GoodRx (GDRX) replaces PwC with KPMG as independent auditor for 2026

Rhea-AI Filing Summary

GoodRx Holdings, Inc. has changed its independent auditor. The Audit and Risk Committee approved the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and dismissed PricewaterhouseCoopers LLP from this role.

PWC’s audit reports on the 2025 and 2024 consolidated financial statements contained no adverse opinions, disclaimers, or qualifications. The company reports no disagreements or reportable events with PwC through March 14, 2026, and states it did not consult KPMG on accounting or auditing matters before this appointment.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001809519FALSE2701 Olympic BoulevardSanta MonicaCalifornia00018095192026-03-142026-03-14

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): March 14, 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 4.01. Changes in Registrant’s Certifying Accountant

On March 14, 2026, the Audit and Risk Committee of the Board of Directors of GoodRx Holdings, Inc. (the

“Company”), following a competitive proposal process, approved the appointment of KPMG LLP (“KPMG”) as the

Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the

dismissal of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm.

The audit reports of PwC on the consolidated financial statements of the Company as of and for the years ended

December 31, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or

modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through March 14,

2026, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions

thereto with PwC on any matter of accounting principles or practices, consolidated financial statement disclosure, or auditing

scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make

reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements

of the Company for such years, and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and

the related instructions thereto.

The Company has provided PwC with a copy of the disclosures under this Current Report on Form 8-K and has

requested that PwC furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees

with the statements contained herein and, if not, stating the respects in which it does not agree. A copy of PwC’s letter, dated

March 18, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the fiscal years ended December 31, 2025 and 2024, and during the subsequent interim period through March

14, 2026, neither the Company nor anyone on its behalf consulted with KPMG regarding: (i) the application of accounting

principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the

Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that

KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing,

or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of

Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

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

16.1		Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission, dated March 18, 2026.
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:	March 18, 2026	By:	/s/ Christopher McGinnis
			Name: Christopher McGinnis Title: Chief Financial Officer & Treasurer

FAQ

What auditor change did GoodRx (GDRX) disclose in this 8-K?

GoodRx’s Audit and Risk Committee approved appointing KPMG LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026, and dismissed PricewaterhouseCoopers LLP from that role after a competitive proposal process.

Were there any disagreements between GoodRx (GDRX) and PwC before the auditor change?

GoodRx reports no disagreements with PwC on accounting principles, financial statement disclosure, or auditing scope or procedure, and no reportable events, for the fiscal years ended 2025 and 2024 and the interim period through March 14, 2026.

How did PwC’s prior audit opinions on GoodRx (GDRX) look?

PwC’s audit reports on GoodRx’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinion, no disclaimer of opinion, and were not qualified or modified for uncertainty, audit scope, or accounting principles.

Did GoodRx (GDRX) consult KPMG before appointing it as auditor?

GoodRx states that, during 2024, 2025 and through March 14, 2026, it did not consult KPMG on applying accounting principles, potential audit opinions, any disagreements, or any reportable events regarding its consolidated financial statements.

What document did PwC provide in connection with GoodRx’s (GDRX) auditor change?

PwC furnished a letter to the U.S. Securities and Exchange Commission dated March 18, 2026, addressing GoodRx’s statements about the auditor change, and this letter is filed as Exhibit 16.1 with the current report.

Who signed the GoodRx (GDRX) report about the auditor change?

The report describing GoodRx’s change in independent auditor was signed on behalf of the company by Christopher McGinnis, who serves as Chief Financial Officer and Treasurer, dated March 18, 2026.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16.1 EX-16.1 5.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB