GDRX Form 4: Spectrum Equity converts and distributes 5.98M Class A shares
Rhea-AI Filing Summary
GoodRx Holdings, Inc. (GDRX): This Form 4 discloses that on September 4, 2025 Spectrum Equity-related entities converted Class B shares into Class A on a one-for-one basis and distributed 5,983,984 Class A shares pro rata from Spectrum Equity VII, L.P. to its partners for no consideration. Related Spectrum entities also show beneficial ownership changes across multiple funds: Spectrum Equity VII, L.P. reflects 5,983,984 Class A shares acquired and later disposed of on a pro rata basis, while Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund show smaller acquired amounts (10,243 and 5,773) and subsequent sales at $4.05 per share on September 5, 2025, leaving 0 reported shares for those funds.
Positive
- Conversion completed: Class B shares converted to Class A on a one-for-one basis, simplifying equity class structure for the reporting entities.
- Transparent disclosure: Filing provides clear transaction dates, quantities, and sale price ($4.05) for the dispositions, aiding investor visibility into insider activity.
Negative
- Large distribution and disposition: A pro rata distribution of 5,983,984 Class A shares was made and affiliated funds sold shares the following day, which may be viewed as insider monetization.
- Reported holdings reduced to zero: Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund reported sales that left 0 shares following the transactions.
Insights
TL;DR: Conversion and large pro rata distribution occurred; some affiliated funds sold converted shares the next day at $4.05, reducing reported holdings to zero.
The filing documents an internal one-for-one conversion of Class B into Class A shares and a pro rata distribution of 5,983,984 Class A shares by Spectrum Equity VII, L.P. to its partners for no consideration on September 4, 2025. Subsequent Form 4 lines show sales by affiliated funds on September 5, 2025 at $4.05 per share that reduced reported holdings to zero for those funds. For investors, this clarifies changes in insider ownership and immediate monetization by specific affiliated entities; the filing contains no financial performance data or commentary on company operations.
TL;DR: Transaction reflects ownership structure actions among Spectrum Equity entities rather than a direct operational development at GoodRx.
The report details conversion mechanics and internal distributions among Spectrum Equity VII and related entities, and identifies the individuals who may share voting/dispositive power. It notes that the general partner and management entities effected the transactions and that named managers disclaim beneficial ownership except to the extent of pecuniary interest. This is a disclosure-important governance event but appears procedural rather than signaling a change in corporate control or policy.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 10,243 | $4.05 | $41K |
| Sale | Class A Common Stock | 5,773 | $4.05 | $23K |
| Conversion | Class B Common Stock | 5,983,984 | $0.00 | -- |
| Conversion | Class B Common Stock | 10,243 | $0.00 | -- |
| Conversion | Class B Common Stock | 5,773 | $0.00 | -- |
| Conversion | Class A Common Stock | 5,983,984 | $0.00 | -- |
| Conversion | Class A Common Stock | 10,243 | $0.00 | -- |
| Conversion | Class A Common Stock | 5,773 | $0.00 | -- |
| Other | Class A Common Stock | 5,983,984 | $0.00 | -- |
Footnotes (1)
- Represents the conversion of the Issuer's Class B Common Stock ("Class B Shares") into shares of the Issuer's Class A Common Stock (the "Class A Shares") on a one-for-one basis. The general partner of Spectrum Equity VII, L.P. ("SE VII") is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund"), and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. Spectrum Equity VII, L.P. made a pro rata distribution of 5,983,984 shares of Class A Shares to its general partner and limited partners for no consideration on September 4, 2025.
