STOCK TITAN
  1. Home
  2. Sec-filings
  3. GDRX
  4. [8-K] GoodRx Holdings, Inc. Reports Material Event

GoodRx (NASDAQ: GDRX) appoints Thomas Chan as new Chief Accounting Officer

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GoodRx Holdings, Inc. appointed Thomas Chan as Chief Accounting Officer and designated him as the company’s principal accounting officer, effective immediately. Chan has held increasing accounting and reporting roles at GoodRx since 2020 and previously worked in audit and assurance at Deloitte & Touche.

In connection with his promotion, Chan’s annual base salary was set at $310,000 with a target annual bonus of 40% of base salary. He will receive a restricted stock unit award valued at $131,250 and a performance-based restricted stock unit award valued at $43,750 under the 2020 Incentive Award Plan, with multi-year time- and performance-based vesting schedules tied to continued employment.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Base salary $310,000 per year Annual base salary for Chief Accounting Officer role
Target bonus 40% of base salary Target annual cash bonus opportunity
RSU award value $131,250 Restricted stock unit award under 2020 Incentive Award Plan
PSU award value $43,750 Performance-based restricted stock unit award
RSU vesting start August 15, 2026 First of twelve equal quarterly RSU vesting dates
PSU first vest March 3, 2027 First of three equal PSU vesting installments
Chief Accounting Officer financial
"appointed Thomas Chan ... as the Company’s Chief Accounting Officer and designated Mr. Chan as the principal accounting officer"
A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.
principal accounting officer financial
"appointed Thomas Chan ... as the Company’s Chief Accounting Officer and designated Mr. Chan as the principal accounting officer"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
restricted stock unit award financial
"will be granted (i) a restricted stock unit award (“RSU Award”) having an aggregate value of $131,250"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
performance-based restricted stock unit award financial
"and (ii) a performance-based restricted stock unit award (“PSU Award”) having an aggregate value of $43,750"
2020 Incentive Award Plan financial
"under the Company’s 2020 Incentive Award Plan"
indemnification agreement regulatory
"Mr. Chan has also entered into the Company’s standard indemnification agreement for directors and officers"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Understanding 8-K Material Events →
0001809519FALSE2701 Olympic BoulevardSanta MonicaCalifornia00018095192026-04-232026-04-23
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): April 23, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Chief Accounting Officer Appointment
On April 23, 2026, the Board of Directors (the “Board”) of GoodRx Holdings, Inc. (the “Company”) appointed Thomas
Chan, Vice President, Corporate Controller of the Company as the Company’s Chief Accounting Officer and designated Mr.
Chan as the principal accounting officer of the Company, in each case effective immediately.
Mr. Chan, 40, joined the Company in October 2020 and has served in various controllership and financial reporting
roles, including as our Vice President, Corporate Controller from February 2024 to April 2026; Vice President, Accounting &
Reporting from May 2023 to February 2024; Vice President, Financial Reporting & Quality from July 2022 to May 2023; and
other accounting roles of increasing responsibility from October 2020 to July 2022. Prior to joining the Company, Mr. Chan
served in various audit and assurance roles at Deloitte & Touche, LLP since July 2011, most recently as an Audit &
Assurance Senior Manager. Mr. Chan holds a B.A. in Business Administration, with an emphasis in accounting, from
California State University, Fullerton, and is a Certified Public Accountant in the State of California.
In connection with his appointment, the Board approved an annual base salary increase to $310,000, with a target
annual bonus of 40% of his base salary. In addition, Mr. Chan will be granted (i) a restricted stock unit award (“RSU Award”)
having an aggregate value of $131,250 and (ii) a performance-based restricted stock unit award (“PSU Award”) having an
aggregate value of $43,750 under the Company’s 2020 Incentive Award Plan. We currently expect each award will be
granted on the first trading day of the first “open window” that occurs following the Effective Date.
The number of shares of the Company’s Class A common stock subject to the RSU Award and PSU Award will be
determined based on the closing share price over the last 30 calendar days preceding the applicable grant date. The RSU
Award will vest ratably in twelve equal quarterly installments, with the first vesting occurring on August 15, 2026, subject to
Mr. Chan’s continued employment through each vesting date. The PSU Award will vest in three equal installments, with one-
third vesting on March 3, 2027, and one-third vesting on each of the first and second anniversaries thereof, subject to the
achievement of applicable performance goals and continued employment through each vesting date.
There are no transactions in which the Company is a party and in which Mr. Chan has a material interest subject to
disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Chan and any of the
Company’s current or former directors or executive officers.
Mr. Chan has also entered into the Company’s standard indemnification agreement for directors and officers, the form of
which was previously filed by the Company as Exhibit 10.1 to the Registration Statement on Form S-1/A (File No.
333-248465) initially filed by the Company with the Securities and Exchange Commission on September 14, 2020.
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:
April 24, 2026
By:
/s/ Christopher McGinnis
Name: Christopher McGinnis
Title: Chief Financial Officer & Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

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

GoodRx appointed Thomas Chan as Chief Accounting Officer and principal accounting officer, effective immediately. He has held senior controllership and reporting roles at GoodRx since 2020 and previously worked at Deloitte & Touche in audit and assurance positions.

What is Thomas Chan’s new compensation as Chief Accounting Officer of GoodRx (GDRX)?

Thomas Chan’s annual base salary was set at $310,000, with a target annual bonus equal to 40% of his base salary. This compensation reflects his expanded responsibilities as Chief Accounting Officer and principal accounting officer of GoodRx Holdings, Inc.

What equity awards will Thomas Chan receive from GoodRx (GDRX)?

Thomas Chan will receive a restricted stock unit award valued at $131,250 and a performance-based restricted stock unit award valued at $43,750 under GoodRx’s 2020 Incentive Award Plan. The awards vest over several years, subject to continued employment and, for PSUs, performance goals.

How do Thomas Chan’s RSUs at GoodRx (GDRX) vest over time?

The RSU award will vest in twelve equal quarterly installments, starting August 15, 2026, as long as Thomas Chan remains employed through each vesting date. This creates a multi‑year, time-based incentive aligned with his ongoing service as Chief Accounting Officer.

What is the vesting schedule for Thomas Chan’s performance-based RSUs at GoodRx (GDRX)?

The performance-based RSU award will vest in three equal installments: one-third on March 3, 2027, and one-third on each of the first and second anniversaries of that date. Vesting depends on meeting performance goals and continued employment through each vesting date.

Filing Exhibits & Attachments

3 documents

Other Documents