GoodRx Holdings (NASDAQ: GDRX) insider converts RSUs, covers tax with stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
GoodRx Holdings director and officer Wendy Lynn Barnes converted 277,288 restricted stock units into Class A common stock on July 15, 2026. To cover tax liabilities, 120,456 shares were delivered at $3.01 per share rather than sold in open-market trades.
Positive
- None.
Negative
- None.
Insider Trade Summary
277,288 shares exercised/converted
Mixed
9 txns
Insider
Barnes Wendy Lynn
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 115,148 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 51,177 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 110,963 | $0.00 | -- |
| Exercise | Class A Common Stock | 115,148 | -- | -- |
| Tax Withholding | Class A Common Stock | 50,021 | $3.01 | $151K |
| Exercise | Class A Common Stock | 51,177 | -- | -- |
| Tax Withholding | Class A Common Stock | 22,232 | $3.01 | $67K |
| Exercise | Class A Common Stock | 110,963 | -- | -- |
| Tax Withholding | Class A Common Stock | 48,203 | $3.01 | $145K |
Holdings After Transaction:
Restricted Stock Unit — 1,151,484 shares (Direct);
Class A Common Stock — 699,973 shares (Direct)
Footnotes (1)
- Each restricted stock unit represents a contingent right to receive one share of Class A common stock. The restricted stock unit award will vest as to 25% of the underlying shares on January 15, 2026 with the remaining 75% to vest in approximately equal quarterly installments thereafter for 12 quarters. The restricted stock unit award will vest as to 50% of the underlying shares on January 15, 2026 with the remaining 50% to vest in approximately equal quarterly installments thereafter for 4 quarters. The restricted stock units will vest ratably in 12 equal quarterly installments, with the first vesting occurring on April 15, 2026, and subject to continued service through each applicable vesting date.
Key Figures
RSUs converted to stock: 277,288 shares
Shares withheld for taxes: 120,456 shares
Tax withholding price: $3.01 per share
+5 more
8 metrics
RSUs converted to stock
277,288 shares
Restricted stock units converted into Class A common stock on July 15, 2026
Shares withheld for taxes
120,456 shares
Shares delivered in F-code tax-withholding dispositions at $3.01 per share
Tax withholding price
$3.01 per share
Value applied to Class A shares used to satisfy tax liabilities
RSU conversion tranche 1
110,963 shares
One M-code transaction converting restricted stock units into Class A common stock
RSU conversion tranche 2
51,177 shares
Second M-code transaction converting restricted stock units into Class A common stock
RSU conversion tranche 3
115,148 shares
Third M-code transaction converting restricted stock units into Class A common stock
RSU vesting on January 15, 2026
25% and 50% of awards
Portions of RSU awards vest on January 15, 2026 before quarterly installments
Quarterly vesting installments
12 quarters and 4 quarters
Remaining RSU portions vest in approximately equal quarterly installments
Key Terms
Restricted Stock Unit, tax-withholding disposition, derivative security
3 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
"transaction_action "tax-withholding disposition" used for payment of 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
"transaction_code_description "Exercise or conversion of derivative security" for M-code transactions."
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.
FAQ
What insider equity activity did Wendy Lynn Barnes report for GoodRx (GDRX)?
Wendy Lynn Barnes converted 277,288 restricted stock units into GoodRx Class A common stock. To satisfy tax obligations, she delivered 120,456 shares at $3.01 per share, with no open-market purchases or sales reported in this Form 4.
Did Wendy Lynn Barnes execute any open-market trades in GoodRx (GDRX) stock?
No open-market trades were reported. All disclosures involve M-code derivative exercises converting RSUs into Class A shares and F-code tax-withholding dispositions, where shares were delivered to satisfy tax obligations instead of being bought or sold in the market.
What RSU vesting schedules are described for GoodRx (GDRX) awards?
Footnotes state certain RSU awards vest 25% or 50% on January 15, 2026, with remaining portions vesting in approximately equal quarterly installments over 12 or 4 quarters, and another award vesting ratably in 12 quarterly installments starting April 15, 2026.
How many tax-withholding transactions did Wendy Lynn Barnes report for GoodRx (GDRX)?
She reported three F-code tax-withholding dispositions, totaling 120,456 shares. These transactions were used to pay tax liabilities by delivering GoodRx Class A shares at $3.01 per share rather than executing market sales.