GoodRx Holdings, Inc.

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

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

proxies to be voted at our Annual Meeting of Stockholders to be held on Tuesday, June 3, 2025 (the “Annual Meeting”), at

12:00 p.m., Pacific Time, and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual

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

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

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

on the instructions that accompanied your proxy materials.

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

stock (collectively, “Common Stock”), at the close of business on April 9, 2025 (the “Record Date”), will be entitled to notice

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

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

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

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

business on the Record Date, there were 102,468,711 shares of Class A common stock and 256,869,320 shares of Class B

common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 3.8% and

96.2% of the voting power of our Common Stock, respectively.

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

year ended December 31, 2024 (the “2024 Annual Report”) will be released on orabout April 24, 2025 to our stockholders

on the Record Date.

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

otherwise stated, all of its subsidiaries.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ONTUESDAY, JUNE 3, 2025

This proxy statement and our 2024 Annual Report are available at http://www.proxyvote.com/