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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 9, 2025

________________________________________

GoodRx Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________________


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)

Registrant’s Telephone Number, Including Area Code: (855) 268-2822

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:


☐	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))

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 per share	GDRX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On December 9, 2025, the Board of Directors of GoodRx Holdings, Inc. (the “Company”) approved the entry by

GoodRx, Inc. (a subsidiary of the Company) into retention bonus letter agreements (the “Retention Bonus Agreements”) with

each of Wendy Barnes, Chief Executive Officer and President of the Company, and Chris McGinnis, Chief Financial Officer

and Treasurer of the Company. The Retention Bonus Agreements were entered into on December 9, 2025.

Pursuant to their respective Retention Bonus Agreements, Ms. Barnes and Mr. McGinnis are eligible to receive cash

retention bonuses in the amounts of $2,000,000 and $1,000,000, respectively (the “Retention Bonuses”), payable within 15

days following the execution of their respective Retention Bonus Agreements. The Retention Bonuses are subject to

repayment if the executive’s employment is terminated either (a) by the executive without “good reason” or (b) by the

Company for “cause” (each, as defined in the Retention Bonus Agreements), as follows: (i) one hundred percent (100%) of

the after-tax amount of the Retention Bonus if such termination occurs on or prior to December 31, 2026 or (ii) fifty percent

(50%) of the after-tax amount of the Retention Bonus if such termination occurs on or after January 1, 2027 but prior to

December 31, 2027. Under the Retention Bonus Agreements, Ms. Barnes and Mr. McGinnis shall not receive any payment

under the Company’s 2025 executive bonus plan or any Company annual cash incentive or discretionary bonus program

applicable to all or a portion of 2025.

The foregoing description of the Retention Bonus Agreements does not purport to be complete and is subject to, and

qualified in its entirety by, the full text of the Retention Bonus Agreements, copies of which are filed as Exhibit 10.1 and

Exhibit 10.2 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are included with this Current Report on Form 8-K:


10.1		Letter Agreement, by and between GoodRx, Inc. and Ms. Barnes, dated December 9, 2025
10.2		Letter Agreement, by and between GoodRx, Inc. and Mr. McGinnis, dated December 9, 2025

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report

to be signed on its behalf by the undersigned hereunto duly authorized.


			GOODRX HOLDINGS, INC.

Date:	December 12, 2025	By:	/s/ Romin Nabiey
			Name: Romin Nabiey Title: Chief Accounting Officer

EX-10.1 2 ex101goodrx-retentionbonus.htm EX-10.1 EX 10.1 GoodRx - Retention Bonus Agreement W. Barnes

Exhibit 10.1

December 9, 2025

Wendy Barnes

Dear Ms. Barnes,

Thank you for your continued service and dedication to GoodRx, Inc. (“GoodRx” or “the

Company”) in your role as Chief Executive Officer & President. In recognition of your continued service

and to incentivize your continued employment at GoodRx, GoodRx is pleased to offer you a one-time

cash retention bonus in the amount of $2,000,000, less all applicable withholdings and deductions

required by law (“Retention Bonus”), subject to the terms and conditions in this letter agreement (“Letter

Agreement”).

Retention Bonus

The Retention Bonus shall be paid to you within 15 days following the date on which you execute

and return this Letter Agreement. If your employment with the Company is terminated by the Company

for Cause or by you without Good Reason (each, as defined on Annex A), in either case, prior to

December 31, 2027 (the “Retention Date”), then all or a portion of the after-tax amount of the Retention

Bonus paid to you shall be repaid promptly by you to the Company within 30 days following your

termination date. The amount to be paid (“Repayment Amount”) will be:

(i)100% of the after-tax amount of the Retention Bonus paid to you, if such termination

occurs on or prior to December 31, 2026; and

(ii)50% of the after-tax amount of the Retention Bonus paid to you, if such termination

occurs on or after January 1, 2027 but prior to the Retention Date.

If your employment terminates due to your death or Disability (as defined on Annex A), in either

case, prior to the Retention Date, then the repayment obligation described herein shall not apply.

Tax Code Section 280G

Notwithstanding any other provision of this Letter Agreement, in the event that any payment or

benefit received or to be received by you (whether pursuant to the terms of this Letter Agreement or any

other plan, arrangement or agreement) (all such payments and benefits, including the Retention Bonus,

being hereinafter referred to as the “Total Payments”), would be subject (in whole or part) to the excise

tax imposed under Internal Revenue Code (“Code”) Section 4999 (the “Excise Tax”), then, after taking

into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such

other plan, arrangement or agreement, the Retention Bonus under this Letter Agreement shall be reduced,

to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but only if (i)

the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal,

state and local income taxes on such reduced Total Payments and after taking into account the phase out

of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater

than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting

the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise

Tax to which you would be subject in respect of such unreduced Total Payments and after taking into

account the phase out of itemized deductions and personal exemptions attributable to such unreduced

Total Payments). In all cases, if there are any reductions to the Total Payments under this paragraph, the

reduction shall be performed in a manner which results in the greatest after-tax amount being retained by

you and in a manner which comports with Section 409A of the Code.

For purposes of determining whether and the extent to which the Total Payments will be subject

to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which you shall have

waived at such time and in such manner as not to constitute a “payment” within the meaning of Section

280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into

account which, in the written opinion of an independent, nationally recognized accounting firm (the

“Independent Advisors”) selected by the Company (provided, however, that Independent Advisors may

not without your written consent be the firm which serves as the auditor for the ultimate parent of the

entity acquiring the Company), does not constitute a “parachute payment” within the meaning of Section

280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code), and, in calculating

the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of

Independent Advisors, constitutes reasonable compensation for services actually rendered, within the

meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section

280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash

benefit or any deferred payment or benefit included in the Total Payments shall be determined by the

Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

Miscellaneous

Your employment remains at-will, meaning that you or the Company may terminate the

employment relationship at any time, with or without cause, and with or without notice.

This Letter Agreement may not be amended or modified unless in writing signed by both you and

GoodRx. This Letter Agreement contains all of the understandings and representations between GoodRx

and you relating to the Retention Bonus and supersedes all prior and contemporaneous understandings,

discussions, agreements, representations, and warranties, both written and oral, with respect to any

retention bonus. In consideration of your eligibility to receive the Retention Bonus, you hereby

acknowledge and agree that you have no rights, title or interest in receiving any payment, award, or

benefit under the Company’s 2025 executive bonus plan (including any annual bonus opportunity or

“incentive bonus” referenced in your employment offer letter or agreement with respect to 2025), or any

Company annual cash incentive or discretionary bonus program applicable to all or a portion of the 2025.

This Letter Agreement and all related documents, and all matters arising out of or relating to this

Letter Agreement, whether sounding in contract, tort, or statute for all purposes shall be governed by and

construed in accordance with the laws of the state in which you reside at the time you accept this Letter

Agreement, without giving effect to any conflict of laws principles that would cause the laws of any other

jurisdiction to apply, provided, however, that any existing arbitration agreement between you and the

Company will govern any disputes hereunder to the fullest extent permitted by law.

Please sign and date this Letter Agreement and return it to Vina Leite, Chief People Officer no

later than December 11, 2025. Your signature, which reflects your agreement to the terms and conditions

for earning this Retention Bonus, is required in order to earn and receive this payment. We look forward

to your continued employment with us.

Sincerely,

GOODRX, INC.

By:/s/Vina Leite

Vina Leite, Chief People Officer

Agreed and Accepted

I HAVE CAREFULLY REVIEWED AND CONSIDERED THE TERMS OF THIS LETTER

AGREEMENT; I FULLY UNDERSTAND ALL OF ITS TERMS AND VOLUNTARILY AGREE TO

EACH OF THEM; AND I INTEND TO BE LEGALLY BOUND BY THIS LETTER AGREEMENT.

Dated: 12/9/2025By: /s/Wendy Barnes

Print Name: Wendy Barnes

Annex A: Certain Definitions

“2020 Plan” means the GoodRx Holdings, Inc. 2020 Incentive Award Plan, as may be amended from

time to time.

“Cause” means the definition of “Cause” contained in your employment agreement with GoodRx

dated December 12, 2024.

“Disability” shall have the meaning set forth in the 2020 Plan.

“Good Reason” the definition of “Good Reason” contained in your employment agreement with

GoodRx dated December 12, 2024.

EX-10.2 3 ex102goodrx-retentionbonus.htm EX-10.2 EX 10.2 GoodRx - Retention Bonus Agreement C.McGinnis

Exhibit 10.2

December 9, 2025

Christopher McGinnis

Dear Mr. McGinnis,

Thank you for your continued service and dedication to GoodRx, Inc. (“GoodRx” or “the

Company”) in your role as Chief Financial Officer & Treasurer. In recognition of your continued service

and to incentivize your continued employment at GoodRx, GoodRx is pleased to offer you a one-time

cash retention bonus in the amount of $1,000,000, less all applicable withholdings and deductions