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

GoodRx Holdings, Inc. Chief Accounting Officer Romin Nabiey reported equity award activity involving Class A common stock.

Rhea-AI Filing Summary

GoodRx Holdings, Inc. Chief Accounting Officer Romin Nabiey reported equity award activity involving Class A common stock. On February 15, 2026, Nabiey exercised 4,804 restricted stock units, converting them into the same number of Class A shares at an exercise price of $0. In a related transaction coded "F," 1,979 Class A shares at $2.18 per share were disposed of to cover tax obligations, leaving 175,748 Class A shares held directly and 57,650 restricted stock units outstanding after these transactions.

Insider Trade Summary

4,804 shares exercised/converted

Exercise 3 txns

Insider Nabiey Romin

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	4,804	$0.00	$0.00
Exercise	Class A Common Stock	4,804	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,979	$2.18	$4K

Holdings After Transaction: Restricted Stock Unit — 57,650 contracts (Direct); Class A Common Stock — 175,748 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.
2. F2. The restricted stock units vest as to 6.25% of the underlying shares on May 15, 2025 and the remaining 93.75% of the underlying shares to vest in approximately equal quarterly installments thereafter for 15 quarters.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did GoodRx (GDRX) report for Romin Nabiey?

GoodRx reported that Chief Accounting Officer Romin Nabiey exercised 4,804 restricted stock units into Class A common stock. A related tax-withholding disposition of 1,979 Class A shares was also reported, both dated February 15, 2026, leaving 175,748 Class A shares directly owned.

How many GoodRx (GDRX) shares does Romin Nabiey own after this Form 4?

After the reported transactions, Romin Nabiey directly owns 175,748 shares of GoodRx Class A common stock. He also holds 57,650 restricted stock units, which represent rights to receive additional Class A shares if vesting conditions are satisfied over time.

What does the RSU exercise in the GoodRx (GDRX) Form 4 mean?

The Form 4 shows Nabiey exercised 4,804 restricted stock units, converting them into 4,804 Class A shares at a zero exercise price. Each restricted stock unit represents a contingent right to receive one GoodRx Class A share upon vesting, according to the filing footnotes.

Why were some GoodRx (GDRX) shares disposed of in this insider filing?

The filing reports a disposition of 1,979 Class A shares coded “F,” meaning shares were withheld to satisfy tax obligations. This is described as payment of tax liability by delivering securities, rather than an open-market sale of GoodRx stock.

How do the GoodRx (GDRX) restricted stock units vest for Romin Nabiey?

Footnotes explain the restricted stock units vest 6.25% of the underlying shares on May 15, 2025. The remaining 93.75% vest in approximately equal quarterly installments over 15 quarters, subject to the award’s usual conditions being met.

What ownership type is reported for Romin Nabiey’s GoodRx (GDRX) holdings?

The Form 4 classifies Nabiey’s holdings as direct ownership, marked with code “D” for both Class A common stock and restricted stock units. No indirect ownership or separate entities are disclosed in the nature-of-ownership field in this filing.

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Accepted by SEC EDGAR 02/17/2026 - 05:25 PM EST Learn about SEC filing dates

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^*

Nabiey Romin

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		4,804	A	(1)	177,727	D
Class A Common Stock	02/15/2026		F		1,979	D	$2.18	175,748	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)	02/15/2026		M			4,804	(2)	(2)	Class A Common Stock	4,804	$0	57,650	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 units vest as to 6.25% of the underlying shares on May 15, 2025 and the remaining 93.75% of the underlying shares to vest in approximately equal quarterly installments thereafter for 15 quarters.

Remarks:

	/s/ Gracye Cheng, Attorney-in-Fact for Romin Nabiey	02/17/2026
	** 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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