[Form 4] GoodRx Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: Kratos Defense & Security Solutions (KTOS) President of the KTT Division, Stacey G. Rock, reported two open-market sales of the company’s common stock executed on 07/01/2025 under a previously adopted Rule 10b5-1 trading plan.

• Shares sold: 3,456 at a weighted-average price of $45.2912 and 544 at $46.28, totaling 4,000 shares.
• Proceeds: Approximately $180,000 based on reported averages.
• Post-sale holdings: 46,243 shares, including 1,723 shares from the ESPP and ~6,814 shares held through the 401(k) plan.
• Reporting person status: Officer—President, KTT Division.

No derivative transactions were reported. The filing was signed on 07/03/2025.

Positive

• Use of a Rule 10b5-1 trading plan indicates pre-scheduled transactions, reducing concerns about opportunistic insider selling.
• Officer retains 46,243 shares, maintaining an equity stake that aligns interests with shareholders.
• Timely and detailed disclosure (pricing ranges, plan adoption date) reflects good governance practices.

Negative

• Sale of 4,000 shares could be interpreted as reduced confidence, albeit modest in size.
• All reported transactions were dispositions; no offsetting purchases or option exercises were disclosed.

Insights

Securities Analyst

TL;DR: Small 10b5-1 insider sale; negligible impact on KTOS valuation.

The reported disposition represents roughly 8.6% of the insider’s direct stake and a fraction of KTOS’s 125 million share count. Because the trades were executed under a pre-arranged 10b5-1 plan, signaling risk is reduced; the sale is more likely for diversification or liquidity than a commentary on fundamentals. With 46 k shares still held, the officer retains meaningful alignment. From a market perspective, the $180 k sale should not materially affect supply-demand dynamics or investor sentiment absent additional insider activity.

Corporate Governance Expert

TL;DR: Governance-friendly disclosure; neutral signal.

The filing complies with Section 16 reporting timelines and includes granular footnotes on pricing ranges, enhancing transparency. Use of a 10b5-1 plan reduces potential accusations of opportunistic trading and aligns with recommended best practices. No red flags such as large ownership reduction or undisclosed derivatives appear. Overall governance impact is neutral, with proper safeguards evident.

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^*

Spectrum Equity VII, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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	07/02/2025		C(1)		3,989,323	A	(1)	3,989,323	I	By Spectrum Equity VII, L.P.(2)
Class A Common Stock	07/02/2025		C(1)		6,828	A	(1)	6,828	I	By Spectrum VII Investment Managers' Fund, L.P.(2)
Class A Common Stock	07/02/2025		C(1)		3,849	A	(1)	3,849	I	By Spectrum VII Co-Investment Fund L.P.(2)
Class A Common Stock	07/02/2025		J(3)		3,989,323	D	$0.00	0	I	By Spectrum Equity VII, L.P.(2)
Class A Common Stock	07/03/2025		S		6,828	D	$4.7978(4)	0	I	By Spectrum VII Investment Managers' Fund, L.P.(2)
Class A Common Stock	07/03/2025		S		3,849	D	$4.7978(4)	0	I	By Spectrum VII Co-Investment Fund L.P.(2)

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
Class B Common Stock	(1)	07/02/2025		C(1)			3,989,323	(1)	(1)	Class A Common Stock	3,989,323	(1)	14,865,346	I	By Spectrum Equity VII, L.P.(2)
Class B Common Stock	(1)	07/02/2025		C(1)			6,828	(1)	(1)	Class A Common Stock	6,828	(1)	25,445	I	By Spectrum VII Investment Managers' Fund, L.P.(2)
Class B Common Stock	(1)	07/02/2025		C(1)			3,849	(1)	(1)	Class A Common Stock	3,849	(1)	14,342	I	By Spectrum VII Co-Investment Fund L.P.(2)

1. Name and Address of Reporting Person^*

Spectrum Equity VII, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Spectrum VII Investment Managers' Fund, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Spectrum VII Co-Investment Fund, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Spectrum Equity Associates VII, L.P.

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SEA VII Management, LLC

(Last) (First) (Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the conversion of the Issuer's Class B Common Stock ("Class B Shares") into shares of the Issuer's Class A Common Stock (the "Class A Shares") on a one-for-one basis.

2. The general partner of Spectrum Equity VII, L.P. ("SE VII") is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund"), and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any.

3. Spectrum Equity VII, L.P. made a pro rata distribution of 3,989,323 shares of Class A Shares to its general partner and limited partners for no consideration on July 2, 2025.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.69 to $4.82 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	Spectrum Equity VII, L.P., By: Spectrum Equity Associates VII, L.P., its general partner, By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	07/03/2025
	Spectrum VII Investment Managers' Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	07/03/2025
	Spectrum VII Co-Investment Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	07/03/2025
	Spectrum Equity Associates VII, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	07/03/2025
	SEA VII Management, LLC, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	07/03/2025
	** 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).
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FAQ

How many KTOS shares did Stacey G. Rock sell?

The officer sold 4,000 shares of Kratos Defense & Security Solutions common stock on 07/01/2025.

What was the average price of the KTOS insider sale?

Weighted-average prices were $45.2912 for 3,456 shares and $46.28 for 544 shares.

Does the insider still own KTOS shares after the sale?

Yes, the reporting person continues to own 46,243 shares following the transactions.

Was the KTOS insider sale under a 10b5-1 plan?

Yes. Footnote 1 states the transactions were effected under a 10b5-1 trading plan adopted on May 22, 2024.

Were any derivative securities involved in this Form 4?

No derivative securities were acquired or disposed of; Table II shows no entries.

When was the Form 4 filed?

The filing was signed and dated 07/03/2025.