GoodRx says not to rely on Q1, Q2 2026 results

GoodRx's preliminary six-month revenue adjustment is $29.773 million, and amended quarterly reports are in progress.

Available on EDGAR 11/02/2026 - 04:17 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:17 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

GoodRx Holdings, Inc.'s Audit and Risk Committee concluded that the company's condensed consolidated financial statements for the quarters ended March 31 and June 30, 2026, and the six months ended June 30, 2026, should no longer be relied upon. The company said revenue from certain Pharma Direct transactions was not recognized in the periods when required under Accounting Standards Codification 606, understating Pharma Direct and total revenue.

Preliminary adjustments increase six-month total revenue by $29.773 million to $424.190 million and net income by $14.847 million to $24.552 million. The company is working to file amended Forms 10-Q as soon as practicable; the amounts remain subject to change. It currently expects to report one or more material weaknesses in internal control over financial reporting as of the end of each affected period.

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2 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Major pointMarch and June 2026 statements should no longer be relied upon.
• Major point. Forward-looking: it has not happened yet and may not happen.GoodRx expects one or more material weaknesses at both 2026 period-ends.

Filing Explained

No pre-2026 effect has been identified; the disclosed correction also reaches operating income and diluted per-share earnings.

The preliminary restatement remains in progress, and GoodRx says it has identified no impact on periods before fiscal 2026; the known correction covers the first two 2026 quarters.

For the six months ended June 30, 2026, the adjustment increases reported operating income and raises diluted earnings per share by $0.04.

8-K Event Classification

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

1 item

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance

Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.

Key Figures

Pharma Direct revenue adjustment: $7.500 million Pharma Direct revenue adjustment: $22.273 million Total revenue adjustment: $29.773 million +4 more

7 metrics

Pharma Direct revenue adjustment $7.500 million Preliminary restatement adjustment for the three months ended March 31, 2026

Pharma Direct revenue adjustment $22.273 million Preliminary restatement adjustment for the three months ended June 30, 2026

Total revenue adjustment $29.773 million Preliminary restatement adjustment for the six months ended June 30, 2026

Total revenue as restated $424.190 million Preliminary amount for the six months ended June 30, 2026

Net income adjustment $14.847 million Preliminary restatement adjustment for the six months ended June 30, 2026

Net income as restated $24.552 million Preliminary amount for the six months ended June 30, 2026

Diluted earnings per share as restated $0.07 Preliminary amount for the six months ended June 30, 2026

Key Terms

revenue recognition, Accounting Standards Codification 606, material weaknesses in internal control over financial reporting

3 terms

revenue recognition financial

"revenue recognition for certain transactions related to Pharma Direct revenue"

Revenue recognition is the accounting rule that determines when a company records a sale as income on its financial statements, which may differ from when cash actually arrives. It matters to investors because the timing and method used can change reported profits and growth, so understanding it is like knowing whether a scoreboard counts goals as soon as they’re scored or only after they’re confirmed — the timing affects comparisons, forecasts, and valuation.

Accounting Standards Codification 606 financial

"in accordance with Accounting Standards Codification 606"

material weaknesses in internal control over financial reporting financial

"one or more material weaknesses in internal control over financial reporting"

A material weakness in internal control over financial reporting is a significant flaw in a company’s processes that increases the likelihood its financial statements could be wrong or misleading. Think of it as a broken checkpoint in an airport security line: if it fails, errors or fraud can pass through undetected. Investors care because these weaknesses raise the risk that reported earnings, assets, or liabilities are inaccurate, which can affect valuation, trust, and investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did GDRX's first-half 2026 revenue change?

The preliminary restatement adjustment adds $29.773 million to revenue for the six months ended June 30, 2026, taking total revenue from $394.417 million as reported to $424.190 million as restated.

Which GoodRx reports and communications are affected?

GoodRx said previously issued or filed reports, press releases, earnings releases, investor presentations and other communications describing the affected financial statements and related financial information should also no longer be relied upon.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001809519FALSE2701 Olympic BoulevardSanta MonicaCalifornia00018095192026-10-272026-10-27

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): October 27, 2026

________________________________________

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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim

Review

On October 27, 2026, the Audit and Risk Committee of the Board of Directors (the “Board”) of GoodRx Holdings, Inc. (the

“Company”), after discussion with management of the Company and the Company’s independent registered public

accounting firm, KPMG LLP (“KPMG”), concluded that the Company’s condensed consolidated financial statements for the

fiscal quarter and year-to-date periods ended March 31, 2026 and June 30, 2026 (collectively, the “Affected Periods”) should

no longer be relied upon due to the understatement of Pharma Direct revenue. Similarly, any previously issued or filed

reports, press releases, earnings releases, and investor presentations or other communications describing the Company’s

condensed consolidated financial statements and other related financial information for the Affected Periods should no

longer be relied upon.

In connection with an ongoing Audit and Risk Committee review of the Company’s revenue recognition for certain

transactions related to Pharma Direct revenue, the Company determined that a portion of revenue was not recognized

during each Affected Period that should have been recognized in each such period in accordance with Accounting

Standards Codification 606. This error resulted in an understatement of Pharma Direct revenue and total revenue in each

Affected Period. The Company has not identified any impact to previously issued financial statements for periods prior to

fiscal year 2026.

The Company expects the principal effects on its previously reported results for the Affected Periods to be as follows:

(in thousands, except for per share amounts)	Three months ended March 31, 2026						Three months ended June 30, 2026						Six months ended June 30, 2026
	As Reported		Restatement Adjustments		As Restated		As Reported		Restatement Adjustments		As Restated		As Reported		Restatement Adjustments		As Restated
Pharma Direct revenue	$52,230		$7,500		$59,730		$61,628		$22,273		$83,901		$113,858		$29,773		$143,631
Total revenue	194,006		7,500		201,506		200,411		22,273		222,684		394,417		29,773		424,190
Operating income	14,009		5,310		19,319		23,632		14,877		38,509		37,641		20,187		57,828
Net income	1,169		3,791		4,960		8,536		11,056		19,592		9,705		14,847		24,552
Earnings per share:
Basic	$0.00		$0.01		$0.01		$0.03		$0.03		$0.06		$0.03		$0.04		$0.07
Diluted	$0.00		$0.01		$0.01		$0.02		$0.03		$0.06		$0.03		$0.04		$0.07

These amounts are preliminary and remain subject to change as the Company completes its review and the restatement

process. The Company is working to complete the restatement of its condensed consolidated financial statements for the

Affected Periods by filing amended Forms 10-Q for such periods as soon as practicable.

The Company is also assessing the impact of these restatements on its internal control over financial reporting and

conclusions with respect to the effectiveness of disclosure controls and procedures for the prior periods. The Company

currently expects to report that one or more material weaknesses in internal control over financial reporting existed as of the

end of each Affected Period.

The Audit and Risk Committee and the Company’s management have discussed the matters disclosed pursuant to this Item

4.02 with KPMG.

Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-

looking statements, including without limitation statements regarding the anticipated impact of the above errors on the

previously reported results for the Affected Periods, the anticipated restatement of the Company’s condensed consolidated

financial statements for the Affected Periods, and potential material weaknesses in internal control over financial reporting.

Such statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s

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, risks related to the completion of the

Audit and Risk Committee’s review of the Company’s revenue recognition for certain transactions related to Pharma Direct

revenue, the restatement of the Company’s financial statements and the sufficiency of the Company’s internal control over

financial reporting; as well as the other important factors discussed in the section entitled “Risk Factors” of the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in its other filings with the Securities and

Exchange Commission. The forward-looking statements in this Form 8-K are based upon information available to the

Company as of the date of this Form 8-K, and while the Company believes such information forms a reasonable basis for

such statements, such information may be limited or incomplete, and these statements should not be read to indicate that

the Company has 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. While the

Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do

so, even if subsequent events cause its views to change.

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:	November 2, 2026	By:	/s/ Wendy Barnes
			Name: Wendy Barnes Title: Chief Executive Officer & President

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