GoodRx CAO exercises RSUs, disposes 5,215 shares

GoodRx Holdings, Inc. Chief Accounting Officer Romin Nabiey reported RSU vesting and related share movements.

Rhea-AI Filing Summary

GoodRx Holdings, Inc. Chief Accounting Officer Romin Nabiey reported RSU vesting and related share movements. On February 8, 2026, 12,663 restricted stock units converted into 12,663 shares of Class A common stock at an exercise price of $0.

On the same date, a Form 4 code “F” transaction reported the disposition of 5,215 Class A shares at $2.44 per share. Following these transactions, Nabiey beneficially owned 172,923 Class A common shares directly and 63,314 restricted stock units, each representing a right to receive one Class A share.

Insider Trade Summary

12,663 shares exercised/converted

Exercise 3 txns

Insider Nabiey Romin

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	12,663	$0.00	$0.00
Exercise	Class A Common Stock	12,663	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	5,215	$2.44	$13K

Holdings After Transaction: Restricted Stock Unit — 63,314 contracts (Direct); Class A Common Stock — 172,923 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.
2. F2. 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.

FAQ

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What insider transaction did GoodRx (GDRX) Chief Accounting Officer report?

GoodRx Chief Accounting Officer Romin Nabiey reported vesting of 12,663 restricted stock units into Class A common stock and a separate disposition of 5,215 Class A shares on February 8, 2026, according to the Form 4 filing’s transaction tables.

How many GoodRx (GDRX) shares does the insider own after this Form 4?

After the reported transactions, Romin Nabiey beneficially owned 172,923 shares of GoodRx Class A common stock directly, and 63,314 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A common stock on vesting.

What RSU activity was disclosed for GoodRx (GDRX) on February 8, 2026?

The Form 4 shows 12,663 restricted stock units with a conversion price of $0 were exercised into 12,663 shares of GoodRx Class A common stock on February 8, 2026, as part of an existing vesting schedule described in the footnotes.

At what price were GoodRx (GDRX) shares disposed of in the Form 4?

The filing reports a Form 4 code “F” transaction involving the disposition of 5,215 shares of GoodRx Class A common stock at a price of $2.44 per share on February 8, 2026, reducing direct Class A holdings to 172,923 shares.

How do the GoodRx (GDRX) restricted stock units vest for this insider?

The restricted stock units vest 6.25% of the underlying shares on August 8, 2023, with the remaining 93.75% vesting in approximately equal quarterly installments over the following 15 quarters, according to the explanatory footnote in the Form 4.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/09/2026 - 05:49 PM EST Learn about SEC filing dates

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)
02/08/2026

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	02/08/2026		M		12,663	A	(1)	178,138	D
Class A Common Stock	02/08/2026		F		5,215	D	$2.44	172,923	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)	02/08/2026		M			12,663	(2)	(2)	Class A Common Stock	12,663	$0	63,314	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	02/09/2026
	** 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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