GoodRx 13D/A: 3.99M shares distributed, Spectrum Equity now at 12.9%

Rhea-AI Filing Summary

Spectrum Equity reduces, but still retains a significant position in GoodRx Holdings, Inc. (NASDAQ: GDRX) according to Amendment No. 6 to its Schedule 13D. The filing reflects events through 2 July 2025 and amends the original Schedule 13D first filed in June 2021 and most recently updated in June 2025.

Key ownership data: the five affiliated reporting entities — Spectrum Equity VII, L.P.; Spectrum Equity Associates VII, L.P.; Spectrum VII Investment Managers’ Fund, L.P.; Spectrum VII Co-Investment Fund, L.P.; and SEA VII Management, LLC — now beneficially own an aggregate 14,905,133 Class A shares, equal to 12.9 % of the outstanding Class A common stock (115,205,298 shares assumed outstanding). The bulk of the holding (14,865,346 shares) resides in Spectrum Equity VII, L.P., with two smaller funds owning 25,445 and 14,342 shares, respectively.

Recent transactions:

• Pro-rata distribution: On 2 July 2025, Spectrum Equity VII, L.P. distributed 3,989,323 Class A shares of GoodRx to its limited partners for no consideration (the “July 2025 Distribution”).
• Follow-on sales: After the distribution, Spectrum VII Co-Investment Fund, L.P. and Spectrum VII Investment Managers’ Fund, L.P. sold a combined 10,677 Class A shares in the open market, generating net proceeds of $50,606.46.

Control structure: SEA VII Management, LLC is the general partner of the other Spectrum vehicles and, together with eight named individuals, shares voting and dispositive power over the reported shares. Each individual disclaims beneficial ownership.

Implications for investors: The 3.99 million-share distribution lowers Spectrum Equity’s direct stake while increasing GoodRx’s public float, potentially improving liquidity but signalling a partial exit by an early sponsor. Despite the reduction, Spectrum Equity remains a >10 % beneficial owner, so it continues to be a significant shareholder with aligned interests, although further sell-downs remain possible. No other material changes, litigation matters or additional share transactions were reported in the past 60 days.

Positive

• Liquidity boost: The 3.99 M-share distribution increases GoodRx’s public float, which may enhance trading volume and attract additional institutional investors.
• Continued significant stake: Spectrum Equity remains a 12.9 % holder, maintaining alignment of interests between a long-term sponsor and minority shareholders.

Negative

• Partial exit signal: Spectrum Equity reduced its position by roughly 21 %, indicating a continuing monetisation strategy that could create overhang pressure.
• Open-market sales: Subsequent sale of 10,677 shares, though small, reinforces the possibility of further disposals.

Insights

Securities Analyst

TL;DR Spectrum Equity’s 3.99 M-share distribution trims its stake to 12.9 %, boosting float but signalling incremental exit pressure.

The filing shows a meaningful but not dramatic reduction of Spectrum Equity’s holding. The 21 % cut (3.99 M out of ~18.9 M previously held) raises free float, which can enhance trading liquidity and index eligibility. However, gradual distributions and small open-market sales indicate the sponsor is monetising its investment, a potential overhang for the share price if the pattern continues. With 12.9 % ownership, Spectrum remains influential but is no longer a near-block holder. The lack of any premium sale or strategic partner suggests these were ordinary liquidity events rather than a value-enhancing transaction. Overall market impact likely modest unless further large exits follow.

Corporate Governance Expert

TL;DR Governance impact is neutral; Spectrum still crosses 10 % threshold, keeping reporting obligations and influence.

Post-distribution, Spectrum Equity retains over 10 % beneficial ownership, preserving its Schedule 13D status and associated filing cadence. Control rights remain unchanged because voting and dispositive power continue to be exercised collectively via SEA VII Management, LLC. The pro-rata distribution transfers ownership to LPs who typically act as passive holders, marginally dispersing control and potentially aligning the shareholder base with broader governance best practices. No board changes, standstill clauses or activist language appear in the amendment, pointing to a passive, liquidity-driven transaction. Hence, governance implications for GoodRx are limited at this juncture.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

07/02/2025

(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 14,865,346.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,865,346.00

11

Aggregate amount beneficially owned by each reporting person

14,865,346.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13. Calculated assuming 115,205,298 shares of Class A Common Stock ("Class A Shares") outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the Issuer's Quarterly Report on Form 10-Q filed on May 7, 2025 (the "10-Q"), as increased by 14,905,133 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 July 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 14,865,346.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,865,346.00

11

Aggregate amount beneficially owned by each reporting person

14,865,346.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13. Calculated assuming 115,205,298 Class A Shares outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the 10-Q, as increased by 14,905,133 Class B Shares held by the Reporting Persons following the July 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 25,445.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,445.00

11

Aggregate amount beneficially owned by each reporting person

25,445.00

12

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

13

Percent of class represented by amount in Row (11)

0.02 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13. Calculated assuming 115,205,298 Class A Shares outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the 10-Q, as increased by 14,905,133 Class B Shares held by the Reporting Persons following the July 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 14,342.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,342.00

11

Aggregate amount beneficially owned by each reporting person

14,342.00

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 115,205,298 Class A Shares outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the 10-Q, as increased by 14,905,133 Class B Shares held by the Reporting Persons following the July 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 14,905,133.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,905,133.00

11

Aggregate amount beneficially owned by each reporting person

14,905,133.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 13. Calculated assuming 115,205,298 Class A Shares outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the 10-Q, as increased by 14,905,133 Class B Shares held by the Reporting Persons following the July 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. 6 ("Amendment No. 6") 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 and Amendment No. 5 ("Amendment No. 5"), filed with the SEC on June 9, 2025 (the "Original 13D" and, as amended by Amendment No. 6, 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. 6 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. 6 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. 6 is incorporated herein by reference.
(f)	The information set forth in Item 2(b) of this Amendment No. 6 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 July 2, 2025, SE VII distributed 3,989,323 shares of the Issuer's Class A Common Stock pro rata to its limited partners for no consideration (the "July 2025 Distribution"). Following the July 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 10,677 shares of the Issuer's Class A Common Stock for net proceeds of $50,606.46.
Item 5.	Interest in Securities of the Issuer
(a)	All such ownership percentages of the securities reported in this Schedule 13D were calculated assuming 115,205,298 Class A Shares outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the 10-Q, as increased by 14,905,133 Class B Shares held by the Reporting Persons following the July 2025 Distribution. The aggregate 14,905,133 securities reported in this statement, which constitute 12.9% 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 14,865,346 Class A Shares, Spectrum VII Investment Managers' Fund is the holder of record of 25,445 Class A Shares, and Spectrum VII Co-Investment Fund is the holder of record of 14,342 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)	Except as described in Amendment No. 5, 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.

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:	07/03/2025

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:	07/03/2025

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:	07/03/2025

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:	07/03/2025

SEA VII Management, LLC

Signature:	/s/ Carolina A. Picazo
Name/Title:	Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer
Date:	07/03/2025

FAQ

How many GoodRx (GDRX) shares does Spectrum Equity now own?

The reporting entities collectively hold 14,905,133 Class A shares after the July 2025 distribution.

What percentage of GoodRx’s outstanding stock is owned by Spectrum Equity?

Spectrum Equity’s beneficial ownership is 12.9 % of GoodRx’s Class A common stock.

What was the purpose of the July 2025 distribution by Spectrum Equity VII, L.P.?

SE VII distributed 3,989,323 shares pro-rata to its limited partners for no consideration, effectively transferring shares from the fund to its investors.

Did Spectrum Equity sell any GoodRx shares following the distribution?

Yes. Two affiliated funds sold a total of 10,677 shares on the open market for $50,606.46 in proceeds.

Does Spectrum Equity remain a 10 % beneficial owner of GoodRx?

Yes. With 12.9 % ownership, Spectrum Equity still exceeds the 10 % threshold and must continue filing Schedule 13D amendments.