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GDRX director Wagner files Form 4; direct holdings 185,269 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GoodRx Holdings (GDRX) director Scott Wagner filed a Form 4 reporting an award of 3,065 deferred stock units on 10/31/2025 at $0. Each unit represents a contingent right to one share of Class A common stock.

The units vest in substantially equal monthly installments beginning November 30, 2025 and ending December 31, 2025, and will settle upon the earliest of December 31, 2030, Separation from Service, a Change in Control, death, or Disability under the company’s director plan. Following the transaction, Wagner beneficially owned 185,269 shares directly and 182,900 shares indirectly via the Wagner Family Trust.

Positive

  • None.

Negative

  • None.
Insider Wagner Scott
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock 3,065 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 185,269 shares (Direct); Class A Common Stock — 182,900 shares (Indirect, By Wagner Family Trust)
Footnotes (1)
  1. Reflects deferred stock units. Each deferred stock unit represents a contingent right to receive one share of Class A common stock. The deferred stock units will vest in substantially equal monthly installments beginning on November 30, 2025 and ending on December 31, 2025, subject to continued service through the applicable vesting date. The deferred stock units will settle on the earliest to occur of the following events (i) December 31, 2030; (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the GoodRx Holdings, Inc. Deferred Compensation Plan for Directors). Shares held directly by the Wagner Family Trust (the "Trust"). The Reporting Person and his spouse serve as trustees of the Trust, and the Reporting Person, his spouse and other members of his immediate family are the sole beneficiaries of the Trust.
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*
Wagner Scott
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025
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 10/31/2025 A 3,065(1) A $0 185,269 D
Class A Common Stock 182,900 I By Wagner Family Trust(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
Explanation of Responses:
1. Reflects deferred stock units. Each deferred stock unit represents a contingent right to receive one share of Class A common stock. The deferred stock units will vest in substantially equal monthly installments beginning on November 30, 2025 and ending on December 31, 2025, subject to continued service through the applicable vesting date. The deferred stock units will settle on the earliest to occur of the following events (i) December 31, 2030; (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the GoodRx Holdings, Inc. Deferred Compensation Plan for Directors).
2. Shares held directly by the Wagner Family Trust (the "Trust"). The Reporting Person and his spouse serve as trustees of the Trust, and the Reporting Person, his spouse and other members of his immediate family are the sole beneficiaries of the Trust.
Remarks:
/s/ Gracye Cheng, Attorney-in-Fact for Scott Wagner 11/03/2025
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did GoodRx (GDRX) disclose in this Form 4?

A director, Scott Wagner, reported acquiring 3,065 deferred stock units on 10/31/2025 at $0 per unit.

How do the deferred stock units for GDRX vest?

They vest in substantially equal monthly installments from November 30, 2025 to December 31, 2025.

When will the deferred stock units settle?

Settlement occurs at the earliest of December 31, 2030, Separation from Service, a Change in Control, death, or Disability under the director plan.

What is Scott Wagner’s ownership in GDRX after the transaction?

He held 185,269 shares directly and 182,900 shares indirectly via the Wagner Family Trust.

What does each deferred stock unit represent for GDRX?

Each unit represents a contingent right to receive one share of Class A common stock.

Who controls the Wagner Family Trust that holds GDRX shares?

Scott Wagner and his spouse serve as trustees; they and immediate family members are beneficiaries.