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

Rhea-AI Filing Summary

GoodRx Holdings insider Nabiey Romin reported transactions on 08/15/2025. 4,804 restricted stock units were converted into 4,804 shares of Class A common stock (transaction code M), increasing reported beneficial ownership to 139,011 shares. On the same day a separate sale (transaction code F) disposed of 1,719 shares at $3.54 per share, reducing beneficial ownership to 137,292. The filing shows 67,258 underlying shares remain from outstanding restricted stock units. The RSU vesting schedule is explicit: 6.25% vested May 15, 2025, with the remaining 93.75% vesting in approximately equal quarterly installments over 15 quarters. The form is signed by an attorney-in-fact on behalf of the reporting person.

Insights

Financial Analyst

TL;DR: Insider converted RSUs and sold a small block of shares; transactions are routine and provide limited signal on company fundamentals.

The conversion of 4,804 restricted stock units into common shares and the contemporaneous sale of 1,719 shares at $3.54 are clear, reported movements in the insiders holdings. The absolute sizes involved (thousands of shares) should be assessed relative to total outstanding shares to judge materiality; the filing itself does not provide that context. The disclosed RSU vesting schedule indicates multi-quarter retention of most awards, suggesting ongoing tie of compensation to future performance rather than immediate full monetization.

Corporate Governance Expert

TL;DR: Filing is timely and detailed, showing standard executive equity mechanics and partial monetization via an open-market sale.

The Form 4 documents both the mechanics of equity compensation (RSU conversion and vesting timetable) and an executed sale. From a governance perspective, the explicit vesting schedule and reporting via attorney-in-fact meet disclosure norms. The sale of 1,719 shares is a personal liquidity event but the majority of RSUs remain subject to future vesting, aligning the reporting persons interests with longer-term shareholder outcomes. No indications of trading under a disclosed Rule 10b5-1 plan are present in the filing text.

Insider Trade Summary

4,804 shares exercised/converted

Mixed 3 txns

Insider Nabiey Romin

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	4,804	$0.00	--
Exercise	Class A Common Stock	4,804	$0.00	--
Tax Withholding	Class A Common Stock	1,719	$3.54	$6K

Holdings After Transaction: Restricted Stock Unit — 67,258 shares (Direct); Class A Common Stock — 139,011 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. The restricted stock units vest as to 6.25% of the underlying shares on May 15, 2025 and the remaining 93.75% of the underlying shares to vest in approximately equal quarterly installments thereafter for 15 quarters.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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)
08/15/2025

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	08/15/2025		M		4,804	A	(1)	139,011	D
Class A Common Stock	08/15/2025		F		1,719	D	$3.54	137,292	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)	08/15/2025		M			4,804	(2)	(2)	Class A Common Stock	4,804	$0	67,258	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 May 15, 2025 and the remaining 93.75% of the underlying shares to vest in approximately equal quarterly installments thereafter for 15 quarters.

Remarks:

	/s/ Gracye Cheng, Attorney-in-Fact for Romin Nabiey	08/15/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.