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

GoodRx (NASDAQ: GDRX) investor sells stock after 7.5M-share conversion

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

GoodRx Holdings, Inc. (GDRX) reported multiple insider transactions by investment funds affiliated with Francisco Partners. On August 19, 2026, a total of 7,500,000 Class B Common Stock shares held indirectly by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. were converted into an equal number of Class A Common Stock shares. That same day, the funds made pro rata distributions of 3,596,648 and 1,142,357 Class A shares, respectively, to their general and limited partners for no consideration. Between August 19 and 21, 2026, the funds sold an aggregate of 1,193,951 Class A shares in open-market or private transactions at weighted average prices around $3.50 per share, with all holdings reported as indirect and subject to an investment committee that may be deemed to share voting and dispositive power but disclaims beneficial ownership.

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Insider FRANCISCO PARTNERS IV, L.P., FRANCISCO PARTNERS IV-A, L.P., Francisco Partners GP IV, L.P., Francisco Partners GP IV Management Ltd, Francisco Partners Management, LP
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 1,193,951 shs ($4.20M)
Approx. gross sale proceeds $4.20M
Type Security Shares Price Value
Sale Class A Common Stock F7, F2 138,338 $3.4968 $484K
Sale Class A Common Stock F7, F2 136,379 $3.4968 $477K
Sale Class A Common Stock F6, F2 233,415 $3.5205 $822K
Sale Class A Common Stock F6, F2 213,844 $3.5205 $753K
Conversion Class B Common Stock F1, F2 4,995,903 -- --
Conversion Class B Common Stock F1, F2 2,504,097 -- --
Conversion Class A Common Stock F1, F2 4,995,903 -- --
Conversion Class A Common Stock F1, F2 2,504,097 -- --
Other Class A Common Stock F3, F2 3,596,648 $0.00 $0.00
Other Class A Common Stock F4, F2 1,142,357 $0.00 $0.00
Sale Class A Common Stock F5, F2 237,671 $3.5299 $839K
Sale Class A Common Stock F5, F2 234,304 $3.5299 $827K
Holdings After Transaction: Class B Common Stock — 35,023,391 shares (Indirect, By Francisco Partners IV, L.P.); Class B Common Stock — 17,554,793 shares (Indirect, By Francisco Partners IV-A, L.P.); Class A Common Stock — 789,831 shares (Indirect, By Francisco Partners IV, L.P.); Class A Common Stock — 777,213 shares (Indirect, By Francisco Partners IV-A, L.P.)
Footnotes (7)
  1. F1. Represents the conversion of Class B Common Stock ("Class B Shares") into shares of Class A Common Stock (the "Class A Shares") on a one-for-one basis.
  2. F2. Francisco Partners GP IV, L.P. is the general partner of each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV, L.P. Francisco Partners Management, L.P. serves as the investment manager for each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Voting and disposition decisions at Francisco Partners Management, L.P. with respect to the shares of Class B common stock held by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. are made by an investment committee. Each of Francisco Partners Management, L.P., Francisco Partners GP IV Management Limited, and Francisco Partners GP IV, L.P. may be deemed to share voting and dispositive power over the shares of Class B common stock held, but disclaims beneficial ownership.
  3. F3. Francisco Partners IV, L.P. made a pro rata distribution of 3,596,648 shares of Class A Shares to its general partner and limited partners for no consideration on August 19, 2026.
  4. F4. Francisco Partners IV-A, L.P. made a pro rata distribution of 1,142,357 shares of Class A Shares to its general partner and limited partners for no consideration on August 19, 2026.
  5. F5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/19/2026 at prices ranging from $3.465 to $3.59 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  6. F6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/20/2026 at prices ranging from $3.465 to $3.59 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  7. F7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/21/2026 at prices ranging from $3.445 to $3.565 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Total Class A Shares sold 1,193,951 shares Aggregate Class A Common Stock sales by Francisco Partners–affiliated funds on 8/19–8/21/2026
Class B Shares converted to Class A Shares 7,500,000 shares Conversion of Class B Common Stock into Class A Common Stock on 8/19/2026
Pro rata distributions of Class A Shares 4,739,005 shares Distributions of 3,596,648 and 1,142,357 Class A Shares on 8/19/2026 for no consideration
Sale price on 8/19/2026 (weighted average) $3.5299 per share Class A Common Stock sales by Francisco Partners–affiliated funds on 8/19/2026
Sale price on 8/20/2026 (weighted average) $3.5205 per share Class A Common Stock sales by Francisco Partners–affiliated funds on 8/20/2026
Sale price on 8/21/2026 (weighted average) $3.4968 per share Class A Common Stock sales by Francisco Partners–affiliated funds on 8/21/2026
Shares in restructuring transactions 4,739,005 shares Pro rata distributions of Class A Shares reported with code J on 8/19/2026
Net buy/sell shares -1,193,951 shares Net Class A Common Stock activity across reported buy/sell transactions
Class B Common Stock financial
"Represents the conversion of Class B Common Stock ("Class B Shares") into shares"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class A Common Stock financial
"into shares of Class A Common Stock (the "Class A Shares") on a one-for-one"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
pro rata distribution financial
"made a pro rata distribution of 3,596,648 shares of Class A Shares to its"
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.
weighted average price financial
"The reported price in Column 4 is a weighted average price. These shares"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficial ownership financial
"may be deemed to share voting and dispositive power over the shares ... but disclaims beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What insider transactions did GDRX report involving Francisco Partners in August 2026?
Funds affiliated with Francisco Partners reported converting 7,500,000 Class B Shares into Class A Shares, making pro rata distributions of 4,739,005 Class A Shares to partners for no consideration, and selling 1,193,951 Class A Shares in market transactions between August 19 and 21, 2026.

How many GDRX Class A shares did Francisco Partners sell and at what prices?
Francisco Partners–affiliated funds sold an aggregate of 1,193,951 Class A Shares at weighted average prices of about $3.53 on August 19, $3.52 on August 20, and $3.50 on August 21, 2026, with specific trades occurring within the price ranges disclosed in the footnotes.

What share conversion did GDRX disclose for Francisco Partners in this Form 4?
The filing reports the conversion of 7,500,000 shares of Class B Common Stock held by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. into 7,500,000 shares of Class A Common Stock on a one-for-one basis on August 19, 2026.

What pro rata distributions of GDRX shares did Francisco Partners make?
On August 19, 2026, Francisco Partners IV, L.P. distributed 3,596,648 Class A Shares and Francisco Partners IV-A, L.P. distributed 1,142,357 Class A Shares to their general partner and limited partners on a pro rata basis for no consideration.

Are the GDRX shares in this Form 4 held directly by Francisco Partners entities?
The reported GDRX shares are held indirectly through Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Voting and disposition decisions are made by an investment committee of Francisco Partners Management, L.P., which may be deemed to share power but disclaims beneficial ownership.

Did the August 2026 GDRX insider sales use weighted average pricing?
Yes. The Form 4 states that the reported prices for the August 19, 20, and 21, 2026 sales are weighted average prices, with individual trades executed within specified price ranges, and that full trade-by-trade information is available upon request.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
FRANCISCO PARTNERS IV, L.P.
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/19/2026C(1)4,995,903A(1)4,995,903IBy Francisco Partners IV, L.P.(2)
Class A Common Stock08/19/2026C(1)2,504,097A(1)2,504,097IBy Francisco Partners IV-A, L.P.(2)
Class A Common Stock08/19/2026J(3)3,596,648D$0.001,399,255IBy Francisco Partners IV, L.P.(2)
Class A Common Stock08/19/2026J(4)1,142,357D$0.001,361,740IBy Francisco Partners IV-A, L.P.(2)
Class A Common Stock08/19/2026S237,671D$3.5299(5)1,161,584IBy Francisco Partners IV, L.P.(2)
Class A Common Stock08/19/2026S234,304D$3.5299(5)1,127,436IBy Francisco Partners IV-A, L.P.(2)
Class A Common Stock08/20/2026S233,415D$3.5205(6)928,169IBy Francisco Partners IV, L.P.(2)
Class A Common Stock08/20/2026S213,844D$3.5205(6)913,592IBy Francisco Partners IV-A, L.P.(2)
Class A Common Stock08/21/2026S138,338D$3.4968(7)789,831IBy Francisco Partners IV, L.P.(2)
Class A Common Stock08/21/2026S136,379D$3.4968(7)777,213IBy Francisco Partners IV-A, 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)08/19/2026C4,995,903 (1) (1)Class A Common Stock4,995,903(1)35,023,391IBy Francisco Partners IV, L.P.(2)
Class B Common Stock(1)08/19/2026C2,504,097 (1) (1)Class A Common Stock2,504,097(1)17,554,793IBy Francisco Partners IV-A, L.P.(2)
1. Name and Address of Reporting Person*
FRANCISCO PARTNERS IV, L.P.
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
FRANCISCO PARTNERS IV-A, L.P.
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Francisco Partners GP IV, L.P.
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Francisco Partners GP IV Management Ltd
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Francisco Partners Management, LP
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Represents the conversion of Class B Common Stock ("Class B Shares") into shares of Class A Common Stock (the "Class A Shares") on a one-for-one basis.
2. Francisco Partners GP IV, L.P. is the general partner of each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV, L.P. Francisco Partners Management, L.P. serves as the investment manager for each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Voting and disposition decisions at Francisco Partners Management, L.P. with respect to the shares of Class B common stock held by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. are made by an investment committee. Each of Francisco Partners Management, L.P., Francisco Partners GP IV Management Limited, and Francisco Partners GP IV, L.P. may be deemed to share voting and dispositive power over the shares of Class B common stock held, but disclaims beneficial ownership.
3. Francisco Partners IV, L.P. made a pro rata distribution of 3,596,648 shares of Class A Shares to its general partner and limited partners for no consideration on August 19, 2026.
4. Francisco Partners IV-A, L.P. made a pro rata distribution of 1,142,357 shares of Class A Shares to its general partner and limited partners for no consideration on August 19, 2026.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/19/2026 at prices ranging from $3.465 to $3.59 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/20/2026 at prices ranging from $3.465 to $3.59 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/21/2026 at prices ranging from $3.445 to $3.565 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Francisco Partners IV, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel08/21/2026
Francisco Partners IV-A, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel08/21/2026
Francisco Partners GP IV, L.P., By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel08/21/2026
Francisco Partners GP IV Management Limited, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel08/21/2026
Francisco Partners Management, L.P., By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel08/21/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR