GoodRx director exercises RSUs, settles taxes in shares
GoodRx Holdings, Inc. director and officer Wendy Lynn Barnes exercised restricted stock units into Class A common stock and had shares withheld to cover taxes.
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Form Type
4
Rhea-AI Filing Summary
GoodRx Holdings, Inc. director and officer Wendy Lynn Barnes exercised restricted stock units into Class A common stock and had shares withheld to cover taxes. She converted 277,288 restricted stock units into the same number of Class A shares at a conversion price of $0.00 per share. To satisfy tax obligations, 120,456 Class A shares were disposed of at $2.23 per share through tax-withholding transactions, which are not open-market sales. After these transactions, she directly owns 584,825 shares of Class A common stock.
Insider Trade Summary
277,288 shares exercised/converted
Exercise
9 txns
Insider
Barnes Wendy Lynn
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 115,148 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 51,177 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 110,963 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 115,148 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 50,021 | $2.23 | $112K |
| Exercise | Class A Common Stock | 51,177 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 22,232 | $2.23 | $50K |
| Exercise | Class A Common Stock | 110,963 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 48,203 | $2.23 | $107K |
Holdings After Transaction:
Restricted Stock Unit — 2,640,757 contracts (Direct);
Class A Common Stock — 584,825 shares (Direct)
Footnotes (4)
- F1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.
- F2. The restricted stock unit award will vest as to 25% of the underlying shares on January 15, 2026 with the remaining 75% to vest in approximately equal quarterly installments thereafter for 12 quarters.
- F3. The restricted stock unit award will vest as to 50% of the underlying shares on January 15, 2026 with the remaining 50% to vest in approximately equal quarterly installments thereafter for 4 quarters.
- F4. The restricted stock units will vest ratably in 12 equal quarterly installments, with the first vesting occurring on April 15, 2026, and subject to continued service through each applicable vesting date.
Key Figures
RSUs exercised: 277,288 units
Shares withheld for taxes: 120,456 shares
Tax withholding price: $2.23 per share
+1 more
4 metrics
RSUs exercised
277,288 units
Total restricted stock units converted to Class A common stock on April 15, 2026
Shares withheld for taxes
120,456 shares
Class A shares delivered to satisfy tax liabilities on April 15, 2026
Tax withholding price
$2.23 per share
Price used in tax-withholding dispositions coded F
Shares owned after transactions
584,825 shares
Direct Class A common stock ownership following all April 15, 2026 entries
Key Terms
Restricted Stock Unit, Exercise or conversion of derivative security, tax-withholding disposition, 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.
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
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.
Class A Common Stock financial
"underlying_security_title: 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.
Payment of exercise price or tax liability by delivering securities financial
"transaction_code_description: Payment of exercise price or tax liability by delivering securities"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Wendy Lynn Barnes report in this GoodRx (GDRX) Form 4 filing?
Wendy Lynn Barnes reported exercising restricted stock units into Class A common shares and related tax withholding transactions. She converted 277,288 RSUs into shares and had 120,456 shares withheld to cover taxes, ending with 584,825 directly owned shares.
How many GoodRx (GDRX) restricted stock units did Wendy Lynn Barnes exercise?
She exercised a total of 277,288 restricted stock units into Class A common stock. Each restricted stock unit represented a contingent right to receive one share, so 277,288 RSUs became 277,288 shares in these derivative exercise and conversion transactions.
What is the nature of the tax-withholding transactions in this GoodRx (GDRX) Form 4?
The tax-withholding entries are coded “F” and represent payment of tax liabilities by delivering shares. In total, 120,456 shares were used this way at $2.23 per share, indicating a mechanistic tax settlement rather than discretionary open-market stock sales.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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