GoodRx (NASDAQ: GDRX) CFO exercises RSUs, shares withheld for taxes
Rhea-AI Filing Summary
GoodRx Holdings, Inc. executive Justin Fengler, Chief Financial Officer and Chief Strategy & Operations Officer, reported multiple equity compensation events on August 15, 2026. He exercised or converted 48,532 Restricted Stock Units into Class A common stock, with each unit representing one share. In related transactions, a total of 21,407 Class A shares were delivered or withheld at $3.73 per share for payment of exercise price or tax liability. The RSU awards vest in specified quarterly installments, contingent on continued service. The Rule 10b5-1 trading-plan checkbox was not marked for these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 27,125 shares
Net Buy
12 txns
Insider
Fengler Justin
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit F1, F2 | 10,149 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit F1, F3 | 6,423 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit F1, F4 | 6,392 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit F1, F5 | 25,568 | $0.00 | $0.00 |
| Exercise | Class A Common Stock F1 | 10,149 | -- | -- |
| Exercise Price or Tax Liability | Class A Common Stock | 4,575 | $3.73 | $17K |
| Exercise | Class A Common Stock F1 | 6,423 | -- | -- |
| Exercise Price or Tax Liability | Class A Common Stock | 2,817 | $3.73 | $11K |
| Exercise | Class A Common Stock F1 | 6,392 | -- | -- |
| Exercise Price or Tax Liability | Class A Common Stock | 2,803 | $3.73 | $10K |
| Exercise | Class A Common Stock F1 | 25,568 | -- | -- |
| Exercise Price or Tax Liability | Class A Common Stock | 11,212 | $3.73 | $42K |
Holdings After Transaction:
Restricted Stock Unit — 134,326 shares (Direct);
Class A Common Stock — 50,776 shares (Direct)
Footnotes (5)
- F1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.
- F2. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on November 15, 2022 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.
- F3. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on August 15, 2023 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.
- F4. This restricted stock units award vests with respect to 1/16 of the award in quarterly installments on May 15, 2025 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.
- F5. This restricted stock units award vests with respect to 1/8 of the award in quarterly installments on May 15, 2025 and on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each applicable vesting date.
Key Figures
RSU exercises: 48,532 shares
Shares withheld for tax/exercise: 21,407 shares
Withholding price: $3.73 per share
+3 more
6 metrics
RSU exercises
48,532 shares
Total Restricted Stock Units exercised or converted on August 15, 2026
Shares withheld for tax/exercise
21,407 shares
Shares delivered or withheld for exercise price or tax liability (code F)
Withholding price
$3.73 per share
Price per share used in code F dispositions on August 15, 2026
Exercise transactions
4
Count of derivative exercise/conversion transactions (code M)
Tax/exercise liability transactions
4
Count of non-derivative dispositions coded F
Net buy/sell shares
0 shares
Net buy/sell direction reported as neutral for this Form 4
Key Terms
Restricted Stock Unit, contingent right, Rule 10b5-1, tax liability, +1 more
5 terms
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share"
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.
contingent right financial
"represents a contingent right to receive one share of Class A"
Rule 10b5-1 regulatory
"The Rule 10b5-1 trading-plan checkbox was not marked for these transactions"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"
exercise or conversion of derivative security financial
"transaction code "M" described as Exercise or conversion of derivative security"
FAQ
What did GoodRx (GDRX) executive Justin Fengler report in this Form 4?
Justin Fengler reported equity compensation activity involving Restricted Stock Units converting into Class A common stock. On August 15, 2026, he exercised or converted RSUs into 48,532 shares and had related share withholdings to cover exercise price or tax liability.
Were Justin Fengler’s GoodRx (GDRX) transactions under a Rule 10b5-1 plan?
The Rule 10b5-1 checkbox for this filing was not checked, indicating the transactions were not affirmed as being executed under a Rule 10b5-1 trading plan. No footnote states that a pre-arranged trading plan governed these specific transactions.
What do the GoodRx (GDRX) RSU footnotes say about vesting?
The RSU footnotes state that the awards vest in quarterly installments, such as 1/16 or 1/8 of the award each quarter, beginning on dates including November 15, 2022, August 15, 2023, and May 15, 2025, subject to Fengler’s continued service.
What role does Justin Fengler hold at GoodRx (GDRX) in this filing?
Justin Fengler is identified as an officer of GoodRx, serving as Chief Financial Officer and Chief Strategy & Operations Officer. The reported RSU exercises and related share withholdings reflect equity compensation associated with this executive role.
AI-generated analysis. How Rhea-AI works. Not financial advice.
