GoodRx Holdings, Inc. (GDRX)

PART I

Item 1. Business.

Overview

Our mission is to help Americans save time and money when filling their medications. To achieve this, we are building

the leading, consumer-focused digital healthcare platform in the United States.

GoodRx was founded to solve the challenges that consumers face in understanding, accessing, and affording

healthcare by removing the friction and inefficiencies in the system. We started with a price comparison tool for

prescriptions, offering consumers free access to lower prices on their medication. This price comparison platform processes

over 420 billion pricing data points every day and integrates that data into a user-friendly interface which provides

consumers with dynamic, geographically relevant prescription pricing, and access to negotiated prices through GoodRx

codes that can be used to save money on prescriptions across the United States.

Today, we believe our expanded platform improves the health and financial well-being of American families by providing

easy access to price transparency and affordability solutions for generic and brand medications both for consumers and

healthcare providers, other healthcare product and services, including certain condition-specific end-to-end solutions,

telehealth services, and wellness related content. We believe that our offerings provide significant savings to consumers,

and can help drive greater medication awareness, access and adherence, faster treatment and better patient outcomes that

also benefit the broader healthcare ecosystem and its stakeholders.

We see exciting growth potential as we continue to expand our role as an essential access and affordability layer across

the healthcare ecosystem – serving consumers, healthcare providers, pharmacies, and pharma manufacturers across the

United States. As we extend our platform, we believe that we can create multiple monetization opportunities at different

stages of the consumer healthcare journey, enabling us to drive higher expected consumer lifetime value without significant

additional consumer acquisition costs.

Industry Challenges

Despite the approximately $5.3 trillion U.S. healthcare market being one of the largest sectors of the U.S. economy, it

remains opaque and highly fragmented for consumers. Even simple healthcare transactions, such as finding a doctor or

filling a prescription at an affordable price, are often difficult. This can lead to confusion, inefficiency, and unneeded

additional costs for consumers and the healthcare system. The pharmacy is the de-facto “front door” to American healthcare,

with frequent consumer interaction and engagement. However, finding affordable prices for prescriptions is complicated by a

lack of price transparency, a confusing reimbursement and insurance landscape, and a fragmented marketplace in which the

list prices for the same medication can vary significantly across pharmacies. We believe that these challenges are driven in

part by a lack of solutions that enable consumers to easily search, discover, and access the product or service that they

need at an affordable price. Consumer-focused technology solutions are essential in healthcare given that the stakes involve

peoples’ health and lives.

In July 2025, Congress enacted the One Big Beautiful Bill Act ("OBBBA") which cuts federal funding for Medicaid

among other health insurance programs, as well as tightens eligibility requirements and increases the frequency of Medicaid

coverage determinations. Further, copays on prescription medication have continued to trend upward in recent years and we

believe as insurance providers and government programs continue to shift the cost burden more to consumers, including

through changes to Affordable Care Act (the "ACA") marketplace subsidies, consumers are now more than ever searching

for sustainable and affordable healthcare solutions which we believe strengthens our value proposition. Separately, certain

major drug producers and manufacturers have entered into drug pricing agreements with the U.S. government, and as part

of these agreements, have announced their participation in a new government sponsored direct-to-consumer platform called

“TrumpRx.gov” ("TrumpRx"), which was launched in February 2026 and designed to offer consumers discounts on their

products and some specialty brands. GoodRx is a key integration partner for pharma manufacturers offering discounted

cash prices on TrumpRx at launch. Any potential impact of TrumpRx or similar initiatives on our business, offerings, or

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-K filed 2026-02-26 (period ending 2025-12-31).

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with

our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and

uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result

of various factors, including those set forth under Part I, Item 1A, “Risk Factors” and in other parts of this Annual Report on

Form 10-K. A discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 and other

information related to the year ended December 31, 2023 has been reported previously in our Annual Report on Form 10-K

for the year ended December 31, 2024 filed with the SEC on February 27, 2025, under the heading “Management’s

Discussion and Analysis of Financial Condition and Results of Operations.”

Overview

Our mission is to help Americans save time and money when filling their medications. To achieve this, we are building

the leading consumer-focused digital healthcare platform in the United States. For example, during 2025, we announced the

launch of our first condition-specific subscription program for erectile dysfunction and continued to expand to other

conditions including hair loss and weight loss. Certain of these condition-specific subscription programs offer consumers a

single solution for comprehensive care by bundling the clinician visit, prescription (if deemed medically appropriate by the

treating healthcare provider), and related delivery for a single total subscription price. During 2025, we also continued to

grow our consumer direct pricing and announced a collaboration with a pharmaceutical manufacturer to offer eligible

patients nationwide two of the most in-demand GLP-1 medications at a significantly lower cash price through our platform.

With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our

business. For example, in July 2025, Congress passed a budget bill that cuts federal funding for Medicaid among other

health insurance programs, as well as tightens eligibility requirements and increases the frequency of Medicaid coverage

determinations. Further, copays on prescription medication have continued to trend upward in recent years and we believe

as insurance providers and government programs continue to shift the cost burden more to consumers, including through

changes to ACA marketplace subsidies, consumers are now more than ever searching for sustainable and affordable

healthcare solutions which we believe strengthens our value proposition. Separately, certain major drug producers and

manufacturers have negotiated or are in negotiations with the current Presidential administration to receive relief from the

potential imposition of a 100% tariff on any branded or patented pharmaceutical product produced outside of the United

States. As a result of these negotiations, certain manufacturers have announced their participation in a new government

sponsored direct-to-consumer platform called “TrumpRx.gov” ("TrumpRx"), which was launched in February 2026 and is

designed to offer consumers discounts on their products and some specialty brands. GoodRx is a key integration partner for

pharma manufacturers offering discounted cash prices on TrumpRx at launch. Any potential impact on our business,

offerings, or results of operations are unclear at this time but may be significant. With the introduction of these federal

initiatives, including the renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward greater

transparency and direct-to-consumer access. For us, this evolution is both an opportunity and a clear validation of our

mission.

Conversely, we have seen rapid changes in the U.S. retail pharmacy landscape as well, with announcements of store

closures and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens. In early May 2025, Rite

Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process.

Consequently, we saw several PBMs remove Rite Aid from their networks, causing immediate cessation in the associated

claims volume, as well as rapid store closures, which altogether adversely impacted our ability to recapture these claims in

the near term. As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened

renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the

pharmacies' increased focus on rationalizing their spending. Furthermore, in 2025, we saw a material volume reduction in

one of our integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience at

the pharmacy counter for eligible plan members served by certain PBM partners. Integrated savings programs are operated

through PBMs who decide how to implement and manage these programs. These external factors have adversely impacted

our prescription transactions revenue, financial results, and Monthly Active Consumers that we expect will continue in the

near term with the combined total impact to prescription transactions revenue estimated to be $35.0 million to $40.0 million

in 2025.

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

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

continuing to position our pharma direct offering as a key driver of growth. As we increase investment in our pharma direct

as well as subscription offerings, we expect near-term impact on our prescription transactions unit economics and revenue

in 2026. Accordingly, while this transition may impact near-term financial performance, we believe it enhances our long-term

growth prospect and ability to create sustainable value.

For the year ended December 31, 2025 as compared to the year ended December 31, 2024:

•Revenue increased 1% to $796.9 million from $792.3 million;

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•Net income and net income margin were $30.4 million and 3.8%, respectively, compared to $16.4 million and

2.1%, respectively; and

•Adjusted EBITDA and Adjusted EBITDA Margin were $270.5 million and 33.9%, respectively, compared to

$260.2 million and 32.8%, respectively.

Revenue, net income, and net income margin are financial measures prepared in conformity with accounting principles

generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial

measures. For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly

comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin

useful and a discussion of the material risks and limitations of these measures, please see “Key Financial and Operating

Metrics – Non-GAAP Financial Measures" included within this Part II, Item 7 of this Annual Report on Form 10-K.

Seasonality

We typically experience stronger consumer demand during the first and fourth quarters of each year, which coincide

with generally higher consumer healthcare spending, doctor office visits, annual benefit enrollment season, and seasonal

cold and flu trends. For our integrated savings program, we may experience stronger traffic during the first half of each year

since more claims are likely to be routed through GoodRx while plan members are in the deductible phase of their health

plans. We may also experience stronger demand for our GoodRx Pharma Direct (formerly pharma manufacturer solutions

and referred to hereafter as "pharma direct") offering during the fourth quarter of each year, which coincides with pharma

manufacturers' annual budgetary spending patterns. In addition, this seasonality may impact revenue and sales and

marketing expense. PBM-pharmacy issues, including changes in the retail landscape, as well as macroeconomic events

may have masked some of these trends in recent periods and may continue to impact these trends in the future.

Key Financial and Operating Metrics

We use Monthly Active Consumers, subscription plans, Adjusted EBITDA, and Adjusted EBITDA Margin to assess our

performance, make strategic and offering decisions and build our financial projections. The number of Monthly Active

Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our marketing and

engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with consumers. As our

business continues to evolve, we are reassessing the Monthly Active Consumers metric as a primary indicator of

performance to ensure it aligns with how we measure growth and profitability.

Monthly Active Consumers

The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers beginning in

the second quarter of 2025.

	Three Months Ended
(in millions)	December 31, 2025	September 30, 2025	June 30, 2025	March 31, 2025	December 31, 2024	September 30, 2024	June 30, 2024	March 31, 2024
Monthly Active Consumers	5.3	5.4	5.7	6.4	6.6	6.5	6.6	6.7

Subscription Plans

Subscription plans through the second quarter of 2024 included subscription plans for Kroger Savings, which sunset in

July 2024.

	As of
(in thousands)	December 31, 2025	September 30, 2025	June 30, 2025	March 31, 2025	December 31, 2024	September 30, 2024	June 30, 2024	March 31, 2024
Subscription plans	674	671	668	680	684	701	696	778

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial performance and are

also used for internal planning and forecasting purposes. We believe Adjusted EBITDA and Adjusted EBITDA Margin are

helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and

comparable overview of our operations across our historical financial periods. In addition, these measures are frequently

used by analysts, investors and other interested parties to evaluate and assess performance.

We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and

amortization, and as further adjusted, as applicable, for acquisition related expenses, stock-based compensation expense,

payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss

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on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business and other

income or expense, net. These excluded items are either non-cash charges or such that we believe they do not represent

our underlying core operating performance and that their exclusion provides investors with a better understanding of the

factors and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of

Adjusted Revenue. Adjusted Revenue is a non-GAAP financial measure defined as revenue excluding client contract

termination costs associated with restructuring related activities. We exclude these costs from revenue because we believe

they are not indicative of past or future underlying performance of the business. For 2025 and 2024, revenue equaled

Adjusted Revenue.

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are presented for supplemental

informational purposes only and should not be considered as alternatives or substitutes to financial information presented in

accordance with GAAP. These measures have certain limitations in that they do not include the impact of certain costs that

are reflected in our consolidated statements of operations that are necessary to run our business. Other companies,

including other companies in our industry, may not use these measures or may calculate these measures differently than as

presented in this Annual Report on Form 10-K, limiting their usefulness as comparative measures.

The following table presents a reconciliation of net income, the most directly comparable financial measure calculated in

accordance with GAAP, to Adjusted EBITDA, and presents net income margin, the most directly comparable financial

measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:

	Year Ended December 31,
(dollars in thousands)	2025	2024
Net income	$30,439	$16,390
Adjusted to exclude the following:
Interest income	(10,933)	(23,273)
Interest expense	42,605	52,922
Income tax expense	26,099	15,070
Depreciation and amortization	85,218	69,538
Other (income) expense	(718)	2,660
Loss on extinguishment of debt	—	2,077
Financing related expenses (1)	—	898
Acquisition related expenses (2)	1,539	557
Restructuring related expenses (3)	7,676	8,902
Legal settlement expenses (4)	5,855	13,000
Stock-based compensation expense	76,626	99,026
Payroll tax expense related to stock-based compensation	1,697	2,471
Loss on operating lease asset (5)	4,409	—
Adjusted EBITDA	$270,512	$260,238
Revenue	$796,853	$792,324
Net income margin	3.8%	2.1%
Adjusted EBITDA Margin	33.9%	32.8%

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(1)Financing related expenses include third party fees related to proposed financings.

(2)Acquisition related expenses principally include costs for actual or planned acquisitions including related third party

fees, legal, consulting, and other expenditures, and as applicable, severance costs and retention bonuses to

employees related to acquisitions. From time to time, acquisition related expenses may also include similar

transaction related costs for business dispositions.

(3)Restructuring related expenses include costs for various workforce optimization and organizational changes to

better align with our strategic goals and future scale including employee severance and other personnel related

costs, and as applicable, contract termination costs and losses from the disposal of certain technology and

capitalized software.

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

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

abandonment of leased office space.

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Components of our Results of Operations

For a description of the components of our results of operations, see Note 2 to our audited consolidated financial

statements included elsewhere in this Annual Report on Form 10-K.

Our revenue is primarily derived from prescription transactions revenue that is generated when pharmacies fill

prescriptions for consumers, and from other revenue streams such as pharma direct, our subscription offerings, and our

telehealth services. We consider PBMs, pharmacies, pharma manufacturers, healthcare providers, and consumers of our

subscription and telehealth services, for which we have direct contractual agreements, to be our primary customers. All of

our revenue has been generated in the United States.

Results of Operations

The following table sets forth our results of operations for the years ended December 31, 2025 and 2024:

(dollars in thousands)	Year Ended December 31, 2025	% of Total Revenue	Year Ended December 31, 2024	% of Total Revenue	Change ($)	Change (%)
Revenue:
Prescription transactions revenue	$544,001	68%	$577,549	73%	$(33,548)	(6%)
Subscription revenue	83,786	11%	86,536	11%	(2,750)	(3%)
Pharma direct revenue	151,380	19%	107,237	14%	44,143	41%
Other revenue	17,686	2%	21,002	3%	(3,316)	(16%)
Total revenue	796,853		792,324
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below	57,597	7%	48,215	6%

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Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Next expected filings

~2027-02-25 10-K expected by 2027-02-25 (in 114 days)
~2027-05-05 10-Q expected by 2027-05-07 (in 183 days)
~2027-08-04 10-Q expected by 2027-08-06 (in 274 days)
~2027-11-03 10-Q expected by 2027-11-05 (in 365 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-11-02 8-K Financial Statements No Longer Reliable
2026-08-05 8-K Officer/Director Change
2026-08-05 10-Q Quarterly Report
2026-08-05 8-K Earnings Release; Financial Statements and Exhibits
2026-05-06 10-Q Quarterly Report
2026-05-06 8-K Earnings Release; Financial Statements and Exhibits
2026-04-29 DEF 14A Proxy Statement
2026-04-24 8-K Officer/Director Change
2026-04-03 8-K Officer/Director Change
2026-03-27 8-K Officer/Director Change
2026-03-18 8-K Changes in Auditor; Financial Statements and Exhibits
2026-03-06 8-K Officer/Director Change
2026-02-27 8-K Officer/Director Change
2026-02-26 10-K Annual Report
2026-02-25 8-K Earnings Release; Financial Statements and Exhibits

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