GoodRx (GDRX) Chief Accounting Officer exercises RSUs, shares withheld for taxes

Rhea-AI Filing Summary

GoodRx Holdings, Inc. Chief Accounting Officer Thomas Chan reported routine equity compensation activity involving restricted stock units that settled into Class A common stock. On June 15, 2026, he exercised RSUs representing 4,069 shares of Class A stock at a conversion price of $0.00 per share. To cover tax obligations, a total of 2,071 shares of Class A common stock were disposed of at approximately $2.65 per share through tax-withholding transactions, which are not open-market sales. The transactions reflect standard vesting and settlement of RSU awards rather than discretionary market purchases or sales.

Insider Trade Summary

4,069 shares exercised/converted

Mixed 6 txns

Insider Chan Thomas (TC)

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,969	$0.00	--
Exercise	Restricted Stock Unit	2,100	$0.00	--
Exercise	Class A Common Stock	1,969	$0.00	--
Tax Withholding	Class A Common Stock	1,002	$2.65	$3K
Exercise	Class A Common Stock	2,100	$0.00	--
Tax Withholding	Class A Common Stock	1,069	$2.65	$3K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Class A Common Stock — 5,706 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on September 15, 2022 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on June 15, 2024 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.

Key Figures

RSU shares exercised: 4,069 shares Shares withheld for taxes: 2,071 shares Tax-withholding price: $2.65 per share +3 more

6 metrics

RSU shares exercised 4,069 shares Restricted stock units converting into Class A common stock on June 15, 2026

Shares withheld for taxes 2,071 shares Tax-withholding dispositions of Class A common stock on June 15, 2026

Tax-withholding price $2.65 per share Price for F-code tax-withholding dispositions of Class A common stock

RSU conversion price $0.00 per share Stated conversion price for RSUs into Class A common stock

Exercise transactions count 2 transactions M-code derivative exercises of RSUs on June 15, 2026

Tax-withholding transactions count 2 transactions F-code tax-withholding dispositions on June 15, 2026

Key Terms

Restricted Stock Unit, tax-withholding disposition, derivative security, Class A Common Stock, +1 more

5 terms

Restricted Stock Unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Exercise or conversion of derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Class A Common Stock financial

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

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.

vesting financial

"Vests with respect to 1/16 of the award in quarterly installments on September 15, 2022 and on each quarterly anniversary thereafter."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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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^*

Chan Thomas (TC)

(Last) (First) (Middle)

C/O GOODRX HOLDINGS, INC.

2701 OLYMPIC BOULEVARD

(Street)

SANTA MONICA CALIFORNIA 90404

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/15/2026		M		1,969	A	(1)	5,706	D
Class A Common Stock	06/15/2026		F		1,002	D	$2.65	4,704	D
Class A Common Stock	06/15/2026		M		2,100	A	(1)	6,804	D
Class A Common Stock	06/15/2026		F		1,069	D	$2.65	5,735	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)	06/15/2026		M			1,969	(2)	(2)	Class A Common Stock	1,969	$0	0	D
Restricted Stock Unit	(1)	06/15/2026		M			2,100	(3)	(3)	Class A Common Stock	2,100	$0	14,707	D

Explanation of Responses:

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

2. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on September 15, 2022 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.

3. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on June 15, 2024 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.

Remarks:

	/s/ Gracye Cheng, Attorney-in-Fact for Thomas (TC) Chan	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did GoodRx (GDRX) executive Thomas Chan report in this Form 4?

Thomas Chan reported RSU vesting that converted into Class A common stock and related tax-withholding transactions. The activity reflects routine equity compensation rather than open-market buying or selling of GoodRx shares.

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

Chan exercised restricted stock units representing 4,069 shares of GoodRx Class A common stock. These RSUs converted at a stated price of $0.00 per share as part of the company’s equity compensation program.

How many GoodRx (GDRX) shares were withheld for taxes in this filing?

A total of 2,071 GoodRx Class A shares were disposed of via tax-withholding transactions. These F-code entries covered tax liabilities at an indicated price of about $2.65 per share, rather than being discretionary market sales.

Were any open-market purchases or sales of GoodRx (GDRX) stock reported?

No open-market purchases or sales were reported. The Form 4 only shows RSU exercises (code M) and related tax-withholding dispositions (code F), which are mechanistic transactions tied to vesting and tax obligations.

What role does Thomas Chan hold at GoodRx (GDRX)?

Thomas Chan serves as GoodRx’s Chief Accounting Officer. The reported Form 4 transactions relate to his equity compensation, specifically restricted stock units that vest over time subject to his continued service.