[Form 4] GoodRx Holdings, Inc. Insider Trading Activity

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

Securities Analyst

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.

Corporate Governance Expert

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.

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^*

Spectrum Equity VII, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

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

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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

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

	Form filed by One Reporting Person
X	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	09/04/2025		C(1)		5,983,984	A	(1)	5,983,984	I	By Spectrum Equity VII, L.P.(2)
Class A Common Stock	09/04/2025		C(1)		10,243	A	(1)	10,243	I	By Spectrum VII Investment Managers' Fund, L.P.(2)
Class A Common Stock	09/04/2025		C(1)		5,773	A	(1)	5,773	I	By Spectrum VII Co-Investment Fund L.P.(2)
Class A Common Stock	09/04/2025		J(3)		5,983,984	D	$0	0	I	By Spectrum Equity VII, L.P.(2)
Class A Common Stock	09/05/2025		S		10,243	D	$4.05	0	I	By Spectrum VII Investment Managers' Fund, L.P.(2)
Class A Common Stock	09/05/2025		S		5,773	D	$4.05	0	I	By Spectrum VII Co-Investment Fund L.P.(2)

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
Class B Common Stock	(1)	09/04/2025		C(1)			5,983,984	(1)	(1)	Class A Common Stock	5,983,984	(1)	8,881,362	I	By Spectrum Equity VII, L.P.(2)
Class B Common Stock	(1)	09/04/2025		C(1)			10,243	(1)	(1)	Class A Common Stock	10,243	(1)	15,202	I	By Spectrum VII Investment Managers' Fund, L.P.(2)
Class B Common Stock	(1)	09/04/2025		C(1)			5,773	(1)	(1)	Class A Common Stock	5,773	(1)	8,569	I	By Spectrum VII Co-Investment Fund L.P.(2)

1. Name and Address of Reporting Person^*

Spectrum Equity VII, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Spectrum VII Investment Managers' Fund, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Spectrum VII Co-Investment Fund, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Spectrum Equity Associates VII, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SEA VII Management, LLC

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

2. 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.

3. 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.

	Spectrum Equity VII, L.P., By: Spectrum Equity Associates VII, L.P., its general partner, By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	09/08/2025
	Spectrum VII Investment Managers' Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	09/08/2025
	Spectrum VII Co-Investment Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	09/08/2025
	Spectrum Equity Associates VII, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	09/08/2025
	SEA VII Management, LLC, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the Form 4 filed for GDRX disclose on September 4–5, 2025?

The filing shows a one-for-one conversion of Class B into Class A shares and a pro rata distribution of 5,983,984 Class A shares on September 4, 2025, and affiliated funds sold certain shares on September 5, 2025 at $4.05 per share.

How many Class A shares were distributed by Spectrum Equity VII, L.P.?

Spectrum Equity VII, L.P. made a pro rata distribution of 5,983,984 Class A shares to its general partner and limited partners for no consideration on September 4, 2025.

Did any affiliated funds sell shares after the conversion and distribution?

Yes. Spectrum VII Investment Managers' Fund sold 10,243 shares and Spectrum VII Co-Investment Fund sold 5,773 shares on September 5, 2025 at $4.05 per share, with reported post-transaction holdings of 0.

Who may have voting or dispositive power over the reported securities?

The filing names Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Stephen M. LeSieur, Brian Regan and Michael W. Farrell as individuals who may be deemed to share voting and dispositive power over the securities held by the reporting entities.

Were any shares distributed for consideration?

No. The pro rata distribution of 5,983,984 Class A shares by Spectrum Equity VII, L.P. was made for no consideration on September 4, 2025.