GoodRx exec converts 3,087 RSUs to shares

GoodRx executive Justin Fengler exercised and partially withheld RSU-related shares, including 1,354 shares used to cover exercise price or tax obligations.

Rhea-AI Filing Summary

GoodRx Holdings, Inc. (GDRX) reported that executive officer Justin Fengler, its Chief Financial Officer and Chief Strategy & Operations Officer, exercised restricted stock units into a total of 3,087 shares of Class A common stock on September 15, 2026. Of these, 1,354 shares of Class A common stock were delivered or withheld at $3.56 per share to cover exercise price or tax liability. The RSUs relate to awards that vest in 1/16 quarterly installments beginning June 15, 2024 and December 15, 2025, subject to continued service. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

3,087 shares exercised/converted

Exercise 6 txns

Insider Fengler Justin

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit F1, F2	2,335	$0.00	$0.00
Exercise	Restricted Stock Unit F1, F3	752	$0.00	$0.00
Exercise	Class A Common Stock F1	2,335	--	--
Exercise Price or Tax Liability	Class A Common Stock	1,024	$3.56	$4K
Exercise	Class A Common Stock F1	752	--	--
Exercise Price or Tax Liability	Class A Common Stock	330	$3.56	$1K

Holdings After Transaction: Restricted Stock Unit — 23,029 contracts (Direct); Class A Common Stock — 52,509 shares (Direct)

Footnotes (3)

1. F1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.
2. F2. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on June 15, 2024 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.
3. F3. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on December 15, 2025 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.

Key Figures

RSUs converted: 3,087 shares Shares withheld for exercise price or tax liability: 1,354 shares Withholding price: $3.56 per share +2 more

5 metrics

RSUs converted 3,087 shares Restricted stock units exercised into Class A common stock on September 15, 2026

Shares withheld for exercise price or tax liability 1,354 shares Shares delivered or withheld in connection with RSU exercises

Withholding price $3.56 per share Price applied to 1,024 and 330 withheld Class A shares

First RSU tranche 1/16 per quarter RSU award vesting quarterly beginning June 15, 2024

Second RSU tranche 1/16 per quarter RSU award vesting quarterly beginning December 15, 2025

Key Terms

Restricted Stock Unit, Class A Common Stock, tax liability

3 terms

Restricted Stock Unit financial

"Exercised restricted stock units into shares 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.

Class A Common Stock financial

"Converted RSUs into shares of Class A common stock on September 15, 2026"

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.

tax liability financial

"Shares delivered or withheld to cover exercise price or tax liability"

FAQ

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

What insider transaction did GoodRx (GDRX) report for Justin Fengler on September 15, 2026?

GoodRx reported that executive Justin Fengler exercised restricted stock units into 3,087 shares of Class A common stock on September 15, 2026, with a portion of the resulting shares delivered or withheld to cover exercise price or tax liability.

How many GoodRx (GDRX) shares were withheld for tax or exercise obligations in this Form 4?

A total of 1,354 shares of GoodRx Class A common stock were delivered or withheld at $3.56 per share in connection with payment of exercise price or tax liability related to the RSU exercises reported for Justin Fengler.

Were Justin Fengler’s GoodRx (GDRX) transactions under a Rule 10b5-1 plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, so the transactions reported for Justin Fengler on September 15, 2026 are not affirmed as being made under a Rule 10b5-1 trading plan.

What type of awards did Justin Fengler exercise into GoodRx (GDRX) Class A shares?

Justin Fengler exercised restricted stock units, each representing a contingent right to receive one share of GoodRx Class A common stock. These units converted into 3,087 shares of Class A common stock on September 15, 2026.

What are the vesting schedules for the GoodRx (GDRX) RSU awards in this Form 4?

One RSU award vests in 1/16 quarterly installments starting June 15, 2024, and another vests in 1/16 quarterly installments starting December 15, 2025, in each case subject to Justin Fengler’s continued service through the applicable vesting dates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 04:04 PM Accepted by SEC EDGAR 09/15/2026 - 04:04 PM 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^*

Fengler Justin

(Last) (First) (Middle)

C/O GOODRX HOLDINGS, INC.

2701 OLYMPIC BOULEVARD

(Street)

SANTA MONICA CALIFORNIA 90404

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2026		M		2,335	A	(1)	53,111	D
Class A Common Stock	09/15/2026		F		1,024	D	$3.56	52,087	D
Class A Common Stock	09/15/2026		M		752	A	(1)	52,839	D
Class A Common Stock	09/15/2026		F		330	D	$3.56	52,509	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)	09/15/2026		M			2,335	(2)	(2)	Class A Common Stock	2,335	$0	14,006	D
Restricted Stock Unit	(1)	09/15/2026		M			752	(3)	(3)	Class A Common Stock	752	$0	9,023	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

2. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on June 15, 2024 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.

3. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on December 15, 2025 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.

Remarks:

Chief Financial Officer and Chief Strategy & Operations Officer

	/s/ Gracye Cheng, Attorney-in-Fact for Justin Fengler	09/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)