GoodRx (GDRX) CAO exercises RSUs and delivers shares to cover taxes
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
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);
Class A Common Stock — 2,252 shares (Direct)
Footnotes (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.
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.
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.