GoodRx Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

GOODRX HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE & PROXYSTATEMENT

Annual Meeting of Stockholders

June 3, 202512:00 p.m. (Pacific Time)

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

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders ("Annual Meeting") of GoodRx Holdings, Inc.

(the “Company”) to be held on Tuesday, June 3, 2025 at 12:00 p.m., Pacific Time. Our Annual Meeting will be a completely

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

vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/

GDRX2025. Utilizing the latest technology and a virtual meeting format will allow stockholders to participate from any location

and we expect will lead to increased attendance, improved communications and cost savings for our stockholders and the

Company, and is a more environmentally friendly format.

The Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be

presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the

Annual Meeting are more fully described in the Notice of Annual Meeting of Stockholders and Proxy Statement.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual

Meeting. Therefore, we urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper

copies of these materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which

requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy

Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then

instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will

be able to vote your shares electronically, even if you have previously submitted your proxy.

Thank you for your support.

Sincerely,

Notice of Annual Meeting of StockholdersTo be Held on Tuesday, June 3, 2025

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

The Annual Meeting of Stockholders (the “Annual Meeting”) of GoodRx Holdings, Inc., a Delaware corporation (the

“Company”), will be held at 12:00 p.m., Pacific Time, on Tuesday, June 3, 2025. The Annual Meeting will be a completely

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

submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GDRX2025. The Annual Meeting

is called for thefollowing purposes:

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

stock, at the close of business on April 9, 2025, are entitled to notice of and to vote at the Annual Meeting, or any

continuation, postponement or adjournment of the Annual Meeting. A complete list of these stockholders will be available for

examination by any stockholder during the ten days prior to the Annual Meeting for a purpose germane to the meeting by

sending an email to legal@goodrx.com, stating the purpose of the request and providing proof of ownership of Company

stock. This list of stockholders will also be available on the bottom panel of your screen during the Annual Meeting after

entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that

you received, or on the materials provided by your bank, broker or other nominee. The Annual Meeting may be continued or

adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not

you plan to attend the Annual Meeting we urge you to vote your shares via the toll-free telephone number or over

the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign,

date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence

of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now

will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is

revocable at your option.

By Order of the Board of Directors

Gracye Cheng

Secretary

Santa Monica, California