Every 8-K that GoodRx Holdings, Inc. (GDRX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GDRX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GDRX filings page.
GoodRx Holdings, Inc. determined that Chief Financial Officer & Treasurer Christopher McGinnis will transition from his role effective 11:59 p.m. Eastern Time on August 5, 2026. His departure is stated not to result from any disagreement regarding operating performance, financial reporting, accounting, internal controls, operations, policies, or practices. The company expects a Separation Agreement & Release providing Tier I Executive Severance Plan benefits, a broad release of claims, a non-disparagement clause, and continued confidentiality and intellectual property covenants.
On August 2, 2026, the Board appointed Justin Fengler, currently Chief Strategy & Operations Officer, to also serve as Chief Financial Officer & Treasurer effective August 6, 2026, and designated him as principal financial officer, while he continues to oversee strategy and operations. In connection with this appointment, he will receive a $600,000 restricted stock unit award, a $600,000 performance stock unit award under the 2020 Incentive Award Plan, and a one-time $100,000 cash payment. The RSUs vest quarterly over 12 quarters beginning November 15, 2026, and the PSUs vest in three equal installments starting March 3, 2027, subject to fiscal 2026 performance goals and continued employment.
GoodRx Holdings reported Q2 2026 revenue of $200.4 million, down 1% from $203.1 million a year earlier, as its business mix shifted. Prescription transactions revenue fell 26% to $106.4 million on fewer Monthly Active Consumers, broader retail pharmacy changes, lower unit economics and a deliberate pivot of product and marketing spend toward newer subscription offerings.
Subscription revenue rose 39% to $28.5 million and Pharma Direct revenue increased 76% to $61.6 million, helped by condition‑specific subscriptions, including weight loss, and GLP‑1 access programs. Net income was $8.5 million versus $12.8 million, with Adjusted EBITDA of $63.7 million and a 31.8% margin. Operating cash flow strengthened to $80.8 million. As of June 30, 2026, cash and cash equivalents were $296.1 million and total debt $492.5 million. Monthly Active Consumers averaged 5.0 million, while subscription plans grew to 764,000. Management raised full‑year 2026 guidance to revenue of $790–$805 million, a (1%) to 1% year‑over‑year change versus 2025 revenue of $796.9 million, and Adjusted EBITDA of $240–$250 million.
GoodRx Holdings, Inc. reported the results of its annual stockholder meeting held on June 16, 2026. Class A stockholders had one vote per share and Class B stockholders had ten votes per share as of the April 20, 2026 record date.
A total of 89,932,951 Class A shares and 233,964,187 Class B shares were represented, accounting for approximately 99.4% of the combined voting power. Stockholders elected Wendy Barnes, Ronald E. Bruehlman and Gregory Mondre as Class III directors.
They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers.
GoodRx Holdings, Inc. reported first quarter 2026 revenue of $194.0 million, down 4% from $203.0 million a year earlier, as lower prescription transactions offset growth in other areas. Net income was $1.2 million, compared with $11.1 million, reflecting a much lower net margin of 0.6%.
Prescription transactions revenue fell 24% to $113.7 million due to fewer Monthly Active Consumers and weaker unit economics, while Pharma Direct revenue rose 82% to $52.2 million and subscription revenue grew 16% to $24.4 million. Adjusted EBITDA was $58.3 million, or a 30.0% margin.
The company generated $11.8 million of operating cash flow, ended March 31, 2026 with $235.7 million in cash and cash equivalents and $493.8 million of total debt, and repurchased 5.5 million Class A shares for $12.6 million. For full year 2026, GoodRx guides revenue to $765–$785 million versus $796.9 million in 2025 and expects Adjusted EBITDA above $235 million, raising its prior outlook.
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.
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.
GoodRx Holdings, Inc. announced that Chief Accounting Officer Romin Nabiey has submitted his resignation, effective April 3, 2026, to pursue other opportunities. He will remain with the company through June 8, 2026 to help transition his responsibilities. The company stated that his resignation is not due to any disagreement regarding its operations, policies, or practices, and expressed appreciation for his years of service.
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.
GoodRx Holdings, Inc. reported a new executive compensation decision. On March 3, 2026, the Board of Directors, following a recommendation from its Compensation Committee, approved a discretionary cash bonus of $72,918 to Chief Accounting Officer Romin Nabiey for his performance during 2025.
GoodRx Holdings, Inc. reported that board member Dipanjan Deb resigned from its Board of Directors, effective February 26, 2026. The company states that Mr. Deb’s decision to step down was not due to any disagreement with GoodRx or its management regarding operations, policies, or practices.
GoodRx Holdings, Inc. reported fourth quarter 2025 revenue of $194.8 million and full year 2025 revenue of $796.9 million, up slightly from 2024. Full year net income rose to $30.4 million with a 3.8% net margin, while Adjusted EBITDA reached $270.5 million and a 33.9% margin. Growth was driven by a 41% increase in 2025 Pharma Direct revenue to $151.4 million, partly offset by declines in prescription transactions and subscription revenue. The company generated $167.9 million in operating cash flow, ended 2025 with $261.8 million in cash and $495.0 million of total debt, and repurchased 48.9 million Class A shares for $217.4 million. For 2026, management guides revenue to $750–$780 million and Adjusted EBITDA of more than $230 million, implying a year-over-year decline in both metrics while maintaining strong profitability.
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.
GoodRx Holdings, Inc. announced its financial results for the three and nine months ended September 30, 2025. The company furnished a press release as Exhibit 99.1 to provide details.
The information under Item 2.02 and Exhibit 99.1 is furnished, not filed, and is not subject to Section 18 of the Exchange Act, nor incorporated by reference unless specifically stated.
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.