Form 4: McGinnis Christopher A reports multiple insider transactions in GDRX

Rhea-AI Filing Summary

McGinnis Christopher A reported multiple insider transaction types in a Form 4 filing for GDRX. The filing lists transactions totaling 411,039 shares at a weighted average price of $2.18 per share. Following the reported transactions, holdings were 537,359 shares.

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

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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^*

McGinnis Christopher A

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		179,120	A	(1)	179,120	D
Class A Common Stock	02/15/2026		F		52,799	D	$2.18	126,321	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)	02/15/2026		M			179,120	(2)	(2)	Class A Common Stock	179,120	$0	537,359	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 unit award will vest as to 25% of the underlying shares on February 15, 2026 with the remaining 75% to vest in approximately equal quarterly installments thereafter for 12 quarters.

Remarks:

	/s/ Gracye Cheng, Attorney-in-Fact for Christopher A McGinnis	02/17/2026
	** 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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FAQ

What did GoodRx (GDRX) officer Christopher McGinnis report on this Form 4?

Christopher McGinnis reported the exercise of restricted stock units and related tax withholding. 179,120 RSUs converted into Class A common stock, and a portion of those shares was used to cover tax liabilities through a coded F transaction.

How many GoodRx (GDRX) shares were acquired through RSU conversion?

179,120 shares of Class A common stock were acquired through RSU conversion. Each restricted stock unit represented a contingent right to receive one share, and on February 15, 2026 these RSUs were exercised at a stated price of $0.00 per share.

How many GoodRx (GDRX) shares were used to cover taxes and at what price?

52,799 Class A shares were disposed of to satisfy tax obligations at $2.18 per share. The transaction was coded "F," which indicates payment of tax liability by delivering shares rather than an open-market sale.

How many GoodRx (GDRX) shares does Christopher McGinnis own after these transactions?

After the reported transactions, McGinnis directly owns 126,321 Class A shares. He also beneficially owns 537,359 restricted stock units, which represent contingent rights to receive an equal number of Class A common shares as they vest over time.

What is the vesting schedule of the GoodRx (GDRX) RSU award in this filing?

The RSU award vests 25% on February 15, 2026, with the remaining 75% vesting quarterly. That remaining portion will vest in approximately equal quarterly installments over 12 quarters, subject to the award’s continued service and other plan conditions.

Does this GoodRx (GDRX) Form 4 indicate an open-market stock sale by the officer?

The filing shows a tax-withholding disposition, not a standard open-market sale. The F-coded transaction reflects shares delivered to cover tax liabilities associated with the RSU exercise, rather than discretionary selling into the market.