GoodRx CFO Nabiey Romin reports RSU vesting and a small share sale

Rhea-AI Filing Summary

On 08/08/2025 Nabiey Romin, Chief Accounting Officer of GoodRx Holdings, Inc. (GDRX), reported the vesting of 12,663 restricted stock units (RSUs) and a disposition of 4,531 Class A common shares at a price of $3.47 per share. The Form 4 is signed by Gracye Cheng, Attorney-in-Fact, dated 08/08/2025.

The filing shows beneficial ownership following these transactions of 134,207 Class A shares (direct) and 88,639 derivative securities reported as direct holdings. The RSU disclosure states each unit equals one share, with 6.25% vested on August 8, 2023 and the remaining 93.75% vesting in equal quarterly installments over 15 quarters.

Positive

• On 08/08/2025, 12,663 restricted stock units vested, representing a clear equity-compensation event disclosed on the Form 4.
• The filing is properly executed and signed by Gracye Cheng, Attorney-in-Fact, meeting signature disclosure requirements.

Negative

• On 08/08/2025, 4,531 Class A shares were disposed at a price of $3.47, reducing direct reported holdings.
• The RSU schedule shows 93.75% of the granted RSUs remain to vest in equal quarterly installments over 15 quarters, indicating ongoing potential dilution until fully vested.

Insights

Financial Analyst

TL;DR: Routine equity-compensation vesting and a small sale reported; no material change to disclosed insider ownership levels.

The Form 4 documents an equity-compensation event and a subsequent disposition on 08/08/2025. Specifically, 12,663 RSUs vested and 4,531 Class A shares were disposed at $3.47 per share. Post-transaction beneficial ownership is reported as 134,207 Class A shares and 88,639 derivative securities held directly. Given the information provided, these entries reflect regular vesting and a limited sale; the filing does not disclose other material corporate events or financial metrics.

Corporate Governance Expert

TL;DR: Form 4 properly discloses insider vesting schedule and a disposal; filing is consistent with Section 16 reporting requirements.

The report identifies Nabiey Romin as the reporting person and Chief Accounting Officer, and it documents the nature and amounts of equity-related transactions on 08/08/2025. The RSU vesting schedule is explicitly stated: each RSU equals one share, with an initial 6.25% vesting on August 8, 2023 and the remainder vesting quarterly over 15 quarters. The form is signed by an Attorney-in-Fact, which is a permitted signature method under Form 4 procedures. No governance issues or regulatory disclosures beyond the transactions are included in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nabiey Romin

(Last) (First) (Middle)

C/O GOODRX HOLDINGS, INC.

2701 OLYMPIC BOULEVARD

(Street)

SANTA MONICA CA 90404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/08/2025		M		12,663	A	(1)	138,738	D
Class A Common Stock	08/08/2025		F		4,531	D	$3.47	134,207	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	08/08/2025		M			12,663	(2)	(2)	Class A Common Stock	12,663	$0	88,639	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

2. The restricted stock units vest as to 6.25% of the underlying shares on August 8, 2023 and the remaining 93.75% of the underlying shares vest in approximately equal quarterly installments thereafter for 15 quarters.

Remarks:

	/s/ Gracye Cheng, Attorney-in-Fact for Romin Nabiey	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Nabiey Romin report on Form 4 (GDRX)?

The Form 4 reports the vesting of 12,663 RSUs and the disposition of 4,531 Class A shares at $3.47 per share on 08/08/2025.

How many Class A shares does Nabiey Romin beneficially own after the reported transactions?

The filing reports 134,207 Class A shares beneficially owned directly following the reported transactions.

How many derivative securities (RSUs) are reported after the transaction?

The Form 4 shows 88,639 derivative securities beneficially owned following the reported transactions.

What RSU vesting schedule is disclosed in the filing?

Each RSU represents one share. 6.25% vested on August 8, 2023, and the remaining 93.75% vests in equal quarterly installments over 15 quarters.

Who signed the Form 4 and when was it signed?

The Form 4 is signed by Gracye Cheng, Attorney-in-Fact for Romin Nabiey and dated 08/08/2025.