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
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001809519-25-000040
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001809519-26-000031
Item 1A. Risk FactorsThe 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 2042 previous paragraphs and 2099 current paragraphs.
1480 unchanged; 484 reworded; 117 added; 62 removed; 16 previous and 18 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (117)
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Risks Related to Our Limited Operating History and Historical Growth Rates
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for that quarter. PBM-pharmacy issues such as actions taken by a grocery chain in 2022 that impacted acceptance of
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issue"), including changes in the retail landscape, as well as macroeconomic events may have masked some of these
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Rite Aid stores, which is reflective of the changing retail pharmacy landscape, will adversely impact our revenues in the year
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of 2025, we observed that one of our PBM partners began offering other third-party discount cards on their platform. This
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increased the direct competition we faced at the point-of-sale and had an adverse impact on our prescription transactions
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between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the pharmacies'
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thousands of retail pharmacy locations have closed. We derive a significant portion of our revenue from transactions
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in the first half of 2025, we observed that one of our PBM partners began offering other third-party discount cards on their
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platform. This increased the direct competition we faced at the point-of-sale and had an adverse impact on our prescription
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or health-related information) ("Confidential Information") of our business, employees, consumers or others. Any such
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certain physical, technical, and organizational measures designed to safeguard and secure our IT Systems and Confidential
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parties, or from cyber-attacks by malicious third parties, such as opportunistic hackers and hacktivists (including the
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frequently, including through the use of AI, may not be recognized until launched, and can originate from a wide variety of
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Information. Moreover, any integration of AI in our or any third party's operations, products or services is expected to pose
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new or unknown cybersecurity risks and challenges.
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collect, store, and transmit Confidential Information in the ordinary course of our business. If a computer security breach
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2026, and imposes various obligations on high-risk uses of AI. Further, the California Privacy Protection Agency has finalized
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In connection with running our business, we receive, store, use and otherwise process information that relates to
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individuals and/or constitutes “personal data,” “protected health information,” “consumer health data,” “personal information,”
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“personally identifiable information,” or similar terms under applicable data privacy laws (collectively, “Personal Information”).
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We are therefore subject to laws, regulations and other requirements relating to the privacy, security and handling of
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Laws, regulations, and other requirements relating to Personal Information, (including privacy, data protection,
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Personal Information or any inadvertent or unauthorized use or disclosure of Personal Information or other data that we
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December 31, 2025, we estimated a probable loss of $30.5 million relating to an ongoing settlement negotiation in the
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Northern District of California with respect to a class-action lawsuit involving our privacy and information sharing practices.
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Removed paragraphs (62)
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Risks Related to Our Limited Operating History and Recent Growth Rates
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fully reflected in our revenue for that quarter. The changing retail pharmacy landscape, as well as the grocer issue and the
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impact on our results of operations for the years ended December 31, 2023 and 2022 and while the impact has attenuated
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in 2024, we expect that it will continue to have a sustained adverse impact in future periods.
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70,000 pharmacies in the United States. The U.S. prescriptions market is dominated by a limited number of national and
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adverse impact on our results of operations and we expect that it will continue to have a sustained adverse impact in future
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property, proprietary business information and personal information. It is critical that we do so in a secure manner to
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organizational measures to safeguard and secure our systems to prevent a data compromise, and rely on commercially
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of confidential information or other intellectual property.
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Moreover, we and our third-party vendors collect, store and transmit sensitive data, including health-related information,
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personally identifiable information, intellectual property and proprietary business information in the ordinary course of our
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confidential and proprietary business information, intellectual property, sensitive consumer data (including health-related
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condition, and results of operations may be adversely affected. Generally, the use of AI and machine learning applications
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has in the past resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end
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February 2026. Further, the California Privacy Protection Agency is currently in the process of finalizing regulations under
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Laws, regulations and regulatory interpretations relating to privacy, data protection, marketing and advertising, and
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settlement with the FTC with respect to an investigation of our privacy and security practices which included a monetary
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settlement amount of $1.5 million and agreements to effect or maintain, as applicable, certain changes to our business
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practices, policies and compliance requirements.
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Although we work to comply with applicable laws, regulations and standards, our contractual obligations and other legal
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obligations, these requirements are evolving and may be modified, interpreted and applied in an inconsistent manner from
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one jurisdiction to another, and may conflict with one another or other legal obligations with which we must comply. Any
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failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third
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parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could
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result in additional cost and liability to us, damage our reputation, and adversely affect our business and results of
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substantially all of the assets and assembled workforce of the prescription savings business of Vivid Clear Rx, Inc. Our
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California, have adopted or are considering adopting requirements to provide significantly expanded climate-related
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disclosures which we anticipate will require us to incur significant costs related to compliance and impose increased
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There has been increasing public focus by various stakeholders, including but not limited to investors, environmental
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activists, the media and governmental and nongovernmental organizations, on a variety of ESG and other sustainability
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satisfy such evolving expectations may have various adverse impacts on our business, including reputational damage and/
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Our recent growth rates may not be sustainable or indicative of future growth.
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Our historical growth rates may not be sustainable or indicative of future growth.
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revenue may decrease, while pharma manufacturer solutions revenue may continue to grow as a percentage of total
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revenue may decrease, while pharma direct revenue may continue to grow as a percentage of total revenue in the near to
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revenue in the near to medium term. We believe that our ability to improve or maintain revenue and margins and obtain
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medium term. We believe that our ability to improve or maintain revenue and margins and sustain profitability, will depend
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profitability, will depend upon, among other factors, our ability to address the challenges, risks and difficulties described
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upon, among other factors, our ability to address the challenges, risks and difficulties described elsewhere in this Part I, Item
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elsewhere in this Part I, Item 1A, “Risk Factors” and the extent to which our various offerings grow, organically and through
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1A, “Risk Factors” and the extent to which our various offerings grow, organically and through acquisitions, and contribute to
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acquisitions, and contribute to our results of operations. We cannot provide assurance that we will be able to successfully
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our results of operations. We cannot provide assurance that we will be able to successfully manage any such challenges or
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manage any such challenges or risks to our future growth. In addition, our base of consumers may not continue to grow or
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risks to our future growth. In addition, our base of consumers may not continue to grow or may decline due to a variety of
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may decline due to a variety of risks, including increased competition, changes in the dynamics among industry participants
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risks, including increased competition, changes in the dynamics among industry participants and us, changes in the
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and us, changes in the regulatory landscape and the maturation of our business. Any of these factors could cause our
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regulatory landscape and the maturation of our business. Any of these factors could cause our revenue growth to decline
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revenue growth to decline and may adversely affect our margins and profitability. Failure to grow our revenue or improve
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and may adversely affect our margins and profitability. Failure to grow our revenue or improve margins would have a
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margins would have a material adverse effect on our business, financial condition and results of operations. You should not
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material adverse effect on our business, financial condition and results of operations. You should not rely on our historical
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rely on our historical rate of revenue growth for any prior quarterly or annual period as an indication of our future
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rate of revenue growth for any prior quarterly or annual period as an indication of our future performance.
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cold and flu trends. We may experience stronger demand for our pharma manufacturer solutions offering during the fourth
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cold and flu trends. We may experience stronger demand for our pharma direct offering during the fourth quarter of each
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quarter of each year, which coincides with pharma manufacturers' annual budgetary spending patterns. Additionally, a
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year, which coincides with pharma manufacturers' annual budgetary spending patterns. Additionally, a majority of our
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majority of our pharma manufacturer solutions revenue in any given quarter is derived from contracts entered into with our
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pharma direct revenue in any given quarter is derived from contracts entered into with our customers during previous
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customers during previous quarters. Consequently, a decline in new or renewed contracts in any one quarter may not be
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quarters. Consequently, a decline in new or renewed contracts in any one quarter may not be fully reflected in our revenue
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pricing for a subset of prescription drugs from PBMs and whose pricing we promote on our platform. This had a material
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discounted pricing for a subset of prescription drugs from PBMs and whose pricing we promote on our platform (the "grocer
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impact of COVID-19 may have masked some of these trends in recent periods and may continue to impact these trends in
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trends in recent periods and may continue to impact these trends in the future. For example, we expect that the closure of
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the future. As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened
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ending December 31, 2026. As an extension of the changing retail pharmacy landscape, we have seen and continue to
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renegotiations between pharmacies and PBMs as a result of the pharmacies' increased focuson rationalizing their
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expect heightened renegotiations between pharmacies and PBMs as a result of the pharmacies' increased focus on
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spending, which in turn has had and may continue tohave an adverse impact on our prescription transactions revenue. The
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rationalizing their spending, which in turn has had and may continue to have an adverse impact on our prescription
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cumulative effects of such factors could result in large fluctuations and unpredictability in our quarterly and annual results of
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transactions revenue. The cumulative effects of such factors could result in large fluctuations and unpredictability in our
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operations. As a result, comparing our results of operations on a period-to-period basis may not be meaningful and investors
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quarterly and annual results of operations. As a result, comparing our results of operations on a period-to-period basis may
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should not rely on our past results as an indication of our future performance.
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not be meaningful and investors should not rely on our past results as an indication of our future performance.
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insurance programs. We have made significant investments related to consumer acquisition and expect to continue to spend
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insurance programs. We have made significant investments related to consumer acquisitionand expect to continue to spend
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We rely significantly on our prescription transactions offering and may not be successful in expanding our
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We rely significantly on our prescription transactions offering and may not be successful in expanding or
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offerings within our markets, particularly the U.S. prescriptions market, or to other segments of the healthcare
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maintaining our offerings within our markets, particularly the U.S. prescriptions market, or to other segments of the
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transactions offering represented 73%,73% and 72% of our revenue for the years ended December 31,2024,2023 and
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transactions offering represented 68%,73%, and 73% of our revenue for the years ended December 31,2025,2024, and
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revenue and results of operations, particularly if we are unable to expand our offerings overall.
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revenue and results of operations, particularly if we are unable to expand our offerings overall. For example, in the first half
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We seek to expand our offerings within the prescriptions market and the pharma manufacturer solutions market in the
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We seek to expand our offerings within the prescriptions market and the pharma direct market in the United States, and
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United States, and we are actively investing in these growth areas. We also continue to focus on the optimization of our
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we are actively investing in these growth areas. We also continue to focus on the optimization of our existing partnerships
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existing partnerships and have entered into, and may in the future enter into, new or revised agreements with industry
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and have entered into, and may in the future enter into, new or revised agreements with industry participants, and have also
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participants, and have also terminated, and may in the future terminate, existing arrangements with industry participants.
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terminated, and may in the future terminate, existing arrangements with industry participants. However, expanding our
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However, expanding our offerings, entering into new markets and entering into new partnerships requires substantial
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offerings, entering into new markets and entering into new partnerships requires substantial additional resources, and our
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additional resources, and our ability to succeed is not certain. During and following periods of active investment in such
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ability to succeed is not certain. During and following periods of active investment in such offerings, markets, relationships
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offerings, markets, relationships and partnerships, we may experience a decrease in profitability or margins, particularly if
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and partnerships, we may experience a decrease in profitability or margins, particularly if the area of investment generates
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the area of investment generates lower margins than our other offerings. As we attempt to expand our offerings and optimize
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lower margins than our other offerings. As we attempt to expand our offerings and optimize our partnerships, we may need
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our partnerships, we may need to take additional steps, such as hiring additional personnel, partnering with new third parties
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to take additional steps, such as hiring additional personnel, partnering with new third parties and incurring considerable
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and incurring considerable research and development expenses, in order to pursue such expansion and optimization
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research and development expenses, in order to pursue such expansion and optimization successfully. Any such expansion
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successfully. Any such expansion and/or optimization would be subject to additional uncertainties and would likely be subject
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and/or optimization would be subject to additional uncertainties and would likely be subject to additional laws and
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results of operations could be adversely affected.
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changing retail pharmacy landscape in recent years, we have seen and continue to expect heightened renegotiations
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prescription drugs from PBMs and whose pricing we promote on our platform. This had a material adverse impact on our
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all, there would be an adverse effect on our business, financial condition, and results of operations.
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other harm to our business. While we do not believe that we have experienced a significant system failure, accident or
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the media, or individuals pursuant to various federal and state privacy and security laws, as applicable, including HIPAA as
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well as regulations promulgated by the FTC and state breach notification laws. Such breaches and allegations of such
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occurrences and mitigate past violations. In addition, such breaches have required, and may require in the future,
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respect to AI. The rapid evolution of AI and machine learning, including potential government regulation thereof, could
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regulations, regulatory interpretations, industry self-regulatory principles, industry standards or codes of conduct, regulatory
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plaintiffs. We have been, and in the future may be, subject to such litigation. We may be subject to claims that the notices
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geopolitical factors, which could harm our business, financial condition and results of operations.
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financial condition and results of operations.
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media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require
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our business, financial condition, or results of operations.
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results of operations could be materially adversely affected.
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regulations, or executive orders, it could materially adversely affect our business, reputation, results of operations, and
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industry cannot yet be fully determined, but is likely to be significant.
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transactions processed at a limited number of pharmacy chains. We have entered, and may in the future enter, into direct
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an adverse effect on our business, financial condition and results of operations.
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prospects, business, financial condition and results of operations.
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business, financial condition and results of operations could be adversely affected.
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attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and
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complied with or effective in protecting our systems and information.
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machine learning, including potential government regulation thereof, could require us to devote significant resources to
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other legal obligations relating to privacy or consumer protection, could adversely affect our reputation, brand and business,
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to such litigation, which could be costly and time-consuming to defend. Private litigants may claim that the notices and
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or practices in or affecting commerce and thus violate Section 5(a) of the FTC Act. It may also violate one or more FTC-
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are seeking to reduce companies’ efforts on ESG matters. Both advocates and opponents to certain ESG matters are
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impacts on our business, financial condition, or results of operations.
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interpretations of such legal obligations can expose us to significant fines, government investigations, litigation and
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our business, reputation, results of operations and financial condition.
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audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K and our risk factor titled
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Francisco Partners IV, L.P., Francisco Partners IV-A, L.P., Spectrum Equity VII, L.P., Spectrum VII Investment Managers’