GoodRx (NASDAQ: GDRX) grants 1.33M RSUs to director Wendy Barnes

Rhea-AI Filing Summary

GoodRx Holdings, Inc. reported that director and officer Wendy Lynn Barnes acquired 1,331,557 restricted stock units on March 3, 2026 as an equity award. Each restricted stock unit represents a right to receive one share of Class A common stock.

The award will vest ratably in 12 equal quarterly installments, with the first vesting date on April 15, 2026, subject to her continued service through each vesting date. Following this award, she also held 427,993 shares of Class A common stock directly.

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

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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^*

Barnes Wendy Lynn

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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								427,993	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)	03/03/2026		A		1,331,557		(2)	(2)	Class A Common Stock	1,331,557	$0	1,331,557	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 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.

Remarks:

Chief Executive Officer and President

	/s/ Gracye Cheng, Attorney-in-Fact for Wendy Lynn Barnes	03/05/2026
	** 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.
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FAQ

What insider transaction did GoodRx (GDRX) report for Wendy Lynn Barnes?

GoodRx reported that director and officer Wendy Lynn Barnes received an equity award of 1,331,557 restricted stock units on March 3, 2026. Each unit represents a right to receive one share of Class A common stock, subject to future vesting conditions and continued service.

How many restricted stock units did Wendy Lynn Barnes receive from GoodRx (GDRX)?

Wendy Lynn Barnes received 1,331,557 restricted stock units from GoodRx. These units are a form of stock-based compensation, each convertible into one share of Class A common stock as they vest over time, aligning her interests with those of other shareholders.

What are the vesting terms for Wendy Lynn Barnes’ GoodRx (GDRX) RSU grant?

The restricted stock units vest in 12 equal quarterly installments starting April 15, 2026. Vesting is contingent on her continued service through each vesting date, meaning the award is earned gradually over three years rather than all at once.

What does each GoodRx (GDRX) restricted stock unit granted to Wendy Lynn Barnes represent?

Each restricted stock unit represents a contingent right to receive one share of GoodRx Class A common stock. The shares are not issued immediately; they are delivered over time as the RSUs vest according to the specified quarterly schedule and service conditions.

How many GoodRx (GDRX) Class A shares did Wendy Lynn Barnes hold after the reported transactions?

After the reported transactions, Wendy Lynn Barnes held 427,993 shares of GoodRx Class A common stock directly. This figure reflects her direct share ownership position disclosed in the Form 4 and is separate from the unvested restricted stock units granted.

Was there any reported sale of GoodRx (GDRX) shares by Wendy Lynn Barnes in this Form 4?

The Form 4 reports an acquisition of restricted stock units by Wendy Lynn Barnes and updated share holdings. It does not report any sale or disposition transactions, focusing instead on the new equity award and her resulting direct ownership position.