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GoodRx Holdings, Inc.

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

GDRX$3.51+0.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001809519-26-000111

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001809519-26-000152

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 289 previous paragraphs and 331 current paragraphs.

222 unchanged; 41 reworded; 63 added; 26 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (63)

Current report

Companion which launched its monthly and annual plans in May and July 2026, respectively. References to

Current report

second quarter of 2026, a new subscription offering that provides consumers access to free and low-cost generic

Current report

medications, affordable online care visits, and savings on routine healthcare services.

Current report

material impact on our business to date. In May 2026, an expansion of TrumpRx was announced to include more than 600

Current report

generic medications and additional price-comparison and pharmacy fulfillment tools, with integrated discount offerings from

Current report

GoodRx and other direct-to-consumer pharmacy platforms. The potential impact of TrumpRx on our business, offerings, or

Current report

While our prescription transactions offering remains foundational to our business, we are increasingly directing

Current report

investment toward Pharma Direct and subscription offerings, which are becoming larger contributors to our growth. Within

Current report

Pharma Direct, we are expanding manufacturer-sponsored affordability programs and creating additional ways for

Current report

manufacturers to reach and engage consumers through the GoodRx platform. Within subscriptions, we are broadening our

Current report

offerings and making them a more integrated part of the consumer experience to deliver value beyond an individual

Current report

prescription and deepen our relationships with consumers. As these offerings continue to scale, we expect near-term

Current report

pressureon our Monthly Active Consumers, prescription transactions revenue and unit economics during 2026. However,

Current report

we believe this evolution will deliver greater value to consumers, deepen engagement, improve retention and position us for

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•Net income andnet income margin were$8.5 million and 4.3%, respectively, compared to$12.8 million and

Current report

•Adjusted EBITDA and Adjusted EBITDA Margin were$63.7 million and 31.8%, respectively, compared to$69.4

Current report

•Net income andnet income margin were$9.7 million and 2.5%, respectively, compared to$23.9 million and

Current report

•Adjusted EBITDA and Adjusted EBITDA Margin were$122.0 million and 30.9%, respectively, compared to

Current report

(3)Legal settlement expenses consist of periodic settlement costs for significant or unusual litigation matters.

Current report

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Current report

of product and marketing investment toward our new subscription offerings. The year-over-year decrease was also due to

Current report

delivery technology business we acquired in October 2025, which provideda 3% year-over-year increase in prescription

Current report

Subscription revenue increased $8.1 million, or 39%, year-over-year, primarily driven bythe expansion and growthof

Current report

our condition-specific subscription programs, in particular weight loss, as well as a resulting increase in the number of

Current report

Cost of revenue increased $7.6 million, or 57%, year-over-year, primarily driven by a $3.8 million increase in costs

Current report

related to our condition-specific subscription programs, a $3.8 million increase in prescription delivery costs as a result of a

Current report

prescription delivery technology business we acquired in October 2025 and a$3.0 million increase in fulfillment costs for

Current report

Product development and technology expenses decreased $3.2 million, or 11%, year-over-year, primarily driven by a

Current report

decrease in personnel related costs due to lower average headcount.

Current report

recognized in 2025 on accounts receivables associated with Rite Aid's bankruptcy.

Current report

Depreciation and amortization expenses increased $2.5 million, or 13%, year-over-year, primarily driven by higher

Showing the first 40 of 63 passages. Open the source sections for the rest.

Removed paragraphs (26)

Previous report

While our prescription transactions offering remains foundational, given the evolving dynamics of prescription access

Previous report

and pharmacy economics, including the growing relevance of self-pay and direct-to-consumer distribution models, we are

Previous report

continuing to position our Pharma Direct offering as a key driver of growth. As these programs scale, our focus is shifting

Previous report

from launch to how affordability is surfaced and discovered by consumers, and we are developing new ways for

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manufacturers to engage patients on GoodRx. When manufacturers utilize GoodRx as a channel, these programs are

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accessible across our nationwide pharmacy network, supporting consumer choice and access. As we increase investment in

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our Pharma Direct as well as subscription offerings, we expect near-term impact on our prescription transactions unit

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economics and revenue in 2026. Accordingly, while this transition may impact near-term financial performance, we believe it

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enhances our long-term growth prospectsand ability to create sustainable value.

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•Net income andnet income margin were$1.2 million and 0.6%, respectively, compared to$11.1 million and

Previous report

•Adjusted EBITDA and Adjusted EBITDA Margin were$58.3 million and 30.0%, respectively, compared to$69.8

Previous report

2025 acquisitions which provided a 3% year-on-year increase in prescription transactions revenue.

Previous report

Subscription revenue increased $3.4 million, or 16%, year-over-year, primarily driven by the introduction of our

Previous report

condition-specific subscription programs beginning in the second quarter of 2025 and a related increase in the number of

Previous report

Cost of revenue increased $6.8 million, or 51%, year-over-year, primarily driven by a $3.5 million increase in

Previous report

Product development and technology expenses remained relatively flat year-over-year.

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Depreciation and amortization expenses remained relatively flat year-over-year.

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expense was primarily driven by a decrease in income before income taxes, partially offset by an increase in the estimated
Reworded paragraphs (41)

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quarter. Effective January 1, 2025, Monthly Active Consumers from acquired companies are included

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quarter. Monthly Active Consumers from acquired companies are included beginning from the acquisition date.

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GoodRx Gold (“Gold”), condition-specific subscription programs which first launched in June 2025, and

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GoodRx Gold (“Gold”), condition-specific subscription programs which first launched in June 2025,

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RxSmartSaver+ powered by GoodRx ("RxSmartSaver+") which launched in July 2025. References to

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RxSmartSaver+ powered by GoodRx ("RxSmartSaver+") which launched in July 2025, and GoodRx

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the leading consumer-focused digital healthcare platform in the United States. For example, in the first quarter of 2026, we

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the leading consumer-focused digital healthcare platform in the United States. For instance, in the first quarter of 2026, we

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employees. We also continued to grow our consumer direct pricing and announced a collaboration witha pharmaceutical

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employees. We also continued to grow our consumer direct pricing and announced a collaboration with a pharmaceutical

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Norvasc®, at a significantly lower cash price through our platform.

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Norvasc®, at a significantly lower cash price through our platform. Additionally, we launched GoodRx Companion in the

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appears to be incremental, expanding access to new patients rather than displacing existing demand. The potential impact

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appears to be incremental, expanding access to new patients rather than displacing existing demand, and has not had a

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of TrumpRx on our business, offerings, or results of operations remains uncertain and could be material. With the

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results of operations remains uncertain and could be material. With the introduction of these federal initiatives, including the

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introduction of these federal initiatives, including the renewed focus on Most-Favored-Nation pricing, the market is shifting

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renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward greater transparency and direct-to-

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decisively toward greater transparency and direct-to-consumer access. For us, this evolution is both an opportunity and a

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consumer access. For us, this evolution is both an opportunity and a clear validation of our mission.

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adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers that we expect

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adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers, all of which we

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will continue in the near term and are reflected in our year-over-year comparative results below.

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expect will continue in the near term and are reflected in our year-over-year comparative results below.

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they are not indicative of past or future underlying performance of the business. For thethree months ended March 31, 2026

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they are not indicative of past or future underlying performance of the business. For thethree and six months ended June

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(3)Loss on operating lease asset represents losses incurred from time to time relating to the impairment or

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(4)Loss on operating lease asset represents losses incurred from time to time relating to the impairment or

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Prescription transactions revenue decreased $35.2 million, or 24%, year-over-year, primarily driven by adecrease in the

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Prescription transactions revenue decreased $36.7 million, or 26%, year-over-year, primarily driven by adecrease in the

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number of our Monthly Active Consumers due to the broader changes in the retail pharmacy landscape including store

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number of our Monthly Active Consumersdue to the broader changes in the retail pharmacy landscape including store

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closures and volume reduction in one of our integrated savings programs as discussed above. The year-over-year decrease

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closures and volume reduction in one of our integrated savings programs as discussed above, as well as the deliberate shift

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was also due to lower unit economics which we expect to continue in the near-term as we made deliberate decisions to

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lower unit economics which we expect to continue in the near-term as we made deliberate decisions to favor long-term

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favor long-term durability and certainty. The impact from these factors was partially offset by revenue contribution from our

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durability and certainty. The impact from these factors was partially offset by revenue contribution from a prescription

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subscription plans with 717 thousand subscription plans as of March 31, 2026 compared to 680 thousand as of March 31,

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subscription plans with 764 thousand subscription plans as of June 30, 2026 compared to 668 thousand as of June 30,

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Pharma Direct revenue increased $23.6 million, or 82%, year-over-year, driven by organic growth as we continued to

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Pharma Direct revenue increased $26.6 million, or 76%, year-over-year, driven by organic growth as we continued to

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expand our market penetration with pharma manufacturers and other customers, inparticular consumer direct pricing.

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expand our market penetration with pharma manufacturers and other customers, in particular our GLP-1 access programs,

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costs related to our condition-specific subscription programs. We expect cost of revenue to continue to grow on a year-on-

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a$1.8 million decrease in processing fees. We expect cost of revenue to continue to increase on a year-over-year basis in

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Sales and marketing expenses decreased $3.5 million, or 4%, year-over-year, primarily driven by adecrease in

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Sales and marketing expenses decreased $2.9 million, or 3%, year-over-year, primarily driven by a decrease in

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General and administrative expenses decreased $2.8 million, or 9%, year-over-year, primarily driven by a $4.4 million

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General and administrative expenses decreased $3.6 million, or 13%, year-over-year, primarily drivenby credit losses

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Interest income decreased $2.5 million, or 64%, year-over-year, primarily due to lower average balance of cash

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Interest income decreased $1.8 million, or 64%, year-over-year, primarily due to lower average balance of cash

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For thethree months ended March 31, 2026 and 2025, we had income tax expense of$4.5 million and$5.6 million,

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For thethree months ended June 30, 2026 and 2025, we had income tax expense of$6.9 million and$6.7 million,

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respectively, and an effective income tax rate of 79.3% and 33.7%, respectively. The year-over-year decrease in income tax

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respectively, and an effective income tax rate of 44.8% and 34.4%, respectively. While income tax expense remained

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annual effective income tax rate and tax effects from our equity awards.

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annual effective income tax rate and tax effects from our equity awards, partially offset by a decrease in income before

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fulfillment costs for certain solutions provided to customers under our Pharma Direct offering, and a $2.5 million increase in

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costs for certain solutions provided to customers under our Pharma Direct offering. The impact of these drivers was partially

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year basis in the near term as we continue to scale and expand our various offerings.

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basis in the near term as we continue to scale and expand our offerings, particularly our Pharma Direct and subscription

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matures on April 10, 2029. As of March 31, 2026, we had cash and cash equivalents of$235.7 million and$80.4 million

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matures on April 10, 2029. As of June 30, 2026, we had cash and cash equivalents of$296.1 million and$80.4 million

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As of March 31, 2026, there wereno material changes to our primary short-term and long-term requirements for liquidity

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As of June 30, 2026, there were no material changes to our primary short-term and long-term requirements for liquidity

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The$2.4 million year-over-year increase in net cash provided by operations was drivenby a$14.1 million decrease in

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The$33.7 million year-over-year increase in net cash provided by operations wasdriven by a$46.0 million decrease in

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cash outflow from changes in operating assets and liabilities, partially offset by a$11.6 million decrease in net income after

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cash outflow from changes in operating assets and liabilities, partially offset by a$12.4 million decrease in net income after

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The$30.2 million year-over-year decrease in net cash used in investing activities was almost entirely driven by cash

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The$34.1 million year-over-year decrease in net cash used in investing activities was primarily driven by cash paid for

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prescription delivery costs from ScriptDrop, Inc., a business we acquired in October 2025, a $3.0 million increase in

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The$88.6 million year-over-year decrease in net cash used in financing activities was almost entirely driven by a

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The$133.5 million year-over-year decrease in net cash used in financing activities was almost entirely driven by a

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During thethree months ended March 31, 2026, there have been no significant changes to our critical accounting

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During thethree months ended June 30, 2026, there have been no significant changes to our critical accounting policies

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Current report — wording carried from elsewhere

For thesix months ended June 30, 2026 as compared to the same period of 2025:

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certain solutions provided to customers under our Pharma Direct offering. The impact of these drivers was partially offset by

Current report — wording carried from elsewhere

the near term as we continue to scale and expand our offerings, particularly our Pharma Direct and subscription offerings.

Current report — wording carried from elsewhere

The following table sets forth our results of operations for thesix months ended June 30, 2026 and 2025:

Current report — wording carried from elsewhere

Cost of revenue, exclusive of depreciation and amortization