GDRX 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Our Limited Operating History and RecentHistorical Growth Rates

•attract and retain industry players for inclusion in our platform, including pharmacies, PBMsPBMs, and pharma manufacturers;

•anticipate and respond to macroeconomic changes, changes in medication pricing and industry pricing benchmarksbenchmarks, and changes in market dynamics in the markets in which we operate;

•hire, integrateintegrate, and retain talented people at all levels of our organization;

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above and those described elsewhere in this Part I, Item 1A, “Risk Factors,” our business, financial conditioncondition, and results of operations could be adversely affected. Further, because we have limited historical financial data and our business continues to evolve and expand within the U.S. healthcare industry, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history, operated a more predictable businessbusiness, or operated in a less regulated industry. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories and evolving businesses that operate in highly regulated and competitive industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations would be adversely affected.

Our recenthistorical growth rates may not be sustainable or indicative of future growth.

Our historical rate of growth may not be sustainable or indicative of our future rate of growth. We estimate that prescription transactions revenue will be impacted by recent and future retail pharmacy store closures, and that subscription revenue may decrease, while pharma manufacturer solutionsdirect revenue may continue to grow as a percentage of total revenue in the near to medium term. We believe that our ability to improve or maintain revenue and margins and obtainsustain profitability, will depend upon, among other factors, our ability to address the challenges, risks and difficulties described elsewhere in this Part I, Item 1A, “Risk Factors” and the extent to which our various offerings grow, organically and through acquisitions, and contribute to our results of operations. We cannot provide assurance that we will be able to successfully manage any such challenges or risks to our future growth. In addition, our base of consumers may not continue to grow or may decline due to a variety of risks, including increased competition, changes in the dynamics among industry participants and us, changes in the regulatory landscape and the maturation of our business. Any of these factors could cause our revenue growth to decline and may adversely affect our margins and profitability. Failure to grow our revenue or improve margins would have a material adverse effect on our business, financial condition and results of operations. You should not rely on our historical rate of revenue growth for any prior quarterly or annual period as an indication of our future performance.

Our quarterly and annual results of operations have historically varied from period-to-period and we expect that our results of operations will continue to do so for a variety of reasons, many of which are outside of our control and are difficult to predict. We have presented many of the factors that may cause our results of operations to fluctuate in this Part I, Item 1A, “Risk Factors,” including the extent to which our various offerings grow and contribute to our results of operations. In addition, 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 seasonseason, and seasonal cold and flu trends. We may experience stronger demand for our pharma manufacturer solutionsdirect offering during the fourth quarter of each year, which coincides with pharma manufacturers' annual budgetary spending patterns. Additionally, a majority of our pharma manufacturer solutionsdirect revenue in any given quarter is derived from contracts entered into with our customers during previous quarters. Consequently, a decline in new or renewed contracts in any one quarter may not be fully reflected in our revenue for that quarter. ThePBM-pharmacy changingissues such as actions taken by a grocery chain in 2022 that impacted acceptance of discounted pricing for a subset of prescription drugs from PBMs and whose pricing we promote on our platform (the "grocer issue"), including changes in the retail pharmacy landscape, as well as themacroeconomic grocer issue and the impact of COVID-19events may have masked some of these trends in recent periods and may continue to impact these trends in the future. For example, we expect that the closure of Rite Aid stores, which is reflective of the changing retail pharmacy landscape, will adversely impact our revenues in the year ending December 31, 2026. As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened renegotiations between pharmacies and PBMs as a result of the pharmacies' increased focus on rationalizing their spending, which in turn has had and may continue to have an adverse impact on our prescription transactions revenue. The cumulative effects of such factors could result in large fluctuations and unpredictability in our quarterly and annual results of operations. As a result, comparing our results of operations on a period-to-period basis may not be meaningful and investors should not rely on our past results as an indication of our future performance.

In the past, we experienced rapid growth in our business operations and the number of consumers that use our offerings, and we may experience such growth in the future. This historical growth placed, and may in the future place, significant demands on our management and our operational and financial infrastructure. Our ability to manage our future growth effectively and to integrate new employees, technologies and acquisitions into our existing business may require us to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Management of growth is particularly difficult when employees work from home as a result of our hybrid/remote workplace. Growth could strain our ability to develop and improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnelpersonnel, and maintain consumer satisfaction. Additionally, if we do not effectively manage the growth of our business and operations, the quality of our platform and offerings could suffer, which could negatively affect our reputation and brand, business, financial conditioncondition, and results of operations.

Our success and future growth largely depend on our ability to increase consumer awareness of our platform and offerings, and on the willingness of consumers to utilize our platform to access information, discounted prices for prescription medications and other healthcare products and services. We believe the vast majority of consumers make purchasing decisions for healthcare products and services on the basis of traditional factors, such as insurance coverage, availability at nearby pharmaciespharmacies, and availability of nearby medical testing. This traditional decision-making process does not always account for restrictive and complex insurance plans, high deductibles, expensive co-paysco-pays, and other factors, such as discounts or savings available at alternative pharmacies or practices. To effectively market our platform, we must educate consumers about the various purchase options and the benefits of using GoodRx codes when purchasing prescription medications and other healthcare products and services. We focus our marketing and education efforts on consumers, but also aim to educate and inform healthcare providers, pharmacists and other participants that interact with consumers, including at the point of purchase. However, we cannot assure you that we will be successful in changing consumer purchasing habits or that we will achieve broad market education or awareness among consumers. Even if we are able to raise awareness among consumers, they may be slow in changing their habits and may be hesitant to use our platform for a variety of reasons, including:

•traditional or existing relationships with pharmacies, pharmacistspharmacists, or other providers that sell healthcare products and services;

We may be unable to continue to attract, acquireacquire, and retain consumers, or may fail to do so in a cost-effective manner.

Our success depends in part on our ability to cost-effectively attract and acquire new consumers, retain our existing consumersconsumers, and encourage our consumers to continue to utilize our platform when making purchasing decisions for prescription medications and other healthcare products and services. To expand our base of consumers, we must appeal to consumers who have historically used traditional outlets for their healthcare products and services, and who may be unaware of the possibility or benefits of using discounted prices to purchase healthcare products and services outside of insurance programs. We have made significant investments related to consumer acquisition and expect to continue to spend significant amounts to acquire additional consumers. We cannot assure you that this spending will be effective or that revenue from new consumers that we acquire will ultimately exceed the cost of acquiring those consumers. Alternatively, we have and may continue to focus on the efficiency of our spending on customer acquisition related strategies, which may impact our ability to acquire or retain consumers. If we fail to deliver reliable and significant discounted prices for prescription medications, we may be unable to acquire or retain consumers. If we are unable to acquire or retain consumers who use our platform in volumes and with recurrence sufficient to grow our business, we may be unable to maintain the scale necessary for operational efficiency and to drive beneficial and self-reinforcing network effects across the broader healthcare ecosystem, including pharmacies, PBMsPBMs, and pharma manufacturers. Consequently, we may not be able to present the same quality or range of solutions on our platform or otherwise, which may adversely impact consumer interest in our platform, in which case our business, financial conditioncondition, and results of operations would be adversely affected.

We believe that our paid and non-paid marketing initiatives have been critical in promoting consumer awareness of our platform and offerings, which in turn has driven new consumer growth and increased the extent to which existing consumers have used our platform. Our paid marketing initiatives include television, search engine marketing, mail to consumers and healthcare provider offices, email, display, radio and magazine advertisingadvertising, and social media marketing as well as consumer discounts and incentives. For example, we actively market our platform and offerings through television and we rely on direct mail to distribute marketing materials to consumers. If we are unable to cost-effectively market to consumers, or if we elect to reduce our spending to drive traffic to our apps and websites, our ability to acquire new consumers and our financial condition would be materially and adversely affected. We also buy search advertising primarily through search engines such as Google and Bing, and use internal analytics and external vendors for bid optimization and channel strategy. Our non-paid advertising efforts include search engine optimization, non-paid social mediamedia, and e-mail marketing. Search engines frequently modify their search algorithms and these changes can cause our websites to receive less favorable placements, which could reduce the number of consumers who visit our websites. The costs associated with advertising through search engines can also vary significantly from period to period, and have generally increased over time. We may be unable to modify our strategies in response to any future search algorithm changes made by the search engines, which could require a change in the strategy we use to generate consumer traffic to our websites. In addition, our websites must comply with search engine guidelines and policies, which are complex and may change at any time. If we fail to follow such guidelines and policies properly, search engines may rank our content lower in search results or could remove our content altogether from their indices. Antitrust developments pertaining to search engines could also adversely impact the effectiveness of our content. Although consumer traffic to our apps is not reliant on search results, growth in mobile device usage may not decrease our overall reliance on search results if consumers use our mobile websites rather than our apps or use search to initially find our apps. In fact, growth in mobile device usage may exacerbate the risks associated with how and where our websites are displayed in search results because mobile device screens are smaller than desktop computer screens and therefore display fewer search results.

Our consumer education, acquisitionacquisition, and retention initiatives can be expensive and may be ineffective in driving consumer education or interest in our platform. Further, if new or existing consumers do not perceive that the discounted prices presented through our platform are reliable or meaningful, or if we fail to offer new and relevant offerings and application features, we may not be able to attract or retain consumers or increase the extent to which they use our platform and applications for other or future purchases. If we fail to continue to grow our base of consumers, retain existing consumers or increase consumer engagement, our business, financial conditioncondition, and results of operations will be adversely affected.

We rely significantly on our prescription transactions offering and may not be successful in expanding or maintaining our offerings within our markets, particularly the U.S. prescriptions market, or to other segments of the healthcare industry.

To date, the majority of our revenue has been derived from our prescription transactions offering. When a consumer uses a GoodRx code to fill a prescription and saves money compared to the list price at that pharmacy, we receive fees from our partners, including PBMs, pharma manufacturers and pharmacies, as applicable. Revenue from our prescription transactions offering represented 68%, 73%, 73% and 72%73% of our revenue for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively. Substantially all of this revenue was generated from consumer transactions at brick-and-mortar pharmacies. The introduction of competing offerings with lower prices for consumers, fluctuations in prescription prices, mass closures of retail pharmacy chain locations, changes in consumer purchasing habits, including an increase in the use of mail delivery prescriptions, changes in our relationships with industry participants and our various partners, changes in the regulatory landscape, and other factors could result in changes to our contracts or a decline in our total revenue, which have had and may continue to have an adverse effect on our business, financial conditioncondition, and results of operations. Because we derive a majority of our revenue from our prescription transactions offering, any material decline in the use of such offering or in the fees we receive from our partners in connection with such offering would have a pronounced impact on our future revenue and results of operations, particularly if we are unable to expand our offerings overall. For example, in the first half of 2025, we observed that one of our PBM partners began offering other third-party discount cards on their platform. This increased the direct competition we faced at the point-of-sale and had an adverse impact on our prescription transactions revenue.

We seek to expand our offerings within the prescriptions market and the pharma direct market in the United States, and we are actively investing in these growth areas. We also continue to focus on the optimization of our existing partnerships and have entered into, and may in the future enter into, new or revised agreements with industry participants, and have also terminated, and may in the future terminate, existing arrangements with industry participants. However, expanding our offerings, entering into new markets and entering into new partnerships requires substantial additional resources, and our ability to succeed is not certain. During and following periods of active investment in such offerings, markets, relationships and partnerships, we may experience a decrease in profitability or margins, particularly if the area of investment generates lower margins than our other offerings. As we attempt to expand our offerings and optimize our partnerships, we may need to take additional steps, such as hiring additional personnel, partnering with new third parties and incurring considerable research and development expenses, in order to pursue such expansion and optimization successfully. Any such expansion and/or optimization would be subject to additional uncertainties and would likely be subject to additional laws and regulations. As a result, we may not be successful in future efforts to expand into or achieve profitability from new markets, new business models or strategies, new partnerships or new offering types, and our ability to generate revenue from our current offerings and continue our existing business may be negatively affected. If any such expansion does not enhance our ability to maintain or grow revenue or recover any associated development costs, our business, financial conditioncondition, and results of operations could be adversely affected.

Our platform aggregates and analyzes pricing data from a number of different sources. The discounted prices that we present through our platform are based in large part upon pricing structures negotiated by industry participants. Although some of our contracts with certain of our partners contain provisions related to discount pricing, we do not control the overall pricing strategies of pharma manufacturers, wholesalers, PBMsPBMs, and pharmacies, each of which is motivated by independent considerations and drivers that are outside our control and has the ability to set or significantly impact market prices for different prescription medications. While we have contractual and non-contractual relationships with certain industry participants, such as pharmacies, PBMsPBMs, and pharma manufacturers, these and other industry participants often negotiate complex and multi-party pricing structures, and we have no control over these participants and the policies and strategies that they implement in negotiating these multi-party pricing structures. For example, theas groceran issue had a material adverse impact on our resultsextension of operations for the yearschanging endedretail Decemberpharmacy 31, 2023 and 2022 and while the impact has attenuatedlandscape in 2024,recent years, we expecthave thatseen it willand continue to haveexpect heightened renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a sustainedresult adverseof impactthe inpharmacies' futureincreased periods.focus on rationalizing their spending.

Pharma manufacturers generally direct medication pricing by setting medication list prices and offering rebates and discounts for their medications. List prices are impacted by, among other things, market considerations such as the number of competitor medications and availability of alternative treatment options. Wholesalers can impact medication pricing by purchasing medications in bulk from pharma manufacturers and then reselling such medications to pharmacies. PBMs generally impact medication pricing through their bargaining power, negotiated rebates with pharma manufacturersmanufacturers, and contracts with different pharmacy providers and health insurance companies. PBMs work with pharmacies to determine the negotiated rate that will be paid at the pharmacy by consumers. We also work with pharmacies with which we have contractual arrangements to offer discount prices to consumers. Medication pricing is also impacted by health insurance companies and the extent to which a health insurance plan provides for, among other things, covered medications, preferred tiers for different medicationsmedications, and high or low deductibles. To the extent future regulation impacts the prices that PBMs can charge, that could adversely impact our business. A majority of the utilization of our platform relates to generic medications.

Our ability to present discounted prices through our platform, the value of any such discounts and our ability to generate revenue are directly affected by the pricing structures in place amongst these industry participants, and changes in medication pricing and in the general pricing structures that are in place could have an adverse effect on our business, financial conditioncondition, and results of operations. For example, changes in the negotiated rates of the PBMs on our platform at pharmacies could negatively impact the prices that we present through our platform, and changes in insurance plan coverage for specific medications could reduce demand for and/or our ability to offer competitive discounts for certain medications, any of which could have an adverse effect on our ability to generate revenue and business. In addition, changes in the fee and pricing structures among industry participants, whether due to regulatory requirements, executive actions, tariffs, competitive pressurespressures, or otherwise, that reduce or adversely impact fees generated by PBMs or directly by us through partner pharmacies would have an adverse effect on our ability to generate revenue and business. Due in part to existing pricing structures, we generate a smaller portion of our revenue through contracts with pharma manufacturers and other intermediaries. Changes in the roles of industry participants and in general pricing structures, increased regulatory scrutiny and action against industry participants, as well as price competition among industry participants, could have an adverse impact on our business. For example, integration of PBMs and pharmacy providers could result in pricing structures whereby such entities would have greater pricing power and flexibility or industry players could implement direct to consumer initiatives that could significantly alter existing pricing structures, either of which would have an adverse impact on our ability to present competitive and low prices to consumers and, as a result, the value of our platform for consumers and our results of operations.

The categories and brands of medications for which we can present discounted prices are largely determined by PBMs, pharmacies and pharma manufacturers. PBMs work with insurance companies, employersemployers, and other organizations and enter into contracts with pharmacies to determine negotiated rates. They also negotiate rebates with pharma manufacturers.

A limited number of PBMs generate a significant percentage of the discounted prices that we present through our platform and, as a result, we generate a significant portion of our revenue from contracts with a limited number of PBMs. We work with dozens of PBMs that maintain cash networks and prices, and the number of PBMs we work with has significantly increased over time, limiting the extent to which any one PBM contributes to our overall revenue; however, we may not expand beyond our existing PBM partners and the number of our PBM partners may even decline. Revenue from each PBM fluctuates from period to period as the discounts and prices available through our platform change, and different PBMs experience increases and decreases in the volume of transactions processed through their respective networks. Further, some of our contracts contain exclusivity provisions, which could limit our ability to negotiate pricing terms as market prices fluctuate. Our three largest PBM customers accounted for 22% of our revenue in 2025, 27% of our revenue in 2024, and 32% of our revenue in 20232023. In 2025 and 31% of our revenue in 2022. In 2024, no single PBM customer accounted for more than 10% of our revenue. In 2023 and 2022,2023, one PBM customer accounted for more than 10% of our revenue. The loss of any of these large PBM customers may negatively impact the breadth of the pricing that we are able to offer consumers.

In addition, our PBM contracts typically include provisions that prevent PBMs from circumventing our platform, redirecting volumes outside of our platformplatform, and other protective measures. For example, our PBM contracts contain provisions that limit PBM use of our intellectual property related to our brand and platform and require PBMs to maintain the confidentiality of our data. While we have consistently renewed and extended the term of our contracts with PBMs over time, there can be no assurance that PBMs will enter into future contracts or renew existing contracts with us, or that any future contracts they enter into will be on equally favorable terms. Changes that limit or otherwise negatively impact our ability to receive fees from these partners would have an adverse effect on our business, financial conditioncondition, and results of operations. Consolidation of PBMs or the loss of a PBM could negatively impact the discounts and prices that we present through our platform and may result in less competitive discounts and prices on our platform.

Our consumers use GoodRx codes at the point of purchase at nearby pharmacies. These codes can be used at over 70,000 pharmacies in the United States. The U.S. prescriptions market is dominated by a limited number of national and regional pharmacy chains, such as CVS, Kroger, Walmart and Walgreens. These pharmacy chains represent a significant portion of overall prescription medication transactions in the United States. Similarly, a significant portion of our discounted prices are used at a limited number of pharmacy chains and, as a result, a significant portion of our revenue is derived from transactions processed at a limited number of pharmacy chains. We have entered, and may in the future enter, into direct contractual arrangements with pharmacies, which we refer to as our partner pharmacies, to offer discount prices to consumers at such pharmacies. Further, if counterparties and vendors we use to process prescriptions were to stop providing services to us on acceptable terms, we may be unable to procure alternative services from other counterparties or vendors in a timely and efficient manner and on similar acceptable terms. Accordingly, we may incur significant costs to resolve any such disruptions in services, which could have a material adverse effect on our business.

In therecent last year,years, many pharmacy chains have announced plans to close thousands of retail pharmacy locations inand thethousands nearof term.retail pharmacy locations have closed. We derive a significant portion of our revenue from transactions processed at pharmacy chains. If our consumers are unable to access retail pharmacies, they may seek other options to fill their prescriptions, such as through mail delivery services, or choose not to fill or refill existing prescriptions, which may adversely impact our revenues. We do not generate a significant percentage of revenue from mail delivery service. To the extent consumer preferences change, including as a result of public health concerns or due to retail pharmacy closures, we may not be able to accommodate sufficient demand for mail delivery service which may have an adverse effect on our business, financial conditioncondition, and results of operations.

If one or more pharmacy chains terminates its cash network contracts with PBMs that we work with, enters into cash network contracts with PBMs that we work with at less competitive rates or, to the extent a pharmacy chain has entered into a direct contractual arrangement with us, terminates such contractual arrangement, our business may be negatively affected. For example, a grocery chain took actions late in the first quarter of 2022 that impacted acceptance of discounted pricing for a subset of prescription drugs from PBMs and whose pricing we promote on our platform. This had a material adverse impact on our results of operations and we expect that it will continue to have a sustained adverse impact in future periods.operations. Such actions could be exacerbated by further consolidation of PBMs or pharmacy chains. If such changes, individually or in the aggregate, are material, they would have an adverse effect on our business, results of operations and financial condition. If there is a decline in revenue generated from any of the PBMs or pharmacies we contract with, as a result of consolidation of PBMs or pharmacy chains, pricing competition among industry participants or otherwise, if we are unable to maintain or grow our relationships with PBMs and pharmacies or if we lose one or more of the PBMs or partner pharmacies we contract with and cannot replace such PBM or partner pharmacy in a timely manner or at all, there would be an adverse effect on our business, financial conditioncondition, and results of operations.

The U.S. prescriptions market, pharma manufacturer solutionsdirect market and telehealth market are highly competitive and subject to ongoing innovation and development. Our ability to remain competitive is dependent upon our ability to appeal to consumers and attract and acquire new consumers to our platform, including through our apps. Our ability to remain competitive is also dependent upon our ability to retain existing consumers and encourage them to continue to use our platform as a tool for purchasing healthcare products and services. We operate in a highly competitive environment and in an industry that is subject to significant market pressures brought about by consumer demands, a limited number of major PBMs and pharmacy operators, fluctuations in medication pricing, legislative and regulatory activity, significant changes in demand and interest in telehealthtelehealth, and other market factors.

We compete with companies that provide savings on prescriptions, as well as companies that offer advertising and market access for pharma manufacturers. Within the prescriptions discounts and price comparison market, our competition is fragmented and consists of competitors that are larger and smaller than us in scale, including large e-commerce companies. There can be no assurance that competitors will not develop and market similar offerings to ours, or that industry participants, such as integrated PBMs and pharmacy providers, will not seek to leverage our platform to drive consumer demand and traffic to their networks and eventually away from, or outside of, our platform. We may face increased competition from those that attempt to replicate our business model or marketing tactics, such as discount websites, e-commerce websites, apps, cash back and loyalty programsprograms, and new comparison shopping sites from various industry participants, any of which could impact our ability to attract and retain consumers. Our pharma manufacturer solutionsdirect offering competes for advertising and market access budget allocation against traditional direct to consumer and other platforms on which pharmaceutical manufacturers can reach consumers, such as through physicians, health-related apps and websites, television advertisementsadvertisements, and services supporting patient access. We also face competition in the telehealth market from a range of companies, including providers of telehealth services that are larger than us, and which usually provide telehealth services on behalf of employers and insurance plans. A competitor’s offerings, reputationreputation, and marketing strategies can have a substantial impact on its ability to attract and retain consumers, and we may face competition from existing or new market entrants with greater resources and better offerings, pricing, reputationsreputations, and market strategies, which would have a negative impact on our business. Any such competitor may be better able to respond quickly to new technologies, develop deeper relationships with consumers and industry participants, including pharmacies, PBMsPBMs, and telehealth providers, or offer more competitive discounts or pricing. While we negotiate protective terms related to our discounted prices, our intellectual property and our consumers, in our contracts with PBMs and partner pharmacies, such contracts are not exclusive and PBMs as well as our partner pharmacies can work with others in the industry to drive volume to their networks. For example, our contracts include provisions that, among others, restrict the ability of PBMs and our partner pharmacies to compete with us and solicit our consumers. We aim to differentiate our business through scale and by innovating and delivering offerings and services that demonstrate value to our new and existing consumers, particularly in response to frequent changes in medication pricing and the cost of medical care. Our failure to innovate and deliver offerings and services that demonstrate value, or to market such offerings and services effectively, may affect our ability to acquire or retain consumers, which could have a material adverse effect on our business, results of operations and financial condition.

We may also face competition from companies that we do not yet know about. If existing or new companies develop or market an offering similar to ours, develop an entirely new solution for access to affordable healthcare, acquire one of our existing competitors or form a strategic alliance with one of our competitors or other industry participants, our ability to compete effectively could be significantly impacted, which would have a material adverse effect on our business, results of operationsoperations, and financial condition.

Our TAM is based on internal estimates and third-party estimates regarding the size of each of the U.S. prescriptions market and pharma manufacturer solutionsdirect market, and is subject to significant uncertainty and is based on assumptions that may not prove to be accurate. In particular, we calculated the TAM for our prescription opportunity based on data from the Centers for Medicare & Medicaid Services regarding the expected size of U.S. prescription expenditures in 2024 and 2025, plus our estimated value of prescriptions that are written but not filled, which we estimate to range between 20% to 30% of the overall prescription opportunity. These estimates are based on third-party reports and are subject to significant assumptions and estimates. Additionally, we calculated the TAM for our pharma manufacturer solutionsdirect opportunity based on internal data regarding the amount of advertising and marketing spending by U.S. pharma manufacturers relating to prescription drugs in 2022. These estimates, as well as the estimates and forecasts elsewhere in this Annual Report on Form 10-K relating to the size and expected growth of the markets in which we operate, may change or prove to be inaccurate. While we believe the information on which we base our TAM is generally reliable, such information is inherently imprecise. In addition, our expectations, assumptions and estimates of future opportunities are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described herein. If third-party or internally generated data prove to be inaccurate or we make errors in our assumptions based on that data, our future growth opportunities may be affected. Additionally, our TAM for our prescription transactions offering includes medications for which we are currently not able to offer savings on the prices paid by non-insured and insured consumers and for which we may not be able to provide savings on in the future. If our TAM, or the size of any of the various markets in which we operate, proves to be inaccurate, our future growth opportunities may be limited and there could be a material adverse effect on our prospects, business, financial condition and results of operations.

We publicly disclose, including in our SEC filings, certain operational metrics, such as Monthly Active Consumers, Monthly Visitors, subscribers, subscription plans, savingssavings, and other metrics. We calculate these metrics using internal systems and tools that are not independently verified by any third party. These metrics may differ from estimates or similar metrics published by third parties or other companies due to differences in sources, methodologies or the assumptions on which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics have evolved and may continue to change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose on an ongoing basis. If the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we present may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring savings, the use of our platform and offeringsofferings, and other metrics.

Our telehealth offeringrelated isproducts and services are dependent on our ability to maintain our relationship with our telehealth provider network, including our affiliated professional entities, and the ability of such entities to recruit qualified telehealth providers.

The success of our telehealth offeringrelated dependsproducts and services depend in part on our continued ability to maintain our relationship with our telehealth provider network, including our affiliated physician-owned professional entities that we contract with to deliver our telehealth offering, and the ability of our affiliated professional entities to recruit qualified telehealth providers. There is significant competition in the telehealth market for qualified telehealth providers, and if our affiliated professional entities are unable to recruit or retain an adequate number of physicians and other healthcare professionals, whether directly or indirectly through staffing providers, such as Wheel, which provides a network of healthcare providers to our affiliated professional entities, it could negatively impact our telehealth offering. Moreover, if one or more of our relationships with these affiliated professional entities were to end, it could have a material adverse effect on our business, financial condition and results of operations and/or cause us to cease our telehealth offering.related products and services.

We receive a high degree of media coverage in the United States. Unfavorable publicity regarding, for example, the healthcare industry, healthcare costs, industry competition, litigationlitigation, or regulatory activity, the actions of the entities included or otherwise involved with our platform, negative perceptions of prescriptions included on our platform, medication pricing, pricing structures in place amongst the industry participants, pharmacy closures, our relationships with pharmacies, PBMsPBMs, and pharma manufacturers, our data privacy or data security practices, our platform or our revenue could materially adversely affect our reputation. Such negative publicity also could have an adverse effect on our ability to attract and retain consumers, partners, or employees, and result in decreased revenue, which would materially adversely affect our business, financial conditioncondition, and results of operations.

In recent years, we believe that consumer preferences and access to prescription medication discounts has increasingly shifted from traditional offline or analog channels, such as newspapers and by direct mail, to digital or electronic channels, such as apps, websiteswebsites, and by email. It is difficult to predict whether the pace of the transition from traditional to digital channels will continue at the same rate and the degree to which the growth of the digital channel will continue. While we actively promote the use of our apps and websites, if the demand for digital channels does not continue to grow as we expect, or if we fail to successfully address this demand through our platform, our business could be harmed. Consumer access and preferences for purchasing medications may evolve in ways which may be difficult to predict. Further, if PBMs or pharmacy operators elect to directly distribute pricing information through their own digital channels, or if new or existing competitors are faster or better at addressing consumer demand and preferences for digital channels, or are able to offer more accessible discounted prices to consumers, our ability and success in presenting discounted prices on our platform may be impeded and our business, financial conditioncondition, and results of operations would be adversely affected. For example, in the first half of 2025, we observed that one of our PBM partners began offering other third-party discount cards on their platform. This increased the direct competition we faced at the point-of-sale and had an adverse impact on our prescription transactions revenue. If we cannot maintain a sufficient offering of discounted prices on our platform, new consumers and existing consumers may perceive our platform as less relevant, consumer traffic to our platform could decline and, as a result, new consumers and existing consumers may decrease their use of our platform or subscription offerings, which would affect our contracts with certain partners included or otherwise involved with our platform and have a material adverse effect on our business, financial conditioncondition, and results of operations.

We have engaged outside consultants who function in the capacity of an internal audit group, and we planmay toengage continue to hirewith additional consultants, accounting and financial staff with appropriate public company experience and technical accounting knowledge as needed to maintain the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

Use of social media, emailsemails, and text messages may adversely impact our reputation, subject us to fines or other penalties or be an ineffective source to market our offerings.

We use social media, emailsemails, and text messages as part of our omnichannel approach to marketing and consumer outreach. Changes to these social networking services’ terms of use or terms of service that limit promotional communications, restrictions that would limit our ability or our consumers’ ability to send communications through their services, disruptions or downtime experienced by these social networking services or reductions in the use of or engagement with social networking services by consumers and potential consumers could also harm our business. As laws and regulations rapidly evolve to govern the use of these channels, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fineslitigation, fines, or other damages or penalties. In addition, our employees or third parties acting at our direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidentialconfidential, or sensitive personal information (including sensitive or health-related information) ("Confidential Information") of our business, employees, consumers or others. Any such inappropriate use of social media, emailsemails, and text messages could also cause reputational damage and adversely affect our business.

Our consumers may engage with us online through our social media pages, including, for example, our presence on Facebook, Instagram, X (formerly known as Twitter), and TikTok, by providing feedback and public commentary about all aspects of our business. Information concerning us or our offerings and brands, whether accurate or not, may be posted on social media pages at any time and may have a disproportionately adverse impact on our brand, reputationreputation, or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our business, financial condition, results of operations and prospects.

Additionally, we use emails and text messages to communicate with consumers and we collect consumer data, including email addresses and phone numbers, to further our marketing efforts with such consenting consumers. If we fail to adequately or accurately collect such data or if our data collection systems are breached, our business, financial conditioncondition, and results of operations could be harmed. Further, any failure, or perceived failure, by us, or any third parties processing such data, to comply with privacy policies or with any federal or state privacy or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or consumer protection would adversely affect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmental entities, consumers, suppliers or others or other liabilities or may require us to change our operations and/or cease using certain data sets.

Our future success also depends on our ability to adapt our systems and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features and reliability of our solutions in response to competitive services and offerings. The emergence of alternative platforms such as smartphones and tablets and the emergence of niche competitors who may be able to optimize offerings, services or strategies for such platforms will require new investment in technology. New developments in other areas, such as cloud computing, artificial intelligence ("AI"), and machine learning, have made it easier for competition to enter our markets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner. There is also no guarantee that we will possess the financial resources or personnel, for the research, designdesign, and development of new applications or services, or that we will be able to utilize these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future applications and services becoming uncompetitive or obsolete. If we were unable to enhance our offerings and platform capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to deliver competitive offerings at lower prices, more efficiently, more conveniently or more securely than our offerings, our business, financial conditioncondition, and results of operations could be adversely affected.

We depend on our information technology systems, and those of our third-party vendors, contractorscontractors, and consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business, financial condition and results of operations.

We collect and maintain information in digital form that is necessary to conduct our business, and we are increasingly dependent on information technology systems and infrastructure (“IT Systems”) to operate our business. InAdditionally, in the ordinary course of our business, we collect, storestore, and transmit large amounts of confidentialConfidential information, including intellectual property, proprietary business information and personal information.Information. It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidentialConfidential information.Information. We have established certain physical, electronictechnical, and organizational measures designed to safeguard and secure our systemsIT to prevent a data compromise,Systems and Confidential Information, and also rely on commercially available systems, software, tools, and monitoring to provide security for our IT Systems and the processing, transmissiontransmission, and storage of digitalConfidential information.Information. We have also outsourced elements of our IT Systems and data storage systems, and as a result a number of third-party vendors may or could have access to our confidentialConfidential information.Information.

Despite the implementation of certain preventative and detective security controls, such IT Systems are vulnerable to damage or interruption from a variety of sources, including telecommunications or network failures or interruptions, system malfunction, misconfigurations, natural disasters, malicious human acts, terrorismterrorism, and war. Such IT Systems, including our servers, are additionally vulnerable to physical or electronic break-ins, security breaches from inadvertent or intentional actions by our employees, third-party service providers, contractors, consultants, business partners, and/or other third parties, or from cyber-attacks by malicious third partiesparties, such as opportunistic hackers and hacktivists (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and availability of information). As we continue to embrace both hybrid and remote working, we may face increased cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. We may not be able to anticipate all types of security threats, and we may not be able to implement preventive measures that are effective against all such security threats. The techniques used by cyber criminals change frequently, including through the use of AI, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations, or hostile foreign governments or agencies. Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. In addition, the prevalent use of mobile devices that access confidentialConfidential informationInformation increases the risk of data security breaches, which could lead to the loss of confidentialConfidential informationInformation. Moreover, any integration of AI in our or otherany intellectualthird property.party's operations, products or services is expected to pose new or unknown cybersecurity risks and challenges.

We can provide no assurance that our current IT Systems, or those of the third parties upon which we rely, or Confidential Information, are fully protected against cybersecurity threats. We and certain of our service providers from time to time have been and are subject to cyberattacks and/or security incidents. Additionally, such cyberattacks and security incidents have and may remain undetected for an extended period of time. Even when a security incident is detected, the full extent of a breach, if any, may not be determined immediately. The costs to us to mitigate network security problems, bugs, viruses, worms, malicious software programsprograms, and security vulnerabilities could be significant, and while we have implemented certain security measures to protect our dataConfidential securityInformation and IT Systems, our efforts to address these problems may not be successful. These problems, whether related to our IT Systems and/or those of third parties upon which we rely, have resulted in, and may in the future, result in, unexpected interruptions, delays, cessation of service and other harm to our business. While we do not believe that we have experienced a significant system failure, accident or security breach to date that has had a material effect on us, including our operations, business strategy, results of operationsoperations, or financial condition, if such an event were to occur and cause sustained material interruptions in our operations, it could result in a material disruption of our offerings to consumers. Moreover, we and our third-party vendors collect, store, and transmit Confidential Information in the ordinary course of our business. If a computer security breach affects our systems or results in the unauthorized release of such Confidential Information, our reputation could be materially damaged. In addition, such breaches have required, and may in the future require, notification to governmental agencies, the media, or individuals pursuant to various federal and state privacy and security laws, as applicable, including HIPAA as well as regulations promulgated by the FTC and state breach notification laws. Such breaches and allegations of such breaches expose us to risks of loss and/or litigation and potential liability, which could materially adversely affect our business, results of operations, and financial condition. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully complied with or effective in protecting our systems and information.

If our or our third-party vendors’ security measures fail or are breached, it could result in unauthorized access to confidentialConfidential and proprietary business information, intellectual property, sensitive consumer data (including health-related information) or other personally identifiable informationInformation of our consumers, employees, partnerspartners, or contractors, a loss of or damage to our data,Confidential Information, or an inability to access data sources, process data or provide our services. Such failures or breaches of our or our third-party vendors’ security measures, or our or our third-party vendors’ inability to effectively resolve such failures or breaches in a timely manner, could severely damage our reputation, adversely impact consumer, partner, or investor confidence in us, and reduce the demand for our solutions and services. In addition, we could face litigation,litigation (including class action), significant damages for contract breach or other breaches of law, significant monetary penalties, or regulatory actions for violation of applicable laws or regulations, and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations. In addition, such breaches have required, and may require in the future, notification to governmental agencies, the media, or individuals pursuant to various federal and state privacy and security laws, as applicable, including HIPAA as well as regulations promulgated by the FTC and state breach notification laws. The costs related to significant security breaches or disruptions could be material and exceed the limits of the cybersecurity insurance we maintain against such risks. If the IT Systems of our third-party vendors become subject to disruptions or security breaches, we may have insufficient recourse against such third parties and we may have to expend significant resources to mitigate the impact of such an event, and to develop and implement protections to prevent future events of this nature from occurring. Any disruption or loss to IT Systems or Confidential Information on which critical aspects of our operations depend could have an adverse effect on our business.

We use AI and machine learning solutions in, and we may in the future integrate additional AI and/or machine learning solutions into, our platform, offerings, products and services, and these applications may become important in our operations over time. Our competitors or other industry participants may incorporate AI and/or machine learning into their products more quickly or more successfully than us, which could change our market dynamics and could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected. Generally, the use of AI and machine learning applications has in the past resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI and machine learning applications could adversely affect our reputation and results of operations. AI and machine learning also present emerging ethical issues and if our use of AI and/or machine learning becomes controversial, we may experience brand or reputational harm, competitivecompetitive, harm or legal liability. For example, various parties are leveraging existing laws to advocate for liability based on certain AI-related actions, including instances of discriminatory, tortious, or other undesired outcomes, and policymakers are adopting or considering the adoption of additional laws, regulations, or other actions with respect to AI. The rapid evolution of AI and machine learning, including potential government regulation thereof, could require us to devote significant resources to develop, testtest, and maintain our implementation of such technology in order to minimize unintended, harmful impact.

The regulatory framework for AI technologies is also rapidly evolving as many federal, statestate, and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations. Existing laws and regulations may be interpreted in ways that would affect the operation of our AI technologies. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.

Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI technologies, and new laws regulating AI technologies are expected to enter into force in the United States in 2025. The Trump administration has rescinded an executive order relating to the safe and secure development of AI Technologies that was previously implemented by the Biden administration. The Trump administration then issued a new executive order that, among other things, requires certain agencies to develop and submit to the president action plans to “sustain and enhance America’s global AI dominance,” and to specifically review and, if possible, rescind rule-making taken pursuant to the rescinded Biden executive order. Thus, the Trump administration may continue to rescind other existing federal orders and/or administrative policies relating to AI Technologies, or may implement new executive orders and/or other rule making relating to AI Technologies in the future. Any such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive. Agencies such as the Department of Commerce and the FTC have issued proposed rules governing the use and development of AI technologies. Legislation related to AI technologies has also been introduced at the federal level and is advancing at the state level. For example, on March 13, 2024, Utah passed the Utah AI Policy Act, which took effect in May 2024, imposing certain disclosure requirements on the use of AI, and on May 17, 2024, Colorado enacted the Colorado AI Act, which will take effect in FebruaryJune 2026.2026, and imposes various obligations on high-risk uses of AI. Further, the California Privacy Protection Agency ishas currently in the process of finalizingfinalized regulations under the CCPA regarding the use of automated decision-making. Such additional regulations may impact our ability to develop, use and commercialize AI technologies in the future.

It is possible that further new laws and regulations will be adopted in the United States, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI technologies for our business, or require us to change the way we use AI technologies in a manner that negatively affects the performance of our business and the way in which we use AI technologies. We may need to expend resources to adjust our operations in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions. Further, the cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI technologies). Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial conditioncondition, and results of operations.

Furthermore, the regulatory landscape impacting these areas is constantly evolving. Existing and future regulations and laws could impede the growth of the internet, e-commercee-commerce, or other online services. These regulations and laws may involve taxation, tariffs, privacy and data security, anti-spam, data protection, content, copyrights, distribution, electronic contracts, electronic communications, money laundering, electronic paymentspayments, and consumer protection. It is not clear how existing laws and regulations governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the internet as the vast majority of these laws and regulations were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. It is possible that general business regulations and laws, or those specifically governing the internet or e-commerce may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

Our business relies on email, mailmail, and other messaging channels and any technical, legal or other restrictions on the sending of such correspondence or a decrease in consumer willingness to receive such correspondence could adversely affect our business.

Form 10-K. A discussion of the year ended December 31, 20232024 compared to the year ended December 31, 20222023 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, 20232024 filed with the SEC on February 27, 2025, under the heading “Management’s

February 29, 2024, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

WeConversely, we have seen rapid changes in the U.S. retail pharmacy landscape recentlyas well, with Rite Aid's store closures in addition to announcements of store closures and reduction of footprint from various other 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.

•AdjustedNet EBITDAincome and Adjustednet EBITDAincome Marginmargin were $260.2$30.4 million and 32.8%,3.8%, respectively, compared to $217.4$16.4 million and 28.6%,2.1%, respectively.respectively; and

Revenue, net income (loss)income, and net income (loss) margin are financial measures prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. For a reconciliation and presentation of Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measures, information about why we consider Adjusted Revenue, 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.

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 such as the COVID-19 pandemic may have masked some of these trends in recent periods and may continue to impact these trends in the future.

We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDAEBITDA, 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.

Subscription plans havethrough beenthe impactedsecond byquarter aof sequential2024 decline in ourincluded subscription plans for Kroger Savings as a result of reduced marketing spend in relation to that offering,Savings, which sunset in July 2024.

Adjusted Revenue, 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 Revenue, 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 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 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 (loss) and revenue,income, the most directly comparable financial measuresmeasure calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively,EBITDA, and presents net income (loss) margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:

(2)Acquisition related expenses principally include costs for actual or planned acquisitions including related third party fees, legal, consultingconsulting, and other expenditures, and as applicable, severance costs and retention bonuses to employees related to acquisitions and change in fair value of contingent consideration.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,costs and losses from the disposal of certain technology and certain capitalized software.

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

(5)Loss on operating lease assetsasset includerepresents losses incurred from time to time relating to the abandonmentimpairment or subleaseabandonment of certain leased office spaces.space.

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 manufacturer solutions,direct, our subscription offerings, and our telehealth services. We consider PBMs, pharmacies, pharma manufacturersmanufacturers, healthcare providers, and consumers of our subscription and telehealth services, for which we have direct contractual agreements, to be our primary customers. We expect pharma manufacturer solutions to continue to grow as a percentage of total revenue in the near to medium term as we continue to scale and expand available services, capabilities and platforms of our pharma manufacturer solutions offering. All of our revenue has been generated in the United States.

Subscription revenue decreased $7.9$2.8 million, or 8%,3%, year-over year, primarily driven by a decrease in the number of subscription plans duewith to the sunset of Kroger Savings resulting in 684674 thousand subscription plans as of December 31, 20242025 compared to 884684 thousand as of December 31, 2023. Kroger Savings contributed $9.0 million of subscription revenue in 2023 and $1.1 million in 2024. Given the subscription fee is higher for Gold relative to Kroger Savings, the sunset of Kroger Savings resulted in a higher year-over-year decline in subscription plans relative to subscription revenue.

Pharma manufacturer solutionsdirect revenue increased $22.2$44.1 million, or 26%,41%, year-over year, driven by organic growth as we continued to expand our market penetration with pharma manufacturers and other customers. The prior year included a $10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our restructuring activities, which was recognized as a reduction of revenue. vitaCare Prescription Services, Inc., ("vitaCare"), a solution impacted by the restructuring, contributed ($2.2) million of net revenue in 2023 (which is net of the $10.0 million contract termination payment described above) compared to nil in 2024. We expect pharma manufacturerdirect solutionsrevenue to continue to grow as a percentage of total revenue in the near to medium term as we continue to scale and expand available services, capabilities and platforms of our pharma manufacturer solutionsdirect offering.

Product development and technology expenses decreased $12.1$2.7 million, or 9%,2%, year-over-year, primarily driven by a $9.4$8.4 million decrease in payroll and related costs largely due to higher capitalization of such costs related to the development of internal-use software and a $8.0 million loss recognized in 2023 on the disposal of certain capitalized software that were not yet ready for their intended use, principally as a result of the restructuring of our pharma manufacturer solutions offering. The impact from these drivers wassoftware, partially offset principally by a $4.3 millionan increase in third-party services and contractors associated with non-capitalizable product development and allocated overhead.activities.

Depreciation and amortization expenses decreasedincreased $38.1$15.7 million, or 35%,23%, year-over-year, primarily driven by $46.7 million of amortization recognized in 2023 related to certain intangible assets, which had been accelerated in connection with the restructuring of our pharma manufacturer solutions offering. The impact from this driver was partially offset by higher amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction of new products and features.

We recognized a loss on extinguishment of debt of $2.1 million in 2024 related to the write-off of a portion of existing unamortized debt issuance costs and discounts as a result of our debt refinancerefinancing in July 2024. For additional information, see Note 12 in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10- K.

Interest income decreased by $8.9$12.3 million, or 28%,53%, year-over-year, primarily due to lower average balance of cash equivalents held in U.S. treasury securities money market funds.funds and lower interest rates.

Interest expense decreased by $3.8$10.3 million, or 7%,19%, year-over-year, primarily due to lower average debt balances,balances partiallyand offset by higherlower interest rates.

Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity issuances, and borrowings under our long-term debt arrangements. OurAs of December 31, 2025, our principal sources of liquidity are our cash and cash equivalents and borrowings available under our $100.0$88.0 million secured revolving credit facility,facility ofthat which $12.0 million will mature on July 11, 2025 and $88.0 millionmatures on April 10, 2029. As of December 31, 2024,2025, we had cash and cash equivalents of $448.3$261.8 million and $91.7$80.2 million available under our revolving credit facility. For additional information regarding our revolving credit facility and our term loan, see Note 12 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

If necessary, we may borrow funds under our revolving credit facility to finance our liquidity requirements, subject to customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. In particular, the current economic uncertainty, including rising inflationinflation, new or increased tariffs, and socio-political events, has resulted in, and may continue to result in, significant disruption of global financial markets, including rising interest rates, reducingwhich could reduce our ability to access capital. If we are unable to raise additional funds when needed or on the terms desired, our business, financial conditioncondition, and results of operations could be adversely affected.

Net cash provided by operating activities consists of net income (loss) adjusted for certain non-cash items and changes in assets and liabilities. The $45.6$16.0 million year-over-year increasedecrease in net cash provided by operations was due to an increase in earnings after adjusting for non-cash adjustments and a decrease of $24.0$58.5 million in cash outflow from changes in operating assets and liabilities.liabilities, partially offset by an increase in earnings after adjusting for non-cash adjustments. The changes in operating assets and liabilities were primarily driven by the timing of income tax payments and refunds, as well as by the timing of payments of accounts payable and prescription reimbursement liabilities, collections of accounts receivable.receivable and prescription reimbursement assets, and the timing of income tax payments and refunds.

Net cash used in investing activities primarily consists of cash used for software development costs and capital expenditures, and may also include cash used for acquisitions and investments that we may make from time to time. The $14.6$49.6 million increase in net cash used in investing activities was primarily driven by acash $14.4paid millionfor increasebusiness acquisitions in capitalization of certain qualified costs related to the development of internal-use software.2025.

Net cash used in financing activities primarily consists of payments related to our debt arrangements, repurchases of our Class A common stock, and net share settlement of equity awards, partially offset by debt borrowings,borrowings and proceeds from exercise of stock options as well as our employee stock purchase plan.options. The $170.1$103.0 million year-over-year increasedecrease in net cash used in financing activities was primarily driven by ana increasedecrease of $161.7$162.0 million ofin net repayments on our term loan as a result of our debt refinance in July 2024 and a $54.9 million increase in payments for repurchases of our Class A common stock. The impact from these drivers was partially offset by a $35.7$15.3 million decrease in employee taxes paid related to net share settlement of equity awardsawards. The impact from these drivers was partially offset by a $57.5 million increase in payments for repurchases of our Class A common stock and a $13.1$19.0 million increasedecrease in proceeds from exercise of stock options.

See Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information on certainan accounting standardsstandard adopted in 20242025 and recent accounting announcements that have not yet been required to be implemented and may be applicable to our future operations.

Our audited consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K are prepared in accordance with GAAP. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expensesexpenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. An accounting policy is deemed critical if it is both important to the portrayal of our financial condition and results and requires us to make difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. An accounting estimate is deemed critical where the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the impact of the estimate on our financial condition or operating performance is material. We believe that the accounting policies described below involve a significant degree of judgment and complexity. Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations. For further information of the below critical accounting policies and estimates and our other significant accounting policies, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

•“Monthly Active Consumers” refers to the number of unique consumers who have used a GoodRx code to purchase a prescription medication in a given calendar month and have saved money compared to the list price of the medication. A unique consumer who uses a GoodRx code more than once in a calendar month to purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique consumer who uses a GoodRx code in two or three calendar months within a quarter will be counted as a Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our subscription offerings, consumers of our GoodRx Pharma Direct ("Pharma Direct") offering, or consumers who used our telehealth offering. When presented for a period longer than a month, Monthly Active Consumers is averaged over the number of calendar months in such period. For example, a unique consumer who uses a GoodRx code twice in January, but who did not use our prescription transactions offering again in February or March, is counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly Active Consumers for such quarter (average of 1, 0 and 0). A unique consumer who uses a GoodRx code in January and in March, but did not use our prescription transactions offering in February, would be counted as 1 in January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such quarter. Effective January 1, 2025, Monthly Active Consumers from acquired companies are included beginning from the acquisition date.

•“subscribers” and similar references refer to our consumers that are subscribed to our subscription offerings, GoodRx Gold (“Gold”), condition-specific subscription programs which first launched in June 2025, and RxSmartSaver+ powered by GoodRx ("RxSmartSaver+") which launched in July 2025.2025, and GoodRx Companion which launched its monthly and annual plans in May and July 2026, respectively. References to subscription plans as of a particular date represent an active subscription to any one of our aforementioned subscription offerings as of the specified date. For Gold and RxSmartSaver+, each subscription plan may represent more than one subscriber since family subscription plans may include multiple members.

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,instance, in the first quarter of 2026, we announced the launch of Employer Direct, a new platform designed to help employers address gaps in traditional insurance coverage by pairing their existing benefits with integrated cash pricing in order to expand affordability and access for their employees. We also continued to grow our consumer direct pricing and announced a collaboration with a pharmaceutical manufacturer to offer eligible patients nationwide access to certain medications, including Lipitor®, Celebrex®, Viagra®, and Norvasc®, at a significantly lower cash price through our platform. Additionally, we launched GoodRx Companion in the second quarter of 2026, a new subscription offering that provides consumers access to free and low-cost generic medications, affordable online care visits, and savings on routine healthcare services.

With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our business. Widening coverage gaps, elevated out-of-pocket costs, and a growing uninsured population are increasing demand for pricing transparency and affordability solutions. As a result, cost is becoming a more significant factor earlier in the patient journey, with consumers and providers actively evaluating cost before prescribing and filling, pharma manufacturers expanding direct-to-consumer strategies, employers seeking solutions for high-cost therapies, and pharmacies adapting to more transparent, digitally enabled fulfillment models. As these dynamics evolve, how affordability is presented and experienced by consumers is becoming increasingly important, shaping not just awareness, but whether patients ultimately move forward with treatments. Separately, as previously described in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 10-K, 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 sponsoredgovernment-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. We are observing early utilization of the platform, with initial demand concentrated in GLP-1 therapies. Based on preliminary data, this utilization appears to be incremental, expanding access to new patients rather than displacing existing demand.demand, and has not had a material impact on our business to date. In May 2026, an expansion of TrumpRx was announced to include more than 600 generic medications and additional price-comparison and pharmacy fulfillment tools, with integrated discount offerings from GoodRx and other direct-to-consumer pharmacy platforms. The potential impact of TrumpRx on our business, offerings, or results of operations remains uncertain and could be material. 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.

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 the second quarter of 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 ConsumersConsumers, thatall of which we expect will continue in the near term and are reflected in our year-over-year comparative results below.

For the three months ended MarchJune 31,30, 2026 as compared to the same period of 2025:

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 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 the three and six months ended MarchJune 31,30, 2026 and 2025, revenue equaled Adjusted Revenue.

The following table sets forth our results of operations for the three months ended MarchJune 31,30, 2026 and 2025:

Prescription transactions revenue decreased $35.2$36.7 million, or 24%,26%, year-over-year, primarily driven by a decrease in the number of our Monthly Active Consumers due to the broader changes in the retail pharmacy landscape including store closures and volume reduction in one of our integrated savings programs as discussed above.above, as well as the deliberate shift of product and marketing investment toward our new subscription offerings. The year-over-year decrease was also due to lower unit economics which we expect to continue in the near-term as we made deliberate decisions to favor long-term durability and certainty. The impact from these factors was partially offset by revenue contribution from oura 2025prescription acquisitionsdelivery technology business we acquired in October 2025, which provided a 3% year-on-yearyear-over-year increase in prescription transactions revenue.

Subscription revenue increased $3.4$8.1 million, or 16%,39%, year-over-year, primarily driven by the introductionexpansion and growth of our condition-specific subscription programs beginningprograms, in theparticular secondweight quarterloss, ofas 2025well andas a relatedresulting increase in the number of subscription plans with 717764 thousand subscription plans as of MarchJune 31,30, 2026 compared to 680668 thousand as of MarchJune 31,30, 2025.

Pharma Direct revenue increased $23.6$26.6 million, or 82%,76%, year-over-year, driven by organic growth as we continued to expand our market penetration with pharma manufacturers and other customers, in particular our GLP-1 access programs, which are part of our consumer direct pricing.

Cost of revenue increased $6.8$7.6 million, or 51%,57%, year-over-year, primarily driven by a $3.5$3.8 million increase in costs related to our condition-specific subscription programs, a $3.8 million increase in prescription delivery costs from ScriptDrop, Inc.,as a result of a prescription delivery technology business we acquired in October 2025,2025 and a $3.0 million increase in fulfillment costs for certain solutions provided to customers under our Pharma Direct offering,offering. andThe impact of these drivers was partially offset by a $2.5$1.8 million increasedecrease in costsprocessing related to our condition-specific subscription programs.fees. We expect cost of revenue to continue to growincrease on a year-on-yearyear-over-year basis in the near term as we continue to scale and expand our variousofferings, particularly our Pharma Direct and subscription offerings.

SalesProduct development and marketingtechnology expenses decreased $3.5$3.2 million, or 4%,11%, year-over-year, primarily driven by a decrease in advertisingpersonnel expenses.related costs due to lower average headcount.

GeneralSales and administrativemarketing expenses decreased $2.8$2.9 million, or 9%,3%, year-over-year, primarily driven by a $4.4 million impairment loss related to a leased office spacedecrease in 2025.advertising expenses.

For the three months ended MarchJune 31,30, 2026 and 2025, we had income tax expense of $4.5$6.9 million and $5.6$6.7 million, respectively, and an effective income tax rate of 79.3%44.8% and 33.7%,34.4%, respectively. The year-over-year decrease inWhile income tax expense remained relatively flat year-over-year, the increase in effective income tax rate was primarily driven by a decrease in income before income taxes, partially offset by an increase in the estimated annual effective income tax rate and tax effects from our equity awards.awards, partially offset by a decrease in income before income taxes.

Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity issuances, and borrowings under our long-term debt arrangements. As of MarchJune 31,30, 2026, our principal sources of liquidity are our cash and cash equivalents and borrowings available under our $88.0 million secured revolving credit facility that matures on April 10, 2029. As of MarchJune 31,30, 2026, we had cash and cash equivalents of $235.7$296.1 million and $80.4 million available under our revolving credit facility.

As of MarchJune 31,30, 2026, there were no material changes to our primary short-term and long-term requirements for liquidity and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 10-K.

GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result, GoodRx Holdings, Inc. is largely dependent upon cash distributions and other transfers from its subsidiaries to meet its obligations and to make future dividend payments, if any. Our existing debt arrangements contain covenants restricting payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met. These covenants provide for certain exceptions for specific types of payments. Based on these restrictions, all of the net assets of GoodRx, Inc. were restricted pursuant to the terms of our debt arrangements as of MarchJune 31,30, 2026. Since the restricted net assets of GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, see Note 18 to our consolidated financial statements included in our 2025 10-K for the condensed parent company financial information of GoodRx Holdings, Inc.

The $30.2$34.1 million year-over-year decrease in net cash used in investing activities was almost entirelyprimarily driven by cash paid for VCRx, a business acquisitionwe acquired in January 2025.

During the three months ended MarchJune 31,30, 2026, there have been no significant changes to our critical accounting policies and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 10-K.