GoodRx Holdings Inc

1. Description of Business

GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other

than its ownership in its consolidated subsidiaries. GoodRx, Inc. (“GoodRx”), a Delaware corporation initially formed in

September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned

subsidiary of GoodRx Holdings, Inc.

GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help

consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that

provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices

through our codes that can be used to save money on prescriptions across the United States. These services are free to

consumers and we primarily earn revenue from our core business from pharmacy benefit managers ("PBMs") that manage

formularies and prescription transactions including establishing pricing between consumers and pharmacies. We also offer

other healthcare products and services, including pharmaceutical ("pharma") manufacturer solutions, subscriptions and

telehealth services.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with

accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the

Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures

normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed

or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited

consolidated financial statements for the year ended December 31, 2023 and the related notes, which are included in our

Annual Report on Form 10-K filed with the SEC on February 29, 2024 ("2023 10-K"). The December 31, 2023 condensed

consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed

consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring

items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the

three and nine months ended September 30, 2024 are not necessarily indicative of the results expected for the full year

ending December 31, 2024.

There have been no material changes in significant accounting policies during thethree and nine months ended

September 30, 2024 from those disclosed in “Note 2. Summary of Significant Accounting Policies” in the notes to our

consolidated financial statements included in our 2023 10-K.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned

subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions

have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to

make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements,

including the accompanying notes. We base our estimates on historical factors; current circumstances; macroeconomic

events and conditions; and the experience and judgment of our management. We evaluate our estimates and assumptions

on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of

operations reported in future periods.

Certain Risks and Concentrations

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash,

cash equivalents and accounts receivable.

We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally

insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash

are financially sound and, accordingly, minimal credit risk exists with respect to these balances. However, market conditions

can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our

cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or

at all. We have not experienced any losses in such accounts.

We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the

date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of

$325.5 million and$605.5 million at September 30, 2024 and December 31, 2023, respectively, were classified as Level 1 of

the fair value hierarchy and valued using quoted market prices in active markets.

We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual

arrangements and generally do not obtain or require collateral. For thethree months ended September 30, 2024, no

customer accounted for more than 10% of our revenue. For thethree months ended September 30, 2023, two customers

accounted for 13% and 12% of our revenue. For thenine months ended September 30, 2024, two customers accounted for

10% of our revenue. For thenine months ended September 30, 2023, two customers accounted for 14% and 11% of our

revenue. At September 30, 2024 and December 31, 2023, no customer accounted for more than 10% of our accounts

receivable balance.

Equity Investments

We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership

interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant

influence over the operating and financial policies of the investees. The equity investments are accounted for under the

measurement alternative in accordance with Accounting Standards Codification ("ASC") 321, Investments – Equity

Securities, which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Due to

indicators of a decline in the financial condition of one of our investees, we recognized impairment losses of $2.2 million and

$4.0 million on one of our minority equity interest investments during thethree and nine months ended September 30, 2023,

respectively, and presented as other expense in our condensed consolidated statements of operations for the periods then

ended. We otherwise have not recognized any changes resulting from observable price changes or impairment losses on

our minority equity interest investments during thethree and nine months ended September 30, 2024 and 2023. Equity

investments included in other assets on our condensed consolidated balance sheets as of September 30, 2024 and

December 31, 2023 were$15.0 million.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more

detailed information about the types of expenses in commonly presented expense captions. This ASU requires entities to

disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization

included in each relevant expense caption; as well as a qualitative description of the amounts remaining in relevant expense

captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling

expense and, in annual reporting periods, an entity’s definition of selling expenses. This ASU applies to all public entities and

will be effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after

December 15, 2027. Early adoption of this ASU is permitted. This ASU should be applied either prospectively to financial

statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods

presented in the financial statements. We are currently evaluating the impact of the adoption of this ASU on our consolidated

financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax

Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The

amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the

rate reconciliation and income taxes paid information. This ASU applies to all public entities and will be effective for fiscal

years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025. Early

adoption of this ASU is permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated

financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable

Segment Disclosures. The ASU expands public entities’ segment disclosuresby updating qualitative and quantitative

reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses that are

regularly provided to the chief operating decision maker and increased interim disclosure requirements, among others. This

ASU applies to all public entities that are required to report segment information in accordance with ASC 280, and is

effective for fiscal years beginning after December 15, 2023 and is effective for interim periods within fiscal years beginning

after December 15, 2024. Early adoption of this ASU is permitted. We are currently evaluating the impact of the adoption of

this ASU on our consolidated financial statement disclosures and based on our analysis to date, theadoption is expected to

result in enhanced qualitative disclosures.

3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

(1)Represents a receivable for the probable recovery related to an incurred loss in connection with certain

contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This

determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and

ongoing review of the solvency of insurers, among other factors.

(2)Represents payments we make to third parties on behalf of, and reimbursable from, certain customers.

(3)Other current assets were not material as of September 30, 2024 and December 31, 2023.

4. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of thefollowing:

(1)Represents amounts owed to third parties on behalf of certain customers.

Deferred revenue represents payments received in advance of providing services for certain advertising contracts with

customers and subscriptions. We expect substantially all of the deferred revenue at September 30, 2024 will be recognized

as revenue within the subsequent twelve months. Of the$7.1 million of deferred revenue at December 31, 2023,$0.5 million

and$6.9 million was recognized as revenue during thethree and nine months ended September 30, 2024, respectively.

Revenue recognized during thethree and nine months ended September 30, 2023 of$0.8 million and$7.8 million,

respectively, was included as deferred revenue at December 31, 2022.

5. Income Taxes

We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to

income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our

estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes

for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and

permanent differences.

The effective income tax rate for thethree months ended September 30, 2024 and 2023 was 51.1% and 17.4%,

respectively. The effective income tax rate for thenine months ended September 30, 2024 and 2023 was 51.9% and

155.0%, respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for

thethree and nine months ended September 30, 2024 and 2023 were due to the effects of non-deductible officers’ stock-

based compensation expense, state income taxes, benefits from research and development tax credits, and tax effects from

our equity awards. The effective income tax rate for thenine months ended September 30, 2023 was further impacted by the

release of our valuation allowance against the majority of ournet deferred tax assets recorded as a discrete tax benefit

during thethree months ended June 30, 2023.

6. Debt

Prior to the July 10, 2024 amendment described below, our First Lien Credit Agreement (as amended from time to time,

the "Credit Agreement") providedfor (i) a$700.0 million term loan maturing on October 10, 2025 (“First Lien Term Loan

Facility”); and (ii) a revolving credit facility for up to$100.0 million (the “Revolving Credit Facility”) maturing on July 11, 2025.

For further details of the material terms of our First Lien Term Loan Facility and Revolving Credit Facility prior to the July 10,

2024 amendment, refer to Note 12 in the consolidated financial statements included in our 2023 10-K.

On July 10, 2024, weentered into the Sixth Amendment to First Lien Credit Agreement (the "Sixth Amendment") to,

among other things, (i) establish a$500.0 million term loan (the “2024 Term Loan Facility”) that matures on July 10, 2029 (ii)

extend the maturity on$88.0 million of the Revolving Credit Facility to April 10, 2029 and (iii) immaterially modify certain

covenants. The remaining$12.0 million of the Revolving Credit Facility not subject to the maturity extension will terminate on

July 11, 2025. Concurrent with the closing of the Sixth Amendment, we repaid the First Lien Term Loan Facility in full using

all of the proceeds from the 2024 Term Loan Facility (after giving effect to a$22.8 million cashless roll by continuing lenders)

and cash on hand. The 2024 Term Loan Facility and the Revolving Credit Facility are collateralized by substantially all of our

assets and 100% of the equity interest of GoodRx.

The 2024 Term Loan Facility bears interest, at our option, at either (i) a term rate based on the Secured Overnight

Financing Rate, subject to a “floor” of 0.00%, plus a margin of 3.75%; or (ii) an alternate base rate plus a margin of 2.75%.

Interest is paid monthly. The 2024 Term Loan Facility requires quarterly principal payments of$1.3 million beginning with the

quarter ending March 31, 2025, with any remaining unpaid principal and any accrued interest due upon maturity. We may

make voluntary prepayments of the 2024 Term Loan Facility from time to time, and we are required in certain instances

related to asset dispositions, casualty events, non-permitted debt issuances and annual excess cash flow, to make

mandatory prepayments of the 2024 Term Loan Facility.

In connection with the Sixth Amendment, we recognized a$2.1 million loss on the extinguishment of debt related to the

write-off of a portion of existing unamortized debt issuance costs and discounts. Third-party transaction costs incurred

related to the 2024 Term Loan Facility was$4.7 million, of which $2.7 million were expensedas incurredas other expense in

ourcondensed consolidated statements of operations for thethree and nine months ended September 30, 2024. The

remaining third-party transaction costs along with a$5.0 million original issue discount were presented as a reduction of

debt, net on our condensed consolidated balance sheet as of September 30, 2024.

The effective interest rate on our term loans for thethree months ended September 30, 2024 and 2023 was 9.60% and

8.80%, respectively. The effective interest rate on our term loans for thenine months ended September 30, 2024 and 2023

was 9.04% and 8.33%, respectively.

We hadno borrowings against the Revolving Credit Facility as of September 30, 2024 and December 31, 2023.

We had outstanding letters of credit issued against the Revolving Credit Facilityfor$8.3 million and$9.2 million as of

September 30, 2024 and December 31, 2023, respectively, which reduces our available borrowings under the Revolving

Credit Facility.

Our debt balance is as follows:

The estimated fair value of our debt approximated its carrying value as of September 30, 2024 and December 31, 2023,

based on inputs categorized as Level 2 in the fair value hierarchy.

Under the Credit Agreement, we are subject to a financial covenant requiring maintenance of a First Lien Net Leverage

Ratio (as defined in the Credit Agreement) not to exceed 8.2 to 1.0 only in the event that the amounts outstanding under the

Revolving Credit Facility exceed a specified percentage of commitments under the Revolving Credit Facility, and other

nonfinancial covenants under the Credit Agreement. At September 30, 2024, we were in compliance with our covenants.

7. Commitments and Contingencies

Aside from the below, as of September 30, 2024, there were no material changes to our commitments and

contingencies as disclosed in the notes to our consolidated financial statements included in our 2023 10-K.

Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five separate putative class actions

lawsuits against Google, Meta, Criteo and us, alleging generally that we have not adequately protected consumer privacy

and that we communicated consumer information to third parties, including thethree co-defendants. Four of the plaintiffs

allege common law intrusion upon seclusion and unjust enrichment claims, as well as claims under California’s

Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act, and Unfair Competition

Law. One of these four plaintiffs additionally brings a claim under the Electronic Communications Privacy Act. The fifth

plaintiff brings claims for common-law unjust enrichment and violations of New York’s General Business Law. Four of these

cases were originally filed in the United States District Court for the Northern District of California ("NDCA) (Cases No. 3:23-

cv-00501; 3:23-cv-00744; 3:23-cv-00940; and 4:23-cv-01293). One case was originally filed in the United States District

Court for the Southern District of New York (Case No. 1:23-cv-00943); however, that case was voluntarily dismissed and re-

filed in the NDCA (Case No. 3:23-cv-01508). These five matters have been consolidated and assigned to U.S. District Judge

Araceli Martínez-Olguín in the NDCA. The court also set a briefing schedule for filing a single consolidated complaint, which

the plaintiffs filed on May 21, 2023 (Case No. 3:23-cv-00501-AMO; the "NDCA Class Action Matter"), as well as motions to

dismiss and motions to compel arbitration. In addition to the aforementioned claims, the plaintiffs in the now consolidated

matter bring claims under the Illinois Consumer Fraud and Deceptive Business Practices Act, common law negligence and

negligence per se, in each case, pleaded in the alternative. The plaintiffs are seeking various forms of monetary damages

(such as statutory damages, compensatory damages, attorneys’ fees and disgorgement of profits) as well as injunctive

relief. Briefing on the motions to dismiss and motions to compel arbitration was completed on August 24, 2023.

On October 27, 2023, six plaintiffs filed a class action complaint (Case No. 1:23-cv-24127-BB; the “SDFL Class Action

Matter”) against us in the United States District Court for the Southern District of Florida ("SDFL"). The plaintiffs alleged, on

behalf of the same nationwide class as the NDCA Class Action Matter, substantially the same statutory and common law

violation claims as alleged in that matter as well as claims based on the federal Electronic Communications Privacy Act,

invasion of privacy under California common law and the California constitution, invasion of privacy under New Jersey's

Constitution, and violations of Pennsylvania’s Wiretapping and Electronic Surveillance Control Act, Florida’s Security of

Communications Act, New York’s Civil Rights Law and Stop Hack and Improve Electronic Data Security Act. The plaintiffs in

the SDFL Class Action Matter seek various forms of monetary damages as well as injunctive and other unspecified equitable

relief.

On October 27, 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action

Matter, on behalf of a nationwide settlement class that includes the NDCA Class Action Matter, which provides for a payment

of$13.0 million by us. On October 30, 2023, the plaintiffs in the SDFL Class Action Matter filed a motion and memorandum

in support of preliminary approval of the proposed class action settlement and, on October 31, 2023, the SDFL granted

preliminary approval of the proposed settlement. The proposed settlement is subject to final approval of the court. Members

of the class have the opportunity to opt-out of the class and commence their own actions.

In response to the proposed settlement in the SDFL Class Action Matter, plaintiffs in the NDCA Class Action Matter filed

(i) on November 1, 2023, a motion in the NDCA for an order to require us to cease litigation of, or alternatively file a motion

to stay in, the SDFL Class Action Matter and enjoin us from seeking settlement with counsel other than plaintiffs’ counsel in

the NDCA Class Action Matter; and (ii) on November 2, 2023, a motion in the SDFL for that court to allow them to intervene

and appear in the SDFL action, transfer the SDFL Class Action Matter to the NDCA and reconsider and deny its preliminary

approval of the proposed settlement. The SDFL has issued an order requiring the SDFL plaintiffs to, among other things, file

a response to the NDCA plaintiffs' motion to intervene. Additionally, U.S. District Judge Araceli Martínez-Olguín in the NDCA

issued an order for us to show cause as to why we should not be sanctioned for an alleged failure to provide notification to

the NDCA of the pendency of the SDFL Class Action Matter. We filed our written response to this order on November 8,

2023. The NDCA held a hearing on November 14, 2023, and ordered parties to the litigation to participate in mediation. The

parties participated in mediation on January 10, 2024, and have agreed to participate in an additional day of mediation,

which occurred on March 7, 2024. Negotiations between the parties remain ongoing.

Based on the proposed settlement agreement, we determined that an estimated$13.0 million loss was probable and

accrued$12.5 million as of December 31,2023, net of an initial$0.5 million payment to a third-party qualified settlement

fund that we do not own that will be disbursed to the plaintiffs if required conditions are satisfied. Based on ongoing

negotiations and mediation between the parties, we determined the estimated probable loss to be$28.0 million and

recognized the incremental loss during the three months ended March 31, 2024. The$27.5 million estimated net liability

remains accrued within accrued expenses and other current liabilities on our condensed consolidated balance sheet as of

September 30, 2024. While this amount represents our best judgment of the probable loss based on the information

currently available to us, it is subject to significant judgments and estimates and numerous factors beyond our control,

including, without limitation, final approval of the court or the results of mediation. In addition, while it is reasonably possible

an incremental loss may have been incurred for the indemnification of certain parties named in the class action lawsuits, a

loss, or a range of loss, is not reasonably estimable. The results of legal proceedings are inherently uncertain, and upon final

resolution of these matters, it is reasonably possible that the actual loss may differ from our estimate.

On April 22, 2024, Lisa Marie Barsuli, individually and on behalf of all others similarly situated, filed a class action

lawsuit against us and certain of our executive officers in the United States District Court for the Central District of California

(Case No. 2:24-cv-3282). The plaintiffs seek compensatory damages and equitable relief as well as interest, fees and costs.

The complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder,

and asserts that we and certain of our executive officers failed to disclose to investors the risk relating to a grocery chain

taking actions that impacted acceptance of our discounted pricing for a subset of prescription drugs from PBMs, whose

pricing we promote on our platform (the “grocer issue”), which occurred late in the first quarter of 2022. As alleged in the

complaint, when we disclosed the occurrence of the grocer issue, our stock price fell, causing investor losses. On July 25,

2024, U.S. District Judge André Birotte Jr. appointed The Kalmanson Family as the lead plaintiff and approved selection of

lead plaintiff's counsel. We intend to file a motion to dismiss the lawsuit. Additionally, on various dates between May 23,

2024 and November 6, 2024, alleged stockholders Benjamin Solomon (Case No. 2:24-cv-04301), Joseph Caetano (Case

No. 2:24-cv-06993), Colby Mayes (Case No. 2:24-cv-07264), Sharon Burgs (Case No. 2:24-cv-07281), and Stephen

Bushansky (Case No. 2:24-cv-09611)each filed separate derivative lawsuits in the United States District Court for the

Central District of California, in each case, purportedly on behalf of us against certain of our current and former executive

officers and directors. The derivative complaints assert various claims, including for violations of, and contribution under, the

Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste and

violations of insider trading laws. The claims in each of these derivative lawsuits are based on allegations substantially

similar to those in the class action lawsuit described above and also allege that we failed to maintain adequate internal

controls. The plaintiffs in these derivative lawsuits are seeking declaratory relief, monetary damages, restitution,

disgorgement of alleged illegal profits and/or certain governance reforms. We intend to vigorously defend against the claims

asserted in the securities class action and derivative lawsuits. We believe we have meritorious defenses to such claims and

based upon information presently known to management, we have not accrued a loss for these lawsuits as a loss is not

probable nor reasonably estimable. While it is reasonably possible a loss may have been incurred, we are unable to

estimate a loss or range of loss in these matters.

These pending proceedings involve complex questions of fact and law and may require the expenditure of significant

funds and the diversion of other resources to defend. In addition, during the normal course of business, we may become

subject to, and are presently involved in, legal proceedings, claims and litigation. Such matters are subject to many

uncertainties and outcomes are not predictable with assurance. We have not accrued for a loss for any other matters as a

loss is not probable and a loss, or a range of loss, is not reasonably estimable. Accruals for loss contingencies are

recognized when a loss is probable, and the amount of such loss can be reasonably estimated. See "Note 4. Accrued

Expenses and Other Current Liabilities." Loss recoveries are recognized when a loss has been incurred and the recovery is

probable. See "Note 3. Prepaid Expenses and Other Current Assets."

In February 2023, we initiated arbitration against Famulus Health, LLC (“Famulus”) before the American Arbitration

Association in relation to Famulus’ breach of an agreement entered into by Famulus and us in June 2020, as amended (the

“Agreement”). GoodRx asserted claims for Famulus' breach of the confidentiality and exclusivity provisions in the

Agreement, seeking to recover damages and injunctive relief. On February 15, 2024, an arbitration award was rendered,

which included a damages award and a permanent injunction (the "Arbitration Award"). Famulus filed a petition to vacate the

Arbitration Award on February 21, 2024 in the United States District Court for the District of South Carolina ("DSC"). GoodRx

filed a petition to confirm the Arbitration Award on February 22, 2024 in the DSC. In April 2024, several motions and

oppositions were filed, which were consolidated by the DSC on April 12, 2024. On September 11, 2024, the DSC entered an

opinion and order denying Famulus’s motion to vacate the Arbitration Award and granting GoodRx’s motion to confirm the

Arbitration Award as modified by the DSC. On October 11, 2024, GoodRx filed an application for writ of execution in the

DSC. The writ, once issued, will direct a U.S. Marshal of the District of South Carolina to levy Famulus’s property in

execution of GoodRx’s judgment. We can not make any assurance as to the outcome of the Arbitration Award and when the

Arbitration Award will be collected. Any gain on this matter is considered a gain contingency and will be recognized in the

period in which the Arbitration Award is realized or realizable, pursuant to ASC 450, Contingencies.

8. Revenue

For thethree and nine months ended September 30, 2024 and 2023, revenue comprised the following:

9. Stockholders' Equity

On February 23, 2022, our board of directors ("Board") authorized the repurchase of up to an aggregate of

$250.0 million of our Class A common stock through February 23, 2024. On February 27, 2024, our Board approved a new

stock repurchase program which authorized the repurchase of up to an aggregate of $450.0 million of our Class A common

stock with no expiration date. Repurchases under these repurchase programs may be made in the open market, in privately

negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion,

depending on market conditions and corporate needs, or under a trading plan intended to satisfy the affirmative defense

conditions of Rule 10b5-1(c)(1) under the Exchange Act. These repurchase programs do not obligate us to acquire any

particular amount of Class A common stock and may be modified, suspended or terminated at any time at the discretion of

our Board. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. As of

September 30, 2024, we had$290.2 million available for future repurchases of our Class A common stock under the new

stock repurchase program.

On March 6, 2024, we entered intotwo Stock Purchase Agreements with related parties, one with Spectrum Equity VII,

L.P., Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund, L.P. (collectively, "Spectrum"),

and one with Francisco Partners IV, L.P. and Francisco Partners IV-A (collectively, "Francisco Partners"), pursuant to which

we agreed to repurchase 6.2 million and 14.6 million shares of our Class A common stock (after giving effect to the

automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from Spectrum and

Francisco Partners, respectively, for an aggregate repurchase of 20.9 million shares of our Class A common stock at a price

of$7.19 per share, in each case representing a discount from our closing share price of$7.57 on the date of the execution

of the Stock Purchase Agreements (the "Spectrum and Francisco Partners Repurchase"). The repurchase was approved by

our Board and its Audit and Risk Committee (formerly Audit Committee) as part of the $450.0 million repurchase program

approved in February 2024. The Spectrum and Francisco Partners Repurchase closed on March 11, 2024 for an aggregate

consideration of$151.4 million, inclusive of direct costs and estimated excise taxes associated with the repurchases.

The following table presents information about our repurchases of our Class A common stock:

10. Basic and Diluted Earnings (Loss) Per Share

The computation ofearnings (loss) per share for thethree and nine months ended September 30, 2024 and 2023 is as

follows:

The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings (loss)

per share for the periods presented because including them would have been antidilutive: