GoodRx (GDRX) CAO converts RSUs to stock and withholds shares for taxes

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Rhea-AI Filing Summary

GoodRx Holdings, Inc. Chief Accounting Officer Romin Nabiey reported equity transactions involving restricted stock units and Class A common stock. On March 8, 2026, restricted stock units were converted into a total of 10,201 and 2,233 shares of Class A common stock at a price of $0.00 per share through derivative exercises.

In connection with these conversions, Class A shares were also disposed of under transaction code F to cover tax obligations, with 4,201 shares and 920 shares withheld at a price of $2.28 per share as tax-withholding dispositions. After these transactions, Nabiey directly owned 183,061 shares of Class A common stock.

Footnotes explain that each restricted stock unit represents a contingent right to receive one share of Class A common stock. One award began vesting December 8, 2022 with quarterly installments over 15 quarters, and another will begin vesting June 8, 2024 on a similar quarterly schedule.

Insider Trade Summary

Net Buyer: 7,313 shares

Net Buy 6 txns

Insider Nabiey Romin

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	10,201	$0.00	$0.00
Exercise	Restricted Stock Unit	2,233	$0.00	$0.00
Exercise	Class A Common Stock	10,201	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	4,201	$2.28	$10K
Exercise	Class A Common Stock	2,233	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	920	$2.28	$2K

Holdings After Transaction: Restricted Stock Unit — 38,260 shares (Direct); Class A Common Stock — 183,061 shares (Direct)

Footnotes (3)

F1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.
F2. The restricted stock unit award vested as to 6.25% of the underlying shares on December 8, 2022 with the remaining 93.75% vesting in approximately equal quarterly installments thereafter for 15 quarters.
F3. The restricted stock unit award will vest as to 6.25% of the underlying shares on June 8, 2024 with the remaining 93.75% vesting in approximately equal quarterly installments thereafter for 15 quarters.

FAQ

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

GoodRx’s Chief Accounting Officer Romin Nabiey reported exercises of restricted stock units into Class A common stock and related share dispositions to cover taxes. The transactions occurred on March 8, 2026 and involved both derivative conversions and tax-withholding share deliveries.

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

After the reported transactions, Romin Nabiey directly owns 183,061 shares of GoodRx Class A common stock. This figure reflects both the new shares received from restricted stock unit conversions and the shares withheld to satisfy associated tax obligations.

What do the restricted stock unit (RSU) awards mean in the GoodRx (GDRX) filing?

Each restricted stock unit represents a contingent right to receive one Class A common share. Vesting is tied to service over time, with portions of the RSU awards vesting quarterly across 15 quarters following initial vesting dates, delivering shares as they vest.

When do Romin Nabiey’s GoodRx (GDRX) RSU awards vest?

One RSU award vested 6.25% of its shares on December 8, 2022, with the remaining 93.75% vesting in roughly equal quarterly installments over 15 quarters. A second award follows the same structure beginning June 8, 2024, also vesting quarterly thereafter.

Why were some GoodRx (GDRX) shares disposed of in this Form 4?

The Form 4 shows share dispositions coded F, meaning shares were delivered to pay exercise price or tax liabilities. In this case, Class A shares were withheld at $2.28 per share to satisfy tax obligations related to the restricted stock unit conversions.

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Accepted by SEC EDGAR 03/09/2026 - 05:19 PM

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

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)
03/08/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/08/2026		M		10,201	A	⁽¹⁾	185,949	D
Class A Common Stock	03/08/2026		F		4,201	D	$2.28	181,748	D
Class A Common Stock	03/08/2026		M		2,233	A	⁽¹⁾	183,981	D
Class A Common Stock	03/08/2026		F		920	D	$2.28	183,061	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	03/08/2026		M			10,201	⁽²⁾	⁽²⁾	Class A Common Stock	10,201	$0	20,402	D
Restricted Stock Unit	⁽¹⁾	03/08/2026		M			2,233	⁽³⁾	⁽³⁾	Class A Common Stock	2,233	$0	17,858	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 unit award vested as to 6.25% of the underlying shares on December 8, 2022 with the remaining 93.75% vesting in approximately equal quarterly installments thereafter for 15 quarters.

3. The restricted stock unit award will vest as to 6.25% of the underlying shares on June 8, 2024 with the remaining 93.75% vesting in approximately equal quarterly installments thereafter for 15 quarters.

Remarks:

	/s/ Gracye Cheng, Attorney-in-Fact for Romin Nabiey	03/09/2026
	** 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.

Source: View Original Filing on SEC EDGAR