686 |
|||
Interest expense |
(10,829) |
(12,355) |
(32,202) |
(41,564) |
|||
Total other expense, net |
(8,520) |
(12,295) |
(22,464) |
(27,615) |
|||
Income before income taxes |
6,100 |
8,112 |
42,345 |
20,051 |
|||
Income tax expense |
(4,981) |
(4,147) |
(17,331) |
(10,401) |
|||
Net income |
$1,119 |
$3,965 |
$25,014 |
$9,650 |
|||
Earnings per share: |
|||||||
Basic |
$0.00 |
$0.01 |
$0.07 |
$0.03 |
|||
Diluted |
$0.00 |
$0.01 |
$0.07 |
$0.02 |
|||
Weighted average shares used in computing
earnings per share:
|
|||||||
Basic |
346,776 |
379,667 |
360,746 |
385,553 |
|||
Diluted |
347,810 |
388,504 |
361,423 |
393,477 |
|||
Stock-based compensation included in costs and
operating expenses:
|
|||||||
Cost of revenue |
$86 |
$86 |
$308 |
$226 |
|||
Product development and technology |
5,050 |
6,384 |
17,043 |
18,491 |
|||
Sales and marketing |
4,456 |
9,725 |
16,267 |
27,248 |
|||
General and administrative |
8,526 |
10,186 |
25,089 |
32,102 |
|||

(in thousands) |
|||
Nine Months Ended
September 30,
|
|||
2025 |
2024 |
||
Cash flows from operating activities |
|||
Net income |
$25,014 |
$9,650 |
|
Adjustments to reconcile net income to net cash provided by operating
activities:
|
|||
Depreciation and amortization |
62,072 |
50,442 |
|
Loss on extinguishment of debt |
— |
2,077 |
|
Amortization of debt issuance costs and discounts |
1,314 |
2,076 |
|
Non-cash operating lease expense |
3,063 |
2,981 |
|
Stock-based compensation expense |
58,707 |
78,067 |
|
Deferred income taxes |
8,089 |
(642) |
|
Loss on operating lease asset |
4,409 |
— |
|
Other |
476 |
— |
|
Changes in operating assets and liabilities: |
|||
Accounts receivable |
(57,804) |
12,805 |
|
Prepaid expenses and other assets |
(23,233) |
(12,268) |
|
Accounts payable |
14,625 |
(23,167) |
|
Accrued expenses and other current liabilities |
42,208 |
19,778 |
|
Operating lease liabilities |
(4,732) |
(3,250) |
|
Other liabilities |
808 |
600 |
|
Net cash provided by operating activities |
135,016 |
139,149 |
|
Cash flows from investing activities |
|||
Purchase of property and equipment |
(2,280) |
(1,078) |
|
Acquisition |
(30,000) |
— |
|
Capitalized software |
(55,910) |
(52,625) |
|
Net cash used in investing activities |
(88,190) |
(53,703) |
|
Cash flows from financing activities |
|||
Proceeds from long-term debt |
— |
472,033 |
|
Payments on long-term debt |
(3,750) |
(639,038) |
|
Payments of debt issuance costs |
— |
(2,673) |
|
Repurchases of Class A common stock |
(206,942) |
(158,657) |
|
Proceeds from exercise of stock options |
61 |
18,435 |
|
Employee taxes paid related to net share settlement of equity awards |
(11,872) |
(24,922) |
|
Proceeds from employee stock purchase plan |
860 |
857 |
|
Net cash used in financing activities |
(221,643) |
(333,965) |
|
Net change in cash and cash equivalents |
(174,817) |
(248,519) |
|
Cash and cash equivalents |
|||
Beginning of period |
448,346 |
672,296 |
|
End of period |
$273,529 |
$423,777 |
|

(in thousands) | |||||||
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||
2025 |
2024 |
2025 |
2024 |
||||
Prescription transactions revenue |
$127,294 |
$140,419 |
$419,281 |
$432,562 |
|||
Subscription revenue |
20,724 |
21,306 |
62,264 |
65,860 |
|||
Pharma manufacturer solutions revenue |
43,372 |
28,136 |
107,001 |
79,149 |
|||
Other revenue |
4,638 |
5,390 |
13,522 |
16,170 |
|||
Total revenue |
$196,028 |
$195,251 |
$602,068 |
$593,741 |
|||


(dollars in thousands) | |||||||||
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
Year Ended
December 31,
|
|||||||
2025 |
2024 |
2025 |
2024 |
2024 |
|||||
Net income |
$1,119 |
$3,965 |
$25,014 |
$9,650 |
$16,390 |
||||
Adjusted to exclude the following: |
|||||||||
Interest income |
(2,309) |
(4,797) |
(9,044) |
(18,686) |
(23,273) |
||||
Interest expense |
10,829 |
12,355 |
32,202 |
41,564 |
52,922 |
||||
Income tax expense |
4,981 |
4,147 |
17,331 |
10,401 |
15,070 |
||||
Depreciation and amortization |
21,431 |
17,535 |
62,072 |
50,442 |
69,538 |
||||
Other expense (income) |
— |
2,660 |
(694) |
2,660 |
2,660 |
||||
Loss on extinguishment of debt |
— |
2,077 |
— |
2,077 |
2,077 |
||||
Financing related expenses |
— |
66 |
— |
898 |
898 |
||||
Acquisition related expenses |
776 |
65 |
802 |
413 |
557 |
||||
Restructuring related expenses |
5,526 |
— |
7,291 |
441 |
8,902 |
||||
Legal settlement expenses |
5,500 |
— |
5,855 |
13,000 |
13,000 |
||||
Stock-based compensation
expense
|
18,118 |
26,381 |
58,707 |
78,067 |
99,026 |
||||
Payroll tax expense related to
stock-based compensation
|
313 |
510 |
1,547 |
2,236 |
2,471 |
||||
Loss on operating lease asset |
— |
— |
4,409 |
— |
— |
||||
Adjusted EBITDA |
$66,284 |
$64,964 |
$205,492 |
$193,163 |
$260,238 |
||||
Revenue |
$196,028 |
$195,251 |
$602,068 |
$593,741 |
$792,324 |
||||
Net income margin |
0.6% |
2.0% |
4.2% |
1.6% |
2.1% |
||||
Adjusted EBITDA Margin |
33.8% |
33.3% |
34.1% |
32.5% |
32.8% |
||||

(dollars in thousands, except per share amounts) | |||||||
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||
2025 |
2024 |
2025 |
2024 |
||||
Net income |
$1,119 |
$3,965 |
$25,014 |
$9,650 |
|||
Adjusted to exclude the following: |
|||||||
Amortization of intangibles related to acquisitions |
2,793 |
1,961 |
8,379 |
6,837 |
|||
Other expense (income) |
— |
2,660 |
(694) |
2,660 |
|||
Loss on extinguishment of debt |
— |
2,077 |
— |
2,077 |
|||
Financing related expenses |
— |
66 |
— |
898 |
|||
Acquisition related expenses |
776 |
65 |
802 |
413 |
|||
Restructuring related expenses |
5,526 |
— |
7,291 |
441 |
|||
Legal settlement expenses |
5,500 |
— |
5,855 |
13,000 |
|||
Stock-based compensation expense |
18,118 |
26,381 |
58,707 |
78,067 |
|||
Payroll tax expense related to stock-based
compensation
|
313 |
510 |
1,547 |
2,236 |
|||
Loss on operating lease asset |
— |
— |
4,409 |
— |
|||
Income tax effects of excluded items and
adjustments for valuation allowance and excess tax
benefits/deficiencies from equity awards
|
(5,324) |
(5,749) |
(14,223) |
(19,385) |
|||
Adjusted Net Income |
$28,821 |
$31,936 |
$97,087 |
$96,894 |
|||
Revenue |
$196,028 |
$195,251 |
$602,068 |
$593,741 |
|||
Net income margin |
0.6% |
2.0% |
4.2% |
1.6% |
|||
Adjusted Net Income Margin |
14.7% |
16.4% |
16.1% |
16.3% |
|||
Weighted average shares used in computing
earnings per share:
|
|||||||
Basic |
346,776 |
379,667 |
360,746 |
385,553 |
|||
Diluted |
347,810 |
388,504 |
361,423 |
393,477 |
|||
Earnings per share: |
|||||||
Basic |
$0.00 |
$0.01 |
$0.07 |
$0.03 |
|||
Diluted |
$0.00 |
$0.01 |
$0.07 |
$0.02 |
|||
Weighted average shares used in computing
Adjusted Earnings Per Share:
|
|||||||
Basic |
346,776 |
379,667 |
360,746 |
385,553 |
|||
Diluted |
347,810 |
388,504 |
361,423 |
393,477 |
|||
Adjusted Earnings Per Share: |
|||||||
Basic |
$0.08 |
$0.08 |
$0.27 |
$0.25 |
|||
Diluted |
$0.08 |
$0.08 |
$0.27 |
$0.25 |
|||

(dollars in thousands) | |||||||||||||||
GAAP |
Adjusted |
GAAP |
Adjusted |
||||||||||||
Three Months Ended
September 30,
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
||||||||
Cost of revenue |
$13,419 |
$11,684 |
$13,240 |
$11,596 |
$40,133 |
$36,022 |
$39,732 |
$36,093 |
|||||||
% of Revenue |
7% |
6% |
7% |
6% |
7% |
6% |
7% |
6% |
|||||||
Product development and technology |
$31,012 |
$30,139 |
$23,017 |
$23,545 |
$92,087 |
$92,010 |
$70,507 |
$72,210 |
|||||||
% of Revenue |
16% |
15% |
12% |
12% |
15% |
15% |
12% |
12% |
|||||||
Sales and marketing |
$83,532 |
$89,867 |
$77,060 |
$79,961 |
$252,944 |
$273,285 |
$233,430 |
$245,109 |
|||||||
% of Revenue |
43% |
46% |
39% |
41% |
42% |
46% |
39% |
41% |
|||||||
General and administrative |
$32,014 |
$25,619 |
$16,427 |
$15,185 |
$90,023 |
$94,316 |
$52,907 |
$47,166 |
|||||||
% of Revenue |
16% |
13% |
8% |
8% |
15% |
16% |
9% |
8% |
|||||||
Depreciation and amortization |
$21,431 |
$17,535 |
$18,638 |
$15,574 |
$62,072 |
$50,442 |
$53,693 |
$43,605 |
|||||||
% of Revenue |
11% |
9% |
10% |
8% |
10% |
8% |
9% |
7% |
|||||||
Operating income |
$14,620 |
$20,407 |
$47,646 |
$49,390 |
$64,809 |
$47,666 |
$151,799 |
$149,558 |
|||||||
% of Revenue |
7% |
10% |
24% |
25% |
11% |
8% |
25% |
25% |
|||||||

(dollars in thousands) |
|||||||
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||
2025 |
2024 |
2025 |
2024 |
||||
Cost of revenue |
$13,419 |
$11,684 |
$40,133 |
$36,022 |
|||
Restructuring related expenses |
(90) |
— |
(80) |
311 |
|||
Stock-based compensation expense |
(86) |
(86) |
(308) |
(226) |
|||
Payroll tax expense related to stock-based compensation |
(3) |
(2) |
(13) |
(14) |
|||
Adjusted cost of revenue |
$13,240 |
$11,596 |
$39,732 |
$36,093 |
|||
Product development and technology |
$31,012 |
$30,139 |
$92,087 |
$92,010 |
|||
Acquisition related expenses |
— |
(10) |
— |
(62) |
|||
Restructuring related expenses |
(2,782) |
— |
(3,689) |
(112) |
|||
Stock-based compensation expense |
(5,050) |
(6,384) |
(17,043) |
(18,491) |
|||
Payroll tax expense related to stock-based compensation |
(163) |
(200) |
(848) |
(1,135) |
|||
Adjusted product development and technology |
$23,017 |
$23,545 |
$70,507 |
$72,210 |
|||
Sales and marketing |
$83,532 |
$89,867 |
$252,944 |
$273,285 |
|||
Acquisition related expenses |
— |
(55) |
— |
(351) |
|||
Restructuring related expenses |
(1,935) |
— |
(2,870) |
(114) |
|||
Stock-based compensation expense |
(4,456) |
(9,725) |
(16,267) |
(27,248) |
|||
Payroll tax expense related to stock-based compensation |
(81) |
(126) |
(377) |
(463) |
|||
Adjusted sales and marketing |
$77,060 |
$79,961 |
$233,430 |
$245,109 |
|||
General and administrative |
$32,014 |
$25,619 |
$90,023 |
$94,316 |
|||
Financing related expenses |
— |
(66) |
— |
(898) |
|||
Acquisition related expenses |
(776) |
— |
(802) |
— |
|||
Restructuring related expenses |
(719) |
— |
(652) |
(526) |
|||
Legal settlement expenses |
(5,500) |
— |
(5,855) |
(13,000) |
|||
Stock-based compensation expense |
(8,526) |
(10,186) |
(25,089) |
(32,102) |
|||
Payroll tax expense related to stock-based compensation |
(66) |
(182) |
(309) |
(624) |
|||
Loss on operating lease asset |
— |
— |
(4,409) |
— |
|||
Adjusted general and administrative |
$16,427 |
$15,185 |
$52,907 |
$47,166 |
|||
Depreciation and amortization |
$21,431 |
$17,535 |
$62,072 |
$50,442 |
|||
Amortization of intangibles related to acquisitions |
(2,793) |
(1,961) |
(8,379) |
(6,837) |
|||
Adjusted depreciation and amortization |
$18,638 |
$15,574 |
$53,693 |
$43,605 |
|||
Operating income |
$14,620 |
$20,407 |
$64,809 |
$47,666 |
|||
Amortization of intangibles related to acquisitions |
2,793 |
1,961 |
8,379 |
6,837 |
|||
Financing related expenses |
— |
66 |
— |
898 |
|||
Acquisition related expenses |
776 |
65 |
802 |
413 |
|||
Restructuring related expenses |
5,526 |
— |
7,291 |
441 |
|||
Legal settlement expenses |
5,500 |
— |
5,855 |
13,000 |
|||
Stock-based compensation expense |
18,118 |
26,381 |
58,707 |
78,067 |
|||
Payroll tax expense related to stock-based compensation |
313 |
510 |
1,547 |
2,236 |
|||
Loss on operating lease asset |
— |
— |
4,409 |
— |
|||
Adjusted operating income |
$47,646 |
$49,390 |
$151,799 |
$149,558 |
|||