GoodRx delays Q3 report over Q1, Q2 2026 revenue errors

The third-quarter earnings conference call date and time will be announced in a subsequent press release.

Available on EDGAR 11/10/2026 - 06:02 AM EST Accepted by SEC EDGAR 11/09/2026 - 05:41 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

GoodRx Holdings, Inc. (GDRX) said it cannot submit its quarterly report for the period ended September 30, 2026, by the prescribed deadline without unreasonable effort or expense. It plans to file promptly within the five-calendar-day extension under Rule 12b-25 and release third-quarter 2026 earnings results within that period.

GoodRx said its condensed consolidated financial statements for periods ended March 31 and June 30, 2026, should no longer be relied upon after it determined that some Pharma Direct revenue that should have been recognized under Accounting Standards Codification 606 was not recognized. This understated Pharma Direct and total revenue in each affected period. The correction also affects the condensed consolidated statements as of and for the three- and nine-month periods ended September 30, 2026. The restatement and internal-control analysis remain incomplete; GoodRx expects to report that one or more material weaknesses existed as of March 30, June 30 and September 30, 2026.

0 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.GoodRx expects one or more material weaknesses to have existed as of March 30, June 30 and September 30, 2026.

Key Figures

Extension period: 5 calendar days Affected period end dates: March 31 and June 30, 2026 Quarterly reporting period end: September 30, 2026 +1 more

4 metrics

Extension period 5 calendar days Rule 12b-25 extension for the quarterly report

Affected period end dates March 31 and June 30, 2026 Periods whose condensed consolidated statements should no longer be relied upon

Quarterly reporting period end September 30, 2026 Period covered by the delayed quarterly report

Expected material weakness dates March 30, June 30 and September 30, 2026 Dates as of which GoodRx expects one or more material weaknesses existed

Key Terms

Accounting Standards Codification 606, revenue recognition, internal control over financial reporting, restatement

4 terms

Accounting Standards Codification 606 technical

"in accordance with Accounting Standards Codification 606"

revenue recognition financial

"review of the Company’s revenue recognition"

Revenue recognition is the accounting rule that determines when a company records a sale as income on its financial statements, which may differ from when cash actually arrives. It matters to investors because the timing and method used can change reported profits and growth, so understanding it is like knowing whether a scoreboard counts goals as soon as they’re scored or only after they’re confirmed — the timing affects comparisons, forecasts, and valuation.

internal control over financial reporting financial

"analysis of the impact of the restatement on its internal control over financial reporting"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

restatement financial

"has not yet completed the restatement"

A restatement is a company’s formal correction of previously released financial reports when errors or omissions are discovered, similar to fixing a report card after finding mistakes in the scores. It matters to investors because it can change past performance figures, alter valuation or earnings trends, and signal weaknesses in accounting controls or management oversight, which may affect confidence and the stock’s perceived risk.

FAQ

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

Why did GDRX delay its third-quarter 2026 report?

GoodRx said statements for the periods ended March 31 and June 30, 2026, should no longer be relied upon because some Pharma Direct revenue that should have been recognized in those periods was not recognized under Accounting Standards Codification 606. The correction also affects the September 2026 statements.

When does GDRX expect to file its delayed third-quarter 2026 report?

GoodRx plans to file promptly within the five-calendar-day extension provided under Rule 12b-25 and release its third-quarter 2026 earnings results within that extension period.

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

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, D.C. 20549
	FORM 12b-25	SEC FILE NUMBER 001-39549
	NOTIFICATION OF LATE FILING	CUSIP NUMBER 38246G108

(Check One):	☐   Form 10-K  ☐  Form 20-F  ☐  Form 11-K  ☒  Form 10-Q  ☐  Form 10-D ☐  Form N-CEN ☐  Form N-CSR
	For Period Ended: September 30, 2026
	☐  Transition Report on Form 10-K
	☐  Transition Report on Form 20-F
	☐  Transition Report on Form 11-K
	☐  Transition Report on Form 10-Q
	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information

contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

GOODRX HOLDINGS, INC.

Full Name of Registrant

N/A

Former Name if Applicable

2701 Olympic Boulevard

Address of Principal Executive Office (Street and Number)

Santa Monica, CA 90404

City, State and Zip Code

PART II — RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant

to Rule 12b-25(b), the following should be completed. (Check box if appropriate).

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or

portion thereof, could not be filed within the prescribed time period.

GoodRx Holdings, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarterly period

ended September 30, 2026 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or

expense.

As disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on

November 2, 2026, the Company has concluded that its condensed consolidated financial statements for the fiscal

quarter and year-to-date periods ended March 31, 2026 and June 30, 2026 (collectively, the “Affected Periods”)

should no longer be relied upon. Specifically, in connection with an Audit and Risk Committee review of the

Company’s revenue recognition for certain transactions related to Pharma Direct revenue, the Company determined

that a portion of revenue was not recognized during each Affected Period that should have been recognized in each

such period in accordance with Accounting Standards Codification 606. This error resulted in an understatement of

Pharma Direct revenue and total revenue in each Affected Period. The correction of the foregoing errors impacts the

condensed consolidated financial statements as of and for the three and nine months ended September 30, 2026.

The Company has not yet completed the restatement of the condensed consolidated financial statements for the

Affected Periods or its analysis of the impact of the restatement on its internal control over financial reporting and,

therefore, cannot complete the condensed consolidated financial statements as of and for the three months ended

September 30, 2026 and related Form 10-Q.

The Company currently expects to report that one or more material weaknesses in internal control over financial

reporting existed as of March 30, 2026, June 30, 2026, and September 30, 2026.

The Company plans to release third quarter 2026 earnings results and file its Form 10-Q promptly within the

extension period of 5 calendar days as provided under Rule 12b-25 under the Securities Exchange Act of 1934, as

amended. The Company will make a further announcement in a subsequent press release to schedule the date and

time of the earnings conference call.

Forward Looking Statements

This notification of late filing contains forward-looking statements within the meaning of the Private Securities

Litigation Reform Act of 1995. All statements contained in this notification that do not relate to matters of historical fact

should be considered forward-looking statements, including, without limitation, statements regarding our expected

material weakness in internal control over financial reporting and the Company’s expectations that it will file the Form

10-Q within the time period prescribed by Rule 12b-25. These forward-looking statements are based on

management’s current expectations.

These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and

other important factors that may cause our actual results, performance or achievements to be materially different from

any future results, performance or achievements expressed or implied by the forward-looking statements, including,

but not limited to, the following: risks related to the restatement of the Company's condensed consolidated financial

statements and the sufficiency of the Company's internal control over financial reporting, including without limitation

that the Company is not able to complete the restatement of the Affected Periods and file its Form 10-Q in the time

period that it currently expects. These and other important factors discussed under the caption “Risk Factors” in our

Annual Report on Form 10-K for the year ended December 31, 2025, and our other reports filed with the Securities

and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking

statements made in this notification. Any such forward-looking statements represent management’s estimates as of

the date of this notification. While we may elect to update such forward-looking statements at some point in the future,

we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under

applicable law. These forward-looking statements should not be relied upon as representing our views as of any date

subsequent to the date of this notification.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Justin Fengler		855		268-2822
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).    ☒  Yes    ☐  No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?   ☐  Yes     ☒  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate,

state the reasons why a reasonable estimate of the results cannot be made.

GOODRX HOLDINGS, INC.

(Name of Registrant as specified in charter)  

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date		November 10, 2026		By:		/s/ Justin Fengler
						Justin Fengler
						Chief Financial Officer and Chief Strategy & Operations Officer