GoodRx (NASDAQ: GDRX) details 2025 CEO and CFO retention bonuses

Rhea-AI Filing Summary

GoodRx Holdings, Inc. disclosed that its board approved retention bonus letter agreements for Chief Executive Officer and President Wendy Barnes and Chief Financial Officer and Treasurer Chris McGinnis on December 9, 2025. Through these agreements, Ms. Barnes is eligible for a cash retention bonus of $2,000,000 and Mr. McGinnis for $1,000,000, each payable within 15 days after signing.

The bonuses must be repaid if employment ends either by the executive without "good reason" or by the company for "cause": 100% of the after-tax bonus if termination occurs on or before December 31, 2026, or 50% if termination occurs between January 1, 2027 and December 31, 2027. In exchange, both executives will forfeit any payment under the company’s 2025 executive bonus plan and any other 2025 annual cash incentive or discretionary bonus program. The full agreements are filed as Exhibits 10.1 and 10.2.

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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): December 9, 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 December 9, 2025, the Board of Directors of GoodRx Holdings, Inc. (the “Company”) approved the entry by

GoodRx, Inc. (a subsidiary of the Company) into retention bonus letter agreements (the “Retention Bonus Agreements”) with

each of Wendy Barnes, Chief Executive Officer and President of the Company, and Chris McGinnis, Chief Financial Officer

and Treasurer of the Company. The Retention Bonus Agreements were entered into on December 9, 2025.

Pursuant to their respective Retention Bonus Agreements, Ms. Barnes and Mr. McGinnis are eligible to receive cash

retention bonuses in the amounts of $2,000,000 and $1,000,000, respectively (the “Retention Bonuses”), payable within 15

days following the execution of their respective Retention Bonus Agreements. The Retention Bonuses are subject to

repayment if the executive’s employment is terminated either (a) by the executive without “good reason” or (b) by the

Company for “cause” (each, as defined in the Retention Bonus Agreements), as follows: (i) one hundred percent (100%) of

the after-tax amount of the Retention Bonus if such termination occurs on or prior to December 31, 2026 or (ii) fifty percent

(50%) of the after-tax amount of the Retention Bonus if such termination occurs on or after January 1, 2027 but prior to

December 31, 2027. Under the Retention Bonus Agreements, Ms. Barnes and Mr. McGinnis shall not receive any payment

under the Company’s 2025 executive bonus plan or any Company annual cash incentive or discretionary bonus program

applicable to all or a portion of 2025.

The foregoing description of the Retention Bonus Agreements does not purport to be complete and is subject to, and

qualified in its entirety by, the full text of the Retention Bonus Agreements, copies of which are filed as Exhibit 10.1 and

Exhibit 10.2 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

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

10.1		Letter Agreement, by and between GoodRx, Inc. and Ms. Barnes, dated December 9, 2025
10.2		Letter Agreement, by and between GoodRx, Inc. and Mr. McGinnis, dated December 9, 2025
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:	December 12, 2025	By:	/s/ Romin Nabiey
			Name: Romin Nabiey Title: Chief Accounting Officer

FAQ

What executive compensation change did GoodRx (GDRX) disclose in this SEC filing?

GoodRx Holdings, Inc. disclosed new retention bonus letter agreements for its Chief Executive Officer and President, Wendy Barnes, and its Chief Financial Officer and Treasurer, Chris McGinnis, approved on December 9, 2025.

How much are the retention bonuses for GoodRx CEO Wendy Barnes and CFO Chris McGinnis?

Under the new agreements, Wendy Barnes is eligible for a cash retention bonus of $2,000,000, and Chris McGinnis is eligible for $1,000,000, each payable within 15 days after executing their agreements.

What conditions require repayment of the GoodRx executive retention bonuses?

The bonuses must be repaid if employment ends either by the executive without "good reason" or by the company for "cause". If termination occurs on or before December 31, 2026, 100% of the after-tax bonus is repayable; if between January 1, 2027 and December 31, 2027, 50% of the after-tax bonus is repayable.

How do the new retention bonuses affect 2025 bonuses for GoodRx executives?

Under the retention bonus agreements, Ms. Barnes and Mr. McGinnis will not receive any payment under the company’s 2025 executive bonus plan or any company annual cash incentive or discretionary bonus program applicable to all or a portion of 2025.

When will the GoodRx executive retention bonuses be paid?

The filing states that the cash retention bonuses for Wendy Barnes and Chris McGinnis are payable within 15 days following execution of their respective retention bonus letter agreements.

Where can investors find the full text of the GoodRx retention bonus agreements?

The company filed the full agreements as Exhibit 10.1 (for Ms. Barnes) and Exhibit 10.2 (for Mr. McGinnis), which are incorporated by reference into the report.