[8-K] GoodRx Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

GoodRx Holdings announced that Co‑Chairman Trevor Bezdek ended his employment and executive officer service upon his employment agreement’s expiration on November 1, 2025, and will continue as a non‑employee Co‑Chairman of the Board.

As a non‑employee director, he will be eligible for the standard program: a $30,000 annual cash retainer for Board service, $10,000 for Nominating and Corporate Governance Committee service, and $75,000 for Co‑Chair of the Board, each pro‑rated for 2025. If serving on the Board as of the annual meeting date, he is also eligible for an annual RSU award valued at $230,000.

In connection with the transition, the Board granted RSUs valued at $420,000 (vesting one‑third annually over three years) and $134,219 (vesting in full on the earlier of June 3, 2026 or the 2026 Annual Meeting), effective November 2, 2025. The RSU share counts were determined using the 30‑day average closing price preceding the grant dates. He may defer cash retainers and RSU settlements under the Deferred Compensation Plan.

Insights

Corporate governance analyst

Executive role ends; remains Co‑Chair with defined director compensation.

GoodRx reports that Trevor Bezdek concluded his employment and executive officer role as of November 1, 2025, while staying on as a non‑employee Co‑Chairman. The filing outlines standard director cash retainers and equity eligibility, plus two transition RSU awards: $420,000 (three‑year vesting) and $134,219 (single vest by June 3, 2026 or the 2026 annual meeting).

This keeps Board continuity while formalizing compensation at non‑employee levels. The RSU share counts are tied to the 30‑day average closing price, aligning grants with recent trading levels. Actual dilution depends on vesting and any deferral elections under the Deferred Compensation Plan.

Key dated items include the employment end on November 1, 2025, grant effectiveness on November 2, 2025, and the vesting checkpoint by June 3, 2026. No operational or financial performance changes are stated here; impacts center on governance and equity awards.

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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): October 31, 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 October 31, 2025, GoodRx Holdings, Inc. (the “Company”) and Trevor Bezdek, the Company’s Co-Chairman of

the Board of Directors (the “Board”), mutually agreed to end Mr. Bezdek’s employment and executive officer service with the

Company and its subsidiaries upon the expiration of his employment agreement on November 1, 2025. Mr. Bezdek will

continue to serve as a Co-Chairman of the Board as a non-employee director.

Compensation of Mr. Bezdek

Following his termination of employment, as a non-employee director, Mr. Bezdek will be eligible to receive the

standard compensation received by non-employee directors under the Company’s second amended and restated Non-

Employee Director Compensation Program (the “A&R Director Compensation Program”) and will be permitted to participate

in the Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”). Under the A&R Director

Compensation Program, Mr. Bezdek will be eligible to receive (i) an annual cash retainer of $30,000 for his service on the

Board (pro-rated based on his service as a non-employee director during the 2025 fiscal year), (ii) an additional annual cash

retainer of $10,000 for his service as the member of the Nominating and Corporate Governance Committee (pro-rated

based on his service during the 2025 fiscal year) (iii) an additional annual cash retainer of $75,000 for his service as Co-

Chair of the Board (pro-rated based on his service during the 2025 fiscal year and to which Scott Wagner will also be

entitled) and (iv) if serving on the Board as of the date of the annual meeting of the Company’s stockholders for a given

calendar year, an annual award of restricted stock units (“RSUs”) with a value of $230,000 granted on such annual meeting

date. Additionally, in connection with Mr. Bezdek’s transition to a non-employee director, the Board, based on the

recommendation of its Compensation Committee, granted Mr. Bezdek (a) a one-time initial award of RSUs with a value of

$420,000, which will vest as to one-third of the shares underlying the grant on each of the first three anniversaries of the

grant date, subject to continued service through the applicable vesting date; and (b) an award of RSUs with a value of

$134,219, which will vest in full on the earlier of (i) June 3, 2026 and (ii) the date of the 2026 Annual Meeting of

Stockholders, subject to continued service through the applicable vesting date. These awards were granted effective on

November 2, 2025, and the number of RSUs underlying each award was determined by dividing the applicable award value

by the average closing price for the Company’s Class A common stock over the 30 calendar days preceding the grant dates.

Pursuant to the Deferred Compensation Plan, Mr. Bezdek will be permitted to defer (i) all or a portion of his annual

cash retainers (including any cash retainers for service on a committee) earned under the A&R Director Compensation

Program and (ii) the settlement of any of his RSU awards granted under the A&R Director Compensation Program beyond

the applicable vesting period in accordance with the terms and conditions set forth in the Deferred Compensation Plan.

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  3, 2025	By:	/s/ Christopher McGinnis
			Name: Christopher McGinnis Title: Chief Financial Officer & Treasurer

FAQ

What change did GoodRx (GDRX) announce regarding Trevor Bezdek?

His employment and executive officer service ended upon his agreement’s expiration on November 1, 2025; he remains as a non‑employee Co‑Chairman of the Board.

What director compensation will Trevor Bezdek be eligible for at GoodRx (GDRX)?

An annual cash retainer of $30,000, $10,000 for Nominating and Corporate Governance Committee service, $75,000 for Co‑Chair, and an annual RSU award valued at $230,000 if serving on the Board at the annual meeting date.

What transition equity awards did GoodRx (GDRX) grant to Trevor Bezdek?

RSUs valued at $420,000 vesting one‑third annually over three years, and RSUs valued at $134,219 vesting in full on the earlier of June 3, 2026 or the 2026 Annual Meeting.

When were Trevor Bezdek’s RSU grants at GoodRx (GDRX) effective?

The awards were granted effective November 2, 2025.

How were the RSU share counts determined for Trevor Bezdek at GoodRx (GDRX)?

By dividing each award’s value by the average closing price of GoodRx Class A common stock over the 30 calendar days preceding the grant dates.

Can Trevor Bezdek defer his compensation as a GoodRx (GDRX) director?

Yes. Under the Deferred Compensation Plan, he may defer his cash retainers and the settlement of RSU awards granted under the director program.