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

GoodRx (NASDAQ: GDRX) 10% owner sells shares without 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

GoodRx Holdings, Inc. (GDRX) was the subject of a Form 4 in which investment funds affiliated with Francisco Partners reported open‑market sales of an aggregate 1,567,044 shares of Class A Common Stock on August 24–26, 2026, at weighted average prices ranging from about $3.44 to $3.51 per share. The shares were held indirectly through Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P.; associated general partner and management entities may be deemed to share voting and dispositive power but disclaim beneficial ownership. The filing indicates the transactions were not made pursuant to a Rule 10b5-1 trading plan.

Positive

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Negative

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Insights

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Insider FRANCISCO PARTNERS IV, L.P., FRANCISCO PARTNERS IV-A, L.P., Francisco Partners GP IV, L.P., Francisco Partners GP IV Management Ltd, Francisco Partners Management, LP
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 1,567,044 shs ($5.48M)
Type Security Shares Price Value
Sale Class A Common Stock F5, F3 213,401 $3.5125 $750K
Sale Class A Common Stock F5, F3 210,378 $3.5125 $739K
Sale Class A Common Stock F3 439,310 $3.50 $1.54M
Sale Class A Common Stock F3 433,088 $3.50 $1.52M
Sale Class A Common Stock F4, F3 64,090 $3.4449 $221K
Sale Class A Common Stock F4, F3 63,183 $3.4449 $218K
Sale Class A Common Stock F1, F2, F3 72,309 $3.462 $250K
Sale Class A Common Stock F1, F2, F3 71,285 $3.462 $247K
Holdings After Transaction: Class A Common Stock — 0 shares (Indirect, By Francisco Partners IV, L.P.); Class A Common Stock — 0 shares (Indirect, By Francisco Partners IV-A, L.P.)
Footnotes (5)
  1. F1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/24/2026 at prices ranging from $3.425 to $3.5 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  2. F2. The reported amount has been adjusted by 721 shares to reflect the sale of such shares by Francisco Partners IV-A, L.P. on August 20, 2026, which were inadvertently reported on a Form 4 filed by the reporting persons on August 21, 2026, as being sold by Francisco Partners IV, L.P.
  3. F3. Francisco Partners GP IV, L.P. is the general partner of each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV, L.P. Francisco Partners Management, L.P. serves as the investment manager for each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Voting and disposition decisions at Francisco Partners Management, L.P. with respect to the shares of Class B common stock held by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. are made by an investment committee. Each of Francisco Partners Management, L.P., Francisco Partners GP IV Management Limited, and Francisco Partners GP IV, L.P. may be deemed to share voting and dispositive power over the shares of Class B common stock held, but disclaims beneficial ownership.
  4. F4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/25/2026 at prices ranging from $3.415 to $3.48 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  5. F5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/26/2026 at prices ranging from $3.44 to $3.545 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Total shares sold 1,567,044 shares Aggregate non-derivative sales of GoodRx Class A Common Stock reported in this Form 4
Sale on 2026-08-24 by Francisco Partners IV, L.P. 72,309 shares at $3.4620 per share Open-market sale of GoodRx Class A Common Stock on August 24, 2026
Sale on 2026-08-24 by Francisco Partners IV-A, L.P. 71,285 shares at $3.4620 per share Open-market sale of GoodRx Class A Common Stock on August 24, 2026
Sale on 2026-08-25 by Francisco Partners IV, L.P. 64,090 shares at $3.4449 per share Open-market sale of GoodRx Class A Common Stock on August 25, 2026
Sale on 2026-08-25 by Francisco Partners IV-A, L.P. 63,183 shares at $3.4449 per share Open-market sale of GoodRx Class A Common Stock on August 25, 2026
Sale on 2026-08-26 by Francisco Partners IV, L.P. (first block) 213,401 shares at $3.5125 per share Weighted average price; trades on August 26, 2026 within $3.44–$3.545 range
Sale on 2026-08-26 by Francisco Partners IV-A, L.P. (first block) 210,378 shares at $3.5125 per share Weighted average price; trades on August 26, 2026 within $3.44–$3.545 range
Additional sales on 2026-08-26 439,310 and 433,088 shares at $3.5000 per share Open-market sales of GoodRx Class A Common Stock by both funds on August 26, 2026
weighted average price financial
"The reported price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Class A Common Stock financial
"security_title": "Class A Common Stock""
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
ten percent owner regulatory
"each is_ten_percent_owner": 1"
dispositive power financial
"may be deemed to share voting and dispositive power over the shares"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
beneficial ownership regulatory
"may be deemed to share voting and dispositive power ... but disclaims beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

Who sold GoodRx (GDRX) shares in this Form 4 filing?
The Form 4 reports sales of GoodRx Class A Common Stock by investment funds Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P., which are reported as ten percent owners. Related general partner and management entities are also listed and disclaim beneficial ownership.

How many GoodRx (GDRX) shares were sold according to this Form 4?
Across all reported transactions, the filing shows 1,567,044 shares of GoodRx Class A Common Stock sold in open‑market transactions. This aggregate figure comes from the filing’s transaction summary of all non‑derivative sales reported for the covered dates.

On what dates did the GoodRx (GDRX) insider sales occur and at what prices?
The reported sales occurred on August 24, 25, and 26, 2026, with weighted average prices per share of $3.4620 on August 24, $3.4449 on August 25, and $3.50–$3.5125 on August 26. Footnotes state the shares traded within price ranges around these averages.

Were the GoodRx (GDRX) insider sales made under a Rule 10b5-1 trading plan?
No. The Form 4’s Rule 10b5‑1 checkbox indicates false, meaning the reporting persons did not affirm that these GoodRx share sales were executed pursuant to a Rule 10b5‑1 or similar pre‑arranged trading plan.

Are the GoodRx (GDRX) shares held directly or indirectly by the reporting persons?
All reported GoodRx Class A Common Stock sales are shown as indirect ownership, with the nature of ownership listed as “By Francisco Partners IV, L.P.” or “By Francisco Partners IV-A, L.P.”. Related entities may be deemed to share voting and dispositive power but disclaim beneficial ownership.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
FRANCISCO PARTNERS IV, L.P.
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/24/2026S72,309D$3.462(1)716,801(2)IBy Francisco Partners IV, L.P.(3)
Class A Common Stock08/24/2026S71,285D$3.462(1)706,649(2)IBy Francisco Partners IV-A, L.P.(3)
Class A Common Stock08/25/2026S64,090D$3.4449(4)652,711IBy Francisco Partners IV, L.P.(3)
Class A Common Stock08/25/2026S63,183D$3.4449(4)643,466IBy Francisco Partners IV-A, L.P.(3)
Class A Common Stock08/26/2026S213,401D$3.5125(5)439,310IBy Francisco Partners IV, L.P.(3)
Class A Common Stock08/26/2026S210,378D$3.5125(5)433,088IBy Francisco Partners IV-A, L.P.(3)
Class A Common Stock08/26/2026S439,310D$3.50IBy Francisco Partners IV, L.P.(3)
Class A Common Stock08/26/2026S433,088D$3.50IBy Francisco Partners IV-A, L.P.(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
FRANCISCO PARTNERS IV, L.P.
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
FRANCISCO PARTNERS IV-A, L.P.
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Francisco Partners GP IV, L.P.
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Francisco Partners GP IV Management Ltd
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Francisco Partners Management, LP
(Last)(First)(Middle)
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
(Street)
SAN FRANCISCO CALIFORNIA 94129
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/24/2026 at prices ranging from $3.425 to $3.5 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. The reported amount has been adjusted by 721 shares to reflect the sale of such shares by Francisco Partners IV-A, L.P. on August 20, 2026, which were inadvertently reported on a Form 4 filed by the reporting persons on August 21, 2026, as being sold by Francisco Partners IV, L.P.
3. Francisco Partners GP IV, L.P. is the general partner of each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV, L.P. Francisco Partners Management, L.P. serves as the investment manager for each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Voting and disposition decisions at Francisco Partners Management, L.P. with respect to the shares of Class B common stock held by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. are made by an investment committee. Each of Francisco Partners Management, L.P., Francisco Partners GP IV Management Limited, and Francisco Partners GP IV, L.P. may be deemed to share voting and dispositive power over the shares of Class B common stock held, but disclaims beneficial ownership.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/25/2026 at prices ranging from $3.415 to $3.48 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/26/2026 at prices ranging from $3.44 to $3.545 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Francisco Partners IV, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel08/26/2026
Francisco Partners IV-A, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel08/26/2026
Francisco Partners GP IV, L.P., By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel08/26/2026
Francisco Partners GP IV Management Limited, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel08/26/2026
Francisco Partners Management, L.P., By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel08/26/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR