GoodRx (GDRX) CAO exercises RSUs and delivers shares to cover taxes

Rhea-AI Filing Summary

GoodRx Holdings, Inc. Chief Accounting Officer Thomas Chan reported routine equity compensation activity involving Class A common stock. On May 15, 2026, he exercised restricted stock units that converted into 5,575 shares of Class A common stock. In connection with these vestings, a total of 2,838 shares were disposed of at $2.49 per share to cover tax obligations, a non‑market, tax-withholding mechanism rather than an open-market sale. The remaining vested shares increased his directly held common stock position, while the filing notes that each restricted stock unit represents a right to receive one share of Class A common stock that vests in quarterly installments subject to continued service.

Insider Trade Summary

5,575 shares exercised/converted

Mixed 9 txns

Insider Chan Thomas (TC)

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,252	$0.00	--
Exercise	Restricted Stock Unit	2,637	$0.00	--
Exercise	Restricted Stock Unit	1,686	$0.00	--
Exercise	Class A Common Stock	1,252	$0.00	--
Tax Withholding	Class A Common Stock	638	$2.49	$2K
Exercise	Class A Common Stock	2,637	$0.00	--
Tax Withholding	Class A Common Stock	1,342	$2.49	$3K
Exercise	Class A Common Stock	1,686	$0.00	--
Tax Withholding	Class A Common Stock	858	$2.49	$2K

Holdings After Transaction: Restricted Stock Unit — 1,252 shares (Direct, null); Class A Common Stock — 2,252 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 November 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 May 15, 2025 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 August 15, 2023 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.

Key Figures

RSUs exercised into shares: 5,575 shares Shares for tax withholding: 2,838 shares Tax-withholding price: $2.49 per share +3 more

6 metrics

RSUs exercised into shares 5,575 shares Class A common stock from RSU exercises on May 15, 2026

Shares for tax withholding 2,838 shares Disposed to satisfy tax obligations on May 15, 2026

Tax-withholding price $2.49 per share Price used for F-code dispositions of Class A shares

Single F-code disposition example 1,342 shares Class A shares delivered at $2.49 per share in one tax event

Single RSU conversion example 2,637 RSUs Converted into Class A common stock in one M-code transaction

Another RSU conversion 1,686 RSUs Converted into Class A common stock in separate M-code event

Key Terms

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

4 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.

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)
05/15/2026

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	05/15/2026		M		1,252	A	(1)	2,252	D
Class A Common Stock	05/15/2026		F		638	D	$2.49	1,614	D
Class A Common Stock	05/15/2026		M		2,637	A	(1)	4,251	D
Class A Common Stock	05/15/2026		F		1,342	D	$2.49	2,909	D
Class A Common Stock	05/15/2026		M		1,686	A	(1)	4,595	D
Class A Common Stock	05/15/2026		F		858	D	$2.49	3,737	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)	05/15/2026		M			1,252	(2)	(2)	Class A Common Stock	1,252	$0	1,252	D
Restricted Stock Unit	(1)	05/15/2026		M			2,637	(3)	(3)	Class A Common Stock	2,637	$0	29,003	D
Restricted Stock Unit	(1)	05/15/2026		M			1,686	(4)	(4)	Class A Common Stock	1,686	$0	6,745	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 November 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 May 15, 2025 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.

4. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on August 15, 2023 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	05/14/2026
	** 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 insider transactions did GoodRx (GDRX) report for Thomas Chan?

GoodRx reported that Chief Accounting Officer Thomas Chan exercised restricted stock units into 5,575 Class A shares. To cover related tax liabilities, 2,838 shares were withheld and disposed of at $2.49 per share, with the remaining vested shares added to his direct holdings.

Did GoodRx (GDRX) executive Thomas Chan sell shares on the open market?

The filing shows no open-market sale by Thomas Chan. Shares labeled as dispositions were 2,838 shares withheld and delivered at $2.49 per share solely to satisfy tax obligations tied to equity vesting, not discretionary sales into the market.

How many GoodRx (GDRX) shares did Thomas Chan acquire through equity vesting?

Thomas Chan acquired 5,575 Class A common shares through exercises of restricted stock units. These derivative transactions converted RSUs at a $0.00 exercise price into common stock, reflecting scheduled compensation vesting rather than a market purchase decision.

What price was used for GoodRx (GDRX) tax-withholding dispositions?

Tax-withholding dispositions for Thomas Chan’s vesting used a price of $2.49 per GoodRx Class A share. At this price, 2,838 shares were delivered to cover exercise price or tax liabilities associated with the restricted stock unit vesting events.

How are Thomas Chan’s GoodRx (GDRX) restricted stock units structured?

Each restricted stock unit represents a contingent right to receive one GoodRx Class A share. The awards vest in 1/16 increments on specified quarterly dates, such as November 15, 2022, May 15, 2025, and August 15, 2023, subject to Chan’s continued service.