[144] GoodRx Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

GoodRx Holdings, Inc. (GDRX) submitted a Form 144 notice reporting a proposed sale of 5,773 Class A shares through Merrill Lynch on 09/05/2025, with an aggregate market value of $23,092 and 98,580,674 Class A shares outstanding. The filing states these shares were acquired in a private placement on 10/15/2015 and paid in cash. The notice also lists prior sales by related entities in June and July 2025 totaling 21,354 shares across four transactions with gross proceeds shown for each. The signer certifies no undisclosed material adverse information and references Rule 10b5-1 plan language in the remarks.

Positive

• Disclosure of acquisition details: the filing states shares were acquired in a private placement on 10/15/2015 and paid in cash, clarifying holding period eligibility under Rule 144
• Broker and sale timing provided: the filing names Merrill Lynch and an approximate sale date of 09/05/2025, giving transparency on execution arrangements
• Prior sale history included: four transactions in June and July 2025 are listed with share counts and gross proceeds, aiding traceability of recent dispositions

Negative

• No 10b5-1 plan adoption date provided: the remarks reference trading plans but do not state a plan adoption date, so the filing does not confirm sales are pursuant to a pre-established plan
• Insider selling activity: related parties sold a combined 21,354 shares in June–July 2025, which may be perceived negatively despite being small relative to outstanding shares

Insights

Securities Analyst

TL;DR: Routine Rule 144 sale notice; amount is small relative to outstanding shares and recent related-party dispositions occurred.

The Form 144 reports a proposed sale of 5,773 Class A shares valued at $23,092, representing a de minimis portion of the 98.6 million shares outstanding. The filing documents acquisition via a 2015 private placement and cash payment, which clarifies the holding period and transferability conditions. Related entities executed sales in June and July 2025 totaling 21,354 shares with specified gross proceeds, indicating prior liquidity events. For investors, this is a factual disclosure of planned and recent insider-related sales without operational or financial statements attached.

Compliance Analyst

TL;DR: Filing appears procedurally complete and includes required acquisition and sale history; signer attests no undisclosed material information.

The notice provides required details: broker name and address (Merrill Lynch, San Francisco), dates of acquisition and payment, and past three months' sale records with amounts and gross proceeds. The signature/attestation language references Rule 10b5-1 plan adoption but does not state a plan date. The absence of a specific trading-plan adoption date means no explicit evidence in this filing that sales are pursuant to a 10b5-1 plan, though the form text acknowledges that possibility. Overall, the filing fulfills Rule 144 disclosure elements based on the content provided.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Merrill Lynch, Pierce, Fenner & Smith Incorporated 555 California Street 18th Floor San Francisco CA 94104	5773	23092.00	98580674	09/05/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	10/15/2015	Private Placement	Issuer			5773	10/15/2015	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Spectrum VII Co-Investment Fund, LP 140 New Montgomery St FL 20 San Francisco CA 94105	Class A	06/06/2025	3849	15755.88
Spectrum VII Investment Managers' Fund, LP 140 NEW MONTGOMERY ST FL 20 San Francisco CA 94105	Class A	06/06/2025	6828	27950.41
Spectrum VII Co-Investment Fund, LP 140 New Montgomery St FL 20 San Francisco, CA 94105	Class A	07/03/2025	3849	18466.73
Spectrum VII Investment Managers' Fund, LP 140 NEW MONTGOMERY ST FL 20 San Francisco CA 94105	Class A	07/03/2025	6828	32759.38

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does GoodRx's (GDRX) Form 144 report?

The Form 144 reports a proposed sale of 5,773 Class A shares valued at $23,092 to be sold via Merrill Lynch on 09/05/2025.

When and how were the shares being sold acquired?

The shares were acquired in a private placement on 10/15/2015 and payment was made in cash on that date.

Has there been recent insider-related selling by parties connected to this filing?

Yes. The filing lists four sales in June and July 2025 totaling 21,354 Class A shares with gross proceeds shown for each transaction.

Who is the broker handling the proposed sale?

The broker named is Merrill Lynch, Pierce, Fenner & Smith Incorporated, San Francisco office at 555 California Street, 18th Floor.

How large is the proposed sale relative to outstanding shares?

The proposed 5,773 shares compare to 98,580,674 Class A shares outstanding, making the amount de minimis relative to total outstanding shares.

Does the filing confirm a 10b5-1 trading plan governs the sale?

No. The remarks reference 10b5-1 plans generally, but the filing does not state a specific plan adoption date or explicitly confirm the sale is pursuant to such a plan.