GoodRx (GDRX) director Scott Wagner vests 31,394 deferred stock units

Rhea-AI Filing Summary

GoodRx Holdings director Scott Wagner reported the vesting of deferred stock units and corresponding common stock on January 21, 2026. A deferred stock unit award vested for 31,394 units, which corresponds to 31,394 shares of Class A common stock at an exercise price of $0. After this transaction, Wagner directly beneficially owned 62,788 deferred stock units and 216,663 shares of Class A common stock. The deferred stock units will settle in shares on the earliest of December 31, 2030, separation from service, a change in control, death, or disability, under the company’s Deferred Compensation Plan for Directors.

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

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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^*

Wagner Scott

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		M		31,394(1)	A	(2)	216,663	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
Deferred Stock Unit	(2)	01/21/2026		M			31,394	(1)	(1)	Class A Common Stock	31,394	$0	62,788	D

Explanation of Responses:

1. The deferred stock unit award vested as to one-third of the shares underlying the award on January 21, 2026. The deferred stock units will settle on the earliest to occur of the following events (i) December 31, 2030; (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the GoodRx Holdings, Inc. Deferred Compensation Plan for Directors).

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

Remarks:

	/s/ Gracye Cheng, Attorney-in-Fact for Scott Wagner	01/21/2026
	** 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.
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.

FAQ

What insider transaction did GoodRx (GDRX) director Scott Wagner report?

Scott Wagner reported the vesting of a deferred stock unit award for 31,394 units, corresponding to 31,394 shares of Class A common stock, on January 21, 2026 at an exercise price of $0.

How many GoodRx (GDRX) Class A shares does Scott Wagner own after this Form 4?

Following the reported transaction, Scott Wagner directly beneficially owned 216,663 shares of GoodRx Class A common stock.

How many deferred stock units does Scott Wagner hold after the January 21, 2026 vesting?

After the vesting, Scott Wagner directly beneficially owned 62,788 deferred stock units related to GoodRx Class A common stock.

At what price did Scott Wagner acquire the GoodRx shares from the deferred stock units?

The deferred stock units converted into Class A common stock at an exercise price of $0 per share, reflecting an equity award vesting rather than an open-market purchase.

When will Scott Wagner’s GoodRx deferred stock units settle into shares?

The deferred stock units will settle on the earliest of December 31, 2030, separation from service, a change in control, death, or disability, as defined in GoodRx’s Deferred Compensation Plan for Directors.

Does this GoodRx (GDRX) Form 4 show a sale of shares by Scott Wagner?

No sale is reported. The Form 4 shows a transaction coded M, indicating the vesting and conversion of a deferred stock unit award into Class A common stock at $0 per share.