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 (the "prescription transactions

offering"). We also offer other healthcare products and services, including subscription programs, pharmaceutical ("pharma")

manufacturer solutions and telehealth services.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles

generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange

Commission. Other than net income or net loss, we do not have any other elements of comprehensive income or loss.

Principles of Consolidation

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

subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. Intercompany balances and

transactions have been eliminated in consolidation. The results of operations and financial position of the VIEs are not

material to our consolidated financial statements. Results of businesses acquired are included in our consolidated financial

statements from their respective dates of acquisition.

Segment Reporting and Geographic Information

Operating segments are defined as components of an enterprise for which separate financial information is available

that is regularly provided to the chief operating decision maker ("CODM") in deciding how to allocate resources and in

assessing performance. Our CODM manages our business on the basis ofone operating segment.

Our operating segment derives revenue in a manner as described in Note 2. Summary of Significant Accounting

Policies. During the years ended December 31, 2024,2023 and 2022, all of our revenue was from customers located in the

United States. Our CODMis our principal executive officer, who is our Chief Executive Officer and President, therole

previously held by our Interim Chief Executive Officer and before that, one ofour Co-Chief Executive Officers. Consolidated

net income or loss is the measure of segment profit or loss reviewed by our CODM in assessing segment performance and

deciding how to allocate resources. Our CODM uses consolidated net income or loss to monitor budget versus actual

results, review historical company performance trends, conduct benchmark analysis of our peers and competitors, and

evaluate management’s compensation. Significant expenses included in the reported measure of segment profit or loss are

reviewed by our CODM on a consolidated basis as presented in the accompanying consolidated statements of operations.

At December 31, 2024 and 2023, all of our right-of-use assets and property and equipment were in the United States.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates

and assumptions that affect the amounts reported in the 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 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 the year ended December 31, 2024, no customer

accounted for more than 10% of our revenue. For the years ended December 31, 2023 and 2022, one customer accounted

for 13% of our revenue. At December 31, 2024 and 2023, no customer accounted for more than 10% of our accounts

receivable balance.

Cash and Cash Equivalents

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 deposits are all in financial institutions in the United States. Cash and cash

equivalents consist primarily of U.S. treasury securities money market funds held with an investment bank and cash on

deposit.

Cash equivalents, consisting of U.S. treasury securities money market funds, of$405.0 million and$605.5 million at

December 31, 2024 and 2023, respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted

market prices in active markets.

Accounts Receivable and Allowance for Expected Credit Losses

Accounts receivable are recognized at the amounts due from various customers, net of allowance for expected credit

losses. We estimate our expected credit losses based on factors including known facts and circumstances, historical

experience, reasonable and supportable forecasts of economic conditions, and the age of the uncollected balances. We

write off the asset when it is determined to be uncollectible. As of December 31, 2024 and 2023, the allowance for credit

losses was not material.

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-

line method over the estimated useful lives of the assets, which arefive years for furniture and fixtures andthree years for

computer equipment. Leasehold improvements are depreciated on the straight-line basis over the shorter of the life of the

asset or the remaining lease term. Expenditures for repairs and maintenance are charged to general and administrative

expenses as incurred.

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 an impairment loss of$4.0 million on

one of our minority equity interest investments during the year ended December 31, 2023 which was presented as other

expense on the consolidated statement of operations for the year then ended. We otherwise have not recognized any other

impairment losses or changes resulting from observable price changes during the years ended December 31, 2024,2023

and 2022. Equity investments included in other assets in the consolidated balance sheets was$15.0 million as of

December 31, 2024 and 2023.

The results of businesses acquired in a business combination are included in the consolidated financial statements from

the date of acquisition. Acquisition accounting results in assets and liabilities of an acquired business being recognized at

their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and

liabilities assumed is recognized as goodwill.

We perform valuation of assets acquired and liabilities assumed for an acquisition and allocate the purchase price to its

respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires

management to use significant judgment and estimates including the selection of valuation methodologies, comparable

guideline public companies, and Level 3 inputs in the fair value hierarchy such as forecasts of revenue and margins and

estimates of royalty and discount rates, as applicable. We may engage the assistance of valuation specialists in concluding

on fair value measurements of certain assets acquired or liabilities assumed in a business combination. During the

measurement period, which shall not exceed one year from the acquisition date, we may adjust provisional amounts

recognized for assets acquired and liabilities assumed to reflect new information subsequently obtained regarding facts and

circumstances that existed as of the acquisition date.

Certain acquisitions contain provisions for contingent consideration to be transferred or received based on the post-

acquisition results of the acquired businesses. The acquisition date estimated fair value of contingent consideration

associated with business combinations is based on the amount of the consideration expected to be transferred or received

using significant inputs that are not observable in the market (Level 3 inputs). Contingent consideration is remeasured to its

estimated fair value on a recurring basis. Changes in the estimated fair value of contingent consideration, if any, is

recognized within general and administrative expenses in the consolidated statements of operations.

Transaction costs associated with business combinations are expensed as incurred and are included in general and

administrative expenses in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired

and liabilities assumed in a business combination. We hadone reporting unit during 2024,2023 and 2022. We review

goodwill for impairment annually in thefourth quarter and whenever events or changes in circumstances indicate the

carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, we may first perform an optional

qualitative assessment. If we determine it is not more likely than not our reporting unit’s fair value is less than its carrying

value, then no further analysis is necessary. If we determine that it is more likely than not that the fair value of our reporting

unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative

impairment test, if the carrying amount of our reporting unit exceeds its fair value, we will recognize an impairment loss in an

amount equal to that excess but limited to the total amount of goodwill. No impairments were recognized in 2024,2023 or

2022. Gains and losses on the disposition of a business, which are recognized in general and administrative expenses in the

consolidated statements of operations, include the carrying amount of goodwill related to the business disposed. When a

portion of a reporting unit that constitutes a business is to be disposed of, the amount of goodwill to be included in that

carrying amount is determined based on the relative fair values of the business disposed and the portion of the reporting unit

that will be retained.

Intangible Assets

Intangible assets reflect the value of customer relationships, developed technology, trademarks, content library and

backlog recognized in connection with our acquisitions. Purchased intangible assets are recognized at their acquisition date

fair value, less accumulated amortization. We determine the appropriate useful life of intangible assets by performing an

analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives on a

straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed, which is

reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has

occurred. In such event, we will adjust the estimated useful life and amortize the carrying value prospectively over the

adjusted remaining useful life.

Capitalized Software Costs

We account for our internal-use software costs in accordance with ASC 350-40, Internal-Use Software. Capitalization of

internal-use costs begins when the preliminary project stage is complete, management with the relevant authority authorizes

and commits to funding the project, it is probable that the project will be completed, and the software will be used for the

function intended. Capitalization of these costs ceases once the project is substantially complete and the software is ready

for its intended purpose. Costs for post-configuration training, maintenance and minor modifications or enhancements are

included in product development and technology expenses in the consolidated statements of operations as incurred.

Capitalized internal-use costs areamortized on a straight-line basis over their estimated useful life ofthree years, which is

reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has

occurred. In such event, we will adjust the estimated useful life and amortize the carrying value prospectively over the

adjusted remaining useful life.

Leases

We account for leases in accordance with ASC 842, Leases. We have elected to account for lease and non-lease

components as a single lease component and also elected not to recognize operating lease right-of-use assets and

operating lease liabilities for leases with an initial term of twelve months or less. Lease payments for short-term leases are

recognized as lease expense on a straight-line basis over the lease term.

We determine if a contract is, or contains, a lease at inception. All of our leases are operating leases. Right-of-use

assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments,

less any tenant improvement allowance incentives when it is reasonably certain they will be received, over the lease term

discounted using our incremental borrowing rate. As none of our leases provide an implicit rate, the incremental borrowing

rate used is estimated based on what we would be required to pay for a collateralized loan over a similar term as the lease.

Lease payments include fixed payments and variable payments based on an index or rate, if any, and are recognized as

lease expense on a straight-line basis over the term of the lease. Variable lease payments not based on a rate or index are

expensed as incurred. The lease term includes options to extend or terminate the lease when it is reasonably certain they

will beexercised. Certain of our leases contain renewal options for periods of up to ten years andearly termination options

by up to two years, at our election. We have not recognized any renewal or early termination options in our estimate of the

lease term as they are not reasonably certain of exercise. Right-of-use assets are evaluated for impairment in accordance

with ASC 360, Property, Plant, and Equipment, when events or changes in circumstances indicate that their carrying values

may not be recoverable. After a right-of-use asset is impaired, the remaining carrying value of the right-of-use asset is de-

linked from the lease liability and amortized on a straight-line basis over the remaining lease term. The lease liability

continues to be amortized using the same effective interest method as before the impairment. Thus, after impairment, the

operating lease no longer qualifies for the straight-line treatment of total lease expense.

Impairment of Long-Lived Assets

We account for the impairment of long-lived assets in accordance with ASC 360, Property, Plant, and Equipment. In

accordance with ASC 360, long-lived assets to be held and used are reviewed for impairment when events or changes in

circumstances indicate that their carrying values may not be recoverable. We perform impairment testing at the asset group

level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other

assets and liabilities. An impairment loss is recognized when estimated undiscounted future cash flows expected to result

from the use of the asset and its eventual disposition are less than its carrying value. If an asset is determined to be

impaired, the impairment is measured by the amount that the carrying value of the asset exceeds its fair value. In 2022, we

recognized an impairment loss of$11.3 million within general and administrative expenses to reduce the carrying value of an

operating lease right-of-use asset we determined to sublease to its estimated fair value of$8.9 million as rental rates have

declined since the date the lease was executed. The estimated fair value was determined by using a discounted cash flow

method which is a non-recurring fair value measurement based on Level 3 inputs. Key inputs used in this estimate included

projected sublease income and a discount rate which incorporated the risk of achievement associated with the forecast.

Other than the aforementioned, we have not recognized any other material impairment losses of long-lived assets for the

years ended December 31, 2024,2023 and 2022.

Debt Issuance Costs

Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over

the contractual life of the loan using the effective-interest method. These costs are recognized as a reduction of the related

long-term debt balance on the consolidated balance sheets. Costs incurred in connection with the issuance of revolving

credit facilities are recognized in other assets on the consolidated balance sheets and are amortized to interest expense in

the consolidated statements of operations on a straight-line basis over the term of the revolving credit facility.

Income Taxes

Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the

consolidated financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the

enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

Deferred tax assets are evaluated for recoverability each reporting period by assessing all available evidence, both positive

and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is

needed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available

evidence, it is more likely than not that those deferred tax assets will not be realized. To the extent sufficient positive

evidence becomes available, all or a portion of the valuation allowance may be released in one or more future periods. A

release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and an income tax

benefit for the period in which such release is recognized.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be

sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits

recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that

has a greater than 50% likelihood of being realized. We recognize interest and penalties accrued related to our uncertain tax

positions inincome tax (expense) benefit in the consolidated statements of operations.

Revenue

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the

promised good or service is transferred to the customer in an amount that reflects the consideration for which we are

expected to be entitled to in exchange for those services. We consider pharmacy benefit managers ("PBMs"), pharmacies,

pharma manufacturers and consumers of our subscription and telehealth services, for which we have direct contractual

agreements with, to be our primary customers. Consideration paid or payable to customers is recognized as a reduction of

revenue if we do not receive a distinct good or service for which we can reasonably estimate fair value. Any excess of

consideration paid or payable to customers over the fair value of a distinct good or service is also recorded as a reduction of

revenue. The reduction of revenue is recognized at the later of when the related revenue is recognized or when we pay or

promise to pay the consideration to the customers. Given the time between us transferring a promised good or service to the

customer and the customer paying for that good or service is one year or less based on the terms of our revenue

arrangements, as a practical expedient, we do not adjust the promised amount of consideration for effects of a significant

financing component.

For the years ended December 31, 2024,2023 and 2022, revenue comprised the following:

(1)Pharma manufacturer solutions revenue for the year ended December 31, 2023 included a$10.0 million contract

termination payment to a pharma manufacturer solutions client in connection with our restructuring activities, which

was recognized as a reduction of revenue. See "Note 17. Restructuring" for additional information.

Prescription Transactions Revenue

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 the consumers.

Prescription transactions revenue is primarily generated from PBMs, or customers, when a prescription is filled with our

code provided through our platform. We contract with PBMs that manage formularies and prescription transactions including

establishing pricing between consumers and pharmacies. Beginning in late 2022, we began to enter into direct contractual

agreements with select pharmacies ("partner pharmacies") that provide consumers access to prescription pricing negotiated

directly with the partner pharmacies through our platform. The partner pharmacies are our customers in these

arrangements.

Our performance obligation to our customers is to direct prescription volume through our platform for PBMs or process

consumer claims at the point of sale for partner pharmacies, which may include marketing through our mobile apps,

websites, and cards.

Contracts with customers provide that we are entitled to either a variable or fixed fee per transaction when a consumer

uses our code from our platform to fill a prescription. Certain arrangements with customers provide that the amount of

consideration we are entitled to is based on the volume of prescription fills each month. Our performance obligation is

satisfied upon the completion of pharmacies filling prescriptions. We recognize revenue for our estimated fee due from the

customers at a point in time when a prescription is filled.

In addition, the amount of consideration for which we are entitled may be adjusted in the event that a fill is determined

ineligible, or based upon other adjustments allowed under the contracts with customers. We estimate the amount expected

to be entitled to using the expected value method based on historical experience of the number of prescriptions filled,

ineligible fills and applicable rates. We generally receive payment from our customers within thirty days of the month end in

which the prescriptions were filled. However, portions of payments may not be received forup to one year to the extent of

adjustments for ineligible fills.

We periodically offer incentives to consumers for our prescription transactions offering, principally in the form of

discounts to a limited number of consumers on a limited number of prescription drugs for a limited time ("limited marketing

promotions") that reduce prices on prescription drugs to acquire, re-engage, or generally increase consumer utilization of our

platform. None of our contracts with customers require us to provide discounts to consumers. Consumer discounts on

prescription drugs where our customers are the partner pharmacies are recognized as a reduction of revenue. For consumer

discounts on prescription drugs where our customers are the PBMs, we evaluate whether such discounts represent

payments to a customer, which are recognized as a reduction of revenue if no distinct benefit is received, or, whether the

discounts relate to limited marketing promotions, which are recognized as sales and marketing expenses. We consider

various factors including whether the discounts are made available for a limited time on a limited number of prescription

drugs, consumer eligibility requirements, whether discounts are targeted towards consumer transactions with specific

partner pharmacies or PBMs, and whether there is involvement or reasonable expectations of our customers with regards to

the discounts.

All our consumer incentives are recognized at the time the prescription is filled. In December 2023, we implemented a

change in some aspects of our consumer incentives program whereby the incentives are no longer limited marketing

promotions and we believe our customers can now reasonably expect to benefit from these incentives. As a result, all

consumer discounts subsequent to this change were recognized as a reduction of prescription transactions revenue.

Consumer incentives recognized as a reduction of revenue were$11.5 million in 2024,$8.8 million in 2023, andnil in 2022.

Consumer incentives recognized as sales and marketing expenses werenot material in 2024, $27.3 million in 2023, and

$24.7 million in 2022.

Subscription Revenue

Subscription revenue is generated from consumers that are subscribed to either of our subscription offerings

("subscribers"), GoodRx Gold (“Gold”) and Kroger Rx Savings Club powered by GoodRx (“Kroger Savings”).

Under Gold, subscribers pay an upfront fee to purchase a monthly or annual subscription that provides access to lower

prices for prescriptions and telehealth visits. Subscribers can cancel the Gold subscription at any time. Monthly Gold

subscription fees are generally nonrefundable while annual Gold subscription fees are generally nonrefundable to the

subscriber after the first two weeks. We recognize revenue for Gold on a straight-line basis over the subscription period.

Under Kroger Savings, subscribers paid an annual upfront fee, a portion of which we shared with Kroger, for a

subscription that provided access to lower prices on prescriptions at Kroger pharmacies. Subscribers were able to enroll in

Kroger Savings through July 1, 2023 and the offering sunset in July 2024. Kroger Savings subscription fees were generally

nonrefundable to the subscriber after the first thirty days unless we canceled the subscription, in which case the subscriber

was entitled to a pro rata refund. We recognized revenue for Kroger Savings on a straight-line basis over the subscription

period, net of the fee shared with Kroger.

Pharma Manufacturer Solutions Revenue

Pharma manufacturer solutions revenue consists primarily of advertisements purchased by pharma manufacturers and

other customers that appear on our apps and websites. Revenue for advertisements based on a fixed fee for a specified

period of time is recognized ratably over the term of the arrangement. Customers may also purchase advertisements where

we charge fees on a cost-per-click basis, advertisements placed in our direct mailers, or other content used in advertising.

Revenue for these arrangements is recognized at a point in time when the advertisements are clicked, when the direct

mailers are shipped or when other content used in advertising is delivered, respectively.

Pharma manufacturers can also integrate their affordability solutions, such as co-pay cards, patient assistance

programs, including point-of-sale discount programs, and other savings options onto our platform so that consumers can

access certain medications. Our performance obligation is to connect consumers with our customers. We receive a fixed or

variable fee per transaction when consumers purchase a medication. Revenue is recognized at a point in time when the

prescription is filled.

In addition, pharma manufacturer solutions revenue in 2023 and 2022 included fees generated when pharmacies filled

prescriptions for products sold by pharma manufacturers via our pharmacy services solution acquired through our

acquisition of vitaCare Prescription Services, Inc. ("vitaCare"). We were entitled to a fixed fee per prescription from the

pharma manufacturer for each of their patients assisted by us. Revenue for these arrangements was recognized at a point in

time when the prescriptions were processed and filled through our pharmacy services solution. In 2023, we de-prioritized

certain solutions under our pharma manufacturer solutions offering, which, among others, included solutions supported by

vitaCare. See "Note 17. Restructuring" for additional information.

We generally invoice customers in advance, in the month after the services are rendered, or in accordance with other

specific contractual provisions. Payments are due generally within thirty to ninety days of invoice but may extend up to

twelve months for a limited number of contracts.

Other Revenue

Other revenue consists principally of telehealth revenue. Telehealth revenue consists of revenues generated from

consumers who complete a telehealth visit with a member of our network of qualified medical professionals. Consumers pay

a fee per telehealth visit and we recognize the fee as revenue at a point in time when the visit is complete.

Cost of Revenue

Cost of revenue consists primarily of costs related to outsourced consumer support; healthcare provider costs;

personnel costs, including salaries, benefits, bonuses and stock-based compensation expense, for our consumer support

employees; hosting costs; merchant account fees; processing fees; allocated overhead; and as applicable, fulfillment costs

for certain solutions provided to customers under our pharma manufacturer solutions offering. Cost of revenue excludes

depreciation and amortization of capitalized software development costs, developed technology, and other hosting and data

infrastructure equipment used to operate our platform, which are included in depreciation and amortization in the

consolidated statements of operations.

Product Development and Technology

Costs related to the development of products are charged to product development and technology expense as incurred.

Product development and technology expense consists primarily of personnel costs, including salaries, benefits, bonuses

and stock-based compensation expense, for employees involved in product development activities; costs related to third-

party services and contractors associated with product development, information technology and software-related costs; and

allocated overhead. Product development and technology costs also include, as applicable, losses from the disposal of

capitalized development costs related to internal-use software that are not yet ready for their intended use.

Sales and Marketing

Sales and marketing costs consist primarily of advertising, marketing and promotional expenses for consumer

acquisition and retention including certain consumer discounts that are expensed as incurred. Production costs are

expensed as of the first date the advertisement takes place. Advertising costs were$211.4 million,$198.8 million and$226.3

million for the years ended December 31, 2024,2023 and 2022, respectively.

Sales and marketing expenses also include personnel costs, including salaries, benefits, bonuses, stock-based

compensation expense and sales commissions, for sales and marketing employees; costs related to third-party services and

contractors; marketing software-related costs; and allocated overhead. Sales commissions are expensed as incurred.

General and Administrative

General and administrative costs are expensed as incurred and primarily include personnel costs, including salaries,

benefits, bonuses and stock-based compensation expense, for executive, finance, accounting, legal, and human resources

functions; as well as professional fees; occupancy costs; other general overhead costs; and as applicable, change in fair

value of contingent consideration, loss on operating lease assets, gain on sale of business, and legal settlement charges,

net of insurance recoveries.

Depreciation and Amortization

Our depreciation and amortization expenses include depreciation of property and equipment, and amortization of

capitalized internal-use software costs and intangible assets.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are

classified into the following hierarchy:

When determining the fair value measurements for assets and liabilities which are required to be measured at fair

value, we consider the principal or most advantageous market in which to transact and the market-based risk. Goodwill,

intangible assets and other long-lived assets, and equity investments are measured at fair value on a nonrecurring basis,

only if impaired. The carrying amounts reported in the consolidated financial statements approximate the fair value for

accounts receivable, accounts payable, and accrued liabilities, due to their short-term nature. The estimated fair value of our

debt, which is based on inputs categorized as Level 2 in the fair value hierarchy, approximated its carrying value as of

December 31, 2024 and 2023.

Stock-Based Compensation

Compensation cost is allocated to cost of revenue, product development and technology, sales and marketing, and

general and administrative expenses in the consolidated statements of operations for stock options and restricted stock units

(“RSUs”) based on the fair value of these awards at the date of grant. For awards that vest based on continued service,

stock-based compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the

vesting period of the awards. For awards with performance vesting conditions, stock-based compensation cost is recognized

on a graded vesting basis over the requisite service period when it is probable the performance condition will be achieved,

with a cumulative adjustment for the portion of the service period that occurred for the period prior to the performance

condition becoming probable of being achieved. The requisite service period for awards with service and performance

conditions is the longer of the service period or the performance period. The grant date fair value of stock options that

contain service or performance conditions is estimated using the Black-Scholes option-pricing model and the grant date fair

value of RSUs that contain service or performance conditions is estimated based on the fair value of our common stock.

Forfeitures are recognized when they occur.

Determining the fair value of stock-based awards requires judgment. The Black-Scholes option-pricing model is used to

estimate the fair value of stock options, while the fair value of our common stock at the date of grant is used to measure the

fair value of RSUs. The assumptions used in the Black-Scholes option-pricing model requires the input of subjective

assumptions and are as follows:

•The fair value of common stock is determined on the grant date using the closing price of our Class A common

stock.

•Expected volatility is based on a blended approach that utilizes our historical and implied volatility for periods in

which we have sufficient information and the historical and implied volatility of a publicly traded peer group

based on daily price observations over a period equivalent to the expected term of the stock option grants.

•The expected term is based on historical and estimates of future exercise behavior. For stock options

considered to be “plain vanilla” options, the expected term is based on the simplified method, as our historical

share option exercise experience does not provide a reasonable basis upon which to estimate the expected

term. Substantially all of our stock options granted are considered to be "plain vanilla" options.

•The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that

approximates the expected term of the options.

•The dividend yield is based on our current expectations of dividend payouts.

The assumptions used in our Black-Scholes option-pricing model represent management’s best estimates. These

estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different

assumptions are used, our stock-based compensation could be materially different in the future.

Basic and Diluted Earnings (Loss) Per Share

We have two classes of common stock, Class A and Class B. Basic and diluted earnings (loss) per share attributable to

common stockholders of our Class A and Class B common stock are the same because they are entitled to the same

liquidation and dividend rights.

We compute earnings (loss) per share using the two-class method required for participating securities. The two-class

method requires net income to be allocated between common stock and participating securities based upon their respective

rights to receive dividends as if all income for the period had been distributed. In periods where we have net losses, losses

are not allocated to participating securities as they are not required to fund the losses.

Basic earnings (loss) per share is computed by dividing net income or loss attributable to common stockholders by the

weighted average number of common shares outstanding during the period. Weighted average number of common shares

outstanding includes contingently issuable shares where there is no circumstance under which those shares would not be

issued.

We compute diluted earnings or loss per share under a two-class method. For periods when we have net income, net

income is reallocated between common stock, potential common stock and participating securities. Stock-based awards that

contain vesting provisions contingent on achievement of performance or market conditions are included in the computation

of diluted earnings per share, if dilutive, from the beginning of the period or date of issuance if later, if all necessary

conditions to vest have been satisfied during the period. If all conditions have not been met by the end of the period, dilutive

earnings per share includes the number of shares that would be issuable if the end of the period were the end of the

contingency period. Potential common stock principally includes stock options, RSUs andcommon stock resulting from early

exercise of stock options computed using the treasury stock method. For periods where we have net losses, diluted loss per

share is the same as basic loss per share, because potentially dilutive shares are excluded from the computation of loss per

share as their effect is anti-dilutive.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncement

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public

entities’ segment disclosures by updating qualitative and quantitative reportable segment disclosure requirements, including

disclos ures about significant segment expenses that are regularly provided to the CODM 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 adopted this ASU

effective for the year ended December 31, 2024, which resulted in additional qualitative disclo sures that can be found under

the heading "Segment Reporting and Geographic Information" within "Note 2. Summary of Significant Accounting Policies."

Recently Issued Accounting Pronouncements - Not Yet Adopted

In November 2024, the FASB issued 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. In January 2025, the FASB issued ASU 2025-01 which clarified the effective date of this ASU. This ASU applies

to all public entities and will be effective for annual reporting periods beginning after December 15, 2026, and for interim

periods within annual reporting periods 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.

3. Business Combinations and Dispositions

There have been no business combinations or dispositions for the year ended December 31, 2024.

On April 14, 2022, we acquired all of the equity interests of vitaCare, a prescription technology and services platform,

from TherapeuticsMD, Inc. (the "Seller") for a total purchase consideration of$131.8 million, inclusive of$149.9 million in

cash, offset by contingent considerations with a net estimated acquisition-date fair value of$18.1 million. We incurred a total

of$1.6 million of transaction costs associated with this acquisition during 2022. We acquired vitaCare as we believed it

would strengthen and expand our business capabilities with respect to our pharma manufacturer solutions platform.

We accounted for the vitaCare acquisition using the acquisition method of accounting in accordance with ASC 805,

Business Combinations, and recognized tangible and intangible assets acquired and liabilities assumed at their estimated

fair values as of the acquisition date. The aggregate purchase consideration was principally allocated to tax deductible

goodwill of$80.6 million and other intangible assets of$52.0 million comprised almost entirely of developed technology and

customer relationships.

The contingent considerations recognized consisted of a contingent consideration receivable and a contingent

consideration payable with estimated acquisition-date fair values of approximately$19.7 million and$1.7 million,

respectively.

Contingent consideration payable - The contingent consideration payable was based upon vitaCare's achievement of

certain revenue targets through 2023 which were not probable of being met as of December 31, 2022. Accordingly, we

recognized the change in fair value of the contingent consideration payable of$1.7 million as a reduction of general and

administrative expenses during 2022. The revenue targets were not met and the contingency was resolved as of December

31, 2023.

Contingent consideration receivable - vitaCare entered into a commercial agreement with the Seller in connection with

the acquisition (the "commercial agreement") to provide certain pharmacy services to the Seller over an initial 5-year term

with annual minimum guaranteed payments. The estimated fair value of the contingent consideration receivable at the

acquisition date was based on the present value of the expected future annual minimum guaranteed payments in excess of

the estimated fair value of pharmacy services expected to be provided to the Seller for each year over the initial 5-year term.

In December 2022, we eliminated the annual minimum guaranteed payments associated with the commercial

agreement. As a result, the fair value of the contingent consideration receivable was effectively nil as the contingency was

resolved andno future contingent payments will be received. We recognized the change in fair value of the contingent

consideration receivable of$19.7 million within general and administrative expenses during 2022.

The following table reflects the pro forma unaudited consolidated results of operations for the periods presented as if

the acquisition of vitaCare had occurred on January 1, 2021. Thepro forma unaudited consolidated results of operations

give effect to certain adjustments including: (i) costs incurred in connection with the acquisition; (ii) amortization expense

related to the acquired intangible assets; and (iii) elimination of vitaCare's allocated interest expense. The pro forma

unaudited consolidated results of operations are not necessarily indicative of the operating results that would have occurred

if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating

results.

vitaCare's revenue in the year of acquisition of$5.6 million was included in the consolidated statement of operations for

the year then ended. Disclosure of the standalone earnings or loss of vitaCare in the year of acquisition is not practicable as

expenses associated with significant back-office, product development and technology and go-to-market processes of

vitaCare had been substantially integrated into our consolidated operations.

In 2022, we also acquired flipMD, Inc., a marketplace connecting practicing physicians with organizations seeking on-

demand medical expertise for$7.0 million in cash.

Dispositions

vitaCare Prescription Services, Inc.

In August 2023, our board of directors (our "Board") approved a plan to de-prioritize certain solutions under our pharma

manufacturer solutions offering, which, among others, included solutions supported by vitaCare. See "Note 17.

Restructuring" for additional information.

Certain Assets of GoodRx Care, LLC

On December 9, 2022, we completed the sale of certain technology assets of GoodRx Care, LLC, our telehealth

platform, for$19.5 million in cash. We recognized a$11.4 million pre-tax gain on the sale which was included as a reduction

of general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2022.

We continue to provide consumers access to telehealth services via our GoodRx Care platform after the date of sale.

4. 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 December 31, 2024 and 2023.

5. Property and Equipment, Net

Property and equipment, net consists of the following:

For the years ended December 31, 2024,2023 and 2022, depreciation expense was $4.5 million,$4.8 million and$4.6

million, respectively.

6. Goodwill

The following table presents changes in the carrying amount ofgoodwill:

7. Intangible Assets, Net

The following tables present details of our intangible assets, net:

For the years ended December 31, 2024,2023 and 2022, amortization expense was$8.8 million,$59.0 million and

$23.2 million, resp ectively. Amortization of intangible assets acquired in connection with vitaCare was accelerated during the

year ended December 31, 2023 as we de-prioritized certain solutions under our pharma manufacturer solutions platform for

which these intangible assets supported. See "Note 17. Restructuring" for additional information.

At December 31, 2024, the expected amortization of intangible assets, net for future periods was asfollows:

8. Capitalized Software, Net

The following table presents details of our capitalized software, net as follows:

For the years ended December 31, 2024,2023 and 2022, amortization expense was$56.2 million,$43.9 million and

$26.4 million, respectively. Amortization had not started on$8.8 million of capitalized software costs that were not yet ready

for intended use as of December 31, 2024.

At December 31, 2024, the expected amortization of capitalized software, net that has been placed into service for

future periods was asfollows:

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

(1)Represents amounts owed to third parties on behalf of, and reimbursable from, certain customers.

Deferred revenue represents payments received in advance of providing services for subscriptions andcertain

advertising contracts with customers. Deferred revenue is substantially recognized as revenue within the subsequent twelve

months.

10. Leases

Our leases consist of office facilities under noncancelable operating lease arrangements that expire at various dates

through 2033. Our leases do not contain any material (i) non-lease components, (ii) variable lease costs, (iii) short-term

lease expenses, (iv) residual value guarantees or (v) material restrictive covenants.

For the years ended December 31, 2024,2023 and 2022, lease expense of$8.1 million,$8.0 million and$6.2 million,

respectively, was included in costs and operating expenses in the consolidated statements of operations.

For the years ended December 31, 2024,2023 and 2022, cash paid for amounts affecting the measurement of our

operating lease liabilities included in cash flows from operating activitieswas$9.7 million (excluding$1.7 million of cash

collected from lease incentive receivable),$7.1 million and$6.4 million, respectively.

As of December 31, 2024 and 2023, the weighted average remaining lease termwas 7.0 years and 7.8 years,

respectively, and the weighted average discount rate was 7.0% and 6.8%, respectively.

The following table presents maturities of operating lease liabilities at December 31, 2024:

The estimated operating lease payments included in the table above for 2025 have been reduced by lease incentives

for leasehold improvements of$4.5 million.

11. Income Taxes

The components of our income taxes are as follows:

The following is a reconciliation of the U.S. federal statutory rate of 21.0% to our effective income taxrate:

Deferred tax assets, net consist of the following:

We recognized total excess tax expense of$3.7 million,$7.1 million and$5.4 million associated with equity award

exercises and vesting inincome tax (expense) benefit for the years ended December 31, 2024,2023 and 2022, respectively.

We consider all available positive and negative evidence in our assessment of the recoverability of our net deferred tax

assets each reporting period. In 2021, we had cumulative three-year pre-tax losses adjusted for permanent book to tax

adjustments principally from substantial excess tax benefits realized in 2021 and 2020 and thus recognized a full valuation

allowance against our net deferred tax assets in excess of amortizable goodwill which we maintained through the end of

2022. During 2023, we determined that a valuation allowance against the majority of our net deferred tax assets was no

longer required primarily due to sustained tax profitability (pre-tax earnings or loss adjusted by permanent book to tax

differences), which was objective and verifiable evidence, and anticipated future earnings. As a result, we released

$54.6 million of our valuation allowance and recognized it as an income tax benefit in the consolidated statement of

operations for the year ended December 31, 2023.

As of December 31, 2024 and 2023, our valuation allowance is attributable to certain standalone tax filings' net deferred

tax assets which are not more likely than not to be realized in the future. Our judgment regarding the need for a valuation

allowance may reasonably change in future reporting periods due to many factors, including changes in the level of tax

profitability that we achieve, changes in tax laws or regulations and price fluctuations of our Class A common stock and its

related future tax effects from our outstanding equity awards.

At December 31, 2024, we had U.S. federal net operating loss carryforwards ("NOLs") of $22.6 million available to

reduce future federal income taxes which are carried over indefinitely but utilization is subject to an 80% taxable income

limitation. At December 31, 2024, we also had state NOLs of$109.0 million available to reduce future state income taxes

which will expire in varying amounts beginning 2029. Additionally, as of December 31, 2024, we had California and other

state research tax credits carryforwards of$24.1 million, of which$23.9 million generally may be carried forward indefinitely.

At December 31, 2024, tax years 2021 and forward were subject to examination by the Internal Revenue Service

(“IRS”), and tax years 2020 and forward were subject to examination by the various state taxing jurisdictions in which we are

subject to tax. At December 31, 2024, we were not subject to any federal or state income tax audits.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

As of December 31, 2024, we had gross unrecognized tax benefits of approximately$13.4 million,$11.8 million of

which, if recognized, would impact our effective tax rate. We estimate the change in unrecognized tax benefits, due to the

expiration ofstatute of limitations, will not bematerial in 2025.

As of December 31, 2024 and 2023, accrued interest and penalties related to uncertain tax positions were not material.

12. Debt

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

the "Credit Agreement") provided for (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.

On July 10, 2024, we entered 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 (“SOFR”), 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 quarterending 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 expensed as incurred as other expense in

our consolidated statement of operations for the year ended December 31, 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 consolidated balance

sheet as of December 31, 2024.

The effective interest rate on our term loans for the years ended December 31, 2024,2023 and 2022 was 9.05%,

8.46% and 5.02%, respectively.

We hadno borrowings against the Revolving Credit Facility as of December 31, 2024 and 2023. Borrowings under our

Revolving Credit Facility, if any, bear interest, at our option, at either (i) Term SOFR plus a margin ranging from 2.50% to

3.00%; or (ii) an alternate base rate plus a margin ranging from 1.50% to 2.00%, each with the applicable margin dependent

on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). We incur a commitment fee ranging from 0.25%

to 0.50% per annum, depending on our First Lien Net Leverage Ratio, on any unused commitments. In addition, the

Revolving Credit Facility has a fixed fronting fee of 0.125% per annum for aggregate undrawn and disbursed but

unreimbursed letters of credit.

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

December 31, 2024 and 2023, respectively, which reduces our available borrowings under the Revolving Credit Facility. The

outstanding letters of credit principally relate to a facility lease and is eligible to decrease by 10% of the then outstanding

amount per year, commencing in 2023.

Our debt balance is as follows:

Amortization of debt issuance costs and discounts related to our term loans was recognized as interest expense of

approximately $2.2 million,$3.0 million and$3.0 million in the consolidated statements of operations for the years ended

December 31, 2024,2023 and 2022, respectively.

As of December 31, 2024, we were subject to a financial covenant requiring maintenance of a First Lien Net Leverage

Ratio 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. Additionally, GoodRx is restricted from making dividend payments, loans or advances to us. At December 31,

2024, we were in compliance with ourcovenants.

The following table presents details of the future principal payments under our 2024 Term Loan Facility at December 31,

2024:

13. Commitments and Contingencies

Refer to “Note 10. Leases” and “Note 12. Debt,” for details of contractual obligations for our non-cancelable operating

leases and principal payments under our debt agreements, respectively.

Purchase Commitments

As of December 31, 2024, we had several commitments with remaining terms in excess of one year with a variety of

vendors for services to be used in the ordinary course of business totaling$12.6 million. We expect the majority of these

commitments to be spent roughly evenly per annum through 2027.

Legal Contingencies

Consumer privacy class action - 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, andagreed toparticipate in an additional day of mediation, which

occurred on March 7, 2024.

On December 3, 2024, the SDFL plaintiffs filed a voluntary motion to dismiss, with prejudice, which was approved by

the court on December 4, 2024. On November 25, 2024, weentered into a settlement agreement with the NDCA plaintiffs

for$25.0 million, subject to approval by the court on June 12, 2025. Based on the settlement agreement, an estimated

probable loss of $25.0 million was recognized within accrued expenses and other current liabilities on our consolidated

balance sheet as of December 31, 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. In addition, while it is reasonably possible an incremental loss

may have been incurred for the indemnification of certain parties named in theclass 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 ourestimate.

Securities class action & derivative lawsuits -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 filed a motion to dismiss the class action lawsuit on

November 19, 2024. On January 10, 2025, the plaintiffs filed their opposition to our motion to dismiss, and we filed our

response on February 11, 2025.

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. On December 20,

2024, plaintiffs in the derivative lawsuits agreed to consolidate the cases and stay the action pending the resolution of the

securities class action's motion to dismiss. On February 20, 2025, the court granted the stipulation.

Consumer state litigations - On May 28, 2024, The Bert and Annette Mullens Foundation filed a lawsuit against us in

Pope County, Arkansas, alleging that we violated an Arkansas statute related to the distribution of health-related discount

cards. Specifically, the statute provides that each discount card must “expressly provide in bold and prominent type that the

discounts are not insurance.” Ark. Code Ann. § 4-106-201(1). Furthermore, the statute provides that each card must

“expressly provide in bold and prominent type on the card or in a statement attached to the card that the consumer has the

right to cancel his or her registration within thirty (30) days from the effective date of the card.” Ark. Code Ann. §

4-106-201(2). The plaintiff alleges that our cards did not comply with these requirements, and sought an injunction and

statutory damages. We filed a motion to dismiss the complaint, which was denied on December 2, 2024. Furthermore, on

June 11, 2024, the Minnesota Teamsters Service Bureau, also filed a lawsuit against us in Hennepin County, Minnesota,

alleging that we violated a Minnesota statute related to the distribution of health-related discount cards. Specifically, the

statute provides that each discount card must “expressly provide in bold and prominent type that the discounts are not

insurance.” Minn. Stat. Ann. § 325F.784, subd. 1(1). The plaintiff alleges that our cards do not comply with these

requirements and also seeks an injunction and statutory damages. We filed a motion to dismiss the complaint, which was

denied on December 17, 2024. Discovery is ongoing in both matters.

We intend to vigorously defend against the claims asserted in the securities class action, derivative lawsuits, and

consumer state litigations. 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

(including our directors andofficers whom we indemnify) 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 9. Accrued Expenses and Other Current Liabilities" for additional information.

Loss recoveries are recognized when a loss has been incurred and the recovery is probable. See "Note 4. Prepaid

Expenses and Other Current Assets" for additional information.

GoodRx as plaintiff in arbitration award - 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”). We 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"). We 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 our motion to confirm the Arbitration Award as modified by the DSC. On October 11, 2024, we filed an application

for writ of execution in the DSC, which was issued on October 16, 2024. The writ directs a U.S. Marshal of the District of

South Carolina to levy Famulus’s property in execution of our judgment. Wecannot make any assurance as to the outcome

of the Arbitration Awardor if 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.

14. Stockholders' Equity

Common Stock

We have two classes of authorized and outstanding common stock: Class A common stock and Class B common stock.

The rights of the holders of the Class A common stock and Class B common stock are identical except for voting and

conversion rights. The holders of the Class A common stock are entitled toone vote per share and the holders of the Class

B common stock are entitled to 10 votes per share. Each share of Class B common stock is convertible intoone share of

Class A common stock at any time at the option of the holder and will automatically convert to Class A common stock upon

any transfer, except for certain permitted transfers. All Class B common stock will convert automatically into an equivalent

number of Class A common stock upon the earlier of (i) September 25, 2027; or (ii) the first date the aggregate number of

shares of Class B common stock cease to represent at least 10% of the aggregate outstanding shares of common stock.

During the years ended December 31, 2024,2023 and 2022,24.9 million,12.0 million and 1.8 million shares of Class B

common stock were converted into an equivalent number of shares of Class A common stock, respectively.

Share Repurchases

On February 23, 2022, our 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 December 31, 2024, we had

$290.3 million available for future repurchases of our Class A common stock under this repurchase program.

In November 2023, we repurchased 12.0 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 related parties,

Spectrum Equity VII, L.P., Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund, L.P.

(collectively, "Spectrum"), at a price of$5.47 per share, representing a discount from our closing share price of$5.76 on the

date of the transaction execution. The repurchase closed on November 27, 2023 for an aggregate consideration of

$65.9 million, inclusive of direct costs and estimated excise taxes associated with the transaction.

In March 2024, we repurchased 14.6 million and 6.2 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 related

parties, Francisco Partners IV, L.P. and Francisco Partners IV-A (collectively, "Francisco Partners") and Spectrum,

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 transaction execution. These

repurchases closed on March 11, 2024 for an aggregate consideration of$151.4 million, inclusive of direct costs and

estimated excise taxes associated with these transactions.

These related party repurchases were approved by our Board and its Audit and Risk Committee (formerly Audit

Committee) as part of the aforementioned repurchase programs.

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

(1)Cost of shares repurchased for the year ended December 31, 2024 and 2023 includes changes to the estimated

excise taxes associated with past repurchases of our Class A common stock.

15. Stock-Based Compensation

Employee Equity Incentive Plans

Our Board or its compensation committee is authorized to grant stock-based awards under an approved equity

incentive plan adopted in 2020 (the “2020 Plan”), which may be issued as awards covering either Class A or Class B

common stock. Notwithstanding anything to the contrary in the 2020 Plan, no more than 300.0 million shares of common

stock (either Class A or Class B common stock) may be issued pursuant to the exercise of incentive stock options under the

2020 Plan.

The number of shares available for issuance under the 2020 Plan will increase annually on the first day of each

calendar year beginning January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i)5% of the

aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately

preceding calendar year and (ii) such smaller number of shares as is determined by our Board.

At December 31, 2024,78.4 million shares were available for issuance under the 2020 Plan.

We also allow our employees to participate in a stockholder-approved employee stock purchase plan ("ESPP"). The

shares available for issuance under the ESPP increases by 1% at the beginning of each calendar year based on the

aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately

preceding calendar year and may be reduced as is determined by our Board. In no event will more than 100.0 million shares

of Class A common stock be available for issuance under the ESPP. The ESPP allows eligible employees to purchase our

common stock, through payroll deductions, at 85% of the lower of the fair market value of Class A common stock on the first

trading day of the offering period or on the applicable purchase date, which will be the final trading day of the applicable

purchase period. The ESPP is intended to qualify as an employee stock purchase plan under the IRS Code Section 423.

The stock-based compensation cost related to ESPP is not material to our consolidated financial statements. At

December 31, 2024, 24.1 million shares were available for issuance under the ESPP.

Stock Options

Stock options granted for newly-hired employees generally vest as to 25% of the total award on the first anniversary of

the employment start date, and thereafter ratably quarterly over the remaining three-year period. Annual refresh stock option

grants for employees generally vest quarterly over afour-year period. In limited circumstances, stock option grants to senior

level executives may have early exercise rights and shorter vesting terms than the aforementioned. All stock options have a

ten-year term. Stock options granted do not include any forfeitable or non-forfeitable dividend equivalent rights.

In April 2023, our Board appointed Scott Wagner as our Interim Chief Executive Officer. In May 2023, our Board granted

Mr. Wagner a stock option award covering 3.0 million shares of our Class A common stock with a grant date fair value of

$9.6 million that vests intwelve equal monthly installments. In March 2024, our Board granted Mr. Wagner a stock option

award covering 0.9 million shares of our Class A common stock with a grant date fair value of$4.0 million that vests ineight

equal monthly installments. As of December 31, 2024, all stock option awards of Mr. Wagner were fully vested and

exercisable.

On December 12, 2024, our Board appointed Wendy Barnes as our Chief Executive Officer and President, effective

January 1, 2025, succeeding Mr. Wagner. In connection with her appointment, Ms. Barnes, among other compensation, will

receive a stock option award with an aggregate value of$9.0 million. The number of shares of our Class A common stock

subject to the stock option award shall be determined based on the per share Black- Scholes option pricing model as of the

first trading day of the first “open window” that occurs following January 1, 2025. The stock option award is early exercisable

and vests with respect to 25% of the total award on January 15, 2026, and thereafter quarterly over the remaining three-year

period.

A summary of the stock option activity is as follows:

The weighted average grant date fair value per share of stock options granted for the years ended December 31, 2024,

2023 and 2022 was$4.75,$3.70 and$5.41, respectively. The aggregate intrinsic value of options exercised for the years

ended December 31, 2024,2023 and 2022 was$8.0 million,$5.8 million and$18.2 million, respectively. The fair value of

stock options that vested during the years ended December 31, 2024,2023 and 2022 was$26.2 million,$28.8 million and

$14.6 million, respectively.

All stock options outstanding at December 31, 2024 were options to purchase shares of Class A common stock. The fair

value of option awards issued with service or performance vesting conditions are estimated on the grant date using the

Black-Scholes option pricing model. The following table summarizes the assumptions used:

For the years ended December 31, 2024,2023 and 2022, the stock-based compensation expense related to stock

options was$25.7 million,$26.1 million and$12.7 million, respectively. At December 31, 2024, there was$33.8 million of

total unrecognized stock-based compensation cost related to stock options, which is expected to be recognized over a

weighted average remaining service period of 2.5 years.

Restricted Stock Units

A summary of the Restricted Stock Unit activity is asfollows:

For the years ended December 31, 2024,2023 and 2022, the fair value of RSUs that vested was$130.4 million,$137.5

million and$121.5 million, respectively.

Restricted Stock Units for Class A Common Stock

RSUs granted for newly-hired employees generally vest as to 25% of the total award on the first anniversary of the

employment start date, and thereafter ratably quarterly over the remaining three-year period. Annual refresh RSU granted to

employees generally vest quarterly over afour-year period. In limited circumstances, RSU grants to senior level executives

may have shorter vesting terms than the aforementioned.

For the years ended December 31, 2024,2023 and 2022, total stock-based compensation expense related to RSUs

was$68.0 million,$57.0 million and$61.2 million, respectively. At December 31, 2024, there was$139.9 million of total

unrecognized stock-based compensation cost related to these RSUs, which is expected to be recognized over a weighted

average remaining service period of 2.6 years.

Restricted Stock Units for Class B Common Stock

In September 2020, our Board granted RSUs covering an aggregate of 24.6 million shares of Class B common stock to

our Co-Founders (the “Founders Awards”), subject to the completion of our initial public offering and continued employment

through the applicable vesting dates. Each of our Co-Founders received (i)8.2 million RSUs that vest based on the

achievement of certain stock price goals and the settlement of shares is to be deferred by three-years from the applicable

vesting date (the “Performance-Vesting Founders Awards”) and (ii)4.1 million RSUs that vest and settle in equal quarterly

installments over four years (the “Time-Vesting Founders Awards”), subject to certain vesting acceleration terms including to

satisfy certain tax withholding obligations at the time of vesting. The grant date fair value of these awards totaled$533.3

million, of which$213.5 million related to the Time-Vesting Founders Awards and$319.8 million related to the Performance-

Vesting Founders Awards.

All of the Performance-Vesting Founders Awards vested in October 2020 and we settled 0.7 million RSUs to satisfy

certain tax withholding obligations at that time. At the time of vesting, the remaining 15.7 million vested shares were

contingently issuable where there was no circumstance under which those shares would not be issued. In October 2023, we

net settled the remaining 15.7 million vested shares and remitted cash consideration of$44.5 million on behalf of our Co-

Founders to the relevant tax authorities to satisfy income tax withholding obligations. We withheld an aggregate of 8.1

million shares of our Class B common stock and delivered an aggregate of 7.6 million shares of our Class B common stock

to our Co-Founders to net settle the award which was automatically converted to an equivalent number of shares of Class A

common stock on the settlement date.

During the years ended December 31, 2024,2023 and 2022, we recognized$4.4 million,$20.5 million and$44.5 million

of stock-based compensation expense, respectively, related to the Founders Awards. Stock-based compensation expense

related to the Founders Awards was fully recognized as of December 31, 2024.

16. Basic and Diluted Earnings (Loss) Per Share

The computation ofearnings (loss) per share for the years ended December 31, 2024,2023 and 2022, 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 anti-dilutive:

17. Restructuring

From time to time, we implement restructuring plans and other cost savings initiatives, which may include workforce

reductions as well as re-balancing of products and services. These restructuring activities are part of our strategic focus on

scaling and re-balancing our cost structure to drive improved profitability.

In the fourth quarter of 2024, we launched initiatives to sunset a product feature used to attract and retain consumers

and healthcare providers to our platform, which included a reduction in force. These initiatives were substantially completed

as of December 31, 2024.

In the second quarter of 2023, we launched initiatives to de-prioritize certain solutions under our pharma manufacturer

solutions offering. These initiatives were substantially completed as of December 31, 2023.

We did not have any material restructuring related activities in 2022.

The following table summarizes restructuring related costs by type incurred for the years ended December 31, 2024

and 2023:

(1)For the year ended December 31, 2024, non-cash charges principally relate to a$6.8 million loss on disposal of

software license used to support the product feature that was sunset and presented within sales and marketing

expenses in the consolidated statement of operations.

(2)For the year ended December 31, 2023, non-cash charges principally relate to (i)$46.7 million amortization of

acquired intangible assets related to vitaCare and capitalized internal-use software that were accelerated through

December 31, 2023 and presented within depreciation and amortization in the consolidated statement of

operations; and (ii) a$7.0 million loss on the disposal of certain capitalized software that were not yet ready for

their intended use and presented within product development and technology expenses in the consolidated

statement of operations. Non-cash charges also included$1.3 million loss on disposal of allocated goodwill

attributable to vitaCare.

(3)Cash charges on personnel related costs consist of termination charges arising from severance obligations,

continuation of salaries and benefits over a notification period during which impacted employees did not provide

active service, and other customary employee benefit payments in connection with a reduction in force. For the

year ended December 31, 2024, the majority of these costs were recognized in product development and

technology expenses in the consolidated statement of operations. For the year ended December 31, 2023,$4.5

million of these costs were recognized in cost of revenue,$2.4 million in product development and technology,$2.2

million in sales and marketing with the remainder in general and administrative expenses in the consolidated

statement ofoperations.

(4)For the year ended December 31, 2023, this cash payment relates to the termination of certain contracts with a

pharma manufacturer solutions client, which was recognized as a reduction of revenue in the consolidated

statement of operations.

As of December 31, 2024 and 2023, the liability associated with our restructuring related activities was not material.

18. Condensed Financial Information of Parent Company

GoodRx Holdings, Inc. has no material assets or standalone operations other than its ownership in its consolidated

subsidiaries. Under the terms of debt agreements entered into by GoodRx, a wholly-owned subsidiary of GoodRx

Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc., GoodRx is restricted from

making dividend payments, loans or advances to GoodRx Intermediate Holdings, LLC and GoodRx Holdings, Inc. These

restrictions have resulted in the restricted net assets (as defined in Rule 1-02 of Regulation S-X) of GoodRx and its

subsidiaries to exceed 25% of the consolidated net assets of GoodRx Holdings, Inc. and its subsidiaries.

The condensed financial information is presented on a “parent-only” basis, and GoodRx Holdings, Inc.’s investment in

its subsidiary is stated at cost plus equity inearnings (loss) of subsidiary less distributions received from subsidiary since the

date of acquisition. GoodRx Holdings. Inc.’s share ofnet income (loss) of its subsidiary is included innet income (loss) using

the equity method of accounting.

During 2024,2023 and 2022, GoodRx Holdings, Inc. receivedno dividends from its subsidiary.

The following table presents the parent-only balance sheets of GoodRx Holdings, Inc.:

The following table presents the parent-only statements of operations of GoodRx Holdings, Inc.:

The following table presents the parent-only statements of cash flows of GoodRx Holdings, Inc.:

19. Subsequent Event

On January 13,2025, we acquired substantially all of the assets and assembled workforce of VCRx, a prescription

savings business of Vivid Clear Rx, Inc., for$30.0 million in cash. Similar to our prescription transactions offering, the

acquired business operates a price comparison platform that provides consumer prescription savings through its partnership

with PBMs. The acquisition expands our business capabilities and consumer reach, particularly with respect to our

prescription transactions offering. The determination of the fair values of the acquired assets is incomplete due to the recent

date of the acquisition. The results of operations of the acquired business will be included in our consolidated results

beginning from the date of acquisition.