GoodRx Holdings Inc

To the Board of Directors and Stockholders of GoodRx Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of GoodRx Holdings, Inc. and its subsidiaries (the

"Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of stockholders’

equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes

(collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control

over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the

financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for

each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted

in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal

control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated

Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective

internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,

included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility

is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over

financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material

misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in

all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that

respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial

statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over

financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as

we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and

procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with authorizations of management and

directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated

financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to

accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging,

subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the

consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,

providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Prescription Transactions Revenue Generated from PBMs and Direct Contracts with Partner

Pharmacies and Pharma Manufacturer Solutions Revenue Generated from Advertising Arrangements

As described in Note 2 to the consolidated financial statements, prescription transactions revenue is primarily generated

from pharmacy benefit managers (“PBMs”), or customers, when a prescription is filled with the Company’s code provided

through the Company’s platform. The Company has entered into direct contractual agreements with select pharmacies

("partner pharmacies"), that provide consumers access to prescription pricing negotiated directly with the partner

pharmacies through the Company’s platform. The Company recognizes revenue at the point in time when a prescription is

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

and other customers that appear on the Company’s 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 the Company charges fees on a cost-per-click basis, advertisements placed in the Company’s 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. For the year ended December 31, 2024, prescription transactions revenue was $577.5 million, of which a

majority relates to revenue generated from PBMs and partner pharmacies, and pharma manufacturer solutions revenue was

$107.2 million, of which a majority relates to revenue generated from advertising arrangements.

The principal consideration for our determination that performing procedures relating to revenue recognition for

prescription transactions revenue generated from PBMs and partner pharmacies and pharma manufacturer solutions

revenue generated from advertising arrangements is a critical audit matter is a high degree of auditor effort in performing

procedures relating to the Company’s revenue recognition for these revenue streams.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our

overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls

relating to the revenue recognition process for prescription transactions revenue generated from PBMs and partner

pharmacies and pharma manufacturer solutions revenue generated from advertising arrangements. These procedures also

included, among others (i) evaluating, on a sample basis, the appropriateness of revenue recognized for prescription

transactions revenue generated from PBMs and partner pharmacies, and pharma manufacturer solutions revenue

generated from advertising arrangements by obtaining and inspecting source documents, such as contracts, customer

invoices, and cash receipts from customers and (ii) confirming, on a sample basis, outstanding customer invoice balances

as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as

contracts, customer invoices, and subsequent cash receipts from customers.

/s/PricewaterhouseCoopers LLP

Los Angeles, California

February 27, 2025

We have served as the Company’s auditor since 2018.