GDRX Insider Notice: 10,243 Class A Shares via Merrill Lynch (~$40.9k)

Rhea-AI Filing Summary

GoodRx Holdings, Inc. (GDRX) Form 144 notifies the proposed sale of 10,243 Class A shares through Merrill Lynch on approximately 09/05/2025, with an aggregate market value of $40,972 based on the filing. The shares were acquired on 10/15/2015 in a private placement from the issuer and paid in cash. The filing also discloses closely related sales by affiliated parties during the past three months: Spectrum VII Investment Managers' Fund, LP and Spectrum VII Co-Investment Fund, LP sold multiple tranches of Class A shares on 06/06/2025 and 07/03/2025, totaling 18,354 shares and gross proceeds reported across those trades. The filer certifies no undisclosed material adverse information.

Positive

• Securities were held long-term: acquired in a private placement on 10/15/2015, indicating a multi-year holding period
• Transaction routed through a major broker: Merrill Lynch engaged to handle the proposed sale

Negative

• Insiders/affiliates recently sold shares: 18,354 Class A shares sold on 06/06/2025 and 07/03/2025 by affiliated funds, indicating recent liquidity events
• Proposed sale disclosed: 10,243 Class A shares (~$40,972) set for approximately 09/05/2025, which is a disposition of insider-held stock

Insights

Securities Analyst

TL;DR: Director/affiliate proposes to sell a modest block (10,243 shares, ~$40.9k), while affiliated funds executed recent sales totaling 18,354 shares.

The proposed sale size of 10,243 shares valued at $40,972 is small relative to many public float sizes and appears to be an orderly transaction handled by a major broker, Merrill Lynch. The shares originated from a 2015 private placement, indicating a long holding period for these shares. Recent related-party sales on 06/06/2025 and 07/03/2025 show affiliated funds disposing of 18,354 shares for aggregate gross proceeds reported per trade. For investors, these disclosures document liquidity events but do not, by themselves, establish material company-level developments.

Corporate Governance Expert

TL;DR: The filing documents compliance with Rule 144 for insider/affiliate sales and affirms no undisclosed material adverse facts.

The Form 144 includes the required representations that the seller does not possess undisclosed material information and notes that the securities were acquired in a private placement in 2015. Using a registered broker and providing prior three-month sale history by related funds align with regulatory disclosure norms. The filing signals routine monetization of longstanding holdings rather than a governance or disclosure breach.

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	10243	40972.00	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			10243	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 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	06/06/2025	3849	15755.88
Spectrum VII Investment Managers' Fund, LP 140 NEW MONTGOMERY ST FL 20 San Francisco CA 94105	Class A	07/03/2025	6828	32759.38
Spectrum VII Co-Investment Fund, LP 140 NEW MONTGOMERY ST FL 20 San Francisco CA 94105	Class A	07/03/2025	3849	18466.73

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 Form 144 (GDRX) disclose about the proposed sale?

The filing notifies a proposed sale of 10,243 Class A shares via Merrill Lynch with an aggregate market value of $40,972, approximately on 09/05/2025.

When and how were the shares to be sold on the Form 144 acquired?

The 10,243 Class A shares were acquired on 10/15/2015 in a private placement from the issuer and paid in cash.

Did related parties sell GoodRx shares recently according to the filing?

Yes. Spectrum VII Investment Managers' Fund, LP and Spectrum VII Co-Investment Fund, LP reported selling a combined 18,354 Class A shares on 06/06/2025 and 07/03/2025 with gross proceeds reported per trade.

Which broker is handling the proposed sale in the Form 144?

The broker named in the filing is Merrill Lynch, Pierce, Fenner & Smith Incorporated located in San Francisco, CA.

Does the filer represent possession of any undisclosed material information?

By signing the notice the filer represents they do not know any material adverse information