GoodRx Holdings, Inc.

1. Description of Business

GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other

than its ownership in its consolidated subsidiaries. GoodRx, Inc. ("GoodRx"), a Delaware corporation initially formed in

September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned

subsidiary of GoodRx Holdings, Inc.

GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help

consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that

provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices

through our codes that can be used to save money on prescriptions across the United States ("prescription transactions

offering"). We also offer other healthcare products and services, including subscription programs, pharmaceutical ("pharma")

manufacturer solutions and telehealth services.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with

accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the

Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures

normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed

or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited

consolidated financial statements for the year ended December 31, 2024 and the related notes, which are included in our

Annual Report on Form 10-K filed with the SEC on February 27, 2025 ("2024 10-K"). The December 31, 2024 condensed

consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed

consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring

items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the

three and nine months ended September 30, 2025 are not necessarily indicative of the results expected for the full year

ending December 31, 2025.

There have been no material changes in significant accounting policies during thethree and nine months ended

September 30, 2025 from those disclosed in “Note 2. Summary of Significant Accounting Policies” in the notes to our

consolidated financial statements included in our 2024 10-K.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned

subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions

have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial

statements from their respective dates of acquisition.

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available

that is regularly provided to the chief operating decision maker ("CODM") in deciding how to allocate resources and in

assessing performance. Our CODM manages our business on the basis ofone operating segment.

Our operating segment derives revenue in a manner as disclosed in "Note 2. Summary of Significant Accounting

Policies" in the notes to our consolidated financial statements included in our 2024 10-K. Our CODM is our principal

executive officer, who is our Chief Executive Officer and President beginning in 2025. Consolidated net income or loss is the

measure of segment profit or loss reviewed by our CODM in assessing segment performance and deciding how to allocate

resources. Our CODM uses consolidated net income or loss to monitor budget versus actual results, review historical

company performance trends, conduct benchmark analysis of our peers and competitors, and evaluate management’s

compensation. Significant expenses included in the reported measure of segment profit or loss are provided to our CODM

on a consolidated basis as presented in the accompanying condensed consolidated statements of operations.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to

make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements,

including the accompanying notes. We base our estimates on historical factors; current circumstances; macroeconomic

events and conditions; and the experience and judgment of our management. We evaluate our estimates and assumptions

on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of

operations reported in future periods.

Certain Risks and Concentrations

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash,

cash equivalents and accounts receivable.

We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally

insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash

are financially sound and, accordingly, minimal credit risk exists with respect to these balances. However, market conditions

can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our

cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or

at all. We have not experienced any losses in such accounts.

We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the

date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of

$199.0 million and$405.0 million at September 30, 2025 and December 31, 2024, respectively, were classified as Level 1 of

the fair value hierarchy and valued using quoted market prices in active markets.

We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual

arrangements and generally do not obtain or require collateral. For each of thethree and nine months ended September 30,

2025, no customer accountedfor more than 10% of our revenue. For thethree months ended September 30, 2024, no

customer accounted for more than 10% of our revenue. For thenine months ended September 30, 2024, two customers

each accounted for 10% of our revenue. At September 30, 2025 and December 31, 2024, no customer accounted for more

than 10% of our accounts receivable balance.

Equity Investments

We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership

interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant

influence over the operating and financial policies of the investees. The equity investments are accounted for under the

measurement alternative in accordance with Accounting Standards Codification ("ASC") 321, Investments – Equity

Securities, which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. We did

not recognize any changes resulting from observable price changes or impairment losses on our minority equity interest

investments during thethree and nine months ended September 30, 2025 and 2024. Equity investments included in other

assets on our condensed consolidated balance sheets were$15.0 million as of September 30, 2025 and December 31,

Impairment of Long-Lived Assets

We account for the impairment of long-lived assets in accordance with ASC 360, Property, Plant, and Equipment. In

accordance with ASC 360, long-lived assets to be held and used are reviewed for impairment when events or changes in

circumstances indicate that their carrying values may not be recoverable. We perform impairment testing at the asset group

level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other

assets and liabilities. An impairment loss is recognized when estimated undiscounted future cash flows expected to result

from the use of the asset and its eventual disposition are less than its carrying value. If an asset is determined to be

impaired, the impairment is measured by the amount that the carrying value of the asset exceeds its fair value.

During the three months ended March 31, 2025, we recognized an impairment loss of$4.4 million within general and

administrative expenses to reduce the carrying value of an asset group to its estimated fair value of$3.4 million. The asset

group was comprised of an operating lease right-of-use asset and related improvements that we had determined to

sublease in 2022. The facts and circumstances leading to the impairment were primarily based on a recently submitted

sublease proposal which indicated a significant deterioration in the sublease market and rental rates whereby the carrying

value of the asset group may not be recoverable. The estimated fair value was determined by using a discounted cash flow

method which is a non-recurring fair value measurement based on Level 3 inputs. Key inputs used in this estimate included

projected sublease income and a discount rate which incorporated the risk of achievement associated with the forecast. We

otherwise have not recognized any impairment losses of our long-lived assets during thethree and nine months ended

September 30, 2025 and 2024.

Recent Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), which amends certain aspects of the

accounting for and disclosure of software costs under ASC 350-40. The amendments in this ASU, amongst other things,

eliminate accounting considerations of software development stages and instead require entities to capitalize internal-use

software costs when management commits to funding the software project and it isprobable the project will be completed

and will be used to perform the function intended. This ASU will be effective for all entities for annual reporting periods

beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods. Early adoption

of this ASU is permitted and can be applied retrospectively, prospectively or on a modified prospective basis. We are

currently evaluating the impact of the adoption of this ASU on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit

Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not-For-Profit Entities. This ASU

amends ASC 326-20 in part to provide a practical expedient election to assume that current conditions as of the balance

sheet date do not change for the remaining life of current accounts receivable and/or current contract assets arising from

transactions accounted for under Topic 606, Revenue from Contracts with Customers. This ASU will be effective for all

entities for annual reporting periods beginning after December 15, 2025, and for interim reporting periods within those

annual reporting periods. Early adoption of this ASU is permitted and should be applied prospectively. We are currently

evaluating the impact of the adoption of this ASU on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve

the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented

expense captions. This ASU requires entities to disclose the amounts of purchases of inventory, employee compensation,

depreciation and intangible asset amortization included in each relevant expense caption; as well as a qualitative description

of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also

requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling

expenses. In January 2025, the FASB issued ASU 2025-01 which clarified the effective date of this ASU. This ASU applies

to all public entities and will be effective for fiscal years beginning after December 15, 2026, and for interim periods within

fiscal years beginning after December 15, 2027. Early adoption of this ASU is permitted. This ASU should be applied either

prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any

or all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption of this ASU

on our consolidated financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax

Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The

amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the

rate reconciliation and income taxes paid information. This ASU applies to all public entities and will be effective for fiscal

years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025. Early

adoption of this ASU is permitted. The disclosure requirements can be applied either on a prospective or retrospective basis.

Weexpect the adoption of this ASU will lead to additional income tax disclosures in our consolidated financial statements for

2025 and future annual periods. The additional income tax disclosures are expected toinclude, but not limited to, additional

specified categories in the rate reconciliation in both percentage and dollar amounts with additional information for

reconciling items that meet a quantitative threshold, as well as disaggregation of income taxes paid by jurisdiction. We plan

to apply the disclosure requirements on a retrospective basis upon adoption.

3. Business Combination

On January 13, 2025, we acquired substantially all of the assets and assembled workforce of VCRx, a prescription

savings business of Vivid Clear Rx, Inc., for$30.0 million in cash. VCRx operates a price comparison platform that provides

consumer prescription savings through its partnership with PBMs. The acquisition expands our consumer reach particularly

with respect to our prescription transactions offering.

Goodwill associated with this acquisition totaled$11.0 million and primarily related to the expected long-term synergies

and other benefits, including the acquired assembled workforce. The goodwill is deductible for tax purposes. Identifiable

intangible assets related to this acquisition, totaled$19.0 million, of which$18.1 million was attributable to a customer

related intangible asset, with an estimated useful life of 6 years.

Unaudited supplemental pro forma financial information, revenue and earnings from the date of acquisition, and

transaction costs related to the VCRx acquisition have not been presented because the effects are not material to our

condensed consolidated financial statements.

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of thefollowing:

(1)Represents a receivable for the probable recovery related to an incurred loss in connection with certain

contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This

determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and

ongoing review of the solvency of insurers, among other factors.

(2)Represents payments we make to third parties on behalf of, and reimbursable from, pharma manufacturers in

connection with ourconsumer affordability solutions, including consumer direct pricing.

(3)Other current assets werenot material as of September 30, 2025 and December 31, 2024.

5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

(1)Represents amounts owed to third parties on behalf of and, as applicable, reimbursable from, pharma

manufacturers in connection with our consumer affordability solutions, including consumer direct pricing.

Deferred revenue represents payments received in advance of providing services for certain advertising contracts with

customers and subscriptions. We expect substantially all of the deferred revenue at September 30, 2025 will be recognized

as revenue within the subsequent twelve months. Of the$6.0 million of deferred revenue at December 31, 2024, $0.5 million

and$5.7 million was recognized as revenue during thethree and nine months ended September 30, 2025, respectively.

Revenue recognized during thethree and nine months ended September 30, 2024 of$0.5 million and$6.9 million,

respectively, was included as deferred revenue at December 31, 2023.

6. Income Taxes

We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to

income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our

estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes

for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and

permanent differences.

The effective income tax rate for thethree months ended September 30, 2025 and 2024 was 81.7% and 51.1%,

respectively. The effective income tax rate for thenine months ended September 30, 2025 and 2024 was 40.9% and 51.9%,

respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for thethree

and nine months ended September 30, 2025 and 2024 were due to the effects of non-deductible officers’ stock-based

compensation expense, state income taxes, benefits from research and development tax credits, and tax effects from our

equity awards.

On July 4, 2025, H.R. 1, titled "A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 14," commonly

referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA contains several changes to corporate

taxation including, but not limited to, capitalization of research and development expenses, limitations on deductions for

interest expense and accelerated fixed asset depreciation. The effect of changes in tax rates and laws is recognized in the

period of enactment. We completed an initial assessment of the impact from the OBBBA and recorded the estimated effects

to our income tax expense forthree and nine months ended September 30, 2025. Specifically, the estimated effects were

principally a timing difference between current and deferred taxes and therefore an adjustment to our net deferred tax assets

and net income taxes payable was recorded. We do not currently expect the OBBBA to have a material impact on our 2025

effective income tax rate.

7. Debt

Our First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provides for (i) a$500.0 million

term loan maturing on July 10, 2029 ("2024 Term Loan Facility"); and (ii) a revolving credit facility for up to$100.0 million

(the "Revolving Credit Facility")of which$12.0 million matured on July 11, 2025 and the remaining$88.0 million will mature

on April 10, 2029. As of September 30, 2025, there were no changes to the terms of our 2024 Term Loan Facility and

Revolving Credit Facility as disclosed in Note 12 to our consolidated financial statements included in our 2024 10-K.

The effective interest rate on our term loans for thethree months ended September 30, 2025 and 2024 was 8.70% and

9.60%, respectively. The effective interest rate on our term loans for thenine months ended September 30, 2025 and 2024

was 8.61% and 9.04%, respectively.

We hadno borrowings against the Revolving Credit Facility as of September 30, 2025 and December 31, 2024.

We had outstanding letters of credit issued against the Revolving Credit Facility for$7.8 million and$8.3 million as of

September 30, 2025 and December 31, 2024, respectively, which reduce our available borrowings under the Revolving

Credit Facility.

Our debt balance is as follows:

The estimated fair value of our debt approximated its carrying value as of September 30, 2025 and December 31, 2024,

based on inputs categorized as Level 2 in the fair value hierarchy.

Under the Credit Agreement, we are subject to a financial covenant requiring maintenance of a First Lien Net Leverage

Ratio (as defined in the Credit Agreement) not to exceed 8.2 to 1.0 only in the event that the amounts outstanding under the

Revolving Credit Facility exceed a specified percentage of commitments under the Revolving Credit Facility, and other

nonfinancial covenants under the Credit Agreement. At September 30, 2025, we were in compliance with our covenants

under the Credit Agreement.

8. Commitments and Contingencies

Aside from the below, as of September 30, 2025, there were no material changes to our commitments and

contingencies as disclosed in the notes to our consolidated financial statements included in our 2024 10-K.

Leases

On April 16, 2025, we entered into a non-cancellable office lease agreement in New York, New York that extended the

lease term of an existing space and provided for a new space, both of which end in early 2036. The total future minimum

lease payments are approximately$14.7 million.

Legal Contingencies

Consumer privacy class action - Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five

separate putative class actions lawsuits against Google, Meta, Criteo and us, alleging generally that we have not adequately

protected consumer privacy and that we communicated consumer information to third parties, including thethree co-

defendants. Four of the plaintiffs allege common law intrusion upon seclusion and unjust enrichment claims, as well as

claims under California’s Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act,

and Unfair Competition Law. One of these four plaintiffs additionally brings a claim under the Electronic Communications

Privacy Act. The fifth plaintiff brings claims for common-law unjust enrichment and violations of New York’s General

Business Law. Four of these cases were originally filed in the United States District Court for the Northern District of

California ("NDCA) (Cases No. 3:23-cv-00501; 3:23-cv-00744; 3:23-cv-00940; and 4:23-cv-01293). One case was originally

filed in the United States District Court for the Southern District of New York (Case No. 1:23-cv-00943); however, that case

was voluntarily dismissed and re-filed in the NDCA (Case No. 3:23-cv-01508). These five matters have been consolidated

and assigned to U.S. District Judge Araceli Martínez-Olguín in the NDCA. The court also set a briefing schedule for filing a

single consolidated complaint, which the plaintiffs filed on May 21, 2023 (Case No. 3:23-cv-00501-AMO; the "NDCA Class

Action Matter"), as well as motions to dismiss and motions to compel arbitration. In addition to the aforementioned claims,

the plaintiffs in the now consolidated matter bring claims under the Illinois Consumer Fraud and Deceptive Business

Practices Act, common law negligence and negligence per se, in each case, pleaded in the alternative. The plaintiffs are

seeking various forms of monetary damages (such as statutory damages, compensatory damages, attorneys’ fees and

disgorgement of profits) as well as injunctive relief. Briefing on the motions to dismiss and motions to compel arbitration was

completed on August 24, 2023.

On October 27, 2023, six plaintiffs filed a class action complaint (Case No. 1:23-cv-24127-BB; the “SDFL Class Action

Matter”) against us in the United States District Court for the Southern District of Florida ("SDFL"). The plaintiffs alleged, on

behalf of the same nationwide class as the NDCA Class Action Matter, substantially the same statutory and common law

violation claims as alleged in that matter as well as claims based on the federal Electronic Communications Privacy Act,

invasion of privacy under California common law and the California constitution, invasion of privacy under New Jersey's

Constitution, and violations of Pennsylvania’s Wiretapping and Electronic Surveillance Control Act, Florida’s Security of

Communications Act, New York’s Civil Rights Law and Stop Hack and Improve Electronic Data Security Act. The plaintiffs in

the SDFL Class Action Matter seek various forms of monetary damages as well as injunctive and other unspecified equitable

relief.

On October 27, 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action

Matter, on behalf of a nationwide settlement class that includes the NDCA Class Action Matter, which provides for a payment

of$13.0 million by us. On October 30, 2023, the plaintiffs in the SDFL Class Action Matter filed a motion and memorandum

in support of preliminary approval of the proposed class action settlement and, on October 31, 2023, the SDFL granted

preliminary approval of the proposed settlement. Members of the class have the opportunity to opt-out of the class and

commence their own actions.

In response to the proposed settlement in the SDFL Class Action Matter, plaintiffs in the NDCA Class Action Matter filed

(i) on November 1, 2023, a motion in the NDCA for an order to require us to cease litigation of, or alternatively file a motion

to stay in, the SDFL Class Action Matter and enjoin us from seeking settlement with counsel other than plaintiffs’ counsel in

the NDCA Class Action Matter; and (ii) on November 2, 2023, a motion in the SDFL for that court to allow them to intervene

and appear in the SDFL action, transfer the SDFL Class Action Matter to the NDCA and reconsider and deny its preliminary

approval of the proposed settlement. The SDFL has issued an order requiring the SDFL plaintiffs to, among other things, file

a response to the NDCA plaintiffs' motion to intervene. Additionally, U.S. District Judge Araceli Martínez-Olguín in the NDCA

issued an order for us to show cause as to why we should not be sanctioned for an alleged failure to provide notification to

the NDCA of the pendency of the SDFL Class Action Matter. We filed our written response to this order on November 8,

2023. The NDCA held a hearing on November 14, 2023, and ordered parties to the litigation to participate in mediation. The

parties participated in mediation on January 10, 2024, and agreed to participate in an additional day of mediation, which

occurred on March 7, 2024.

On December 3, 2024, the SDFL plaintiffs filed a voluntary motion to dismiss, with prejudice, which was approved by

the court on December 4, 2024. On November 25, 2024, we entered into a settlement agreement, with the NDCA plaintiffs

for$25.0 million, subject to approval by the court. On June 12, 2025, the court denied the motion for preliminary approval of

the settlement with prejudice, with leave for the plaintiffs to refile with additional information requested by the court. Based

on the settlement agreement, an estimated probable loss of$25.0 million was recognized within accrued expenses and

other current liabilities on our consolidated balance sheet as of December 31, 2024, and remained accrued as of September

30, 2025. While this amount represents our best judgment of the probable loss based on the information currently available

to us, it is subject to significant judgments and estimates and numerous factors beyond our control, including, without

limitation, final approval of the court. Additionally, in the third quarter of 2025, we estimated a probable loss of$5.5 million

relating to the indemnification of certain parties named in the class action lawsuits. We have accrued this estimated probable

loss within accrued expenses and other current liabilities on our condensed consolidated balance sheet as of September 30,

2025. The results of legal proceedings are inherently uncertain, and upon final resolution of these matters, it is reasonably

possible that the actual loss may differ from ourestimates.

Securities class action & derivative lawsuits - On April 22, 2024, Lisa Marie Barsuli, individually and on behalf of all

others similarly situated, filed a class action lawsuit against us and certain of our executive officers in the United States

District Court for the Central District of California (Case No. 2:24-cv-3282). The plaintiffs seek compensatory damages and

equitable relief as well as interest, fees and costs. The complaint alleges violations of Sections 10(b) and 20(a) of the

Exchange Act and Rule 10b-5 promulgated thereunder, and asserts that we and certain of our executive officers failed to

disclose to investors the risk relating to a grocery chain taking actions that impacted acceptance of our discounted pricing for

a subset of prescription drugs from PBMs, whose pricing we promote on our platform (the “grocer issue”), which occurred

late in the first quarter of 2022. As alleged in the complaint, when we disclosed the occurrence of the grocer issue, our stock

price fell, causing investor losses. On July 25, 2024, U.S. District Judge André Birotte Jr. appointed The Kalmanson Family

as the lead plaintiff and approved selection of lead plaintiff's counsel. We filed a motion to dismiss the class action lawsuit on

November 19, 2024. On January 10, 2025, the plaintiffs filed their opposition to our motion to dismiss, and we filed our

response on February 11, 2025.

Additionally, on various dates between May 23, 2024 and November 6, 2024, alleged stockholders Benjamin Solomon

(Case No. 2:24-cv-04301), Joseph Caetano (Case No. 2:24-cv-06993), Colby Mayes (Case No. 2:24-cv-07264), Sharon

Burgs (Case No. 2:24-cv-07281), and Stephen Bushansky (Case No. 2:24-cv-09611) each filed separate derivative lawsuits

in the United States District Court for the Central District of California, in each case, purportedly on behalf of us against

certain of our current and former executive officers and directors. The derivative complaints assert various claims, including

for violations of, and contribution under, the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control,

gross mismanagement, corporate waste and violations of insider trading laws. The claims in each of these derivative

lawsuits are based on allegations substantially similar to those in the class action lawsuit described above and also allege

that we failed to maintain adequate internal controls. The plaintiffs in these derivative lawsuits are seeking declaratory relief,

monetary damages, restitution, disgorgement of alleged illegal profits and/or certain governance reforms. On December 20,

2024, plaintiffs in the derivative lawsuits agreed to consolidate the cases and stay the action pending the resolution of the

securities class action's motion to dismiss. On February 20, 2025, the court granted the stipulation and consolidated the

cases under Case No. 2:24-cv-04301-AB-JPR.

On April 23, 2025, the court granted our motion to dismiss the securities class action lawsuit, without prejudice and with

leave to amend. Plaintiffs in the securities class action did not file an amended complaint. After the court dismissed the

securities class action litigation, the derivative plaintiffs dismissed their claims without prejudice.

Consumer state litigations - On May 28, 2024, The Bert and Annette Mullens Foundation ("Mullens Foundation") filed a

lawsuit against us in Pope County, Arkansas, alleging that we violated an Arkansas statute related to the distribution of

health-related discount cards. Specifically, the statute provides that each discount card must “expressly provide in bold and

prominent type that the discounts are not insurance.” Ark. Code Ann. § 4-106-201(1). Furthermore, the statute provides that

each card must “expressly provide in bold and prominent type on the card or in a statement attached to the card that the

consumer has the right to cancel his or her registration within thirty (30) days from the effective date of the card.” Ark. Code

Ann. § 4-106-201(2). The plaintiff alleges that our cards did not comply with these requirements, and sought an injunction

and statutory damages. We filed a motion to dismiss the complaint, which was denied on December 2, 2024. On May 9,

2025, the Arkansas Attorney General moved to intervene in the case. On May 13, 2025, the plaintiff moved for partial

summary judgment, which we and the Arkansas Attorney General opposed. Separately, on September 24, 2025, the State of

Arkansas, ex rel. Tim Griffin, Attorney General, filed suit in Faulkner County, Arkansas alleging the same violations of Ark.

Code Ann. § 4-106-201 et seq. as the Mullens Foundation in addition to violations of the Arkansas Deceptive Trade

Practices Act ("ADTPA"). On September 25, 2025, the Circuit Court of Faulkner County entered a Consent Judgment

through which the plaintiff, acting parens patriae for the people of Arkansas, released us from any and all claims and

remedies available or potentially available under the ADTPA and the discount card statute, Ark. Code Ann. §§ 4-106-201 et

seq. for GoodRx discount cards sold, marketed, promoted, advertised, or otherwise distributed in Arkansas from January 1,

2022 until the effective date of the agreement. As part of the Consent Judgment we also agreed to pay an immaterial

monetary relief.

Furthermore, on June 11, 2024, the Minnesota Teamsters Service Bureau, also filed a lawsuit against us in Hennepin

County, Minnesota, alleging that we violated a Minnesota statute related to the distribution of health-related discount cards.

Specifically, the statute provides that each discount card must “expressly provide in bold and prominent type that the

discounts are not insurance.” Minn. Stat. Ann. § 325F.784, subd. 1(1). The plaintiff alleges that our cards do not comply with

these requirements and also seeks an injunction and statutory damages. We filed a motion to dismiss the complaint, which

was denied on December 17, 2024. On June 10, 2025, the plaintiff moved to dismiss some of our counterclaims; the court

granted the motion to dismiss. Discovery has been completed in Minnesota. On October 10, 2025, we moved for summary

judgment and plaintiff moved for partial summary judgment.

We intend to vigorously defend against the claims asserted in the Mullens Foundation matter and the Minnesota

Teamsters Service Bureau matters as we believe we have meritorious defenses to such claims. While it is reasonably

possible a loss may have been incurred, we have not accrued a loss as a loss is not probable and we are unable to estimate

a loss or range of loss.

These pending proceedings involve complex questions of fact and law and may require the expenditure of significant

funds and the diversion of other resources to defend. In addition, during the normal course of business, we (including our

directors and officers whom we indemnify) may become subject to, and are presently involved in, legal proceedings, claims

and litigation. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. We have

not accrued for a material loss for any other matters as a loss is not probable and a loss, or a range of loss, is not

reasonably estimable. Accruals for loss contingencies are recognized when a loss is probable, and the amount of such loss

can be reasonably estimated. See "Note 5. Accrued Expenses and Other Current Liabilities" for additional information. Loss

recoveries are recognized when a loss has been incurred and the recovery is probable. See "Note 4. Prepaid Expenses and

Other Current Assets" for additional information.

GoodRx as plaintiff in arbitration award -In February 2023, we initiated arbitration against Famulus Health, LLC

(“Famulus”) before the American Arbitration Association in relation to Famulus’ breach of an agreement entered into by

Famulus and us in June 2020, as amended (the “Agreement”). We asserted claims for Famulus' breach of the confidentiality

and exclusivity provisions in the Agreement, seeking to recover damages and injunctive relief. On February 15, 2024, an

arbitration award was rendered, which included a damages award and a permanent injunction (the "Arbitration Award").

Famulus filed a petition to vacate the Arbitration Award on February 21, 2024 in the United States District Court for the

District of South Carolina ("DSC"). We filed a petition to confirm the Arbitration Award on February 22, 2024 in the DSC. In

April 2024, several motions and oppositions were filed, which were consolidated by the DSC on April 12, 2024. On

September 11, 2024, the DSC entered an opinion and order denying Famulus’s motion to vacate the Arbitration Award and

granting our motion to confirm the Arbitration Award as modified by the DSC. On October 11, 2024, we filed an application

for writ of execution in the DSC, which was issued on October 16, 2024. The writ directs a U.S. Marshal of the District of

South Carolina to levy Famulus’s property in execution of our judgment. We cannot make any assurance as to the outcome

of the Arbitration Award or if the Arbitration Award will be collected. Any gain on this matter is considered a gain contingency

and will be recognized in the period in which the Arbitration Award is realized or realizable, pursuant to ASC 450,

Contingencies.

9. Revenue

For thethree and nine months ended September 30, 2025 and 2024, revenue comprised the following:

10. Stockholders' Equity

On February 23, 2022, our board of directors ("Board") authorized the repurchase of up to an aggregate of

$250.0 million of our Class A common stock through February 23, 2024. On February 27, 2024, our Board approved a new

stock repurchase program which authorized the repurchase of up to an aggregate of$450.0 million of our Class A common

stock with no expiration date. Repurchases under these repurchase programs may be made in the open market, in privately

negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion,

depending on market conditions and corporate needs, or under a trading plan intended to satisfy the affirmative defense

conditions of Rule 10b5-1(c)(1) under the Exchange Act. These repurchase programs do not obligate us to acquire any

particular amount of Class A common stock and may be modified, suspended or terminated at any time at the discretion of

our Board. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. As of

September 30, 2025, we had$81.4 million available for future repurchases of our Class A common stock under the new

stock repurchase program.

In March 2024, we repurchased 14.6 million and 6.2 million shares of our Class A common stock (after giving effect to

the automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from related

parties, Francisco Partners IV, L.P. and Francisco Partners IV-A (collectively, “Francisco Partners”) and Spectrum Equity VII,

L.P., Spectrum VII Investment Managers’ Fund, L.P., and Spectrum VII Co-Investment Fund, L.P. (collectively, “Spectrum”),

respectively, for an aggregate repurchase of 20.9 million shares of our Class A common stock at a price of$7.19 per share,

in each case representing a discount from our closing share price of$7.57 on the date of the transaction execution. The

aggregate consideration for these repurchases was$151.4 million, inclusive of direct costs and estimated excise taxes

associated with these transactions.

In March 2025, we repurchased 10.0 million,7.0 million, and 3.0 million shares of our Class A common stock (after

giving effect to the automatic conversion of our Class B common stock to Class A common stock upon such repurchase)

from related parties, Francisco Partners, Idea Men, LLC and Spectrum, respectively, for an aggregate repurchase of

20.0 million shares of our Class A common stock at a price of$4.20 per share, in each case representing a discount from

our closing share price of$4.42 as of the last trading day prior to the execution date of these transactions. The aggregate

consideration for these repurchases was$84.9 million, inclusive of direct costs and estimated excise taxes associated with

these transactions.

These related party repurchases were approved by our Board and its Audit and Risk Committee as part of the

aforementioned repurchase programs.

The following table presents information about our repurchases of our Class A common stock:

11. Basic and Diluted Earnings Per Share

The computation ofearnings per share for thethree and nine months ended September 30, 2025 and 2024 is as

follows:

The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings per

share for the periods presented because including them would have been antidilutive:

12. Subsequent Event

On October 16, 2025, we acquired substantially all of the assets and assumed certain liabilities of ScriptDrop, Inc., a

prescription delivery technology platformfor$13.5 million in cash, subject to customary adjustments. The acquisition is

expected to expand our business capabilities, particularly our prescription transactions offering by enhancing our

prescription delivery solutions and improving consumer's end-to-end experience. The determination of the fair values of the

acquired assets and assumed liabilities is incomplete due to the recent date of the acquisition. The results of operations of

the acquired business will be included in our consolidated results beginning from the date of acquisition.