GoodRx Says Q1 and Q2 2026 Financial Statements Should Not Be Relied Upon After Revenue Understatement

GoodRx Holdings Inc. told investors that previously issued financial statements for the first two quarters of 2026 should no longer be relied upon because revenue in its Pharma Direct business was understated, according to a Form 8-K filed with the Securities and Exchange Commission on Monday under Item 4.02.

The company said its Audit and Risk Committee reached that conclusion on Oct. 27 after discussions with management and KPMG LLP, GoodRx’s independent registered public accounting firm. In the filing, the committee said the affected financial statements “should no longer be relied upon due to the understatement of Pharma Direct revenue.” GoodRx said the issue emerged during an ongoing committee review of revenue recognition for certain Pharma Direct transactions and that “a portion of revenue was not recognized during each Affected Period that should have been recognized in each such period in accordance with Accounting Standards Codification 606,” the accounting standard for revenue recognition.

GoodRx said the problem extended beyond that business line alone. “This error resulted in an understatement of Pharma Direct revenue and total revenue in each Affected Period,” the SEC filing said. The company also said, “The Company currently expects to report that one or more material weaknesses in internal control over financial reporting existed as of the end of each Affected Period.”

The affected periods were the fiscal quarter and year-to-date periods ended March 31, 2026, and June 30, 2026, corresponding to GoodRx’s previously filed first- and second-quarter 2026 reports and related earnings materials. Those are the periods in which the company had previously reported total revenue of $194.0 million in the first quarter, including $52.2 million in Pharma Direct revenue, and total revenue of $200.4 million in the second quarter, including $61.6 million in Pharma Direct revenue. Those previously reported figures are now in question because of the non-reliance determination.

Pharma Direct is a GoodRx business line centered on arrangements with pharmaceutical manufacturers for direct-to-consumer pricing and programs, along with related services, and the company has previously identified it as a growth area. An Item 4.02 filing is the SEC mechanism companies use to disclose that previously issued financial statements should no longer be relied upon; such filings often precede amended reports, but GoodRx’s filing did not provide corrected figures, did not explicitly say “restatement,” and did not give a timetable for amended filings.