GDRX insider activity: RSU vesting and small share disposals disclosed

Rhea-AI Filing Summary

GoodRx Holdings insider activity: The company's Chief Accounting Officer reported multiple transactions in Class A common stock and related restricted stock units. The filing shows acquisitions through vesting of 12,433 restricted stock units (10,201 and 2,232) convertible one-for-one into Class A shares, and dispositions of 4,449 shares sold across two trades at $4.00 per share. After these transactions the reporting person beneficially owned 145,276 to 147,493 Class A shares across reported lines, and held a total of 40,803 and 22,323 underlying shares6.25% with the remainder scheduled to vest in approximately equal quarterly installments over 15 quarters. The transactions reflect routine insider vesting and partial sale activity of equity compensation.

Positive

• RSU vesting increased insider alignment with 12,433 restricted stock units converting one-for-one into shares
• Clear vesting schedule disclosed: 6.25% initial tranche then equal quarterly installments over 15 quarters, providing predictability

Negative

• Insider sold 4,449 shares in two transactions at $4.00 per share, modestly increasing public float
• Multiple discrete transactions could incrementally dilute near-term insider ownership as vested RSUs convert into shares

Insights

Securities Analyst

TL;DR: Routine insider vesting with modest sales; not clearly material to valuation.

The reported activity shows vesting-driven acquisition of restricted stock units and small open-market disposals at $4.00 per share. The transactions appear to be execution of equity compensation vesting schedules rather than opportunistic large-scale selling. The net effect modestly alters insider holdings but does not indicate a change in corporate control or a material capital-raising event. Investors should note the vesting cadence: an initial 6.25% tranche then equal quarterly installments across 15 quarters, which implies predictable future share release into the float.

Corporate Governance Expert

TL;DR: Governance signal is neutral; transactions align with grant terms and standard vesting.

The filing documents vesting-triggered issuances of RSUs and subsequent small disposals. The disclosure includes specific plan mechanics: one share per RSU and a structured vesting schedule. The presence of partial sales at a fixed price suggests routine liquidity management by the reporting person. There are no indications of accelerations, amendments, or unusual derivative activity. From a governance perspective this is consistent with standard executive compensation realization.

09/08/2025 - 05:06 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 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)
09/08/2025

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	09/08/2025		M		10,201	A	(1)	147,493	D
Class A Common Stock	09/08/2025		F		3,650	D	$4	143,843	D
Class A Common Stock	09/08/2025		M		2,232	A	(1)	146,075	D
Class A Common Stock	09/08/2025		F		799	D	$4	145,276	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)	09/08/2025		M			10,201	(2)	(2)	Class A Common Stock	10,201	$0	40,803	D
Restricted Stock Unit	(1)	09/08/2025		M			2,232	(3)	(3)	Class A Common Stock	2,232	$0	22,323	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	09/08/2025
	** 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.

FAQ

What transactions did the GoodRx (GDRX) reporting person report?

The Chief Accounting Officer reported vesting of 10,201 and 2,232 restricted stock units and sales totaling 4,449 Class A shares (two dispositions at $4.00 per share).

How many restricted stock units vested and how convert to shares?

A total of 12,433 RSUs vested as reported; each RSU represents a contingent right to receive one share of Class A common stock.

What is the vesting schedule for the RSU awards?

Each award vested 6.25% at the initial date, with the remaining 93.75% vesting in approximately equal quarterly installments over 15 quarters.

How many Class A shares does the reporting person beneficially own after the transactions?

Reported beneficial ownership lines show between 145,276 and 147,493 Class A shares following the reported transactions.

Were any derivative securities involved in the report?

Yes. The report lists restricted stock units as derivative securities that convert one-for-one into Class A common stock and shows the post-conversion counts of underlying shares.