GoodRx Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-07.
0001809519-25-000075
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001809519-25-000117
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 280 previous paragraphs and 330 current paragraphs.
178 unchanged; 74 reworded; 67 added; 28 removed; 0 previous and 11 current paragraphs rearranged.
Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (67)
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subscription offerings.
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2024, and condition-specific related subscriptions which launched in June 2025. References to subscription
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Our mission is to help Americans save time and money when filling their medications. To achieve this, we are building
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we announced the launch of our first condition-specific subscription program for erectile dysfunction, which offers consumers
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a single solution for comprehensive care by bundling the clinician visit, prescription (if deemed medically appropriate by the
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treating healthcare provider), and related delivery for a single total subscription price, which we plan to expand into
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additional conditions before the end of 2025.
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With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our
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business. For example, in July 2025, Congress passed a budget bill that cuts federal funding for Medicaid among other
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health insurance programs, as well as tightens eligibility requirements and increases the frequency of Medicaid coverage
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as insurance providers and government programs continue to shift the cost burden more and more to consumers,
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strengthens our value proposition.
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Consequently, we have seen several PBMs remove Rite Aid from their networks, causing immediate cessation in the
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associated claims volume, as well asrapid store closures, which altogether have adversely impacted our ability to recapture
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in one of our integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience
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at the pharmacy counter for eligible plan members served by certain PBM partners. Integrated savings programs are
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operated through PBMs who decide how to implement and manage these programs. Combined, these external factors have
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adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers that we expect
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will continue in the near term with the expected impact to prescription transactions revenue estimated at $35.0 to $40.0
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million in 2025.
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Despite these near term challenges, we continue to believe that we are well positioned to grow our business over the
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long term.
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•Revenue increased 1% to$203.1 million from$200.6 million;
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•Net income andnet income margin were$12.8 million and 6.3%, respectively, compared to$6.7 million and
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3.3%, respectively; and
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•Adjusted EBITDA and Adjusted EBITDA Margin were$69.4 million and 34.2%, respectively, compared to$65.4
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million and 32.6%, respectively.
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•Revenue increased 2% to$406.0 million from$398.5 million;
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•Net income andnet income margin were$23.9 million and 5.9%, respectively, compared to$5.7 million and
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1.4%, respectively; and
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•Adjusted EBITDA and Adjusted EBITDA Margin were$139.2 million and 34.3%, respectively, compared to
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$128.2 million and 32.2%, respectively.
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The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers in the second
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technology and certain capitalized software.
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Prescription transactions revenue decreased $3.7 million, or 3%, year-over-year, primarily driven by a 14% decrease in
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closures and volume reduction in one of our integrated savings programs as discussed above, partially offset by improved
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Monthly Active Consumers.
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subscription plans with 668 thousand subscription plans as of June 30, 2025 compared to 696 thousand as of June 30,
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Cost of revenue increased $1.5 million, or 12%, year-over-year, primarily driven by a $1.7 million increase in processing
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Savings”) which sunset in July 2024.
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offerings, Gold or Kroger Savings (which sunset in July 2024). References to subscription plans as of a
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plans may include multiple members.
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Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are
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solutions which we believe strengthensour value proposition. We believe our financial results reflect the significant market
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demand for our offerings and the value that we provide to the broader healthcare ecosystem.
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timing of this announcement, the estimated immediate impact of this plan on our revenue is not yet known, however,
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revenue through Rite Aid is currently forecasted to be less than 5% of our total revenue in 2025. Future store closures and
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reduction of footprint from retail pharmacies are expected to have an immediate adverse impact on our prescription volume
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and prescription transactions revenue. However, we believe this impact to be largely transient as we expect prescription
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which in turn has had and may continue to have an impact on our prescription transactions revenue.
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•Revenue increased 3% to$203.0 million from$197.9 million;
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•Net income andnet income margin were$11.1 million and 5.4%, respectively, compared tonet loss andnet
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loss margin of$1.0 million and 0.5%, respectively; and
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•Adjusted EBITDA and Adjusted EBITDA Margin were$69.8 million and 34.4%, respectively, compared to$62.8
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million and 31.7%, respectively.
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We expect the changes in retail pharmacy reimbursement models as discussed above to result in a year-over-year
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software.
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Prescription transactions revenue increased $3.5 million, or 2%, year-over-year, primarily driven by improved unit
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subscription plans principally due to the sunset of Kroger Savings with 680 thousand subscription plans as of March 31,
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2025 compared to 778 thousand as of March 31, 2024. Given the subscription fee is higher for Gold relative to Kroger
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Savings, the sunset of Kroger Savings resulted in a higher year-over-year decline in subscription plans relative to
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subscription revenue.
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costs, substantially offset by a decrease in outsourced personnel costs related to consumer support.
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use software.
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financial statements included elsewhere in this Quarterly Report on Form 10-Q for a contractual commitment we entered into
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in April 2025.
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collections of accounts receivable.
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•“subscribers” and similar references refers to our consumers that are subscribed to either of our subscription
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•“subscribers” and similar references refers to our consumers that are subscribed to our subscription offerings,
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subscription offerings: GoodRx Gold (“Gold”), and Kroger Rx Savings Club powered by GoodRx (“Kroger
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GoodRx Gold (“Gold”), Kroger Rx Savings Club powered by GoodRx (“Kroger Savings”) which sunset in July
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particular date represents an active subscription to either one of our aforementioned subscription offerings as
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plans as of a particular date represents an active subscription to either one of our aforementioned subscription
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of the specified date. Each subscription plan may represent more than one subscriber since family subscription
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offerings as of the specified date. For Gold and Kroger Savings, each subscription plan may represent more
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building the leading consumer-focused digital healthcare platform in the United States. Copays on prescription medication
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the leading consumer-focused digital healthcare platform in the United States. For example, in the second quarter of 2025,
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have continued to trend upward in recent years and we believe as insurance providers continue to shift the cost burden
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determinations. Further, copays on prescription medication have continued to trend upward in recent years and we believe
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more and more to consumers, consumers are now more than ever searching for sustainable andaffordable healthcare
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consumers are now more than ever searching for sustainable and affordable healthcare solutions which we believe
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We have seen rapid changes in the U.S. retail pharmacy landscape recently with announcements of store closures and
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Conversely, we have seen rapid changes in the U.S. retail pharmacy landscape recently with announcements of store
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reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens. Additionally, in early May 2025, Rite
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closures and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens. In early May 2025, Rite
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Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process. Given the
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Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process.
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volume to migrate to other in-network pharmacies in the near term. As an extension of the changing retail pharmacy
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these claims in the near term. As an extension of the changing retail pharmacy landscape, we have seen and continue to
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landscape, we have seen and continue to expect heightened renegotiations between pharmacies and PBMs, including
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expect heightened renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a
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changes in retailer reimbursement models, as a result of the pharmacies' increased focus on rationalizing their spending,
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result of the pharmacies' increased focus on rationalizing their spending. Furthermore, we saw a material volume reduction
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Revenue, net income (loss) andnet income (loss) margin are financial measures prepared in conformity with
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Revenue, net income andnet income margin are financial measures prepared in conformity with accounting principles
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accounting principles generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are
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generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial
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non-GAAP financial measures. For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to
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measures. For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly
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the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted
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comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin
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EBITDA Margin useful and a discussion of the material risks and limitations of these measures, please see “Key Financial
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useful and a discussion of the material risks and limitations of these measures, please see “Key Financial and Operating
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and Operating Metrics—Non-GAAP Financial Measures"below.
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Metrics—Non-GAAP Financial Measures" below.
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We exited thefirst quarter of 2025 with over 7 million prescription-related consumers that used GoodRx across our
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We exited thesecond quarter of 2025 with over 6 million prescription-related consumers that used GoodRx across our
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decline in Monthly Active Consumers in the near term.
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quarter of 2025 and are expected to contribute to the year-over-year decline in Monthly Active Consumers in the near term.
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or future underlying performance of the business. For the three months ended March 31, 2025 and the full year of 2024,
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or future underlying performance of the business. For thethree and six months ended June 30, 2025 and 2024, revenue
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revenue was equal to Adjusted Revenue.
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was equal to Adjusted Revenue.
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on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business andother
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on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business and other
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The following table presents a reconciliation ofnet income (loss), the most directly comparable financial measure
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The following table presents a reconciliation ofnet income, the most directly comparable financial measure calculated in
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calculated in accordance with GAAP, to Adjusted EBITDA, and presentsnet income (loss) margin, the most directly
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accordance with GAAP, to Adjusted EBITDA, and presentsnet income margin, the most directly comparable financial
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comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:
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measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:
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costs, contract termination costs, and losses from the disposal of certain technology and certain capitalized
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costs, contract termination costs, and from time to time may also include losses from the disposal of certain
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(4)Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters.
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(4)Legal settlement expenses consist of periodic settlement costs forsignificant or unusual litigation matters.
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economics related to contracting with our customers and partners and sales mix, partially offset by a 4% decrease in the
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unit economics related to contracting with certain ofour customers and partners and favorable changes in sales mix. Our
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store closures and retail reimbursement models as discussed above. Our acquisition of VCRx (see Note 3 to our condensed
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acquisition of VCRx (see Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly
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the year-over-year changes in prescription transactions revenue and Monthly Active Consumers.
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Report on Form 10-Q) did notmaterially contribute to the year-over-year changes in prescription transactions revenue and
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Subscription revenue decreased $1.6 million, or 7%, year-over-year, primarily driven by adecrease in the number of
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Subscription revenue decreased $1.5 million, or 7%, year-over-year, primarily driven by adecrease in the number of
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Pharma manufacturer solutions revenue increased $4.1 million, or 17%, year-over-year, driven by organic growth as we
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Pharma manufacturer solutions revenue increased $8.5 million, or 32%, year-over-year, driven by organic growth as we
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decrease in payroll and related costs largely due tohigher capitalization of such costs related to the development of internal-
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payroll and related costs largely due to lower average headcount andhigher capitalization of such costs related to the
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in third-party services and contractors associated with non-capitalizable product development activities, partially offset by a
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development of internal-use software, partially offset by an increase in third-party services and contractors associated with
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Sales and marketing expenses decreased $5.4 million, or 6%, year-over-year, primarily driven by a $2.6 million
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Sales and marketing expenses decreased $8.6 million, or 9%, year-over-year, primarily driven by a $4.3 million
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decrease in third-party marketing expenses and a $1.9 million decrease in payroll and related expenses largely due tolower
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decrease in advertising expenses, a $2.6 million decrease in third-party marketing expenses, and a $2.1 million decrease in
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stock-based compensation expenseas a result of changes in our employee composition.
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payroll and related expenses largely due tolower stock-based compensation expenseas a result of changes in our
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Depreciation and amortization expenses increased $5.0 million, or 31%, year-over-year, primarily driven by higher
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Depreciation and amortization expenses increased $2.8 million, or 16%, year-over-year, primarily driven by higher
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than one subscriber since family subscription plans may include multiple members.
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For thesix months ended June 30, 2025 as compared to the same period of 2024:
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Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
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the number of our Monthly Active Consumers, due tothe broader changes in the retail pharmacy landscape including store
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Product development and technology expenses remained relatively flat year-over-year, primarily driven by a decrease in
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based compensation expense related to awards granted to our Co-Founders in 2020 that fully vested by the end of 2024,
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The following table sets forth our results of operations for thesix months ended June 30, 2025 and 2024:
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mix. Our acquisition of VCRx (see Note 3 to our condensed consolidated financial statements included elsewhere in this
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compared to the same period of 2024.
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Cost of revenue, exclusive of depreciation and amortization
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Other than as disclosed in Note 8 to our condensed consolidated financial statements appearing elsewhere in this