Spectrum reports 8.9M GoodRx shares; small Open‑Market Sales of 16K shares

Rhea-AI Filing Summary

Spectrum-affiliated investment vehicles reported ownership of a combined 8,905,133 shares of GoodRx Holdings Class A common stock on an as-converted basis, representing 8.28% of outstanding Class A shares. The filing discloses a pro rata distribution by Spectrum Equity VII of 5,983,984 Class A shares to its limited partners and subsequent small open-market sales by two Spectrum funds totaling 16,016 shares for net proceeds of $64,864.80. Individual recordholders include SE VII (8,881,362 shares), Spectrum VII Investment Managers' Fund (15,202 shares) and Spectrum VII Co-Investment Fund (8,569 shares). The filing restates managerial relationships and confirms no reportable transactions in the past 60 days aside from the distribution and the mentioned sales.

Positive

• Spectrum entities disclosed a substantial stake of 8,905,133 shares on an as-converted basis, representing 8.28% of Class A shares.
• Transparent reporting of an in-kind distribution of 5,983,984 Class A shares to limited partners clarifies post-distribution ownership.

Negative

• Minor open-market sales by two Spectrum funds totaling 16,016 shares for net proceeds of $64,864.80, which reduce holdings held by those record holders.
• The amendment relies on prior filings for background and schedule details, so some related-person specifics are incorporated by reference rather than restated in full in this amendment.

Insights

Financial Analyst

TL;DR: Spectrum entities hold a meaningful ~8.3% economic stake in GoodRx after a pro rata distribution and minimal secondary sales.

The disclosure confirms Spectrum-related parties collectively control 8,905,133 shares on an as-converted basis, equivalent to 8.28% of Class A stock outstanding used for the percentage calculation. The September distribution shifted record ownership among limited partners while not increasing aggregate economic exposure. Reported open-market sales totaled 16,016 shares for roughly $64.9k, an immaterial amount relative to the total stake. For investors, this is a transparency update on ownership structure rather than an operational or financial change at the issuer.

Corporate Governance Expert

TL;DR: Filing documents ownership reallocation within Spectrum’s funds and affirms shared voting/dispositive arrangements.

The amendment reiterates that voting and dispositive power over the reported shares are shared among Spectrum entities and identified Management LLC executives, with customary disclaimers of beneficial ownership by individuals. The filing references prior joint filing agreements and incorporates previously disclosed background information by reference. No new control proposals, board nominations or contractual changes are disclosed, and the narrow open-market sales do not suggest a change in governance intent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

GoodRx Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

38246G108

(CUSIP Number)

Carolina A. Picazo
Spectrum Equity, 140 New Montgomery St., 20th Floor,
San Francisco, CA, 94105
(415) 464-4600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/04/2025

(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).

SCHEDULE 13D

CUSIP No. 38246G108

1

Name of reporting person

Spectrum Equity VII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,881,362.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,881,362.00

11

Aggregate amount beneficially owned by each reporting person

8,881,362.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.26 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13. Calculated assuming 107,485,807 shares of Class A Common Stock ("Class A Shares") outstanding, based upon 98,580,674 Class A Shares outstanding as of July 29, 2025 as reported on the Issuer's Quarterly Report on Form 10-Q filed on August 6, 2025 (the "10-Q"), as increased by 8,905,133 shares of Class B Common Stock, which are convertible into Class A Shares on a one-to-one basis ("Class B Shares"), held by the Reporting Persons following the September 2025 Distribution, as defined below.

SCHEDULE 13D

CUSIP No. 38246G108

1

Name of reporting person

Spectrum Equity Associates VII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,881,362.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,881,362.00

11

Aggregate amount beneficially owned by each reporting person

8,881,362.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.26 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13. Calculated assuming 107,485,807 Class A Shares outstanding, based upon 98,580,674 Class A Shares outstanding as of July 29, 2025 as reported on the 10-Q, as increased by 8,905,133 Class B Shares held by the Reporting Persons following the September 2025 Distribution, as defined below.

SCHEDULE 13D

CUSIP No. 38246G108

1

Name of reporting person

Spectrum VII Investment Managers' Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,202.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,202.00

11

Aggregate amount beneficially owned by each reporting person

15,202.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.01 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13. Calculated assuming 107,485,807 Class A Shares outstanding, based upon 98,580,674 Class A Shares outstanding as of July 29, 2025 as reported on the 10-Q, as increased by 8,905,133 Class B Shares held by the Reporting Persons following the September 2025 Distribution, as defined below.

SCHEDULE 13D

CUSIP No. 38246G108

1

Name of reporting person

Spectrum VII Co-Investment Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,569.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,569.00

11

Aggregate amount beneficially owned by each reporting person

8,569.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.01 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13. Calculated assuming 107,485,807 Class A Shares outstanding, based upon 98,580,674 Class A Shares outstanding as of July 29, 2025 as reported on the 10-Q, as increased by 8,905,133 Class B Shares held by the Reporting Persons following the September 2025 Distribution, as defined below.

SCHEDULE 13D

CUSIP No. 38246G108

1

Name of reporting person

SEA VII Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,905,133.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,905,133.00

11

Aggregate amount beneficially owned by each reporting person

8,905,133.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.28 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 13. Calculated assuming 107,485,807 Class A Shares outstanding, based upon 98,580,674 Class A Shares outstanding as of July 29, 2025 as reported on the 10-Q, as increased by 8,905,133 Class B Shares held by the Reporting Persons following the September 2025 Distribution, as defined below.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: GoodRx Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2701 Olympic Boulevard, Santa Monica, CALIFORNIA , 90404.
Item 1 Comment: This Amendment No. 7 ("Amendment No. 7") is being filed by the undersigned to amend the Schedule 13D filed with the SEC on June 1, 2021, as amended by Amendment No. 1, filed with the SEC on November 21, 2023, Amendment No. 2, filed with the SEC on March 8, 2024, Amendment No. 3, filed with the SEC on September 3, 2024, Amendment No. 4, filed with the SEC on March 18, 2025, Amendment No. 5 ("Amendment No. 5"), filed with the SEC on June 9, 2025 and Amendment No. 6 ("Amendment No. 6"), filed with the SEC on July 3, 2025 (the "Original 13D" and, as amended by Amendment No. 7, the "Schedule 13D") relating to shares of common stock (the "Common Stock"), of GoodRx Holdings, Inc., a Delaware corporation (the "Issuer"), whose principal executive office is located at 2701 Olympic Boulevard, Santa Monica, California 90404. Except as set forth herein, the Original 13D is unmodified and remains in full force and effect. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Original 13D.
Item 2.	Identity and Background
(a)	The Schedule 13D is being filed by the following entities (each a "Reporting Person" and collectively, the "Reporting Persons"): 1. Spectrum Equity VII, L.P. ("SE VII") 2. Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates") 3. Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund") 4. Spectrum VII Co-Investment Fund, L.P. ("Spectrum VII Co-Investment Fund") 5. SEA VII Management, LLC ("Management LLC")
(b)	Information with respect to the members and executive officers of Management LLC (collectively, the "Related Persons"), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on Schedule A attached to the Original 13D, which is incorporated herein by reference.
(c)	The information set forth in Item 2(b) of this Amendment No. 7 is incorporated herein by reference.
(d)	During the last five years, neither the Reporting Persons nor any Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	The information set forth in Item 2(d) of this Amendment No. 7 is incorporated herein by reference.
(f)	The information set forth in Item 2(b) of this Amendment No. 7 is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to include the following at the end thereof: On September 4, 2025, SE VII distributed 5,983,984 shares of the Issuer's Class A Common Stock pro rata to its limited partners for no consideration (the "September 2025 Distribution"). Following the September 2025 Distribution, Spectrum VII Co-Investment Fund, L.P. and Spectrum VII Investment Managers' Fund, L.P. made open market sales of an aggregate of 16,016 shares of the Issuer's Class A Common Stock for net proceeds of $64,864.80.
Item 5.	Interest in Securities of the Issuer
(a)	All such ownership percentages of the securities reported in this Schedule 13D were calculated assuming Class A Shares outstanding, based upon 98,580,674 Class A Shares outstanding as of July 29, 2025 as reported on the 10-Q, as increased by 8,905,133 Class B Shares held by the Reporting Persons following the September 2025 Distribution. The aggregate 8,905,133 securities reported in this statement, which constitute 8.28% of the outstanding Class A Shares, are held by the Reporting Persons on an as-converted basis as follows: SE VII is the holder of record of 8,881,362 Class A Shares, Spectrum VII Investment Managers' Fund is the holder of record of 15,202 Class A Shares, and Spectrum VII Co-Investment Fund is the holder of record of 8,569 Class A Shares.
(b)	The general partner of SE VII is Spectrum Equity Associates. The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund and Spectrum Equity Associates is Management LLC. Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities.
(c)	During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Joint Filing Agreement, filed with the SEC as Exhibit 1 to the Original 13D on May 19, 2021. (https://www.sec.gov/Archives/edgar/data/1809519/000119312521178684/d165985dex991.htm)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Spectrum Equity VII, L.P.

Signature:	/s/ Carolina A. Picazo
Name/Title:	Carolina A. Picazo, CAO & CCO of SEA VII Management, LLC, the general partner of Spectrum Equity Associates VII, L.P., as general partner of Spectrum
Date:	09/08/2025

Spectrum Equity Associates VII, L.P.

Signature:	/s/ Carolina A. Picazo
Name/Title:	Carolina A. Picazo, CAO & CCO of SEA VII Management, LLC, as general partner of Spectrum Equity Associates VII, L.P.
Date:	09/08/2025

Spectrum VII Investment Managers' Fund, L.P.

Signature:	/s/ Carolina A. Picazo
Name/Title:	Carolina A. Picazo, CAO & CCO of SEA VII Management, LLC, as general partner of Spectrum VII Investment Managers' Fund, L.P.
Date:	09/08/2025

Spectrum VII Co-Investment Fund, L.P.

Signature:	/s/ Carolina A. Picazo
Name/Title:	Carolina A. Picazo, CAO & CCO of SEA VII Management, LLC, as general partner of Spectrum VII Co-Investment Fund, L.P
Date:	09/08/2025

SEA VII Management, LLC

Signature:	/s/ Carolina A. Picazo
Name/Title:	Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer
Date:	09/08/2025

FAQ

What stake do Spectrum-related entities hold in GoodRx (GDRX)?

The Reporting Persons collectively hold 8,905,133 shares on an as-converted basis, equal to 8.28% of Class A shares as reported in the filing.

What was the September 2025 distribution described in the filing?

Spectrum Equity VII distributed 5,983,984 Class A shares pro rata to its limited partners for no consideration, reallocating record ownership among Spectrum funds.

Did Spectrum sell any GoodRx shares after the distribution?

Yes. Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund sold an aggregate of 16,016 shares in the open market for net proceeds of $64,864.80.

Who holds voting and dispositive power over the reported shares?

Voting and dispositive power is shared among the Spectrum reporting entities, and certain individuals at SEA VII Management, LLC may be deemed to share such power; those individuals disclaim beneficial ownership.

Does the filing indicate any litigation or regulatory issues for the Reporting Persons?

No. The filing states that neither the Reporting Persons nor their related persons have been convicted of criminal proceedings nor subject to final orders related to securities laws in the past five years.