GoodRx Holdings, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
GDRX$3.51+0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001809519-25-000040
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001809519-26-000031
Item 7. 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 368 previous paragraphs and 290 current paragraphs.
122 unchanged; 85 reworded; 78 added; 153 removed; 8 previous and 5 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 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 (78)
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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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launch of our first condition-specific subscription program for erectile dysfunction and continued to expand to other
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conditions including hair loss and weight loss. Certain of these condition-specific subscription programs offer consumers a
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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. During 2025, we also continued to
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grow our consumer direct pricing and announced a collaboration with a pharmaceutical manufacturer to offer eligible
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patients nationwide two of the most in-demand GLP-1 medications at a significantly lower cash price through our platform.
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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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determinations. Further, copays on prescription medication have continued to trend upward in recent years and we believe
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healthcare solutions which we believe strengthens our value proposition. Separately, certain major drug producers and
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manufacturers have negotiated orare 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” ("TrumpRx"), which was launched in February 2026 and is
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designed to offer consumers discounts on their products and some specialty brands. GoodRx is a key integration partner for
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pharma manufacturers offering discounted cash prices on TrumpRx at launch. Any potential impact on our business,
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offerings, or results of operations are unclear at this time but may be significant. With the introduction of these federal
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initiatives, including the renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward greater
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transparency and direct-to-consumer access. For us, this evolution is both an opportunity and a clear validation of our
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mission.
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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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Consequently, we saw several PBMs remove Rite Aid from their networks, causing immediate cessation in the associated
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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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renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the
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pharmacies' increased focus on rationalizing their spending. Furthermore, in 2025, we saw a material volume reduction in
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one of our integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience at
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the pharmacy counter for eligible plan members served by certain PBM partners. Integrated savings programs are operated
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through PBMs who decide how to implement and manage these programs. These external factors have adversely impacted
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our prescription transactions revenue, financial results, and Monthly Active Consumers that we expect will continue in the
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near term with the combined total impact to prescription transactions revenue estimated to be $35.0 million to $40.0 million
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in 2025.
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While our prescription transactions offering remains foundational, given the evolving dynamics of prescription access
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and pharmacy economics, including the growing relevance of self-pay and direct-to-consumer distribution models, we are
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continuing to position our pharma direct offering as a key driver of growth. As we increase investment in our pharma direct
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as well as subscription offerings, we expect near-term impact on our prescription transactions unit economics and revenue
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in 2026. Accordingly, while this transition may impact near-term financial performance, we believe it enhances our long-term
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growth prospect and ability to create sustainable value.
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•Revenue increased 1% to$796.9 million from$792.3 million;
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Operations.”
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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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strengthens our value proposition. We believe our financial results reflect the significant market demand for our offerings and
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the value that we provide to the broader healthcare ecosystem.
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Future store closures and reduction of footprint from retail pharmacies are expected to have an immediate adverse impact
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on our prescription volume and prescription transactions revenue. However, we believe this impact to be largely transient as
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we expect prescription volume to migrate to other in-network pharmacies in the near term. As anextension of the changing
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as a result of the pharmacies' increased focus on rationalizing their spending, which in turn has had and may have an impact
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on our prescription transactions revenue.
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•Revenue increased 6% to$792.3 million from$750.3 million;
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•Adjusted Revenue increased 4% to$792.3 million from$760.3 million;
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loss margin of$8.9 million and 1.2%, respectively; and
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$217.4 million and 28.6%, respectively.
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Recent Development
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On January 13, 2025, we acquired substantially all of the assets and assembled workforce of the prescription savings
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business of Vivid Clear Rx, Inc. for $30.0 million in cash. See Note 19 in the notes to our audited consolidated financial
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consumers.
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We exited thefourth quarter of 2024 with over 7 million prescription-related consumers that used GoodRx across our
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prescription transactions and subscription offerings. Our prescription-related consumers represent the sum of Monthly Active
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Consumers for thethree months ended December 31, 2024 and subscribers to our subscription plans as of December 31,
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Subscription plans have been impacted by a sequential decline in our subscription plans for Kroger Savings as a result
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of reduced marketing spend in relation to that offering, which sunset in July 2024.
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We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated
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measures.
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measures calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively, and presentsnet
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EBITDA Margin:
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employees related to acquisitions and change in fair value of contingent consideration. From time to time,
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software.
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office spaces.
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Prior to December 2023, we provided consumer incentives principally in the form of discounts to a limited number of
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consumers on a limited number of prescription drugs for a limited time ("limited marketing promotions"). Consumer discounts
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on prescription drugs with partner pharmacies as our customers were recognized as a reduction of prescription transactions
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revenue. For consumer discounts on prescription drugs with PBMs as our customers, we evaluate whether such discounts
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represent payments to a customer, which are recognized as a reduction of prescription transactions revenue if no distinct
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benefit is received, or whether the discounts relate to limited marketing promotions, which are recognized as sales and
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marketing expenses. We consider various factors including whether the discounts are made available for a limited time on a
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limited number of prescription drugs, consumer eligibility requirements, whether discounts are targeted towards consumer
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transactions with specific partner pharmacies or PBMs, and whether there is involvement or reasonable expectations of our
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customers with regards to the discounts. In December 2023, we implemented a change in some aspects of our consumer
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incentives program whereby the incentives are no longer limited marketing promotionsand we believe our customers can
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Form 10-K. A discussion of theyear ended December 31, 2023 compared to theyear ended December 31, 2022 has been
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Form 10-K. A discussion of theyear ended December 31, 2024 compared to theyear ended December 31, 2023 and other
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reported previously in our Annual Report on Form 10-K for theyear ended December 31, 2023 filed with the SEC on
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information related to theyear ended December 31, 2023 has been reported previously in our Annual Report on Form 10-K
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building the leading consumer-focused digital healthcare platform in the United States. Copays have continued to trend
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the leading consumer-focused digital healthcare platform in the United States. For example, during 2025, we announced the
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upward in recent years and we believe as insurance providers continue to shift the cost burden more and more to
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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, consumers are now more than ever searching for sustainable affordable healthcare solutions which, in turn,
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changes to ACA marketplace subsidies, consumers are now more than ever searching for sustainable and affordable
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We have seen rapid changes in the U.S. retail pharmacy landscape recently with Rite Aid's store closures in addition to
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Conversely, we have seen rapid changes in the U.S. retail pharmacy landscape as well, with announcements of store
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announcements of store closures and reduction of footprint from various other retail pharmacies, including Walgreens.
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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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retail pharmacy landscape, we have seen and continue to expect heightened renegotiations between pharmacies and PBMs
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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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•Net income andnet income margin were$16.4 million and 2.1%, respectively, compared tonet loss andnet
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•Net income andnet income margin were$30.4 million and 3.8%, respectively, compared to$16.4 million and
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•Adjusted EBITDA and Adjusted EBITDA Margin were$260.2 million and 32.8%, respectively, compared to
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•Adjusted EBITDA and Adjusted EBITDA Margin were$270.5 million and 33.9%, respectively, compared to
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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 Revenue, Adjusted EBITDA and Adjusted
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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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EBITDA Margin are non-GAAP financial measures. For a reconciliation and presentation of Adjusted Revenue, Adjusted
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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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EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measures, information about why we
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comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin
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and limitations of these measures, please see “Key Financial and Operating Metrics—Non-GAAP Financial Measures"
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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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included within this Part II, Item 7 of this Annual Report on Form 10-K.
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Metrics – Non-GAAP Financial Measures" included within this Part II, Item 7 of this Annual Report on Form 10-K.
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plans. We may also experience stronger demand for our pharma manufacturer solutions offering during the fourth quarter of
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plans. We may also experience stronger demand for our GoodRx Pharma Direct (formerly pharma manufacturer solutions
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each year, which coincides with pharma manufacturers' annual budgetary spending patterns. In addition, this seasonality
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manufacturers' annual budgetary spending patterns. In addition, this seasonality may impact revenue and sales and
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may impact revenue and sales and marketing expense. PBM-pharmacy issues, including changes in the retail landscape, as
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marketing expense. PBM-pharmacy issues, including changes in the retail landscape, as well as macroeconomic events
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and may continue to impact these trends in the future.
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may have masked some of these trends in recent periods and may continue to impact these trends in the future.
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We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA
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Weuse Monthly Active Consumers, subscription plans, Adjusted EBITDA, and Adjusted EBITDA Margin to assess our
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Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of
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performance, make strategic and offering decisions and build our financial projections. The number of Monthly Active
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Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our
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Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our marketing and
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marketing and engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with
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engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with consumers. As our
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Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial
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Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial performance and are
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performance and are also used for internal planning and forecasting purposes. We believe Adjusted Revenue, Adjusted
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also used for internal planning and forecasting purposes. We believe Adjusted EBITDA and Adjusted EBITDA Margin are
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EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist
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helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and
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in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition,
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comparable overview of our operations across our historical financial periods. In addition, these measures are frequently
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these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
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used by analysts, investors and other interested parties to evaluate and assess performance.
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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 we believe 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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with restructuring related activities. We exclude these costs from revenue because we believe they are not indicative of past
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termination costs associated with restructuring related activities. We exclude these costs from revenue because we believe
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or future underlying performance of the business.
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they are not indicative of past or future underlying performance of the business. For 2025 and 2024, revenue equaled
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Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are
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Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are presented for supplemental
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presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to
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informational purposes only and should not be considered as alternatives or substitutes to financial information presented in
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financial information presented in accordance with GAAP. These measures have certain limitations in that they do not
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accordance with GAAP. These measures have certain limitations in that they do not include the impact of certain costs that
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include the impact of certain costs that are reflected in our consolidated statements of operations that are necessary to run
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are reflected in our consolidated statements of operations that are necessary to run our business. Other companies,
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our business. Other companies, including other companies in our industry, may not use these measures or may calculate
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including other companies in our industry, may not use these measures or may calculate these measures differently than as
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these measures differently than as presented in this Annual Report on Form 10-K, limiting their usefulness as comparative
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presented in this Annual Report on Form 10-K, limiting their usefulness as comparative measures.
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for theyear ended December 31, 2024 filed with the SEC on February 27, 2025, under the heading “Management’s
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Discussion and Analysis of Financial Condition and Results of Operations.”
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measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:
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employees related to acquisitions. From time to time, acquisition related expenses may also include similar
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in this Annual Report on Form 10-K.
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February 29, 2024, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of
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consider Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks
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well as macroeconomic events such as the COVID-19 pandemic may have masked some of these trends in recent periods
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statements included elsewhere in this Annual Report on Form 10-K.
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expect pharma manufacturer solutions to continue to grow as a percentage of total revenue in the near to medium term as
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we continue to scale and expand available services, capabilities and platforms of our pharma manufacturer solutions
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included elsewhere in this Annual Report on Form 10-K.
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of certain qualified costs related to the development of internal-use software.