GoodRx Holdings, Inc.

GOODRX HOLDINGS, INC.2701 OLYMPIC BOULEVARD, WEST BUILDING – SUITE 200, SANTA MONICA, CA 90404

This proxy statement is furnished in connection with the solicitation by the Board of Directors of GoodRx Holdings, Inc. of

proxies to be voted at our Annual Meeting of Stockholders to be held on Thursday, June 6, 2024 (the “Annual Meeting”), at

2:00 p.m., Pacific Time, and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting

will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting

and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GDRX2024 and entering your

16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the

instructions that accompanied your proxy materials.

Holders of record of outstanding shares of capital stock, composed of Class A common stock and Class B common stock

(collectively, “Common Stock”), at the close of business on April 8, 2024 (the “Record Date”), will be entitled to notice of and

to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting, and will vote

together as a single class on all matters presented at the Annual Meeting. Each share of our Class A common stock entitles

its holder to one vote per share on all matters presented to our stockholders generally, and each share of Class B common

stock entitles its holder to ten votes per share on all matters presented to our stockholders generally. At the close of

business on the Record Date, there were 94,112,823 shares of Class A common stock and 280,869,320 shares of Class B

common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 3.2% and

96.8% of the voting power of our Common Stock, respectively.

This proxy statement, including the enclosed form of proxy, and the Company’s Annual Report to Stockholders for the fiscal

year ended December 31, 2023 (the “2023 Annual Report”) will be released on or about April 26, 2024 to our stockholders

on the Record Date.

In this proxy statement, “we,” “us,” “our,” the “Company” and “GoodRx” refer to GoodRx Holdings, Inc., and, unless

otherwise stated, all of its subsidiaries.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, JUNE 6, 2024

This proxy statement and our 2023 Annual Report are available at http://www.proxyvote.com/