GoodRx Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 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.
Sep 30, 2025 · Filed Nov 4, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001809519-25-000143
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 330 previous paragraphs and 353 current paragraphs.
207 unchanged; 82 reworded; 55 added; 33 removed; 8 previous and 9 current paragraphs rearranged.
Tables are not compared: 6 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 (55)
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expanded into hair loss. These condition-specific subscription programs offer consumers a single solution for comprehensive
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of 2025. In the third quarter of 2025, we also continued to grow our consumer direct pricing and announced a collaboration
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with a pharmaceutical manufacturer to offer eligible patients nationwide two of the most in-demand GLP-1 medications at a
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significantly lower cash price through our platform.
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affordable healthcare solutions which we believe strengthens our value proposition. Separately, certain major drug
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producers and manufacturers are in negotiations with the current Presidential administration to receive relief from the
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potential imposition of a 100% tariff on any branded or patented pharmaceutical product produced outside of the United
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States. As a result of these negotiations, certain manufacturers have announced their participation in a new government
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sponsored direct-to-consumer platform called “TrumpRx.gov,” designed to offer consumers discounts on their products and
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some specialty brands. Details regarding this government sponsored platform, as well as any potential impact on our
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business, offerings or results of operations, are unclear at this time but may be significant. We are actively engaged with the
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administration, helping to inform policy efforts that expand access and affordability for all Americans. With the introduction of
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these federal initiatives, including the renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward
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greater transparency and direct-to-consumer access. For us, this evolution is both an opportunity and a clear validation of
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our mission.
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•Revenue increased to$196.0 million from$195.3 million;
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•Net income andnet income margin were$1.1 million and 0.6%, respectively, compared to$4.0 million and
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2.0%, respectively; and
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•Adjusted EBITDA and Adjusted EBITDA Margin were$66.3 million and 33.8%, respectively, compared to$65.0
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million and 33.3%, respectively.
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•Revenue increased to$602.1 million from$593.7 million;
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•Net income andnet income margin were$25.0 million and 4.2%, respectively, compared to$9.7 million and
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1.6%, respectively; and
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•Adjusted EBITDA and Adjusted EBITDA Margin were$205.5 million and 34.1%, respectively, compared to
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$193.2 million and 32.5%, respectively.
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Recent Development
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On October 16, 2025, we acquired substantially all of the assets and assumed certain liabilities of ScriptDrop, Inc., a
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prescription delivery technology platform for$13.5 million in cash. See Note 12 to our condensed consolidated financial
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statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
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consumers. As our business continues to evolve, we are reassessing the Monthly Active Consumers metric as a primary
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indicator of performance to ensure it aligns with how we measure growth and profitability.
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near term.
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Adjusted Revenue.
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Prescription transactions revenue decreased $13.1 million, or 9%, year-over-year, primarily driven by adecrease in the
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number of our Monthly Active Consumers (see section titled “Key Financial and Operating Metrics" above), due to the
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Cost of revenue increased $1.7 million, or 15%, year-over-year, primarily driven by an increase inprocessing fees.
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Other Expense
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We recognized other expense of $2.7 million in the third quarter of 2024 related to third-party transaction costs as a
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result of our debt refinancing in July 2024.
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Loss on Extinguishment of Debt
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strengthens our value proposition.
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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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consumers.
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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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Monthly Active Consumers.
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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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fees.
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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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development of internal-use software, partially offset by an increase in third-party services and contractors associated with
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non-capitalizable product development activities.
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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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employee composition.
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Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
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Revenue
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Prescription transactions revenue remained relatively flat year-over-year, primarily driven by a 9% decrease in the
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closures and volume reduction in one of our integrated savings programs as discussed above, substantially offset by
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revenue and Monthly Active Consumers.
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employee composition.
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Interest Income, Interest Expense and Income Taxes
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The year-over-year changes in interest income, interest expense and income taxes were primarily driven by the same
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which$12.0 million maturedon July 11, 2025 and$88.0 million will mature on April 10, 2029. As of June 30, 2025, we had
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receivable.
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refinancing in July 2024. The impact from these drivers was partially offset by a$11.8 million decrease in proceeds from the
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exercise of stock options.
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2024, and condition-specific related subscriptions which launched in June 2025. References to subscription
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2024, condition-specific related subscription programs which first launched in June 2025, and RxSmartSaver+
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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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a particular date represents an active subscription to any one of our aforementioned subscription offerings as
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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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of the specified date. For Gold, Kroger Savings, and RxSmartSaver+, each subscription plan may represent
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than one subscriber since family subscription plans may include multiple members.
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more than one subscriber since family subscription plans may include multiple members.
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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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we announced the launch of our first condition-specific subscription program for erectile dysfunction, and in October 2025
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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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care by bundling the clinician visit, prescription (if deemed medically appropriate by the treating healthcare provider), and
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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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related delivery for a single total subscription price. We plan to continue to expand into additional conditions before the end
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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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as insurance providers and government programs continue to shift the cost burden more to consumers, including through
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consumers are now more than ever searching for sustainable and affordable healthcare solutions which we believe
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changes to Affordable Care Act marketplace subsidies, consumers are now more than ever searching for sustainable and
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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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Consequently, we saw several PBMs remove Rite Aid from their networks, causing immediate cessation in the associated
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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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claims volume, as well as rapid store closures, which altogether adversely impacted our ability to recapture these claims in
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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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the near term. As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened
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expect heightened renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a
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renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the
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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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pharmacies' increased focus on rationalizing their spending. Furthermore, we saw a material volume reduction in one of our
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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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integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience at the
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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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pharmacy counter for eligible plan members served by certain PBM partners. Integrated savings programs are operated
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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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through PBMs who decide how to implement and manage these programs. Combined, these external factors have
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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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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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For thesix months ended June 30, 2025 as compared to the same period of 2024:
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For thenine months ended September 30, 2025 as compared to the same period of 2024:
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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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We exited thethird quarter of 2025 with over 6 million prescription-related consumers that used GoodRx across our
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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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The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers beginningin
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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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the second quarter of 2025 and are expected to contribute to the year-over-year decline in Monthly Active Consumers in the
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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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or future underlying performance of the business. For thethree and nine months ended September 30, 2025 and 2024,
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was equal to Adjusted Revenue.
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revenue was equal to Adjusted Revenue.
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income or expense, net. These excluded items are either non-cash charges or such that we believe do not represent our
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income or expense, net. These excluded items are either non-cash charges or such that webelieve they do not represent
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underlying core operating performance and that their exclusion provides investors with a better understanding of the factors
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our underlying core operating performance and that their exclusion provides investors with a better understanding of the
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and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted
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factors and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of
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(4)Legal settlement expenses consist of periodic settlement costs forsignificant or unusual litigation matters.
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(4)Legal settlement expenses consist of periodic settlement costs for significant or unusual litigation matters.
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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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broader changes in the retail pharmacy landscape including store closures and volume reduction in one of our integrated
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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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savings programs as discussed above, partially offset by improved unit economics related to contracting with certain of our
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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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customers and partners and favorable changes in sales mix. Our acquisition of VCRx (see Note 3 to our condensed
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Quarterly Report on Form 10-Q) did not materially contribute to the year-over-year changes in prescription transactions
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consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) did not materially contribute to
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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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the year-over-year changes in prescription transactions revenue and Monthly Active Consumers.
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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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Subscription revenue decreased $0.6 million, or 3%, year-over-year, primarily driven by adecrease in the number of
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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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subscription plans with 671 thousand subscription plans as of September 30, 2025 compared to 701 thousand as of
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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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Pharma manufacturer solutions revenue increased $15.2 million, or 54%, year-over-year, driven by organic growth as
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continued to expand our market penetration with pharma manufacturers and other customers. We expect pharma
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we continued to expand our market penetration with pharma manufacturers and other customers. Weexpect pharma
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Product development and technology expenses remained relatively flat year-over-year, primarily driven by the same
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Product development and technology expenses remained relatively flat year-over-year.
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Sales and marketing expenses decreased $14.0 million, or 8%, year-over-year, primarily driven by a$5.3 million
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Sales and marketing expenses decreased $6.3 million, or 7%, year-over-year, primarily driven by a$5.3 million
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payroll and related expenses largely due tolower stock-based compensation expense as a result of changes in our
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decrease instock-based compensation expense largely as a result of changes in our employee composition and a $2.7
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powered by GoodRx ("RxSmartSaver+")which launched in July 2025. References to subscription plans as of
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million decrease in third-party marketing expenses.
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income tax expense was primarily driven by an increase in the tax effects from our equity awards partially offset by a
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decrease in income before income taxes.
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solutions revenue were driven by the same factors described above for thethree months ended September 30, 2025
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compared to the same period of 2024.
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decrease in estimated legal settlement expense with respect to an ongoing class action litigation, and a $4.4 million
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For thenine months ended September 30, 2025 and 2024, we had income tax expense of$17.3 million and$10.4
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million, respectively, and an effective income tax rate of 40.9% and 51.9%, respectively. The year-over-year increase in
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additional conditions before the end of 2025.
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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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acquisition of VCRx (see Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly
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partially offset by an increase in professional fees.
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number of our Monthly Active Consumers, due to the broader changes in the retail pharmacy landscape including store
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improved unit economics related to contracting with certain ofour customers and partners and favorable changes in sales
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decrease in advertising expenses, a $5.2 million decrease in third-party marketing expenses, and a $4.0 million decrease in
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and a $3.8 million decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020