RSU vesting prompts share tax sales by GoodRx (GDRX) officer Barnes

Rhea-AI Filing Summary

GoodRx Holdings director and officer Wendy Lynn Barnes reported equity compensation activity involving restricted stock units and Class A common stock on January 15, 2026. A total of 665,302 restricted stock units were converted into the same number of Class A shares at an exercise price of $0.00 per share.

To cover tax obligations, 148,383 shares and 88,926 shares of Class A common stock were withheld at a price of $2.75 per share, reducing the net shares retained. After these transactions, Barnes directly beneficially owned 427,993 shares of GoodRx Class A common stock. Footnotes explain that each restricted stock unit represents a contingent right to receive one Class A share and outline multi-year vesting schedules for the awards.

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^*

Barnes Wendy Lynn

(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
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		M		460,594	A	(1)	460,594	D
Class A Common Stock	01/15/2026		F		148,383	D	$2.75	312,211	D
Class A Common Stock	01/15/2026		M		204,708	A	(1)	516,919	D
Class A Common Stock	01/15/2026		F		88,926	D	$2.75	427,993	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)	01/15/2026		M			460,594	(2)	(2)	Class A Common Stock	460,594	$0	1,381,780	D
Restricted Stock Unit	(1)	01/15/2026		M			204,708	(3)	(3)	Class A Common Stock	204,708	$0	204,708	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 January 15, 2026 with the remaining 75% to vest in approximately equal quarterly installments thereafter for 12 quarters.

3. 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.

Remarks:

	/s/ Gracye Cheng, Attorney-in-Fact for Wendy Lynn Barnes	01/15/2026
	** 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.
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FAQ

What insider activity did GoodRx (GDRX) report for Wendy Lynn Barnes?

GoodRx Holdings reported that director and officer Wendy Lynn Barnes had 665,302 restricted stock units convert into an equal number of Class A common shares on January 15, 2026, with a portion of those shares withheld to satisfy tax obligations.

How many GoodRx shares were withheld for taxes in this Form 4?

The filing shows tax-related withholding of 148,383 shares and 88,926 shares of GoodRx Class A common stock, both at a price of $2.75 per share, in connection with the RSU vesting.

How many GoodRx Class A shares does Wendy Lynn Barnes own after these transactions?

Following the reported transactions on January 15, 2026, Wendy Lynn Barnes directly beneficially owned 427,993 shares of GoodRx Class A common stock, as shown in the non-derivative holdings table.

What restricted stock unit (RSU) awards are reported for GoodRx (GDRX)?

The Form 4 reports two restricted stock unit awards. One covers 460,594 units, and another covers 204,708 units, each representing a contingent right to receive one share of Class A common stock upon vesting and settlement.

What are the vesting schedules for the GoodRx RSU awards reported?

According to the footnotes, one RSU award vests 25% on January 15, 2026, with the remaining 75% vesting in approximately equal quarterly installments over 12 quarters. The other RSU award vests 50% on January 15, 2026, with the remaining 50% vesting in approximately equal quarterly installments over 4 quarters.

Is the GoodRx insider activity reported as direct or indirect ownership?

The transactions and holdings for Wendy Lynn Barnes in this Form 4 are reported as direct (D) ownership, with no separate nature of indirect beneficial ownership indicated.