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Director departs as GoodRx (GDRX) rebalances board classes and terms

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

Rhea-AI Filing Summary

GoodRx Holdings, Inc. reported governance changes following a director departure. On March 31, 2026, Ian T. Clark resigned from the Board of Directors and the Nominating & Governance Committee, stating his decision was not due to any disagreement with the company or its management.

To rebalance director classes, the Board accepted Wendy Barnes’s resignation as a Class I director and immediately re-elected her as a Class III director. Her Board service is considered uninterrupted, and the Board now has three directors in each of Classes I, II, and III.

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.
Ian T. Clark resignation date March 31, 2026 Effective date of director resignation
Board class change decision date April 2, 2026 Date Board decided to move Wendy Barnes to Class III
Wendy Barnes reclassification effective April 1, 2026 Date she resigned as Class I and was re-elected Class III
Directors per board class 3 directors per class Board now has three directors in each of Classes I, II, III
Emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Nominating & Governance Committee financial
"including his service on the Board’s Nominating & Governance Committee"
Class I financial
"move Wendy Barnes ... from Class I, with a term expiring at the 2027 annual meeting"
Class III financial
"to Class III, with a term expiring at the 2026 annual meeting"
Class III is the highest regulatory category for medical devices, covering products that support or sustain life, are implanted, or pose the greatest potential risk; these items must undergo extensive clinical testing and formal regulatory review before they can be sold. For investors, Class III status means longer timelines, higher development costs and greater approval risk, but successful clearance can yield strong market protection and sizable returns—like a product that needs a full road-test and inspection before it can be widely used.
annual meeting of stockholders financial
"with a term expiring at the 2027 annual meeting of stockholders"
Understanding 8-K Material Events →
0001809519FALSE2701 Olympic BoulevardSanta MonicaCalifornia00018095192026-03-312026-03-31
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 31, 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.
Departure of Director
On March 31, 2026, Ian T. Clark notified GoodRx Holdings, Inc. (the “Company”) of his decision to resign as a
member of the Company’s Board of Directors (the “Board“), including his service on the Board’s Nominating & Governance
Committee, effective as of March 31, 2026. Mr. Clark has indicated to the Company that his decision to resign is not the
result of any disagreement with the Company or its management on any matter relating to the Company’s operations,
policies or practices.
Board Membership Update
On April 2, 2026, in order to achieve an equal balance of membership among the classes of directors as a result of Mr.
Clark’s departure, the Board determined to move Wendy Barnes, Chief Executive Officer, President and Director of the
Company, from Class I, with a term expiring at the 2027 annual meeting of stockholders, to Class III, with a term expiring at
the 2026 annual meeting of stockholders. On April 1, 2026, Ms. Barnes, who served as a Class I director, tendered her
resignation as a director, effective upon her election by the Board as a Class III director. The resignation and immediate re-
election of Ms. Barnes was effected solely to rebalance the Board’s classes and, for all other purposes, Ms. Barnes’s service
on the Board is deemed to have continued uninterrupted. The Board now consists of three directors in each of Classes I, II,
and III.
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 3, 2026
By:
/s/ Christopher McGinnis
Name: Christopher McGinnis
Title: Chief Financial Officer & Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What board change did GoodRx (GDRX) announce regarding Ian T. Clark?

GoodRx announced that Ian T. Clark resigned from its Board of Directors and the Nominating & Governance Committee effective March 31, 2026. He informed the company that his decision was not due to any disagreement over operations, policies, or practices.

Why did GoodRx (GDRX) rebalance its board classes after Clark’s resignation?

After Ian T. Clark’s resignation, GoodRx rebalanced its board classes to maintain an equal number of directors in each class. The Board adjusted director classifications so that Classes I, II, and III each consist of three directors following the change.

How did GoodRx (GDRX) change Wendy Barnes’s board classification?

GoodRx moved Wendy Barnes from a Class I director seat, with a term expiring at the 2027 annual meeting, to a Class III seat, with a term expiring at the 2026 annual meeting. This reclassification helped equalize the number of directors in each class.

Did Wendy Barnes leave the GoodRx (GDRX) board as part of this change?

Wendy Barnes tendered her resignation as a Class I director effective upon her election as a Class III director. The company states this resignation and immediate re‑election were solely to rebalance board classes, and her Board service is deemed uninterrupted.

How many directors does GoodRx (GDRX) now have in each board class?

GoodRx states that, after Ian T. Clark’s resignation and Wendy Barnes’s move to Class III, its Board of Directors now consists of three directors in Class I, three in Class II, and three in Class III, creating an equal balance among the classes.

Did Ian T. Clark cite any disagreements with GoodRx (GDRX) in his resignation?

Ian T. Clark informed GoodRx that his decision to resign from the Board and its Nominating & Governance Committee was not the result of any disagreement with the company or its management regarding operations, policies, or practices.

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