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 (the "prescription transactions

offering"). We also offer other healthcare products and services, including subscription programs, GoodRx Pharma Direct

offering - formerly pharmaceutical ("pharma") manufacturer solutions and referred to hereafter as "pharma direct" - and

telehealth services.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles

generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange

Commission. Other than net income or net loss, we do not have any other elements of comprehensive income or loss.

Principles of Consolidation

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

subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. Intercompany balances and

transactions have been eliminated in consolidation. The results of operations and financial position of the VIEs are not

material to our consolidated financial statements. Results of businesses acquired are included in our consolidated financial

statements from their respective dates of acquisition.

Segment Reporting and Geographic Information

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 describedin "Note 2. Summary of Significant Accounting

Policies – Revenue." During the years ended December 31, 2025,2024 and 2023, all of our revenue was from customers

located in the United States. Our CODM is our principal executive officer, who is our Chief Executive Officer and President,

the role previously held by our Interim Chief Executive Officer and before that, one of our Co-Chief Executive Officers.

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 regularly provided to our CODM are on a consolidated basis as presented in the accompanying consolidated

statements of operations. At December 31, 2025 and 2024, all of our right-of-use assets and property and equipment were

in the United States.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates

and assumptions that affect the amounts reported in the 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 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 the years ended December 31, 2025 and 2024, no

customer accounted for more than 10% of our revenue. For the year ended December 31, 2023, one customer accounted

for 13% of our revenue. At December 31, 2025 and 2024, no customer accounted for more than 10% of our accounts

receivable balance.

Cash and Cash Equivalents

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 deposits are all in financial institutions in the United States. Cash and cash

equivalents consist primarily of U.S. treasury securities money market funds held with an investment bank and cash on

deposit.

Cash equivalents, consisting of U.S. treasury securities money market funds, of$164.0 million and$405.0 million at

December 31, 2025 and 2024, respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted

market prices in active markets.

Accounts Receivable and Allowance for Expected Credit Losses

Accounts receivable are recognized at the amounts due from various customers, net of allowance for expected credit

losses. We estimate our expected credit losses based on factors including known facts and circumstances, historical

experience, reasonable and supportable forecasts of economic conditions, and the age of the uncollected balances. We

write off the asset when it is determined to be uncollectible. As of December 31, 2025 and 2024, the allowance for credit

losses was not material.

Prescription Reimbursement Assets and Prescription Reimbursement Liabilities

Consumer direct pricing is an affordability solution under our pharma direct offering that allows pharma manufacturers to

use our platform to set and fund a portion of theconsumer cash price for their prescription drugs at the point of sale. We

generally require deposits from pharma manufacturers which are included as a component of prescription reimbursement

liabilities on our consolidated balance sheets and shall not be offset against other amounts owed to us. We generally invoice

pharma manufacturers for the funded amounts a month in arrears and payment is generally due within thirty days of

invoicing. Funded amounts owed to us are presented as a component of prescription reimbursement assets on our

consolidated balance sheets.

We remit reimbursements of the funded amounts to pharmacies, or intermediaries. Funded amounts owed to

pharmacies, or intermediaries, are presented as a component of prescription reimbursement liabilities on our consolidated

balance sheets. Pharmacies, or intermediaries, may also require deposits from us. These deposits are included as a

component of prescription reimbursement assets on our consolidated balance sheets and shall not be offset against other

amounts owed to them.

Prior to December 31, 2025, prescription reimbursement assets were presented as a component of prepaid expenses

and other current assets, and prescription reimbursement liabilities as a component of accounts payable andaccrued

expenses and other current liabilities. Prior period amounts have been reclassified to conform to the current period

presentation. These reclassifications had no impact on previously reported current and total assets and liabilities, total

stockholders’ equity, results of operations, or cash flows provided by operating activities.

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-

line method over the estimated useful lives of the assets, which arefive years for furniture and fixtures andthree years for

computer equipment. Leasehold improvements are depreciated on the straight-line basis over the shorter of the life of the

asset or the remaining lease term. Expenditures for repairs and maintenance are charged to general and administrative

expenses as incurred.

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. Due to

indicators of a decline in the financial condition of one of our investees, we recognized an impairment loss of$4.0 million on

one of our minority equity interest investments during the year ended December 31, 2023 which was presented as other

expense on the consolidated statement of operations for the year then ended. We otherwise have not recognized any other

impairment losses or changes resulting from observable price changes during the years ended December 31, 2025,2024,

and 2023. Equity investments included in other assets in the consolidated balance sheets was$15.0 million as of

December 31, 2025 and 2024.

Business Combinations

The results of businesses acquired in a business combination are included in the consolidated financial statements from

the date of acquisition. Acquisition accounting results in assets and liabilities of an acquired business being recognized at

their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and

liabilities assumed is recognized as goodwill.

We perform valuation of assets acquired and liabilities assumed for an acquisition and allocate the purchase price to its

respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires

management to use significant judgment and estimates including the selection of valuation methodologies, comparable

guideline public companies, and Level 3 inputs in the fair value hierarchy such as forecasts of revenue and margins and

estimates of royalty and discount rates, as applicable. We may engage the assistance of valuation specialists in concluding

on fair value measurements of certain assets acquired or liabilities assumed in a business combination. During the

measurement period, which shall not exceed one year from the acquisition date, we may adjust provisional amounts

recognized for assets acquired and liabilities assumed to reflect new information subsequently obtained regarding facts and

circumstances that existed as of the acquisition date.

Transaction costs associated with business combinations are expensed as incurred and are included in general and

administrative expenses in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired

and liabilities assumed in a business combination. We hadone reporting unit during 2025,2024, and 2023. We review

goodwill for impairment annually in thefourth quarter and whenever events or changes in circumstances indicate the

carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, we may first perform an optional

qualitative assessment. If we determine it is not more likely than not our reporting unit’s fair value is less than its carrying

value, then no further analysis is necessary. If we determine that it is more likely than not that the fair value of our reporting

unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative

impairment test, if the carrying amount of our reporting unit exceeds its fair value, we will recognize an impairment loss in an

amount equal to that excess but limited to the total amount of goodwill. No impairments were recognized in 2025,2024, or

2023. Gains and losses on the disposition of a business, which are recognized in general and administrative expenses in the

consolidated statements of operations, include the carrying amount of goodwill related to the business disposed. When a

portion of a reporting unit that constitutes a business is to be disposed of, the amount of goodwill to be included in that

carrying amount is determined based on the relative fair values of the business disposed and the portion of the reporting unit

that will be retained.

Intangible Assets

Intangible assets reflect the value of customer relationships, developed technology, trademarks, and content library

recognized in connection with our acquisitions. Purchased intangible assets are recognized at their acquisition date fair

value, less accumulated amortization. We determine the appropriate useful life of intangible assets by performing an

analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives on a

straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed, which is

reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has

occurred. In such event, we will adjust the estimated useful life and amortize the carrying value prospectively over the

adjusted remaining useful life.

Capitalized Software Costs

We account for our internal-use software costs in accordance with ASC 350-40, Internal-Use Software. Capitalization of

internal-use costs begins when the preliminary project stage is complete, management with the relevant authority authorizes

and commits to funding the project, it is probable that the project will be completed, and the software will be used for the

function intended. Capitalization of these costs ceases once the project is substantially complete and the software is ready

for its intended purpose. Costs for post-configuration training, maintenance, and minor modifications or enhancements are

included in product development and technology expenses in the consolidated statements of operations as incurred.

Capitalized internal-use costs areamortized on a straight-line basis over their estimated useful life ofthree years, which is

reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has

occurred. In such event, we will adjust the estimated useful life and amortize the carrying value prospectively over the

adjusted remaining useful life.

Leases

We account for leases in accordance with ASC 842, Leases. We have elected to account for lease and non-lease

components as a single lease component and also elected not to recognize operating lease right-of-use assets and

operating lease liabilities for leases with an initial term of twelve months or less. Lease payments for short-term leases are

recognized as lease expense on a straight-line basis over the lease term.

We determine if a contract is, or contains, a lease at inception. All of our leases are operating leases. Right-of-use

assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments,

less any tenant improvement allowance incentives when it is reasonably certain they will be received, over the lease term

discounted using our incremental borrowing rate. As none of our leases provide an implicit rate, the incremental borrowing

rate used is estimated based on what we would be required to pay for a collateralized loan over a similar term as the lease.

Lease payments include fixed payments and variable payments based on an index or rate, if any, and are recognized as

lease expense on a straight-line basis over the term of the lease. Variable lease payments not based on a rate or index are

expensed as incurred. The lease term includes options to extend or terminate the lease when it is reasonably certain they

will be exercised. Certain of our leases contain renewal options for periods of up to ten years andearly termination options

up tofive years at our election. We have not recognized any renewal or early termination options in our estimate of the lease

term as they are not reasonably certain of exercise. Right-of-use assets are evaluated for impairment in accordance with

ASC 360, Property, Plant, and Equipment, when events or changes in circumstances indicate that their carrying values may

not be recoverable. After a right-of-use asset is impaired, the remaining carrying value of the right-of-use asset is de-linked

from the lease liability and amortized on a straight-line basis over the remaining lease term. The lease liability continues to

be amortized using the same effective interest method as before the impairment. Thus, after impairment, the operating lease

no longer qualifies for the straight-line treatment of total lease expense.

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 years ended December 31, 2025, 2024, and 2023, we recognized impairment losses of$4.4 million, nil, and

$1.4 million within general and administrative expenses related to office facilities we determined to sublease. These

impairment charges were due to a significant deterioration in the sublease market and rental rates whereby the carrying

value of the asset groups were not recoverable. We otherwise have not recognized any impairment losses of our long-lived

assets for the years ended December 31, 2025,2024, and 2023.

Debt Issuance Costs and Discounts

Costs and discounts incurred in connection with the issuance of long-term debt are capitalized and amortized to interest

expense over the contractual life of the loan using the effective-interest method. These costs and discounts are recognized

as a reduction of the related long-term debt balance on the consolidated balance sheets. Costs incurred in connection with

the issuance of revolving credit facilities are recognized in other assets on the consolidated balance sheets and are

amortized to interest expense in the consolidated statements of operations on a straight-line basis over the term of the

revolving credit facility.

Income Taxes

Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the

consolidated financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the

enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

Deferred tax assets are evaluated for recoverability each reporting period by assessing all available evidence, both positive

and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is

needed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available

evidence, it is more likely than not that those deferred tax assets will not be realized. To the extent sufficient positive

evidence becomes available, all or a portion of the valuation allowance may be released in one or more future periods. A

release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and an income tax

benefit for the period in which such release is recognized.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be

sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits

recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that

has a greater than 50% likelihood of being realized. We recognize interest and penalties accrued related to our uncertain tax

positions inincome tax (expense) benefit in the consolidated statements of operations.

Revenue

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the

promised good or service is transferred to the customer in an amount that reflects the consideration for which we are

expected to be entitled to in exchange for those services. We consider pharmacy benefit managers ("PBMs"), pharmacies,

pharma manufacturers, healthcare providers, and consumers of our subscription and telehealth services, for which we have

direct contractual agreements with, to be our primary customers. Consideration paid or payable to customers is recognized

as a reduction of revenue if we do not receive a distinct good or service for which we can reasonably estimate fair value. Any

excess of consideration paid or payable to customers over the fair value of a distinct good or service is also recorded as a

reduction of revenue. The reduction of revenue is recognized at the later of when the related revenue is recognized or when

we pay or promise to pay the consideration to the customers. Given the time between us transferring a promised good or

service to the customer and the customer paying for that good or service is one year or less based on the terms of our

revenue arrangements, as a practical expedient, we do not adjust the promised amount of consideration for effects of a

significant financing component.

For contracts with customers that involve other third parties, we evaluate whether we are acting as the principal or as

the agent with respect to the goods or services provided to the customers. This principal-versus-agent assessment involves

judgment and focuses on whether the facts and circumstances of the arrangement indicate that the goods or services were

controlled by us prior to transferring them to the customer. To evaluate if we have control, we consider various factors

including whether we are primarily responsible for fulfillment, bear risk of loss and have discretion over pricing. We are the

principal when we have control of the goods or services prior to transferring them to the customer and revenue is recognized

at the gross amount of consideration we expect to be entitled to in exchange for the goods and services transferred.

Conversely, we are an agent when we do not have control of the goods or services prior to transferring them to the

customer. In such cases, we are arranging for the goods or services to be provided by another party and revenue is

recognized at the net amount of consideration retained.

For the years ended December 31, 2025,2024, and 2023, revenue comprised the following:

(1)Pharma direct revenue for the year ended December 31, 2023 included a$10.0 million contract termination

payment to a pharma direct client in connection with our restructuring activities, which was recognized as a

reduction of revenue. See "Note 17. Restructuring" for additional information.

Prescription Transactions Revenue

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. These services are free to the consumers.

Prescription transactions revenue is primarily generated from PBMs, or customers, when a prescription is filled with our

code provided through our platform. We contract with PBMs that manage formularies and prescription transactions including

establishing pricing between consumers and pharmacies. We also directly contract with select pharmacies ("partner

pharmacies") that provide consumers access to prescription pricing negotiated directly with the partner pharmacies through

our platform. The partner pharmacies are our customers in these arrangements. We do not control the prescription drugs

before they are transferred to the consumers.

Our performance obligation to our customers is to direct prescription volume through our platform for PBMs or process

consumer claims at the point of sale for partner pharmacies, which may include marketing through our mobile apps,

websites, and cards.

Contracts with customers provide that we are entitled to either a variable or fixed fee per transaction when a

prescription is filled with our code provided through our platform. Certain arrangements with customers provide that the

amount of consideration we are entitled to is based on the volume of prescription fills each month. Our performance

obligation is satisfied upon the completion of pharmacies filling prescriptions. We recognize revenue for our estimated fee

due from the customers at a point in time when a prescription is filled. We also facilitate the processing of claims on behalf of

pharmacies. The amount of consideration we are entitled to in these transactions is variable based on the type and volume

of prescriptions filled each month. Revenue is recognized at the net amount of consideration we expect to be entitled to and

at a point in time when the service is completed.

In addition, the amount of consideration for which we are entitled may be adjusted in the event that a fill is determined

ineligible, or based upon other adjustments allowed under the contracts with customers. We estimate the amount expected

to be entitled to using the expected value method based on historical experience of the number of prescriptions filled,

ineligible fills and applicable rates. We generally receive payment from our customers within thirty days of the month end in

which the prescriptions were filled. However, portions of payments may not be received for up to one year to the extent of

adjustments for ineligible fills.

Prescription transactions revenue also includes fees earned from prescription delivery solutions from our contracts with

pharmacies and healthcare providers. Our performance obligation is to deliver prescriptions to consumers and we are

generally entitled to a variable fee per delivery, based on distance and timing of the delivery. We control the delivery services

offered to our customers. Revenue is recognized at the gross amount of consideration we expect to be entitled to for the

delivery service and at a point in time when the prescription drugs are delivered.

We periodically offer incentives to consumers for our prescription transactions offering, principally in the form of

discounts to a limited number of consumers on a limited number of prescription drugs for a limited time ("limited marketing

promotions") that reduce prices on prescription drugs to acquire, re-engage, or generally increase consumer utilization of our

platform. None of our contracts with customers require us to provide discounts to consumers. Consumer discounts on

prescription drugs where our customers are the partner pharmacies are recognized as a reduction of revenue. For consumer

discounts on prescription drugs where our customers are the PBMs, we evaluate whether such discounts represent

payments to a customer, which are recognized as a reduction of revenue if no distinct benefit is received, or, whether the

discounts relate to limited marketing promotions, which are recognized as sales and marketing expenses. We consider

various factors including whether the discounts are made available for a limited time on a limited number of prescription

drugs, consumer eligibility requirements, whether discounts are targeted towards consumer transactions with specific

partner pharmacies or PBMs, and whether there is involvement or reasonable expectations of our customers with regards to

the discounts.

All our consumer incentives are recognized at the time the prescription is filled. In December 2023, we implemented a

change in some aspects of our consumer incentives program whereby the incentives are no longer limited marketing

promotions and we believe our customers can now reasonably expect to benefit from these incentives. As a result, all

consumer discounts subsequent to this change were recognized as a reduction of prescription transactions revenue.

Consumer incentives recognized as a reduction of revenue were$11.2 million in 2025,$11.5 million in 2024, and$8.8

million in 2023. Consumer incentives recognized as sales and marketing expenses werenot material in 2025 and 2024, and

were$27.3 million in 2023.

Subscription Revenue

Subscription revenue is generated from consumers that subscribed to our subscription offerings ("subscribers"),

GoodRx Gold (“Gold”), RxSmartSaver+ powered by GoodRx ("RxSmartSaver+") which launched in July 2025, Kroger Rx

Savings Club powered by GoodRx (“Kroger Savings”), and condition-specific subscription programs which first launched in

June 2025.

Under Gold and RxSmartSaver+, subscribers pay an upfront fee to purchase a monthly or annual subscription that

provides access to lower prices for prescriptions and, for Gold subscribers only, telehealth visits. Subscribers can cancel

their subscriptions at any time. Under Gold and RxSmartSaver+, monthly and annual subscription feesare nonrefundable to

the subscriber after the first thirty days. We recognize revenue for both Gold and RxSmartSaver+ on a straight-line basis

over the subscription period.

Under Kroger Savings, subscribers paid an annual upfront fee, a portion of which we shared with Kroger, for a

subscription that provided access to lower prices on prescriptions at Kroger pharmacies. Subscribers were able to enroll in

Kroger Savings through July 1, 2023 and the offering sunset in July 2024. Kroger Savings subscription fees were

nonrefundable to the subscriber after the first thirty days unless we canceled the subscription, in which case the subscriber

was entitled to a pro rata refund. We recognized revenue for Kroger Savings on a straight-line basis over the subscription

period, net of the fee shared with Kroger.

Under our condition-specific subscription programs, subscribers pay a fixed upfront fee for telehealth services for

certain chronic conditions, including erectile dysfunction, weight management, and hair loss, delivered by our network of

qualified medical professionals. Subscription terms range from one to twelve months and subscription fees are

nonrefundable. We control the telehealth services offered to our consumers. For certain condition-specific related

subscription programs, the fixed upfront fee may also include medications prescribed, when medically appropriate, which

are shipped directly to the consumers. In such cases, we control the entire offering including the prescribed medications

prior to transferring it to the consumers. Our performance obligations include the provision of telehealth services and the

fulfillment and delivery of prescribed medications, as applicable, in which cases the transaction price is allocated to each

performance obligation on a relative stand-alone selling price basis. Revenue related to the telehealth services is recognized

over the service period during which the contractual rights are expected to be exercised. Revenue for the prescribed

medications, as applicable, is recognized at a point in time upon delivery to the consumer.

Pharma Direct Revenue

Pharma direct revenue consists primarily of advertisements purchased by pharma manufacturers and other customers

that appear on our apps and websites. Revenue for advertisements based on a fixed fee for a specified period of time is

recognized ratably over the term of the arrangement. Customers may also purchase advertisements where we charge fees

on a cost-per-click basis, advertisements placed in our direct mailers, or other content used in advertising. Revenue for

these arrangements is recognized at a point in time when the advertisements are clicked, when the direct mailers are

shipped or when other content used in advertising is delivered, respectively.

Pharma manufacturers can also integrate their affordability solutions, such as co-pay cards, patient assistance

programs, consumer direct pricing (formerly point of sale discount programs), and other savings options onto our platform so

that consumers can access certain medications. Our performance obligation is to connect consumers with our customers.

We receive a fixed or variable fee per transaction when consumers purchase a prescription drug. Revenue is recognized at

a point in time when the prescription is filled. We do not control the prescription drugs prior to transferring to the consumers.

We generally invoice customers in advance, in the month after the services are rendered, or in accordance with other

specific contractual provisions. Payments are due generally within thirty to ninety days of invoice but may extend up to

twelve months for a limited number of contracts. For additional information regarding consumer direct pricing, see "Note 2.

Summary of Significant Accounting Policies – Prescription Reimbursement Assets and Prescription Reimbursement

Liabilities."

In addition, pharma direct revenue in 2023 included fees generated when pharmacies filled prescriptions for products

sold by pharma manufacturers via our pharmacy services solution acquired through our acquisition of vitaCare Prescription

Services, Inc. ("vitaCare") in 2022. We were entitled to a fixed fee per prescription from the pharma manufacturer for each of

their patients assisted by us. Revenue for these arrangements was recognized at a point in time when the prescriptions

were processed and filled through our pharmacy services solution. In 2023, we de-prioritized certain solutions under our

pharma direct offering, which, among others, included solutions supported by vitaCare. See "Note 17. Restructuring" for

additional information.

Other Revenue

Other revenue consists principally of telehealth revenue. Telehealth revenue consists of revenues generated from

consumers who complete a telehealth visit with a member of our network of qualified medical professionals. We control the

telehealth services offered to our consumers. Consumers pay a fee per telehealth visit and we recognize the fee as revenue

at a point in time when the visit is complete.

Cost of Revenue

Cost of revenue consists primarily of costs related to outsourced consumer support; healthcare provider costs; costs

related to prescriptions delivered; personnel costs, including salaries, benefits, bonuses, and stock-based compensation

expense, for our consumer support employees; hosting costs; merchant account fees; processing fees; allocated overhead;

and as applicable, fulfillment costs for certain solutions provided to customers under our pharma direct offering. Cost of

revenue excludes depreciation and amortization of capitalized software development costs, developed technology, and other

hosting and data infrastructure equipment used to operate our platform, which are included in depreciation and amortization

in the consolidated statements of operations.

Product Development and Technology

Costs related to the development of products are charged to product development and technology expense as incurred.

Product development and technology expense consists primarily of personnel costs, including salaries, benefits, bonuses,

and stock-based compensation expense, for employees involved in product development activities; costs related to third-

party services and contractors associated with product development, information technology and software-related costs; and

allocated overhead. Product development and technology costs also include, asapplicable, losses from the disposal of

capitalized development costs related to internal-use software that are not yet ready for their intended use.

Sales and Marketing

Sales and marketing costs consist primarily of advertising, marketing and promotional expenses for consumer

acquisition and retention including certain consumer discounts that are expensed as incurred. Production costs are

expensed as of the first date the advertisement takes place. Advertising costs were$203.3 million,$211.4 million, and

$198.8 million for the years ended December 31, 2025,2024, and 2023, respectively.

Sales and marketing expenses also include personnel costs, including salaries, benefits, bonuses, stock-based

compensation expense, and sales commissions, for sales and marketing employees; costs related to third-party services

and contractors; marketing software-related costs; and allocated overhead. Sales commissions are expensed as incurred.

General and Administrative

General and administrative costs are expensed as incurred and primarily include personnel costs, including salaries,

benefits, bonuses, and stock-based compensation expense, for executive, finance, accounting, legal, and human resources

functions; credit losses for accounts receivable; as well as professional fees; occupancy costs; other general overhead

costs; andas applicable, loss on operating lease assets and legal settlement charges, net of insurance recoveries.

Depreciation and Amortization

Our depreciation and amortization expenses include depreciation of property and equipment, and amortization of

capitalized internal-use software costs and intangible assets.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are

classified into the following hierarchy:

When determining the fair value measurements for assets and liabilities which are required to be measured at fair

value, we consider the principal or most advantageous market in which to transact and the market-based risk. Goodwill,

intangible assets and other long-lived assets, and equity investments are measured at fair value on a nonrecurring basis,

only if impaired. The carrying amounts reported in the consolidated financial statements approximate the fair value for

accounts receivable, prescription reimbursement assets and liabilities, accounts payable, and accrued liabilities, due to their

short-term nature. The estimated fair value of our debt, which is based on inputs categorized as Level 2 in the fair value

hierarchy, approximated its carrying value as of December 31, 2025 and 2024.

Stock-Based Compensation

Compensation cost is allocated to cost of revenue, product development and technology, sales and marketing, and

general and administrative expenses in the consolidated statements of operations for stock options and restricted stock units

(“RSUs”) based on the fair value of these awards at the date of grant. For awards that vest based on continued service,

stock-based compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the

vesting period of the awards. For awards with performance vesting conditions, stock-based compensation cost is recognized

on a graded vesting basis over the requisite service period when it is probable the performance condition will be achieved,

with a cumulative adjustment for the portion of the service period that occurred for the period prior to the performance

condition becoming probable of being achieved. The requisite service period for awards with service and performance

conditions is the longer of the service period or the performance period. The grant date fair value of stock options that

contain service or performance conditions is estimated using the Black-Scholes option-pricing model and the grant date fair

value of RSUs that contain service or performance conditions is estimated based on the fair value of our common stock.

Forfeitures are recognized when they occur.

Determining the fair value of stock-based awards requires judgment. The Black-Scholes option-pricing model is used to

estimate the fair value of stock options, while the fair value of our common stock at the date of grant is used to measure the

fair value of RSUs. The assumptions used in the Black-Scholes option-pricing model requires the input of subjective

assumptions and are asfollows:

•The fair value of common stock is determined on the grant date using the closing price of our Class A common

stock.

•Expected volatility is based on a blended approach that utilizes our historical and implied volatility for periods in

which we have sufficient information and the historical and implied volatility of a publicly traded peer group

based on daily price observations over a period equivalent to the expected term of the stock option grants.

•The expected term is based on historical and estimates of future exercise behavior. For stock options

considered to be “plain vanilla” options, the expected term is based on the simplified method, as our historical

share option exercise experience does not provide a reasonable basis upon which to estimate the expected

term. Substantially all of our stock options granted are considered to be "plain vanilla" options.

•The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that

approximates the expected term of the options.

•The dividend yield is based on our current expectations of dividend payouts.

The assumptions used in our Black-Scholes option-pricing model represent management’s best estimates. These

estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different

assumptions are used, our stock-based compensation could be materially different in the future.

Basic and Diluted Earnings (Loss) Per Share

We have two classes of common stock, Class A and Class B. Basic and diluted earnings (loss) per share attributable to

common stockholders of our Class A and Class B common stock are the same because they are entitled to the same

liquidation and dividend rights.

We compute earnings (loss) per share using the two-class method required for participating securities. The two-class

method requires net income to be allocated between common stock and participating securities based upon their respective

rights to receive dividends as if all income for the period had been distributed. In periods where we have net losses, losses

are not allocated to participating securities as they are not required to fund the losses.

Basic earnings (loss) per share is computed by dividing net income or loss attributable to common stockholders by the

weighted average number of common shares outstanding during the period. Weighted average number of common shares

outstanding includes contingently issuable shares where there is no circumstance under which those shares would not be

issued.

We compute diluted earnings or loss per share under a two-class method. For periods when we have net income, net

income is reallocated between common stock, potential common stock and participating securities. Stock-based awards that

contain vesting provisions contingent on achievement of performance or market conditions are included in the computation

of diluted earnings per share, if dilutive, from the beginning of the period or date of issuance if later, if all necessary

conditions to vest have been satisfied during the period. If all conditions have not been met by the end of the period, dilutive

earnings per share includes the number of shares that would be issuable if the end of the period were the end of the

contingency period. Potential common stock principally includes stock options, RSUs, and common stock resulting from

early exercise of stock options computed using the treasury stock method. For periods where we have net losses, diluted

loss per share is the same as basic loss per share, because potentially dilutive shares are excluded from the computation of

loss per share as their effect is anti-dilutive.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncement

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 is 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. We adopted this ASU effective for the year

ended December 31, 2025, on a retrospective basis which resulted in additional income tax disclosures that can be found

within "Note 11. Income Taxes."

Recently Issued Accounting Pronouncements -Not Yet Adopted

In September 2025, the FASB issued 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 is probable 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 and related disclosures.

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 plan to adopt the

standard from January 1, 2026, and we do not expect the adoption to have a material impact 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 statements disclosures.

3. Business Combinations and Disposition

Business Combinations

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

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

consolidated financial statements.

ScriptDrop

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

("ScriptDrop"), a prescription delivery technology platformfor$13.4 million incash. 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-endexperience.

VCRx

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.

Disposition

vitaCare Prescription Services, Inc.

In August 2023, our board of directors (our "Board") approved a plan to de-prioritize certain solutions under our pharma

direct offering, which, among others, included solutions supported by vitaCare Prescription Services, Inc that we acquired in

2022. See "Note 17. Restructuring" for additional information.

2023. 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)Other current assets werenot material as of December 31, 2025 and 2024.

5. Property and Equipment, Net

Property and equipment, net consists of the following:

For the years ended December 31, 2025,2024, and 2023, depreciation expense was$4.2 million,$4.5 million, and$4.8

million, respectively.

6. Goodwill

The following table presents changes in the carrying amount of goodwill:

7. Intangible Assets, Net

The following tables present details of our intangible assets, net:

For the years ended December 31, 2025,2024, and 2023, amortization expense was$11.9 million,$8.8 million, and

$59.0 million, respectively. Amortization of intangible assets acquired in connection with vitaCare was accelerated during the

year ended December 31, 2023 as we de-prioritized certain solutions under our pharma direct platform for which these

intangible assets supported. See "Note 17. Restructuring" for additional information.

At December 31, 2025, the expected amortization of intangible assets, net for future periods is as follows:

8. Capitalized Software, Net

The following table presents details of our capitalized software, net as follows:

For the years ended December 31, 2025,2024, and 2023, amortization expense was$69.1 million,$56.2 million, and

$43.9 million, respectively. Amortization had not started on$19.6 million of capitalized software costs that were not yet ready

for intended use as of December 31, 2025.

At December 31, 2025, the expected amortization of capitalized software, net that has been placed into service for

future periods is as follows:

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of thefollowing:

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

customers and subscriptions. Deferred revenue is substantially recognized as revenue within the subsequent twelve

months.

10. Leases

Our leases consist of office facilities under noncancelable operating lease arrangements that expireat various dates

through 2036. Our leases do not contain any material (i) non-lease components, (ii) variable lease costs, (iii) short-term

lease expenses, (iv) residual value guarantees or (v) material restrictive covenants.

For the years ended December 31, 2025,2024, and 2023, lease expense of$8.3 million,$8.1 million, and$8.0 million,

respectively, was included in costs and operating expenses in the consolidated statements of operations.

For the years ended December 31, 2025,2024, and 2023, cash paid for amounts affecting the measurement of our

operating lease liabilities included in cash flows from operating activities was$10.2 million,$9.7 million (excluding

$1.7 million of cash collected from lease incentive receivable), and$7.1 million, respectively.

As of December 31, 2025 and 2024, the weighted average remaining lease term was 6.9 years and 7.0 years,

respectively, and the weighted average discount rate was 7.2% and 7.0%, respectively.

The following table presents maturities of operating lease liabilities at December 31, 2025:

The estimated operating lease payments included in the table above for 2026 have been reduced by expected lease

incentives for leasehold improvements of$5.1 million.

11. Income Taxes

The components of our income taxes are asfollows:

The following is a reconciliation of the U.S. federal statutory rate of 21.0% to our effective income tax rate:

(1)The states that contribute to the majority (greater than 50%) of the tax effect in this category include California,

Florida, Georgia, Illinois, Michigan, Minnesota, New Jersey, New York, Pennsylvania, and Texas for 2025;

California, Illinois, New Jersey, New York, Pennsylvania, and Texas for 2024; and California for 2023.

Deferred tax assets, net consist of the following:

(1)Certain prior period amounts have been reclassified to conform to current period presentation. These

reclassifications had no impact on previously reported total deferred tax assets.

The components ofincome taxes paid, net of refunds received are as follows:

(1)State and local income taxes paid to any jurisdiction did not exceed 5% of total income taxes paid, net of refunds

received.

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. We completed our assessment of the impact from the OBBBA

and recorded the effects to our income tax expense for the year ended December 31, 2025. Specifically, the tax effects were

principally a timing difference between current and deferred taxes due to our election to deduct 2025 domestic research and

development expenditures as incurred and to amortize previously capitalized and unamortized domestic research and

development expenditures over two years. OBBBA did not have a material impact on our 2025 effective income tax rate.

We recognized total excess tax expense of $8.8 million,$3.7 million, and$7.1 million associated with equity award

exercises and vesting inincome tax (expense) benefit for the years ended December 31, 2025,2024, and 2023,

respectively.

We consider all available positive and negative evidence in our assessment of the recoverability of our net deferred tax

assets each reporting period. In 2021, we had cumulative three-year pre-tax losses adjusted for permanent book to tax

adjustments principally from substantial excess tax benefits realized in 2021 and 2020 and thus recognized a full valuation

allowance against our net deferred tax assets in excess of amortizable goodwill which we maintained through the end of

2022. During 2023, we determined that a valuation allowance against the majority of our net deferred tax assets was no

longer required primarily due to sustained tax profitability (pre-tax earnings or loss adjusted by permanent book to tax

differences), which was objective and verifiable evidence, and anticipated future earnings. As a result, we released

$54.6 million of our valuation allowance and recognized it as an income tax benefit in the consolidated statement of

operations for the year ended December 31, 2023.

As of December 31, 2025 and 2024, our valuation allowance is attributable to certain capital and standalone tax filings'

net deferred tax assets which are not more likely than not to be realized in the future. Our judgment regarding the need for a

valuation allowance may reasonably change in future reporting periods due to many factors, including changes in the level

of tax profitability that we achieve, changes in tax laws or regulations, and price fluctuations of our Class A common stock

and its related future tax effects from our outstanding equity awards.

At December 31, 2025, we had U.S. federal net operating loss carryforwards ("NOLs") of$21.3 million available to

reduce future federal income taxes which are carried over indefinitely but utilization is subject to an 80% taxable income

limitation. At December 31, 2025, we also had state NOLs of$123.3 million available to reduce future state income taxes

which will expire in varying amounts beginning 2029. Additionally, as of December 31, 2025, we had state research tax

credits carryforwards of$25.5 million,$25.4 million of which generally may be carried forward indefinitely.

At December 31, 2025, tax years 2022 and forward were subject to examination by the Internal Revenue Service

(“IRS”), and tax years 2021 and forward were subject to examination by the various state taxing jurisdictions in which we are

subject to tax. At December 31, 2025, we were not subject to any federal or state income tax audits.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

As of December 31, 2025, we had gross unrecognized tax benefits of approximately$15.2 million,$13.4 million of

which, if recognized, would impact our effective tax rate.

As of December 31, 2025 and 2024, accrued interest and penalties related to uncertain tax positions were not material.

12. Debt

Prior to the July 10, 2024 amendment described below, our First Lien Credit Agreement (as amended from time to time,

the "Credit Agreement") provided for (i) a$700.0 million term loan with a maturity date of October 10, 2025 (“First Lien Term

Loan Facility”); and (ii) a revolving credit facility for up to$100.0 million (the “Revolving Credit Facility”) with a maturity date

of July 11, 2025.

On July 10, 2024, we entered into the Sixth Amendment to First Lien Credit Agreement (the "Sixth Amendment") to,

among other things, (i) establish a$500.0 million term loan (the “2024 Term Loan Facility”) that matures on July 10, 2029 (ii)

extend the maturity on$88.0 million of the Revolving Credit Facility to April 10, 2029 and (iii) immaterially modify certain

covenants. The remaining$12.0 million of the Revolving Credit Facility not subject to the maturity extension matured on July

11, 2025. Concurrent with the closing of the Sixth Amendment, we repaid the First Lien Term Loan Facility in full using all of

the proceeds from the 2024 Term Loan Facility (after giving effect to a$22.8 million cashless roll by continuing lenders) and

cash on hand. The 2024 Term Loan Facility and the Revolving Credit Facility are collateralized by substantially all of our

assets and 100% of the equity interest of GoodRx.

The 2024 Term Loan Facility bears interest, at our option, at either (i) a term rate based on the Secured Overnight

Financing Rate (“SOFR”), subject to a “floor” of 0.00%, plus a margin of 3.75%; or (ii) an alternate base rate plus a margin of

2.75%. Interest is paid monthly. The 2024 Term Loan Facility requires quarterly principal payments of$1.25 million beginning

with the quarter ended March 31, 2025, with any remaining unpaid principal and any accrued interest due upon maturity. We

may make voluntary prepayments of the 2024 Term Loan Facility from time to time, and we are required in certain instances

related to asset dispositions, casualty events, non-permitted debt issuances and annual excess cash flow, to make

mandatory prepayments of the 2024 Term Loan Facility.

In connection with the Sixth Amendment, we recognized a$2.1 million loss on the extinguishment of debt related to the

write-off of a portion of existing unamortized debt issuance costs and discounts. Third-party transaction costs incurred

related to the 2024 Term Loan Facility was$4.7 million, of which$2.7 million were expensed as incurred as other expense in

our consolidated statement of operations for the year ended December 31, 2024. The remaining third-party transaction costs

along with a$5.0 million original issue discount were presented as a reduction of debt, net on our consolidated balance

sheet as of December 31, 2025 and 2024.

The effective interest rate on our term loans for the years ended December 31, 2025,2024, and 2023 was 8.55%,

9.05%, and 8.46%, respectively.

We hadno borrowings against the Revolving Credit Facility as of December 31, 2025 and 2024. Borrowings under our

Revolving Credit Facility, if any, bear interest, at our option, at either (i) Term SOFR plus a margin ranging from 2.50% to

3.00%; or (ii) an alternate base rate plus a margin ranging from 1.50% to 2.00%, each with the applicable margin dependent

on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). We incur a commitment fee ranging from 0.25%

to 0.50% per annum, depending on our First Lien Net Leverage Ratio, on any unused commitments. In addition, the

Revolving Credit Facility has a fixed fronting fee of 0.125% per annum for aggregate undrawn and disbursed but

unreimbursed letters of credit.

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

December 31, 2025 and 2024, respectively, which reduces our available borrowings under the Revolving Credit Facility. The

outstanding letters of credit principally relate to a facility lease and is eligible to decrease by 10% of the then outstanding

amount per year, commencing in 2023.

Our debt balance is as follows:

As of December 31, 2025, we were subject to a financial covenant requiring maintenance of a First Lien Net Leverage

Ratio 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. Additionally, GoodRx is restricted from making dividend payments, loans, or advances to us. At December 31,

2025, we were in compliance with our covenants.

The following table presents details of the future principal payments under our 2024 Term Loan Facility at December 31,

2025:

13. Commitments and Contingencies

Refer to “Note 10. Leases” and “Note 12. Debt,” for details of contractual obligations for our non-cancelable operating

leases and principal payments under our debt agreements, respectively.

Purchase Commitments

As of December 31, 2025, we had several commitments with remaining terms in excess of one year with a variety of

vendors for services to be used in the ordinary course of business totaling$10.4 million. We expect the majority of these

commitments to be spent roughly evenly per annum through 2027. Additionally, in January 2026, we signed a 3-year

agreement for cloud hosting services pursuant to which we committed to spend a total ofapproximately$6.4 million through

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 December

31, 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, during 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 consolidated balance sheet as of December 31, 2025. On November

19, 2025, together with another party named in the class action lawsuit, we filed an amended settlement agreement. On

November 26, 2025, plaintiffs filed a motion for preliminary approval of the class settlement. On January 16, 2026, the court

denied the motion for preliminary approval of the settlement, requesting additional information from the plaintiffs. The terms

of the amended settlement agreements were reflective of the aggregate probable loss recorded in connection with this

matter and, as such, we did not accrue for any additional amounts. 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 our estimates.

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. On February 5, 2026, the court entered an order on our motion

for summary judgment, directing that judgment be entered dismissing plaintiff’s claims as time-barred.

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. Aside from

the consumer privacy class action matter, 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 9. 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.

14. Stockholders' Equity

Common Stock

We have two classes of authorized and outstanding common stock: Class A common stock and Class B common stock.

The rights of the holders of the Class A common stock and Class B common stock are identical except for voting and

conversion rights. The holders of the Class A common stock are entitled toone vote per share and the holders of the Class

B common stock are entitled to 10 votes per share. Each share of Class B common stock is convertible intoone share of

Class A common stock at any time at the option of the holder and will automatically convert to Class A common stock upon

any transfer, except for certain permitted transfers. All Class B common stock will convert automatically into an equivalent

number of Class A common stock upon the earlier of (i) September 25, 2027; or (ii) the first date the aggregate number of

shares of Class B common stock cease to represent at least 10% of the aggregate outstanding shares of common stock.

During the years ended December 31, 2025,2024, and 2023, 42.9 million,24.9 million, and 12.0 million shares of Class B

common stock were converted into an equivalent number of shares of Class A common stock, respectively.

Share Repurchases

On February 23, 2022, our 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 December 31, 2025, we had

$72.9 million available for future repurchases of our Class A common stock under this repurchase program.

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 IV, L.P. and Francisco Partners IV-A (collectively, "Francisco Partners"), Idea Men,

LLC, 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 20.0 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.

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 Francisco

Partners and 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. These repurchases closed on March 11, 2024 for an aggregate consideration of$151.4 million,

inclusive of direct costs and estimated excise taxes associated with these transactions.

In November 2023, we repurchased 12.0 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 Spectrum at a

price of$5.47 per share, representing a discount from our closing share price of$5.76 on the date of the transaction

execution. The repurchase closed on November 27, 2023 for an aggregate consideration of$65.9 million, inclusive of direct

costs and estimated excise taxes associated with the transaction.

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:

(1)Includes direct costs andestimated excise taxes associated with share repurchases.

15. Stock-Based Compensation

Employee Equity Incentive Plans

Our Board or its compensation committee is authorized to grant stock-based awards under an approved equity

incentive plan adopted in 2020 (the “2020 Plan”), which may be issued as awards covering either Class A or Class B

common stock. Notwithstanding anything to the contrary in the 2020 Plan, no more than 300.0 million shares of common

stock (either Class A or Class B common stock) may be issued pursuant to the exercise of incentive stock options under the

2020 Plan.

The number of shares available for issuance under the 2020 Plan will increase annually on the first day of each

calendar year beginning January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i)5% of the

aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately

preceding calendar year and (ii) such smaller number of shares as is determined by our Board.

At December 31, 2025,83.6 million shares were available for issuance under the 2020 Plan.

We also allow our employees to participate in a stockholder-approved employee stock purchase plan ("ESPP"). The

stock-based compensation cost related to ESPP isnot material to our consolidated financial statements. At December 31,

2025,27.5 million shares were available for issuance under the ESPP.

Stock Options

Stock options granted for newly-hired employees generally vest as to 25% of the total award on the first anniversary of

the employment start date, and thereafter ratably quarterly over the remaining three-year period. Annual refresh stock option

grants for employees generally vest quarterly over afour-year period. In limited circumstances, stock option grants to senior

level executives may have early exercise rights and shorter vesting terms than the aforementioned. All stock options have a

ten-year term. Stock options granted do not include any forfeitable or non-forfeitable dividend equivalent rights.

In April 2023, our Board appointed Scott Wagner as our Interim Chief Executive Officer. In May 2023, our Board granted

Mr. Wagner a stock option award covering 3.0 million shares of our Class A common stock with a grant date fair value of

$9.6 million that vests intwelve equal monthly installments. In March 2024, our Board granted Mr. Wagner a stock option

award covering 0.9 million shares of our Class A common stock with a grant date fair value of$4.0 million that vests ineight

equal monthly installments. As of December 31, 2024, all stock option awards of Mr. Wagner were fully vested and

exercisable.

In December 2024, our Board appointed Wendy Barnes as our Chief Executive Officer and President, effective January

1, 2025, succeeding Mr. Wagner. In connection with her appointment, Ms. Barnes, among other compensation, received a

stock option award covering 2.8 million shares of our Class A common stock with a grant date fair value of$9.0 million. The

stock option award is early exercisable and vests with respect to 25% of the total award on January 15, 2026, and thereafter

quarterly over the remaining three-year period.

A summary of the stock option activity is as follows:

The weighted average grant date fair value per share of stock options granted for the years ended December 31, 2025,

2024, and 2023 was$3.01,$4.75, and$3.70, respectively. The aggregate intrinsic value of options exercised for the years

ended December 31, 2025,2024, and 2023 was$0.1 million,$8.0 million, and$5.8 million, respectively. The fair value of

stock options that vested during the years ended December 31, 2025,2024, and 2023 was$17.3 million,$26.2 million, and

$28.8 million, respectively.

All stock options outstanding at December 31, 2025 were options to purchase shares of Class A common stock. The fair

value of option awards issued with service or performance vesting conditions are estimated on the grant date using the

Black-Scholes option pricing model. The following table summarizes the assumptions used:

For the years ended December 31, 2025,2024, and 2023, the stock-based compensation expense related to stock

options was$19.6 million,$25.7 million, and$26.1 million, respectively. At December 31, 2025, there was$33.0 million of

total unrecognized stock-based compensation cost related to stock options, which is expected to be recognized over a

weighted average remaining service period of 2.8 years.

Restricted Stock Units

A summary of the Restricted Stock Unit activity is asfollows:

For the years ended December 31, 2025,2024, and 2023, the fair value of RSUs that vested was$68.6 million,$130.4

million, and$137.5 million, respectively.

Restricted Stock Units for Class A Common Stock

RSUs granted for newly-hired employees generally vest as to 25% of the total award on the first anniversary of the

employment start date, and thereafter ratably quarterly over the remaining three-year period. Annual refresh RSUs granted

to employees generally vest quarterly over afour-year period. In limited circumstances, RSU grants to senior level

executives may have shorter vesting terms than the aforementioned.

For the years ended December 31, 2025,2024, and 2023, total stock-based compensation expense related to RSUs

was$56.4 million,$68.0 million, and$57.0 million, respectively. At December 31, 2025, there was$118.5 million of total

unrecognized stock-based compensation cost related to these RSUs, which is expected to be recognized over a weighted

average remaining service period of 2.6 years.

Restricted Stock Units for Class B Common Stock

In September 2020, our Board granted RSUs covering an aggregate of 24.6 million shares of Class B common stock to

our Co-Founders (the “Founders Awards”), subject to the completion of our initial public offering and continued employment

through the applicable vesting dates. Each of our Co-Founders received (i)8.2 million RSUs that vest based on the

achievement of certain stock price goals and the settlement of shares is to be deferred by three-years from the applicable

vesting date (the “Performance-Vesting Founders Awards”) and (ii)4.1 million RSUs that vest and settle in equal quarterly

installments over four years (the “Time-Vesting Founders Awards”), subject to certain vesting acceleration terms including to

satisfy certain tax withholding obligations at the time of vesting. The grant date fair value of these awards totaled$533.3

million, of which$213.5 million related to the Time-Vesting Founders Awards and$319.8 million related to the Performance-

Vesting Founders Awards.

All of the Performance-Vesting Founders Awards vested in October 2020 and we settled 0.7 million RSUs to satisfy

certain tax withholding obligations at that time. At the time of vesting, the remaining 15.7 million vested shares were

contingently issuable where there was no circumstance under which those shares would not be issued. In October 2023, we

net settled the remaining 15.7 million vested shares and remitted cash consideration of$44.5 million on behalf of our Co-

Founders to the relevant tax authorities to satisfy income tax withholding obligations. We withheld an aggregate of 8.1

million shares of our Class B common stock and delivered an aggregate of 7.6 million shares of our Class B common stock

to our Co-Founders to net settle the award which was automatically converted to an equivalent number of shares of Class A

common stock on the settlement date.

During the years ended December 31, 2024 and 2023, we recognized$4.4 million and$20.5 million of stock-based

compensation expense, respectively, related to the Founders Awards. Stock-based compensation expense related to the

Founders Awards was fully recognized as of December 31, 2024.

16. Basic and Diluted Earnings (Loss) Per Share

The computation ofearnings (loss) per share for the years ended December 31, 2025,2024, and 2023, is as follows:

The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings (loss)

per share for the periods presented because including them would have been anti-dilutive:

17. Restructuring

From time to time, we implement restructuring plans and other cost savings initiatives, which may include workforce

reductions as well as re-balancing of products and services. These restructuring activities are part of our strategic focus on

scaling and re-balancing our cost structure to drive improved profitability.

The following table summarizes restructuring related costs by type incurred for the years ended December 31, 2025,

2024, and 2023:

(1)For the year ended December 31, 2024, non-cash charges principally relate to a$6.8 million loss on disposal of

software license used to support the product feature that was sunset and presented within sales and marketing

expenses in the consolidated statement of operations.

(2)For the year ended December 31, 2023, non-cash charges principally relate to (i)$46.7 million amortization of

acquired intangible assets related to vitaCare and capitalized internal-use software that were accelerated through

December 31, 2023 and presented within depreciation and amortization in the consolidated statement of

operations; and (ii) a$7.0 million loss on the disposal of certain capitalized software that were not yet ready for

their intended use and presented within product development and technology expenses in the consolidated

statement of operations.

(3)Cash charges on personnel related costs consist of termination charges arising from severance obligations,

continuation of salaries and benefits over a notification period during which impacted employees did not provide

active service, and other customary employee benefit payments in connection with a reduction in force. For the

year ended December 31, 2025,$3.7 million of these costs were recognized in product development and

technology,$3.2 million in sales and marketing with the remainder primarily in general and administrative expenses

in the consolidated statement of operations. For the year ended December 31, 2024, the majority of these costs

were recognized in product development and technology expenses in the consolidated statement of operations. For

the year ended December 31, 2023,$4.5 million of these costs were recognized in cost of revenue,$2.4 million in

product development and technology,$2.2 million in sales and marketing with the remainder in general and

administrative expenses in the consolidated statement of operations.

(4)For the year ended December 31, 2023, this cash payment relates to the termination of certain contracts with a

pharma direct client, which was recognized as a reduction of revenue in the consolidated statement of operations.

Asof December 31, 2025 and 2024, the liability associated with our restructuring related activities was not material.

18. Condensed Financial Information of Parent Company

GoodRx Holdings, Inc. has no material assets or standalone operations other than its ownership in its consolidated

subsidiaries. Under the terms of debt agreements entered into by GoodRx, a wholly-owned subsidiary of GoodRx

Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc., GoodRx is restricted from

making dividend payments, loans, or advances to GoodRx Intermediate Holdings, LLC and GoodRx Holdings, Inc. These

restrictions have resulted in the restricted net assets (as defined in Rule 1-02 of Regulation S-X) of GoodRx and its

subsidiaries to exceed 25% of the consolidated net assets of GoodRx Holdings, Inc. and its subsidiaries.

The condensed financial information is presented on a “parent-only” basis, and GoodRx Holdings, Inc.’s investment in

its subsidiary is stated at cost plus equity in earnings (loss) of subsidiary less distributions received from subsidiary since the

date of acquisition. GoodRx Holdings. Inc.’s share of net income (loss) of its subsidiary is included in net income (loss) using

the equity method of accounting.

During 2025,2024, and 2023, GoodRx Holdings, Inc. receivedno dividends from its subsidiary.

The following table presents the parent-only balance sheets of GoodRx Holdings, Inc.:

The following table presents the parent-only statements of operations of GoodRx Holdings, Inc.:

The following table presents the parent-only statements of cash flows of GoodRx Holdings, Inc.: