GoodRx Holdings Inc
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 29, 2024
GDRX$3.54-3.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
Our consolidated financial statements are included in this Annual Report on Form 10-K beginning on page F-1.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material or because the information required is already included in the consolidated financial statements or the notes thereto.
(a)(3) Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
| ExhibitNumber · Exhibit Description · Incorporated by Reference · Filed/FurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · FilingDate | ||||||
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 001-39549 | 3.1 | 9/28/20 | |
| 3.2 | Amended and Restated Bylaws | 8-K | 001-39549 | 3.2 | 9/28/20 | |
| 4.1 | Form of Certificate of Class A Common Stock | S-1 | 333-248465 | 4.1 | 8/28/20 | |
| 4.2 | Form of Certificate of Class B Common Stock | S-8 | 333-249069 | 4.4 | 9/25/20 | |
| 4.3 | Description of Capital Stock | * | ||||
| 4.4 | Amended and Restated Stockholders Agreement by and between GoodRx Holdings, Inc. and certain security holders of GoodRx Holdings, Inc., dated October 12, 2018 | S-1 | 333-248465 | 4.2 | 8/28/20 | |
| 4.5 | Stockholders Agreement by and between GoodRx Holdings, Inc. and certain security holders of GoodRx Holdings, Inc., dated September 22, 2020 | 8-K | 001-39549 | 10.1 | 9/28/20 | |
| 4.6 | Amended and Restated Investor Rights Agreement by and between GoodRx Holdings, Inc. and certain security holders of GoodRx Holdings, Inc., dated October 12, 2018 | S-1 | 333-248465 | 4.4 | 8/28/20 | |
| 10.1† | Form of Indemnification Agreement between GoodRx Holdings, Inc. and its directors and officers | S-1/A | 333-248465 | 10.1 | 9/14/20 | |
| 10.2† | Fifth Amended and Restated 2015 Equity Incentive Plan | 10-Q | 001-39549 | 10.2 | 11/12/20 | |
| 10.3† | 2020 Incentive Award Plan | S-1/A | 333-248465 | 10.3 | 9/14/20 | |
| 10.3.1† | Form of Option Agreement pursuant to 2020 Incentive Award Plan | S-1/A | 333-248465 | 10.3.1 | 9/14/20 | |
| 10.3.2† | Form of Restricted Stock Unit Agreement pursuant to 2020 Incentive Award Plan | S-1/A | 333-248465 | 10.3.2 | 9/14/20 | |
| 10.3.3† | Form of Time-Vesting Restricted Stock Unit Award Agreement (Founders) pursuant to 2020 Incentive Award Plan | S-1/A | 333-248465 | 10.3.3 | 9/14/20 |
| 10.3.4† | Form of Performance-Vesting Restricted Stock Unit Award Agreement (Founders) pursuant to 2020 Incentive Award Plan | S-1/A | 333-248465 | 10.3.4 | 9/14/20 |
| 10.3.5† | First Amendment to 2020 Incentive Award Plan | 10-Q | 001-39549 | 10.1 | 5/13/21 |
| 10.4† | GoodRx Holdings, Inc. 2020 Employee Stock Purchase Plan | S-1/A | 333-248465 | 10.4 | 9/14/20 |
| 10.5† | GoodRx Holdings, Inc. Director Compensation Program | S-1/A | 333-248465 | 10.5 | 9/14/20 |
| 10.6† | Second Amended and Restated Employment Agreement, by and between GoodRx, Inc. and Trevor Bezdek, dated April 25, 2023 | 8-K | 001-39549 | 10.2 | 4/25/23 |
| 10.7† | Second Amended and Restated Employment Agreement, by and between GoodRx, Inc. and Douglas Hirsch, dated April 25, 2023 | 8-K | 001-39549 | 10.3 | 4/25/23 |
| 10.8† | Offer Letter for Bansi Nagji, dated March 28, 2020 | 10-K | 001-39549 | 10.10 | 3/11/21 |
| 10.9† | Offer Letter for Karsten Voermann, effective February 12, 2020 | 10-K | 001-39549 | 10.11 | 3/11/21 |
| 10.10.1+ | First Lien Credit Agreement by and among GoodRx, Inc., GoodRx Intermediate Holdings, LLC, the lenders party thereto, Barclays Bank PLC and the joint lead arrangers and joint lead bookrunners party thereto, dated October 12, 2018 | S-1/A | 333-248465 | 10.13 | 8/28/20 |
| 10.10.2+ | First Lien Security Agreement by and among GoodRx, Inc., GoodRx Intermediate Holdings, LLC., Iodine, Inc., and Barclays Bank PLC, dated October 12, 2018 | S-1/A | 333-248465 | 10.16 | 8/28/20 |
| 10.10.3+ | First Lien Guaranty by and among GoodRx, Inc., GoodRx Intermediate Holdings, LLC, Iodine, Inc. and Barclays Bank PLC, dated October 12, 2018 | S-1/A | 333-248465 | 10.17 | 8/28/20 |
| 10.10.4+ | First Incremental Amendment to First Lien Credit Agreement by and between GoodRx, Inc., GoodRx Intermediate Holdings, LLC, Iodine, Inc., HeyDoctor, LLC, the lenders party thereto and Barclays Bank PLC, dated November 1, 2019 | S-1/A | 333-248465 | 10.14 | 8/28/20 |
| 10.10.5+ | Second Incremental Amendment to First Lien Credit Agreement by and between GoodRx, Inc., GoodRx Intermediate Holdings, LLC, Iodine, Inc., HeyDoctor, LLC, Lighthouse Acquisition Corp., the lenders party thereto and Barclays Bank PLC, dated May 12, 2020 | S-1/A | 333-248465 | 10.15 | 8/28/20 |
| 10.10.6+ | Third Amendment to First Lien Credit Agreement, dated June 29, 2023 | 10-Q | 001-39549 | 10.5 | 8/9/23 | |
| 10.10.7+ | Fourth Amendment to First Lien Credit Agreement, dated July 7, 2023 | 10-Q | 001-39549 | 10.6 | 8/9/23 | |
| 10.11.1^+ | Office Lease Agreement by and between GoodRx, Inc. and CSHV Pen Factory, LLC, dated September 6, 2019 | S-1/A | 333-248465 | 10.19 | 8/28/20 | |
| 10.11.2^ | First Amendment to Office Lease Agreement by and between GoodRx, Inc. and CSHV Pen Factory, LLC, dated August 14, 2020 | 10-Q | 001-39549 | 10.1 | 8/12/21 | |
| 10.11.3^+ | Second Amendment to Office Lease Agreement by and between GoodRx, Inc. and CSHV Pen Factory, LLC, dated May 27, 2021 | 10-Q | 001-39549 | 10.2 | 8/12/21 | |
| 10.11.4 | Third Amendment to Office Lease Agreement by and between GoodRx, Inc. and CSHV Pen Factory, LLC, dated March 18, 2022 | 10-Q | 001-39549 | 10.1 | 5/10/22 | |
| 10.12^+ | Stock Purchase Agreement, dated as of March 6, 2022, by and between GoodRx, Inc. and TherapeuticsMD, Inc. | 10-Q | 001-39549 | 10.2 | 5/10/22 | |
| 10.13† | Offer Letter for Romin Nabiey, effective May 1, 2017 | 10-K | 001-39549 | 10.19 | 3/1/23 | |
| 10.14† | Offer Letter for Raj Beri, dated May 6, 2022 | 8-K | 001-39549 | 10.1 | 5/9/22 | |
| 10.15†+ | Employment Agreement, by and between GoodRx, Inc. and Scott Wagner, dated April 25, 2023 | 8-K | 001-39549 | 10.1 | 4/25/23 | |
| 10.16† | Letter Agreement, by and between GoodRx, Inc. and Raj Beri, dated May 30, 2023 | 8-K | 001-39549 | 10.1 | 6/2/23 | |
| 10.17†+ | Separation Agreement & Release, by and among GoodRx Holdings, Inc., GoodRx, Inc. and Babak Azad, dated July 19, 2023 | 8-K | 001-39549 | 10.1 | 7/27/23 | |
| 10.18† | Non-Employee Director Deferred Compensation Plan | * | ||||
| 10.18.1† | Form of Director Deferred Cash Fees RSU Agreement | * | ||||
| 10.18.2† | Form of Director Deferred RSU Agreement | * | ||||
| 21.1 | List of Subsidiaries of GoodRx Holdings, Inc. | * | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | * | ||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Interim Chief Executive Officer | * | ||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | * | ||||
| 32.1 | Section 1350 Certification of Interim Chief Executive Officer | ** | ||||
| 32.2 | Section 1350 Certification of Chief Financial Officer | ** |
| 97.1† | GoodRx Holdings Inc. Policy for Recovery of Erroneously Awarded Compensation | * |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * |
- Filed herewith.
** Furnished herewith.
† Indicates management contract or compensatory plan.
^ Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is treated as confidential by the Company.
- The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
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