STOCK TITAN

Major GoodRx (NASDAQ: GDRX) holder reshapes stake via conversion and sale

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

GoodRx Holdings, Inc. (GDRX) is the subject of an amended Schedule 13D filed by a group of Francisco Partners entities updating their ownership and recent transactions. The group reports beneficial ownership of 52,578,184 Class B shares, convertible one-for-one into Class A, representing 32.9% of Class A on an as-converted basis, assuming 159,759,385 Class A shares outstanding.

On August 20, 2026, Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. converted 4,995,903 and 2,504,097 Class B shares into Class A shares and distributed in kind 3,596,648 and 1,142,357 Class A shares, respectively, pro rata and for no consideration to their partners. The remaining 2,743,043 Class A shares from this conversion were sold by affiliated entities for aggregate consideration of $9,678,731.4997, with proceeds distributed to partners. Voting and dispositive power over the position is shared among several Francisco Partners management and general partner entities, which may be deemed to share beneficial ownership but disclaim it.

Positive

  • None.

Negative

  • None.

Filing Explained

For the 60 days covered by this amendment, the reporting persons disclose no Class A transactions other than the August 20, 2026 distribution and sales described in the filing, narrowing the reported transaction history to those events.

Class B shares beneficially owned (as-converted basis) 52,578,184 shares Class B shares held by Francisco Partners entities, convertible one-to-one into Class A
Ownership percentage (as-converted Class A basis) 32.9 % Based on 159,759,385 Class A shares assumed outstanding
Francisco Partners IV, L.P. holdings 35,023,391 shares; 21.9 % Class B shares and corresponding percentage of Class A on an as-converted basis
Francisco Partners IV-A, L.P. holdings 17,554,793 shares; 11.0 % Class B shares and corresponding percentage of Class A on an as-converted basis
Class B to Class A conversion on August 20, 2026 4,995,903 and 2,504,097 shares Class B shares converted by Francisco Partners IV and IV-A, respectively
Class A shares distributed in kind 3,596,648 and 1,142,357 shares Class A shares distributed pro rata by Francisco Partners IV and IV-A for no consideration
Class A shares sold and proceeds 2,743,043 shares; $9,678,731.4997 Remaining Class A shares from the conversion sold by FP entities; proceeds distributed to partners
Assumed Class A shares outstanding 159,759,385 shares 107,181,201 Class A shares outstanding plus 52,578,184 Class B shares held by reporting persons
Schedule 13D regulatory
"This Amendment No. 3 ("Amendment No. 3") is being filed ... 13D"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficially owned financial
"the aggregate number of Class A Shares and percentage of Class A Shares beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
distributed in kind financial
"converted ... Class B Shares to Class A Shares and distributed in kind 3,596,648 and 1,142,357"
aggregate consideration financial
"the remaining 2,743,043 Class A Shares ... were sold ... for an aggregate consideration of $9,678,731.4997"
Stockholders Agreement regulatory
"by virtue of the agreements made pursuant to the Stockholders Agreement, the Stockholders acknowledge"
dispositive power financial
"Each ... may be deemed to share voting and dispositive power over the Class B 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.

FAQ

What ownership in GDRX does Francisco Partners report in this Schedule 13D/A?

Francisco Partners entities report beneficial ownership of 52,578,184 GoodRx Class B shares, convertible one-for-one into Class A, representing 32.9% of Class A on an as-converted basis, assuming 159,759,385 Class A shares outstanding including shares issuable upon conversion of their Class B shares.

How many GDRX shares do Francisco Partners IV and IV-A individually hold?

Francisco Partners IV, L.P. is the record holder of 35,023,391 Class B shares, representing 21.9% of Class A on an as-converted basis. Francisco Partners IV-A, L.P. holds 17,554,793 Class B shares, representing 11.0% of Class A on an as-converted basis.

What GoodRx share transactions did Francisco Partners complete on August 20, 2026?

On August 20, 2026, Francisco Partners IV and IV-A converted 4,995,903 and 2,504,097 Class B shares into Class A, distributed in kind 3,596,648 and 1,142,357 Class A shares pro rata for no consideration, and affiliated entities sold the remaining 2,743,043 Class A shares for $9,678,731.4997.

What share count does the 32.9% GDRX ownership percentage rely on?

The 32.9% ownership percentage is calculated assuming 159,759,385 GoodRx Class A shares outstanding, based on 107,181,201 Class A shares outstanding as of July 28, 2026, plus 52,578,184 Class B shares held by the Francisco Partners entities, all assumed converted into Class A shares.

How are voting and dispositive powers over GDRX shares structured among Francisco Partners entities?

Francisco Partners GP IV, L.P., Francisco Partners GP IV Management Limited, and Francisco Partners Management, L.P. may be deemed to share voting and dispositive power over the Class B shares held by Francisco Partners IV and IV-A, through general partner and investment manager roles, but each disclaims beneficial ownership.

Did Francisco Partners report other recent GDRX share trades besides the August 2026 distribution?

The reporting persons state that, except for the August 2026 Francisco Partners distribution and related sales disclosed, they have not effected any transactions in GoodRx Class A shares within the prior 60 days.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates





38246G108

(CUSIP Number)
Steve Eisner
One Letterman Drive, Building C - Suite 410
San Francisco, CA, 94129
(415) 418-2900


Kate Evers
One Letterman Drive, Building C - Suite 410
San Francisco, CA, 94129
(415) 418-2900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/19/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Calculated assuming 159,759,385 shares of Class A Common Stock ("Class A Shares") outstanding, based upon 107,181,201 Class A Shares outstanding as of July 28, 2026 as reported on the Issuer's Form 10-Q filed on August 5, 2026 (the "10-Q"), as increased the 52,578,184 Class A Shares issuable upon conversion of an equivalent number of shares of Class B Common Stock ("Class B Shares"), held by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
Calculated assuming 159,759,385 Class A Shares outstanding, based upon 107,181,201 Class A Shares outstanding as of July 28, 2026 as reported on the Issuer's Form 10-Q filed on August 5, 2026 (the "10-Q"), as increased the 52,578,184 Class A Shares issuable upon conversion of an equivalent number of Class B Shares, held by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
Calculated assuming 159,759,385 Class A Shares outstanding, based upon 107,181,201 Class A Shares outstanding as of July 28, 2026 as reported on the Issuer's Form 10-Q filed on August 5, 2026 (the "10-Q"), as increased the 52,578,184 Class A Shares issuable upon conversion of an equivalent number of Class B Shares, held by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
Calculated assuming 159,759,385 Class A Shares outstanding, based upon 107,181,201 Class A Shares outstanding as of July 28, 2026 as reported on the Issuer's Form 10-Q filed on August 5, 2026 (the "10-Q"), as increased the 52,578,184 Class A Shares issuable upon conversion of an equivalent number of Class B Shares, held by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
Calculated assuming 159,759,385 Class A Shares outstanding, based upon 107,181,201 Class A Shares outstanding as of July 28, 2026 as reported on the Issuer's Form 10-Q filed on August 5, 2026 (the "10-Q"), as increased the 52,578,184 Class A Shares issuable upon conversion of an equivalent number of Class B Shares, held by the Reporting Persons.


SCHEDULE 13D


Francisco Partners IV, L.P.
Signature:By: Francisco Partners GP IV, L.P., its general partner/By: Francisco Partners GP IV Management Limited, its general partner, /s/ Steve Eisner
Name/Title:Steve Eisner/General Counsel
Date:08/26/2026
Francisco Partners IV-A, L.P.
Signature:By: Francisco Partners GP IV, L.P., its general partner/By: Francisco Partners GP IV Management Limited, its general partner, /s/ Steve Eisner
Name/Title:Steve Eisner/General Counsel
Date:08/26/2026
Francisco Partners GP IV, L.P.
Signature:By: Francisco Partners GP IV Management Limited, its general partner, /s/ Steve Eisner
Name/Title:Steve Eisner/General Counsel
Date:08/26/2026
Francisco Partners GP IV Management Limited
Signature:/s/ Steve Eisner
Name/Title:Steve Eisner/General Counsel
Date:08/26/2026
Francisco Partners Management, L.P.
Signature:/s/ Steve Eisner
Name/Title:Steve Eisner/General Counsel
Date:08/26/2026