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What changed in GoodRx Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GoodRx Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+414 added−410 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in GoodRx Holdings, Inc.'s 2025 10-K

414 paragraphs added · 410 removed · 332 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

59 edited+19 added−12 removed74 unchanged
Biggest changeIf we are unable to retain favorable contractual arrangements with our PBM partners, including any successor PBMs should there be further consolidation of PBMs, we may lose them as customers, or the negotiated rates provided by such PBMs may become less competitive, which could have an adverse impact on our platform. 13 Table of Contents 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.
Biggest changeIf we are unable to retain favorable contractual arrangements with our PBM partners and partner pharmacies, including any successor PBMs should there be further consolidation of PBMs or pharmacies, we may lose them as customers and partners, as applicable, or the negotiated rates provided by such PBMs or directly through such partner pharmacies may become less competitive, which could have an adverse impact on our platform.
Such regulations include the CAN-SPAM Act, the Telephone Consumer Protection Act of 1991, the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (together with their implementing regulations, collectively, “HIPAA”), Section 5(a) of the Federal Trade Commission Act, certain state data privacy and security laws, including, but not limited to, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, “CCPA”), Washington State My Health My Data Act and other state data privacy and security laws.
Such laws and regulations include, but are not limited to, the CAN-SPAM Act, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (together with their implementing regulations, collectively, “HIPAA”), Section 5(a) of the Federal Trade Commission Act, certain state data privacy and security laws, including, but not limited to, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, “CCPA”), Washington State My Health My Data Act and other state data privacy and security laws.
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.
We work with dozens of PBMs that maintain cash networks and prices , and the number of PBMs we work with has 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.
We provide consumers with expert medication information, as well as pricing and coverage information made possible through our robust data sources and staff of experienced researchers . • Healthcare Professionals: Physicians and other healthcare professionals are motivated to help patients, and, increasingly, are judged by patient outcomes.
We provide consumers with expert medication information, as well as pricing and coverage information made possible through our robust data sources and staff of experienced researchers. • Healthcare Providers: Physicians and other healthcare professionals are motivated to help patients, and, increasingly, are judged by patient outcomes.
Our subscription offerings are designed to be easy to use and provide subscribers with added benefits and features, such as increased discounts on prescription prices, discounted virtual care visits, and free home delivery on eligible medications. • Gold: We offer a subscription savings program whereby subscribers generally pay a monthly or annual fee for access to even lower prices in select participating pharmacies amongst other benefits, including a mail delivery feature. • Partnership Subscriptions : From time to time, we may partner with retailers to offer tailored subscription products.
Our subscription offerings are designed to be easy to use and provide subscribers with added benefits and features, such as, where applicable, increased discounts on prescription prices, discounted virtual care visits, or free home delivery on eligible medications. • Gold: We offer a subscription savings program whereby subscribers generally pay a monthly or annual fee for access to even lower prices in select participating pharmacies amongst other benefits, including a mail delivery feature and discounted virtual care visits. • Partnership Subscriptions: From time to time, we may partner with retailers to offer tailored subscription products.
We work closely with pharmacies to ensure that pharmacists are educated on how to use our apps and websites, and know how to apply GoodRx codes at the point of sale. Additionally, we enter into direct contractual agreements with select pharmacies to provide consumers access to discounted prices and further drive incremental sales to these partner pharmacies.
We work closely with pharmacies to ensure that pharmacists are educated on how to use our apps and websites, and know how to apply GoodRx codes at the point of sale. We also enter into direct contractual agreements with select pharmacies to provide consumers access to discounted prices and further drive incremental sales to these partner pharmacies.
To read more about our approach to privacy laws and the regulations, please see Part I, Item 1A, “Risk Factors—Risks Related to Our Business—Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations, standards and other requirements could adversely affect our business, financial condition and results of operations.” State Licensing Requirements Certain states have enacted laws regulating companies that offer and market discount prescription drug coupons and/or medical services.
To read more about our approach to privacy and security laws and the regulations, please see Part I, Item 1A, “Risk Factors – Risks Related to Our Business – Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations, standards, and other requirements could adversely affect our business, financial condition and results of operations .” 15 Table of Contents State Licensing Requirements Certain states have enacted laws regulating companies that offer and market discount prescription drug coupons and/or medical services.
Government Regulation Data Privacy and Security Laws The data we collect and process is an integral part of our products and services, allowing us to ensure our prices are accurate, surface the most relevant prices and reach consumers with savings information.
Government Regulation Data Privacy and Security Laws The data we collect and process is an integral part of our products and services, for example, allowing us to ensure our prices are accurate, surface the most relevant prices and reach consumers with savings information.
In addition, starting in 2023, we engaged with several PBM partners for our integrated savings program , which integrates our competitive discounts and pricing in a seamless experience at the pharmacy counter for eligible plan members they serve.
For example, starting in 2023, we engaged with several PBM partners for our integrated savings program, which integrates our competitive discounts and pricing in a seamless experience at the pharmacy counter for eligible plan members they serve.
For further information, please see Part I, Item 1A, “Risk Factors—Risks Related to the Healthcare Industry—Our telehealth offering offered to consumers is subject to various state laws and regulations governing the provision of telehealth services.” and “Risk Factors—Risks Related to the Healthcare Industry—Our telehealth offering and relationships with our affiliated physician-owned professional entities may implicate laws governing the practice of medicine and fee-splitting.” Healthcare Fraud and Abuse Laws Although the consumers who use our offerings do so outside of any medication or other health benefits covered under their health insurance, including any commercial or government healthcare program, we may nonetheless be subject to a number of federal and state healthcare regulatory laws that restrict certain business practices in the healthcare industry.
For further information, please see Part I, Item 1A, “Risk Factors – Risks Related to the Healthcare Industry – Our telehealth related products and services are subject to various state laws and regulations governing the provision of telehealth services .” and “Risk Factors – Risks Related to the Healthcare Industry – Our telehealth related products and services and relationships with our affiliated physician-owned professional entities may implicate laws governing the practice of medicine and fee-splitting .” Healthcare Fraud and Abuse Laws Although the consumers who use our offerings do so outside of any medication or other health benefits covered under their health insurance, including any commercial or government healthcare program, we may nonetheless be subject to a number of federal and state healthcare regulatory laws that restrict certain business practices in the healthcare industry.
We leverage major third-party cloud and data service providers and have built a modular system of services on top of this infrastructure. • Secure: Trust is critical to our relationship with both our consumers and our partners and we take security and privacy very seriously. We implement security procedures and policies informed by various industry-standard frameworks.
We leverage major third-party cloud and data service providers and have built a modular system of services on top of this infrastructure. • Secure: Trust is critical to our relationship with both our consumers and our partners and we take security and privacy very seriously. We implement security procedures and policies informed by various industry-standard 12 Table of Contents frameworks.
E ven if a contract with a PBM were to be terminated, many of our contracts require the PBM to continue to pay us for activity by consumers originally directed to their pricing by us, even subsequent to the contract termination.
Even if a contract with a PBM were to be terminated, many of our contracts require the PBM to continue to pay us for activity by consumers originally directed to their pricing by us, even subsequent to the contract termination.
Our patents and patent applications relate to software and services, including our ability to combine prices from multiple PBMs together in a single consumer interface. Our issued patents begin expiring in 2034 , excluding any patent term adjustment.
Our patents and patent application relate to software and services, including our ability to combine prices from multiple PBMs together in a single consumer interface. Our issued patents begin expiring in 2034 , excluding any patent term adjustment.
Our pricing sources span the healthcare industry and include PBMs, pharmacies, pharma manufacturers, patient assistance programs, and others, making it difficult to replicate the data we possess and share with consumers.
Our pricing sources span the healthcare industry and include PBMs, pharmacies, pharma manufacturers, patient assistance programs, consumer direct pricing, and others, making it difficult to replicate the data we possess and share with consumers.
For additional information, see “We rely on a limited number of industry participants.” in Part I, Item 1A, “Risk Factors” included elsewhere in this Annual Report on Form 10-K.
For additional information, see “ We rely on a limited number of industry participants .” in Part I, Item 1A, “Risk Factors” included elsewhere in this Annual Report on Form 10-K .
Additionally, we have registered domain names for websites that we use in our business, such as www.goodrx.com We continually review our development efforts to assess the existence and patentability of new intellectual property and we intend to pursue additional intellectual property protection to the extent we believe it would advance our business objectives.
Additionally, we have registered domain names for websites that we use in our business, such as www.goodrx.com. 14 Table of Contents We continually review our development efforts to assess the existence and patentability of new intellectual property and we intend to pursue additional intellectual property protection to the extent we believe it would advance our business objectives.
PBMs are the most common source of pricing information. Our proprietary technology enables us to combine prices from multiple PBMs and other industry sources and display it on a single consumer interface. We believe that we maintain the largest database of aggregated pricing information across PBMs in the United States.
PBMs are the most common source of pricing information. Our proprietary technology enables us to combine prices from multiple PBMs and other industry sources and display it on a single consumer interface. We believe that we maintain 10 Table of Contents the largest database of aggregated pricing information across PBMs in the United States.
This results in high repeat activit y, which refers to the second and later use of our discounted prices by a single GoodRx consumer, on our platform. We track prices and update our database on a daily basis, which helps ensure that consumers have access to accurate prescription pricing.
This results in high repeat activity, which refers to the second and later use of our discounted prices by a single GoodRx consumer, on our platform. We track prices and update our database on a daily basis, which helps ensure that consumers have access to accurate prescription pricing.
Our proprietary technology enables us to aggregate prescription pricing data points from sources spanning the healthcare industry. We structure and normalize the presentation of the data to give consumers curated, geographically relevant pricing information that is accessible through our apps or websites for free.
Our proprietary technology enables us to aggregate prescription pricing data points from sources spanning the healthcare industry. We structure and normalize the presentation of the data to give consumers dynamic, geographically relevant prescription pricing that is accessible through our apps or websites for free.
Pharma Manufacturer Solutions Offering Brand medications tend to be expensive, and insurance coverage is complicated and may be restrictive. As a result, many consumers are not able to access or afford their medications. Pharma manufacturers provide affordability solutions such as co-pay cards, patient assistance programs, care portals and other savings options so that consumers can access their medications.
Pharma Direct Offering Brand medications tend to be expensive, and insurance coverage is complicated and may be restrictive. As a result, many consumers are not able to access or afford their medications. Pharma manufacturers provide affordability solutions such as co-pay cards, patient assistance programs, consumer direct pricing, care portals, and other savings options so that consumers can access their medications.
We have and may in the future offer incentives to certain consumers that further reduce 11 Table of Contents discounted prices offered on our platform for a limited time and on a limited number of prescription drugs to attract new and re-engage existing consumers.
We have and may in the future offer incentives to certain consumers that further reduce discounted prices offered on our platform for a limited time and on a limited number of prescription drugs to attract new and re-engage existing consumers.
This price comparison platform processes over 360 billion pricing data points every day and integrates that data into a user-friendly interface which provides consumers with curated, geographically relevant prescription pricing, and access to negotiated prices through GoodRx codes that can be used to save money on prescriptions across the United States.
This price comparison platform processes over 420 billion pricing data points every day and integrates that data into a user-friendly interface which provides consumers with dynamic, geographically relevant prescription pricing, and access to negotiated prices through GoodRx codes that can be used to save money on prescriptions across the United States.
To date, no PBM has terminated a relationship with GoodRx, Inc., which highlights the strength of our relationships alongside the value we deliver. 9 Table of Contents ◦ Pharmacies: With GoodRx, pharmacies can reduce ‘walk away’ patients and prescriptions abandoned at the counter due to high cost, and can also increase overall sales through additional foot-traffic.
To date, no significant PBM has terminated a relationship with GoodRx, Inc., which highlights the strength of our relationships alongside the value we deliver. ◦ Pharmacies: With GoodRx, pharmacies can reduce ‘walk away’ patients and prescriptions abandoned at the counter due to high cost, and can also increase overall sales through additional foot-traffic.
We have a multi-prong approach for this strategy which includes: ◦ Pharma Manufacturer Solutions Offering: We believe our trusted brand, large volume of high intent consumers and easy-to-use consumer experience make our offering highly attractive to pharma manufacturers.
We have a multi-prong approach for this strategy which includes: ◦ Pharma Direct Offering: We believe our trusted brand, large volume of high intent consumers and easy-to-use consumer experience make our offering highly attractive to pharma manufacturers.
Our competitors vary in size and breadth of their offerings. • In prescriptions discounts and price comparisons, our competition is fragmented and consists of competitors that are both larger and smaller than us in scale, including large e-commerce companies. • Our pharma manufacturer solutions offering competes for advertising and market access budget allocation against platforms on which manufacturers can reach consumers, including health-related websites and mobile apps, and services supporting patient access.
Our competitors vary in size and breadth of their offerings. • In prescription discounts and price comparisons, our competition is fragmented and consists of competitors that are both larger and smaller than us in scale, including large e-commerce companies. • Our pharma direct offering competes for advertising and market access budget allocation against platforms on which manufacturers can reach consumers, including health-related websites and mobile apps, and services supporting patient access.
We believe our pharma manufacturer solutions offering delivers a product that both increases overall consumer satisfaction and drives incremental consumer lifetime value at a low incremental cost to us. We expect to grow this offering through further engagement with pharma manufacturers.
We believe our pharma direct offering delivers a product that both increases overall consumer satisfaction and drives incremental consumer lifetime value at a low incremental cost to us. We expect to grow this offering through further engagement with pharma manufacturers.
Industry Challenges Despite the approximately $4.9 trillion U.S. healthcare market being one of the largest sectors of the U.S. economy, it remains opaque and highly fragmented for consumers. Even simple healthcare transactions, such as finding a doctor or filling a prescription at an affordable price, are often difficult.
Industry Challenges Despite the approximately $5.3 trillion U.S. healthcare market being one of the largest sectors of the U.S. economy, it remains opaque and highly fragmented for consumers. Even simple healthcare transactions, such as finding a doctor or filling a prescription at an affordable price, are often difficult.
We also enable consumers to save on brand medications. We believe that the prices available through our platform are highly competitive, for both insured and uninsured consumers, and our platform enables consumers to save on prescription medications regardless of whether the consumer is insured or not.
The majority of the utilization of our platform relates to generic medications. We also enable consumers to save on brand medications. We believe that the prices available through our platform are highly competitive, for both insured and uninsured consumers, and our platform enables consumers to save on prescription medications regardless of whether the consumer is insured or not.
Today, we believe our expanded platform improves the health and financial well-being of American families by providing easy access to price transparency and affordability solutions for generic and brand medications both for consumers and healthcare providers, other healthcare services, including telehealth services, and wellness related content.
Today, we believe our expanded platform improves the health and financial well-being of American families by providing easy access to price transparency and affordability solutions for generic and brand medications both for consumers and healthcare providers, other healthcare product and services, including certain condition-specific end-to-end solutions, telehealth services, and wellness related content.
We plan to continue to expand the number of pharma manufacturers with which we work, increase brand penetration, and increase the number of solutions each of them uses, as well as enhance our existing offerings and introduce new integrated technology solutions that will allow manufacturers to interact with our consumer base more effectively. ◦ Subscription Offerings: We believe our subscription offerings, and our Gold subscription offering in particular, have higher l ifetime value than our prescription transactions offering .
We plan to continue to expand the number of pharma manufacturers with which we work, increase brand penetration, and increase the number of solutions each of them uses, as well as enhance our existing offerings and introduce new integrated technology solutions that will allow manufacturers to interact with our consumer base more effectively. ◦ Subscription Offerings: We believe our subscription offerings have higher lifetime value than our prescription transactions offering .
Pharma manufacturers provide affordability solutions, such as co-pay cards, patient assistance programs including point-of-sale discount programs, and other savings options, so that consumers can access their medications. We partner with pharma manufacturers to advertise and integrate these affordability solutions into our platform.
Pharma manufacturers provide affordability solutions, such as co-pay cards, patient assistance programs, consumer direct pricing (formerly point-of-sale discount programs) , and other savings options, so that consumers can access their medications. We partner with pharma manufacturers to advertise and integrate these affordability solutions into our platform.
We help these healthcare professionals improve patient outcomes by encouraging medication adherence and providing a consumer-friendly service. In addition, our Provider Mode platform provides healthcare providers with a more customized experience and tools to support patients throughout their healthcare journey.
We help these healthcare professionals improve patient outcomes by encouraging medication adherence and providing a consumer-friendly service, including access to prescription delivery services. In addition, our Provider Mode platform provides healthcare providers with a more customized experience and tools to support patients throughout their healthcare journey.
We believe this market opportunity is substantial and estimate the total addressable market (" TAM ") for our primary solutions to be between $600 billion and $710 billion .
We believe this market opportunity is substantial and estimate the total addressable market ("TAM") for our primary solutions to be betwee n $600 billion and $710 billion .
Since we receive, use, transmit, disclose and store personal information, including health-related information, we are subject to numerous state and federal laws and regulations that address privacy, data protection and the collection, storing, sharing, use, transfer, disclosure and protection of certain types of data.
Since we receive, use, transmit, disclose, store, and otherwise process personal information, including health-related information, we are subject to numerous state and federal laws and regulations that address privacy, data protection and the collection, storing, sharing, use, transfer, disclosure, and protection of this information.
Eligible plan members only need to utilize their existing benefit card at their preferred in-network pharmacy to benefit from our discounts and pricing, with no further action required.
Eligible plan members only need to utilize their existing benefit card at their preferred in-network 13 Table of Contents pharmacy to benefit from our discounts and pricing, with no further action required.
We collect and may use personal information to help run our business (including for analytical and marketing purposes) and to communicate and otherwise reach our consumers. In some instances, we may use third party service providers to assist us in the above.
We collect and use personal information, including health-related information, to, among other reasons, help run our business (including for analytical and marketing purposes) and to communicate and otherwise reach our consumers. In some instances, we may use third party service providers to assist us in the above.
Access to discounted prices is free for consumers through our platform. ◦ Our subscription offerings, part of our prescription marketplace, provide consumers and their families with access to even lower prescription prices on select medications in select pharmacies for a monthly or annual subscription fee.
Access to discounted prices is free for consumers through our platform. ◦ Our subscription offerings, part of our prescription marketp lace, specifically Gold and RxSmartSaver+ provide consumers and their families with access to even lower prescription prices on select medications in select pharmacies for a monthly or annual subscription fee.
We h ave steadily increased the number of PBMs with which we work over time. To date, no PBM has terminated a relationship with GoodRx, Inc.
We have steadily increased the number of PBMs with which we work over time. To date, no significant PBM has terminated a relationship with GoodRx, Inc.
Integrating philanthropic initiatives into corporate activities not only allows us to channel our collective resources and productivity outwards, but also strengthens our brand reputation, employee engagement, and customer loyalty.
Integrating philanthropic initiatives into corporate activities not only allows us to channel our collective resources and productivity outwards, but also strengthens our brand reputation, employee engagement, and customer loyalty. Our People and Culture Our people are essential to our success .
In managing our business, we strive to develop and implement policies and programs that support our business goals, maintain competitiveness, promote shared fiscal responsibility among our company and our employees, strategically align talent within our organization and reward performance, while also managing the costs of such policies and programs.
In managing our business, we develop and implement policies and programs that support our strategic goals, maintain competitiveness, promote shared fiscal responsibility among our company and our employees, align talent across the organization and reward performance while managing the costs of such policies and programs.
We partner with pharma manufacturers to advertise and integrate these affordability solutions into our platform. For example, our point-of-sale discount programs help lower the cash price of certain branded medications for consumers at the pharmacy counter with little friction, and are increasingly being used by pharma manufacturers to reach more patients.
We partner with pharma manufacturers to advertise and integrate these affordability solutions into our platform. For example, our consumer 11 Table of Contents direct pricing help lower the cash price of certain branded medications for consumers at the pharmacy counter with little friction, and are increasingly being used by pharma manufacturers to reach more patients.
This includes a $581 billion to $691 billion prescription opportunity, which is inclusive of our estimated value of prescriptions that are written but not filled, and a $19 billion pharma manufacturer solutions opportunity. Prescription Opportunity We started our business with a focus on the U.S. prescriptions market. The majority of the utilization of our platform relates to generic medications.
This includes a $581 billion to $691 billion prescription opportunity , 8 Table of Contents which is inclusive of our estimated value of prescriptions that are written but not filled, and a $19 billion pharma direct opportunity . Prescription Opportunity We started our business with a focus on the U.S. prescriptions market.
Consumers can use GoodRx at nearly every retail pharmacy in the United States. ◦ Pharma Manufacturers: Brand medications tend to be more expensive than generics, and insurance coverage is complicated.
Consumers can use GoodRx at nearly every retail pharmacy in the United States. Additionally, pharmacies also acces s our prescription delivery services to reach more consumers. ◦ Pharma Manufacturers: Brand medications tend to be more expensive than generics, and insurance coverage is complicated.
Although the majority of our pricing information comes from PBMs, we also collect pricing data points from other sources. Starting in 2023, we commenced operation of our integrated savings program, which integrates our competitive discounts and pricing in a seamless experience at the pharmacy counter for eligible plan members served by certain PBM partners.
Starting in 2023, we commenced operation of our integrated savings program, which integrates our competitive discounts and pricing in a seamless experience at the pharmacy counter for eligible plan members served by certain PBM partners.
This can be accomplished by providing a healthcare platform that allows consumers to search a broad range of choices and offerings, discover what is best for them, transact based on their preferences, and receive the best price while doing so.
We believe that allowing people to transact using more information than ever before will help Americans consume healthcare more efficiently. This can be accomplished by providing a healthcare platform that allows consumers to search a broad range of choices and offerings, discover what is best for them, transact based on their preferences, and receive the best price while doing so.
We believe that our sources of pricing are sufficiently broad and robust that the loss of any one PBM or other healthcare partner would generally result in minimal disruption in our ability to provide 10 Table of Contents competitive discounts and pricing.
We believe that our sources of pricing are sufficiently broad and robust that the loss of any one PBM or other healthcare partner would generally result in minimal disruption in our ability to provide competitive discounts and pricing. Although the majority of our pricing information comes from PBMs, we also collect pricing data points from other sources.
In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics. The information found on our website is not part of this or any other report we file with, or furnish to, the SEC. 16 Table of Contents
In addition, we intend to post on our website all disclosures that are required 16 Table of Contents by law concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics.
We believe we can drive significant growth in our prescription opportunity through our ability to continue to provide attractive prescription pricing to consumers. 8 Table of Contents Pharma Manufacturer Solutions Opportunity Brand medications tend to be expensive, and insurance coverage is complicated and may be restrictive.
We believe we can drive significant growth in our prescription opportunity through our ability to continue to provide attractive prescription pricing to consumers and integrating our pricing across existing channels within the healthcare ecosystem. Pharma Direct (formerly Pharma Manufacturer Solutions) Opportunit y Brand medications tend to be expensive, and insurance coverage is complicated and may be restrictive.
These laws implicate a variety of services that we offer, such as our prescription transactions offering, Gold and Kroger Savings, and may implicate other products we may develop in the future. These state laws are intended to protect consumers from fraudulent, unfair or deceptive marketing, sales and enrollment practices by such plans.
These laws implicate a variety of services that we offer and may implicate other products we may develop in the future. These state laws are intended to protect consumers from fraudulent, unfair or deceptive marketing, sales and enrollment practices by such plans. It is possible that other states may enact new requirements or interpret existing requirements to include our programs.
We leverage our relationships across the healthcare ecosystem and our product expertise to provide subscribers with even greater savings and convenience at select pharmacies.
Subscription Offerings Our subscription offerings provide additional benefits to consumers of our prescription transactions offering. We leverage our relationships across the healthcare ecosystem and our product expertise to provide subscribers with even greater savings and convenience at select pharmacies through some of our subscription offerings.
Item 1. Business. Overview Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are building the leading, consumer-focused digital healthcare platform in the United States. GoodRx was founded to solve the challenges that consumers face in understanding, accessing, and affording healthcare.
Item 1. Business . Overview Our mission is to help Americans save time and money when filling their medications. To achieve this, we are building the leading, consumer-focused digital healthcare platform in the United States. GoodRx was founded to solve the challenges that consumers face in understanding, accessing, and affording healthcare by removing the friction and inefficiencies in the system.
Failure to obtain and maintain the required licenses, certifications or registrations to provide these offerings, as well as to abide by applicable regulations governing these offerings, may result in civil penalties, receipt of cease and desist orders, or a restructuring of our operations. 15 Table of Contents State Corporate Practice of Medicine and Fee Splitting Laws With respect to our telehealth platform, GoodRx Care contracts with physician-owned professional entities to deliver our telehealth offering to their patients in the United States principally supported by Wheel Health, Inc.'s (“Wheel”) technology and network of clinicians.
State Corporate Practice of Medicine and Fee Splitting Laws With respect to our telehealth platform, GoodRx Care contracts with physician-owned professional entities to deliver our telehealth offering to their patients in the United States principally supported by Wheel Health, Inc.'s (“Wheel”) technology and network of clinicians.
We receive a fixed or variable fee from our partner pharmacy as compensation for processing the consumer's claim at the point of sale. Subscription Offerings Our subscription offerings provide additional benefits to consumers of our prescription transactions offering.
We receive a fixed or variable fee from our partner pharmacy as compensation for processing the consumer's claim at the point of sale . In addition to prescription pricing, we also provide other prescription related offerings and solutions to our customers including facilitating the processing of claims and delivery services.
We help physicians engage with patients more efficiently through our products and services. • Healthcare Companies: PBMs, pharmacies and pharma manufacturers use our platform to reach and provide affordability solutions to consumers. We play a valuable role within the healthcare ecosystem by aggregating, normalizing, and presenting information from all of these constituents on a single platform for the consumer.
We help physicians engage with patients more efficiently through our products and services. • Healthcare Companies: PBMs, pharmacies, and pharma manufacturers use our platform to reach and provide affordability solutions to consumers.
We foster a tight-knit corporate culture through company events, team building offsites, happy hours, game and movie nights, and pet-friendly offices. The biggest perk of all is knowing that the work performed has a meaningful impact on our consumers.
We foster a collaborative and tight-knit corporate culture through company events, team building offsites, social gatherings, and pet-friendly offices. Employees remain motivated by knowing that their work has a meaningful impact on the consumers we serve.
These solutions increase medication adherence, reduce strain on hospital emergency departments and physicians, and improve health outcomes. ◦ Our prescription transactions offering, part of our prescription marketplace, provides curated, geographically relevant price comparisons and negotiated prices on prescriptions that generate substantial savings to our consumers. Our negotiated prices for prescriptions are often cheaper than the average commercial insurance co-pays.
These solutions increase medication adherence, reduce strain on hospital emergency departments and physicians, and improve health outcomes. ◦ Our prescription transactions offering, part of our prescription marketplace, provides dynamic, geographically relevant prescription pricing, and access to negotiated prices that can be used by our consumers to save money on prescription s .
Gold also provides mail delivery and discounted access to our GoodRx Care telehealth services at no additional cost. ◦ Our pharma manufacturer solutions offering provides advertising and integrated consumer affordability solutions to pharma manufacturers with the goal of improving access to and affordability of brand medications for consumers. ◦ Our platform provides educational resources to help inform consumers about their healthcare.
Additionally, some of our condition-specific subscription programs offer consumers a single solution for comprehensive care by bundling the clinician visit, prescription (if deemed medically appropriate by the treating healthcare provider), and related delivery for a single total subscription price. ◦ Our pharma direct offering provides advertising and integrated consumer affordability solutions to pharma manufacturers with the goal of improving access to and affordability of brand medications for consumers. ◦ Our platform provides educational resources to help inform consumers about their healthcare.
As we continue to build our brand, we anticipate that many of the consumers who do not fully understand prescription pricing, or that are not aware of tools such as our platform, will begin using our platform. 12 Table of Contents • Invest in Product Offerings: We plan to continue to invest in and scale our range of product offerings to better address the needs of consumers, provide them with better pricing, and improve their overall healthcare journey.
As we continue to build our brand, we anticipate that many of the consumers who do not fully understand prescription pricing, or that are not aware of tools such as our platform, will begin using our platform. • Deepen Relationships with Retail Pharmacies: We aim to further strengthen and expand our relationships with retail pharmacy partners to enhance pricing competitiveness, improve the consumer experience at the point of sale, and drive increased prescription volume.
Our People and Culture Our people are essential to our success. Our mission is to build and cultivate an inclusive culture that reflects the diversity of the patients, partners and communities we serve. We believe that advocating for and putting people first, leading with empathy, and building trust across our organization are core to our success.
We believe that advocating for and putting people first, leading with empathy, and building trust across our organization are core to our success. We prioritize providing a safe, rewarding and respectful workplace where our people have the opportunities to pursue career paths based on skills, performance and potential.
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We see exciting growth potential as we continue to attract new consumers through our existing offerings, launch new offerings to address more of the needs of healthcare consumers, and improve healthcare affordability and access for all Americans.
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We see exciting growth potential as we continue to expand our role as an essential access and affordability layer across the healthcare ecosystem – serving consumers, healthcare providers, pharmacies, and pharma manufacturers across the United States.
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Our Market Opportunity A paradigm shift is occurring in healthcare as consumers are both increasingly informed and cost-conscious. We believe that allowing people to transact using more information than ever before will help Americans consume healthcare more efficiently.
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In July 2025, Congress enacted the One Big Beautiful Bill Act ("OBBBA") which cuts federal funding for Medicaid among other health insurance programs, as well as tightens eligibility requirements and increases the frequency of Medicaid coverage determinations.
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For example, in 2022 , we began to enter into direct contractual agreements with select pharmacies to complement the existing contractual agreements with our PBM partners.
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Further, copays on prescription medication have continued to trend upward in recent years and we believe as insurance providers and government programs continue to shift the cost burden more to consumers, including through changes to Affordable Care Act (the "ACA") marketplace subsidies, consumers are now more than ever searching for sustainable and affordable healthcare solutions which we believe strengthens our value proposition.
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Drawing from the success of "Giving Season" first introduced in 2023, a year-end initiative to encourage employee involvement in charitable acts, our philanthropic efforts in 2024 were focused on enhancing the Company’s culture of volunteering by hosting in-office and virtual volunteering activities for our employees.
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Separately, certain major drug producers and manufacturers have entered into drug pricing agreements with the U.S. government, and as part of these agreements, have announced their participation in a new government sponsored direct-to-consumer platform called “TrumpRx.gov ” ("TrumpRx"), which was launched in February 2026 and designed to offer consumers discounts on their products and some specialty brands.
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For example, we hosted our first Company-wide "Volunteer Day", where we partnered with local nonprofit organizations to support and create a lasting impact in our communities across the country by engaging in a variety of tasks, including woodworking and constructing garden benches, painting back-to-school posters for students, and cleaning up public beaches and parks.
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GoodRx is a key integration partner for pharma manufacturers offering discounted cash prices on TrumpRx at launch. Any potential impact of TrumpRx or similar initiatives on our business, offerings, or results of operations are unclear at this time but may be significant.
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Remote employees were also invited to participate through virtual volunteering activities. In 2024, we continued to expand the spirit of philanthropy and social impact into different areas of the broader organization. Our Community Resource Groups ("CRGs") also included a philanthropy component to their schedule of events during their respective months of reflection and celebration.
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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. Our Market Opportunity A paradigm shift is occurring in healthcare as consumers are both increasingly informed and cost-conscious.
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During Black History Month, we partnered with a Los Angeles-based organization to provide recently-housed families with care packages assembled by our employees in the Santa Monica office. Further, during Pride Month, we hosted a clothing drive across the Company to benefit a local thrift store that helps fund HIV care and services in the community.
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Our negotiated prices for prescriptions are often cheaper than the average commercial insurance co-pays.
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We prioritize providing a safe, rewarding and respectful workplace where our people have the opportunities to pursue career paths based on skills, performance and potential. 14 Table of Contents As of December 31, 2024 , we employed 738 employees, all of which are full-time employees. Of our total employees, 209 are based at our headquarters in Santa Monica, California.
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Gold also provides mail delivery and discounted access to our GoodRx Care telehealth services at no additional cost.
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O ur employees are split among the following departments and functions: 10 principally in customer service, 391 in product development and technology, 206 in sales and marketing, and 131 in general and administrative functions. Women make u p 46% (3 35 employees) of our workforce who have chosen to identify their gender.
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We play a valuable role within the healthcare ecosystem by aggregating, normalizing, and presenting information from all of these constituents on a single platform for the 9 Table of Contents consumer.
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Non-white employees make up 48 % (3 36 employees) of our workforce who have chosen to identify their ethnicity/race. We strive to build a workforce that can represent the clients, customers and partners that we serve everyday. After successfully launching 5 CRGs in 2023, we carried that momentum in 2024 and built on our previous accomplishments.
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In 2025, we partnered with select pharmacies to offer our brand medication savings solution, RxSmartSaver+ , to their consumers for a monthly or annual fee. • Condition-Specific Subscriptions: We first launched condition-specific subscriptions in 2025.
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For example, we incorporated CRG partners into our interview process and partnered with external organizations to further our inclusion and belonging efforts.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIt is possible that governmental authorities may conclude that our business practices, including, without limitation, our revenue sharing arrangements with our partners, arrangements with entities that provide us with rebate administrative services, and other sales and marketing practices, do not comply with applicable fraud and abuse or other healthcare laws and regulations or guidance. 43 Table of Contents If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion from government-funded healthcare programs, such as Medicare and Medicaid, and additional oversight and reporting requirements if we become subject to a corporate integrity agreement to resolve allegations of non-compliance with these laws and the curtailment or restructuring of our operations.
Biggest changeIf our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion from government-funded healthcare programs, such as Medicare and Medicaid, and additional oversight and reporting requirements if we become subject to a corporate integrity agreement to resolve allegations of non-compliance with these laws and the curtailment or restructuring of our operations.
Such increased scrutiny may result in increased costs, changes in demands for certain products, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition, or results of operations. From time to time, we may engage in voluntary initiatives (such as policies, practices, or disclosures) regarding ESG matters.
Such scrutiny may result in increased costs, changes in demands for certain products, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition, or results of operations. From time to time, we may engage in voluntary initiatives (such as policies, practices, or disclosures) regarding ESG matters.
Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our amended and restated bylaws generally require the approval of at least 66 2/3% of the voting power of our outstanding capital stock; • our dual class common stock structure, which provides certain affiliates of Silver Lake, Francisco Partners, Spectrum, Idea Men, LLC and our Co-Founders, individually or together, with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock and Class B common stock; • our staggered Board; • at any time when the holders of our Class B common stock no longer beneficially own, in the aggregate, at least the majority of the voting power of our outstanding capital stock, our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; • our amended and restated certificate of incorporation does not provide for cumulative voting; • vacancies on our Board are able to be filled only by our Board and not by stockholders, subject to the rights granted pursuant to the stockholders agreement; • a special meeting of our stockholders may only be called by the chairperson of our Board, our Chief Executive Officer or a majority of our Board; • restrict the forum for certain litigation against us to Delaware or the federal courts, as applicable; • our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and • advance notice procedures apply for stockholders (other than the parties to our stockholders agreement) to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our amended and restated bylaws generally require the approval of at least 66 2/3% of the voting power of our outstanding capital stock; • our dual class common stock structure, which provides certain affiliates of Silver Lake, Francisco Partners, Idea Men, LLC, and our Co-Founders, individually or together, with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock and Class B common stock; • our staggered Board; • at any time when the holders of our Class B common stock no longer beneficially own, in the aggregate, at least the majority of the voting power of our outstanding capital stock, our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; • our amended and restated certificate of incorporation does not provide for cumulative voting; • vacancies on our Board are able to be filled only by our Board and not by stockholders, subject to the rights granted pursuant to the stockholders agreement; • a special meeting of our stockholders may only be called by the chairperson of our Board, our Chief Executive Officer or a majority of our Board; • restrict the forum for certain litigation against us to Delaware or the federal courts, as applicable; • our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and • advance notice procedures apply for stockholders (other than the parties to our stockholders agreement) to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our financial conditions and results of operations; • the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; • announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments; • changes in stock market valuations and operating performance of other healthcare and technology companies generally, or those in our industry in particular; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • changes in our Board or management; • sales of large blocks of our Class A common stock, including sales by certain affiliates of Silver Lake, Francisco Partners, Spectrum, Idea Men, LLC, our Co-Founders or our executive officers and directors; • lawsuits threatened or filed against us; • anticipated or actual changes in laws, regulations or government policies applicable to our business; 52 Table of Contents • changes in our capital structure, such as future issuances of debt or equity securities; • short sales, hedging and other derivative transactions involving our capital stock; • general economic conditions in the United States; • other events or factors, including those resulting from war, pandemics (such as COVID-19), incidents of terrorism or responses to these events; and • the other factors described in this Part I, Item 1A, “Risk Factors.” The stock market has recently experienced extreme price and volume fluctuations.
The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our financial conditions and results of operations; • the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; • announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments; • changes in stock market valuations and operating performance of other healthcare and technology companies generally, or those in our industry in particular; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; 54 Table of Contents • changes in our Board or management; • sales of large blocks of our Class A common stock, including sales by certain affiliates of Silver Lake, Francisco Partners, Idea Men, LLC, our Co-Founders, or our executive officers and directors; • lawsuits threatened or filed against us; • anticipated or actual changes in laws, regulations or government policies applicable to our business; • changes in our capital structure, such as future issuances of debt or equity securities; • short sales, hedging, and other derivative transactions involving our capital stock; • general economic conditions in the United States; • other events or factors, including those resulting from war, pandemics (such as COVID-19), incidents of terrorism or responses to these events; and • the other factors described in this Part I, Item 1A, “Risk Factors.” The stock market has recently experienced extreme price and volume fluctuations.
Furthermore, the FTC also has authority to initiate enforcement actions against entities that make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use of personal health information, fail to implement policies to protect personal health information or engage in other unfair practices that harm customers or that may violate Section 5(a) of the FTC Act.
Furthermore, the FTC also has authority to initiate enforcement actions against entities that make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use of Personal Information, fail to implement policies to protect Personal Information or engage in other unfair practices that harm customers or that may violate Section 5(a) of the FTC Act.
We rely significantly on our prescription transactions offering and may not be successful in expanding 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.
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.
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.
We work with dozens of PBMs that maintain cash networks and prices, and the number of PBMs we work with has 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.
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, if applicable, including HIPAA as well as regulations promulgated by the FTC and state breach notification laws.
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.
Any failure, or perceived failure, by us or any of our third-party partners, data centers, or service providers to comply with privacy policies or federal or state privacy or consumer protection-related laws, regulations, regulatory interpretations, 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, could adversely affect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmental entities, consumers, suppliers or others.
Any failure, or perceived failure, by us or any of our third-party partners, data centers, or service providers to comply with privacy policies or federal or state privacy or consumer protection-related laws, regulations, regulatory interpretations, 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 Personal Information, could adversely affect our reputation, brand, and business, and may result in claims, proceedings or actions against us by governmental entities, consumers, suppliers, or others.
Silver Lake, Francisco Partners, Spectrum and Idea Men, LLC each retain the right to designate directors for so long as they beneficially own at least 5% of the aggregate number of shares of common stock outstanding.
Silver Lake, Francisco Partners, and Idea Men, LLC each retain the right to designate directors for so long as they beneficially own at least 5% of the aggregate number of shares of common stock outstanding.
Accordingly, investors do not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of The Nasdaq Stock Market rules. 47 Table of Contents Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.
Accordingly, investors do not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of The Nasdaq Stock Market rules. 49 Table of Contents Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.
Other states have passed their own data privacy and security laws, and such laws are also continuing to be proposed at the state and federal level. Other states may be considering similar laws to the MHMDA.
Other states have passed their own data privacy and security laws, and such laws are also continuing to be proposed at the state and federal level. Other states have enacted and may be considering similar laws to the MHMDA.
In addition, we have agreed to nominate to our Board individuals designated by Silver Lake, Francisco Partners, Spectrum and Idea Men, LLC in accordance with our stockholders agreement.
In addition, we have agreed to nominate to our Board individuals designated by Silver Lake, Francisco Partners, and Idea Men, LLC in accordance with our stockholders agreement.
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.
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 27 Table of Contents 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.
We believe that our ability to improve or maintain revenue and margins and obtain 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 believe that our ability to improve or maintain revenue and margins and sustain 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 may have experienced additional ownership changes since December 31, 2022, and we may also experience ownership changes in the future as a result of subsequent shifts in our stock ownership. Further, U.S. tax laws limit the time during which NOL carryforwards generated before January 1, 2018 may be applied against future taxes.
We may have experienced additional ownership changes since December 31, 2025, and we may also experience ownership changes in the future as a result of subsequent shifts in our stock ownership. Further, U.S. tax laws limit the time during which NOL carryforwards generated before January 1, 2018 may be applied against future taxes.
In that event, the market price of our Class A common stock could decline and you could lose part or all of your investment. Risks Related to Our Limited Operating History and Recent Growth Rates Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter.
In that event, the market price of our Class A common stock could decline and you could lose part or all of your investment. Risks Related to Our Limited Operating History and Historical Growth Rates Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter.
A pandemic, epidemic or outbreak of an infectious disease in the United States has adversely impacted and could in the future adversely impact our business.
A pandemic, epidemic, or outbreak of an infectious disease in the United States, has and could in the future adversely impact our business.
If consumer sentiment regarding privacy issues or the development and deployment of new browser solutions or other Do Not Track mechanisms result in a material increase in the number of consumers who choose to opt out or block cookies and other tracking technologies or who are otherwise using browsers where they need to, and fail to, allow the browser to accept cookies, or otherwise result in cookies or other tracking technologies not functioning properly, our ability to advertise effectively and conduct our business, and our results of operations and financial condition would be adversely affected.
If consumer sentiment regarding privacy issues or the development and deployment of new browser solutions or other Do Not Track mechanisms result in a material increase in the number of consumers who choose to opt out or block cookies and other tracking technologies or who are otherwise using browsers where they need to, and fail to, allow the browser to accept cookies, or otherwise result in cookies or other tracking technologies not functioning properly, our ability to advertise effectively and conduct our business, and our results of operations and financial condition 38 Table of Contents would be adversely affected.
The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards.
The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of Personal Information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards.
In addition, to the extent we or our other contractors or agents receive or obtain individually identifiable health information from patients, healthcare professionals, pharmacies, or other individuals or entities, we could be subject to criminal penalties if we mishandle individually identifiable health information in a manner that is not authorized or permitted by HIPAA.
In addition, to the extent we or our other contractors or agents receive or obtain individually identifiable health information from patients, healthcare providers, pharmacies, or other individuals or entities, we could be subject to criminal penalties if we mishandle individually identifiable health information in a manner that is not authorized or permitted by HIPAA.
We also have a revolving credit facility and as of December 31, 2024 , we had no borrowings outstanding under our revolving credit facility (see Note 12 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information).
We also have a revolving credit facility and as of December 31, 2025 , we had no borrowings outstanding under our revolving credit facility (see Note 12 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information).
In 2023 and 2022 , 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. Most of our PBM contracts provide for monthly payments from PBMs.
In 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. Most of our PBM contracts provide for monthly payments from PBMs.
If we fail to meaningfully establish, maintain, protect and enforce our intellectual property and proprietary rights, our business, financial condition and results of operations could be adversely affected. We may be sued by third parties for infringement, misappropriation, dilution or other violation of their intellectual property or proprietary rights.
If we fail to meaningfully establish, maintain, protect, and enforce our intellectual property and proprietary rights, our business, financial condition, and results of operations could be adversely affected. We may be sued by third parties for infringement, misappropriation, dilution, or other violations of their intellectual property or proprietary rights.
Despite the implementation of 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, natural disasters, malicious human acts, terrorism and war.
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, terrorism, and war.
Recessionary economic cycles, changing interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential real estate and mortgage markets, access to credit, consumer debt levels, tariffs, government spending freezes, unsettled financial markets and other economic factors that may affect costs of manufacturing prescription medications, consumer spending or buying habits could materially and adversely affect our customers, our consumers, and demand for our offerings.
Recessionary economic cycles, changing interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential real estate and mortgage markets, access to credit, consumer debt levels, tariffs, government spending freezes, unsettled financial markets and other economic factors that may affect costs of manufacturing prescription medications, consumer 34 Table of Contents spending or buying habits could materially and adversely affect our customers, our consumers, and demand for our offerings.
Additionally, some providers of consumer devices and web browsers have implemented, or announced plans to implement, limits on behavioral or targeted advertising and/or means to make it easier for internet users to prevent the placement of cross-site behavioral advertising 30 Table of Contents technologies or to block other tracking technologies, which could, if widely adopted, result in the decreased effectiveness or use of third-party cross-site behavioral advertising technologies and other methods of online tracking, targeting or re- targeting.
Additionally, some providers of consumer devices and web browsers have implemented, or announced plans to implement, limits on behavioral or targeted advertising and/or means to make it easier for internet users to prevent the placement of cross-site behavioral advertising technologies or to block other tracking technologies, which could, if widely adopted, result in the decreased effectiveness or use of third-party cross-site behavioral advertising technologies and other methods of online tracking, targeting, or re- targeting.
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 fines or other penalties.
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 litigation, fines, or other damages or penalties.
These laws impact, among other things, our sales, marketing, support and education programs and 42 Table of Contents constrain our business and financial arrangements and relationships with pharmacies, PBMs, pharma manufacturers, marketing partners, healthcare professionals and consumers, and include, but are not limited to, the following: • the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or arranging for or recommending the purchase, lease or order of, any item or service, for which payment may be made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid.
These laws impact, among other things, our sales, marketing, support, and education programs and constrain our business and financial arrangements and relationships with pharmacies, PBMs, pharma manufacturers, marketing partners, healthcare providers, and consumers, and include, but are not limited to, the following: • the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or arranging for or recommending the purchase, lease or order of, any item or service, for which payment may be made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid.
Our current and additional debt arrangements that we expect to enter into in the future may limit our ability to, among other things: • incur or guarantee additional debt; • pay dividends and make other restricted payments; • make certain investments and acquisitions; • incur certain liens or permit them to exist; 34 Table of Contents • consolidate, merge or otherwise transfer, sell or dispose of all or substantially all of our assets; • enter into certain types of restrictive agreements; and • enter into certain types of transactions with affiliates.
Our current and additional debt arrangements that we expect to enter into in the future may limit our ability to, among other things: • incur or guarantee additional debt; • pay dividends and make other restricted payments; • make certain investments and acquisitions; • incur certain liens or permit them to exist; • consolidate, merge or otherwise transfer, sell or dispose of all or substantially all of our assets; • enter into certain types of restrictive agreements; and • enter into certain types of transactions with affiliates.
For example, HIPAA imposes privacy, security and breach reporting obligations with respect to individually 31 Table of Contents identifiable health information upon “covered entities” (health plans, health care clearinghouses and certain health care providers) and their respective business associates, individuals or entities that create, receive, maintain or transmit protected health information in connection with providing a service for or on behalf of a covered entity.
For example, HIPAA imposes privacy, security, and breach reporting obligations with respect to individually identifiable health information upon “covered entities” (health plans, health care clearinghouses and certain health care providers) and their respective business associates, individuals or entities that create, receive, maintain or transmit protected health information in connection with providing a service for or on behalf of a covered entity.
If this or a similar event were to occur on a short- or long-term basis, or if these platforms or marketplaces otherwise experience issues that impact the ability of consumers to download or access our apps and other information, it could have a material adverse effect on our brand and reputation, as well as our business, financial condition and operating results.
If this or a similar event were to occur on a short- or long-term basis, or if these platforms or marketplaces otherwise experience issues that 37 Table of Contents impact the ability of consumers to download or access our apps and other information, it could have a material adverse effect on our brand and reputation, as well as our business, financial condition, and operating results.
We rely on a combination of trademark, patent, copyright, domain name and trade secret-protection laws, in addition to confidentiality agreements and other practices to protect our brands, proprietary information, technologies and processes. Our most material trademark asset is the registered trademark “GoodRx.” Our trademarks are valuable assets that support our brand and consumers’ perception of our offerings.
We rely on a combination of trademark, patent, copyright, domain name, and trade secret-protection laws, in addition to confidentiality agreements and other practices to protect our brands, proprietary information, technologies, and processes. 39 Table of Contents Our most material trademark asset is the registered trademark “GoodRx.” Our trademarks are valuable assets that support our brand and consumers’ perception of our offerings.
In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future offering candidates. 41 Table of Contents We utilize open source software, which may pose particular risks to our proprietary software and solutions.
In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future offering candidates. We utilize open source software, which may pose particular risks to our proprietary software and solutions.
Although we try to ensure that our employees, consultants, and advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that 51 Table of Contents we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer.
Although we try to ensure that our employees, consultants, and advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer.
Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition and results of operations. 53 Table of Contents Item 1B. Unresolved Staff Comments. Not applicable.
Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition, and results of operations. 55 Table of Contents Item 1B. Unresolved Staff Comments. Not applicable.
Such complaints, inquiries or compliance orders may result in disciplinary actions taken by these licensing boards against the licensed healthcare provider who provides services through our telehealth offering, which could include suspension, restriction or revocation of the healthcare provider’s license, probation, required continuing education courses, monetary fines, administrative actions and other conditions.
Such complaints, inquiries, or compliance orders may result in disciplinary actions taken by these licensing boards against the licensed healthcare provider who provides services through our telehealth related products and services, which could include suspension, restriction, or revocation of the healthcare provider’s license, probation, required continuing education courses, monetary fines, administrative actions. and other conditions.
These consumer protection laws are increasingly being applied by the FTC and state Attorneys General to regulate the collection, use, storage and disclosure of personal or personally identifiable information, through websites or otherwise, and to regulate the presentation of website content.
These consumer protection laws are increasingly being applied by the FTC and state Attorneys General to regulate the collection, use, storage and disclosure of personal or Personal Information, through websites or otherwise, and to regulate the presentation of website content.
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.
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 expenditur es 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.
For more information, see our risk factor titled “The increasing focus on ESG initiatives could increase our costs, harm our reputation and adversely impact our financial results.” Changing market dynamics, global and domestic policy developments, and the increasing frequency and impact of meteorological phenomena have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or results of operations.
For more information, see our risk factor titled “ ESG initiatives could increase our costs, harm our reputation, and adversely impact our financial results .” Changing market dynamics, global and domestic policy developments, and the increasing frequency and impact of meteorological phenomena have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or results of operations.
To enforce compliance with healthcare regulatory laws, certain enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and referral sources, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Responding to investigations can be time- and resource-consuming and can divert management’s attention from the business.
To enforce compliance with healthcare regulatory laws, certain enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and referral sources, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Responding to investigations can be time- and 44 Table of Contents resource-consuming and can divert management’s attention from the business.
In addition, changes in the fee and pricing structures among industry participants, whether due to regulatory requirements, competitive pressures 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.
In addition, changes in the fee and pricing structures among industry participants, whether due to regulatory requirements, executive actions, tariffs, competitive pressures, 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.
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 provision s, which could limit our ability to negotiate pricing terms as market prices fluctuate.
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.
We are obligated to maintain effective internal control over financial reporting and any failure to maintain effective internal controls may cause us to not be able to accurately report our financial condition or results of operations, 25 Table of Contents which may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.
We are obligated to maintain effective internal control over financial reporting and any failure to maintain effective internal controls may cause us to not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.
For more information, see our risk factor titled “We are subject to a series of risks related to climate change.” If any of these events occurs, our business could be adversely affected.
For more information, see our risk factor titled “ We are subject to a series of risks related to climate change .” If any of these events occurs, our business could be adversely affected.
For example, the Senate Judiciary Committee’s Subcommittee on Intellectual Property in 2023 held hearings on modifying the test for patent eligibility under Section 101 of the Patent Act to limit the ability to challenge claims for being abstract.
For example, the Senate Judiciary Committee’s Subcommittee on Intellectual Property in 2025 held hearings on modifying the test for patent eligibility under Section 101 of the Patent Act to limit the ability to challenge claims for being abstract.
We operate in a very competitive industry and we may fail to effectively differentiate our offerings and services from those of our competitors, which could impair our ability to attract and acquire new consumers and retain existing consumers. The U.S. prescriptions market, pharma manufacturer solutions market and telehealth market are highly competitive and subject to ongoing innovation and development.
We operate in a very competitive industry and we may fail to effectively differentiate our offerings and services from those of our competitors, which could impair our ability to attract and acquire new consumers and retain existing consumers. The U.S. prescriptions market, pharma direct market and telehealth market are highly competitive and subject to ongoing innovation and development.
The markets in which we compete are relatively new and subject to rapid technological change, evolving industry standards, and changing regulations, as well as changing consumer needs, requirements and preferences. 26 Table of Contents The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis.
The markets in which we compete are relatively new and subject to rapid technological change, evolving industry standards, and changing regulations, as well as changing consumer needs, requirements and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis.
Certain states have adopted data privacy and security laws and regulations, which govern the privacy, processing and protection of health-related and other personal information. Such laws and regulations will be subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future customers and strategic partners.
Certain states have adopted data privacy and security laws and regulations, which govern the privacy, processing and protection of health-related and other Personal Information. Such laws and regulations are subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future customers and strategic partners.
Economic factors such as increased insurance and healthcare costs, commodity prices, tariffs, shipping costs, inflation, higher costs of labor, and changes in or interpretations of other laws, regulations and taxes may also increase our costs and 33 Table of Contents make our offerings less competitive, increase general and administrative expenses, and otherwise adversely affect our financial condition and results of operations.
Economic factors such as increased insurance and healthcare costs, commodity prices, tariffs, shipping costs, inflation, higher costs of labor, and changes in or interpretations of other laws, regulations and taxes may also increase our costs and make our offerings less competitive, increase general and administrative expenses, and otherwise adversely affect our financial condition and results of operations.
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 condition and results of operations. Risks Related to Our Business We may be unsuccessful in achieving broad market education and changing consumer purchasing habits.
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 condition, and results of operations. 19 Table of Contents Risks Related to Our Business We may be unsuccessful in achieving broad market education and changing consumer purchasing habits.
T hese types of restructuring and cost reduction activities are complex and may result in unintended consequences and costs, such as unforeseen delays in the implementation of our strategic initiatives, business and operational disruptions, decreased employee morale, loss of institutional knowledge and expertise, and potential impacts on financial reporting and the related internal controls.
These types of restructuring and cost reduction activities are complex and may result in unintended consequences and costs, such as unforeseen delays in the implementation of our strategic initiatives, business and operational disruptions, decreased employee morale, loss of institutional knowledge and expertise, and potential impacts on financial reporting and the related internal controls.
The techniques used by cyber criminals change frequently, 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.
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.
A softening in income, whether caused by changes in consumer preferences, the closure of retail pharmacy locations or a weakening in global economies or otherwise, may result in decreased revenue levels, and we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in income.
A softening in income, whether caused by changes in consumer preferences, the 51 Table of Contents closure of retail pharmacy locations or a weakening in global economies or otherwise, may result in decreased revenue levels, and we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in income.
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 parties (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).
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 parties, 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).
We may experience stronger demand for our pharma manufacturer solutions offering during the fourth quarter of each year, which coincides with pharma manufacturers' annual budgetary spending patterns. Additionally, a majority of our pharma manufacturer solutions revenue in any given quarter is derived from contracts entered into with our customers during previous quarters.
We may experience stronger demand for our pharma direct offering during the fourth quarter of each year, which coincides with pharma manufacturers' annual budgetary spending patterns. Additionally, a majority of our pharma direct revenue in any given quarter is derived from contracts entered into with our customers during previous quarters.
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, confidential or sensitive personal information of our business, employees, consumers or others.
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, confidential, or personal information (including sensitive or health-related information) ("Confidential Information") of our business, employees, consumers or others.
The regulatory framework for AI technologies is also rapidly evolving as many federal, state 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.
The regulatory framework for AI technologies is also rapidly evolving as many federal, state, and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations. Existing laws and 29 Table of Contents regulations may be interpreted in ways that would affect the operation of our AI technologies.
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 solutions 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 are based on third-party reports and are subject to significant assumptions and estimates. Additionally, we calculated the TAM for our pharma direct opportunity based on internal data regarding the amount of advertising and marketing spending by U.S. pharma manufacturers relating to prescription drugs in 2022.
Any inability to successfully transition e xecutive or senior management roles could adversely impact our business. All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace.
Any inability to successfully transition executive or senior management roles could adversely impact our business. All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace.
Moreover, such competing expectations increase the complexity of us navigating various ESG risks, and we may not do so successfully, either now or as such expectations continue to evolve, which may result in various adverse impacts to our brand, operation s , stakeholder relations, or other aspects of our business.
Moreover, such competing expectations increase the complexity of us navigating various ESG risks, and we may not do so successfully, either now or as such expectations continue to evolve, which may result in various adverse impacts to our brand, operations, stakeholder relations, or other aspects of our business.
As we have agreements with PBMs to market their negotiated rates through our platform, our ability to present 21 Table of Contents discounted prices is in part dependent upon the arrangements that such PBMs have negotiated with pharmacies and upon the resulting availability and allocation of discounts for medications subject to these arrangements.
As we have agreements with PBMs to market their negotiated rates through our platform, our ability to present discounted prices is in part dependent upon the arrangements that such PBMs have negotiated with pharmacies and upon the resulting availability and allocation of discounts for medications subject to these arrangements.
In addition, our PBM contracts typically include provisions that prevent PBMs from circumventing our platform, redirecting volumes outside of our platform 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.
In addition, our PBM contracts typically include provisions that prevent PBMs from circumventing our platform, redirecting volumes outside of our platform, 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 23 Table of Contents confidentiality of our data.
Additionally, the interpretations of existing federal and state consumer protection laws relating to online collection, use, dissemination, and security of health related and other personal information adopted by the FTC state attorneys general, private plaintiffs, and courts have evolved, and may continue to evolve, over time.
Additionally, the interpretations of existing federal and state consumer protection laws relating to online collection, use, dissemination, and security of health related and other P ersonal Information adopted by the FTC state attorneys general, private plaintiffs, and courts have evolved, and may continue to evolve, over time.
Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking technologies and other privacy matters could have a material adverse effect on our ability to generate revenues and could adversely affect our ability to collect proprietary data on consumer behavior.
Changes in consumer sentiment or laws, rules, or regulations regarding the use of cookies and other tracking technologies and other privacy matters could have a material adverse effect on our ability to generate revenues, could adversely affect our ability to collect proprietary data on consumer behavior, and could result in material financial penalties.
We are a “controlled company” under the corporate governance rules of The Nasdaq Stock Market and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
We are a “controlled company” under the corporate governance rules of The Nasdaq Stock Market and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. You do not have the same protections afforded to stockholders of companies that are subject to such requirements.
In addition, we could face litigation, 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, we could face 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.
We could experience additional expense in arranging new facilities, technology, services and support. In addition, the failure of our third-party data centers 35 Table of Contents or any other third-party providers to meet our capacity requirements could result in interruption in the availability or functionality of our apps and websites.
We could experience additional expense in arranging new facilities, technology, services, and support. In addition, the failure of our third-party data centers or any other third-party providers to meet our capacity requirements could result in interruption in the availability or functionality of our apps and websites.
We provide pricing information and discounted prices for all FDA-approved medications, including products that are regulated under federal and state law as controlled substances. Controlled substances are subject to more onerous regulatory requirements than other pharmaceutical products and have received increasing legal scrutiny in recent years, which will likely continue into the future.
We provide pricing information and discounted prices for all medications approved by the Food and Drug Administration ("FDA"), including products that are regulated under federal and state law as controlled substances. Controlled substances are subject to more onerous regulatory requirements than other pharmaceutical products and have received increasing legal scrutiny in recent years, which will likely continue into the future.
New and changing laws, regulations, executive orders and other governmental actions, particularly from the new presidential administration, may also create uncertainty about how laws and regulations will be interpreted and applied.
New and changing laws, regulations, executive orders, and other governmental actions, particularly from the Trump administration, may also create uncertainty about how laws and regulations will be interpreted and applied.
Our telehealth offering (where telehealth services are rendered by healthcare providers employed by or contracted with our affiliated professional entities, including through staffing providers, such as Wheel) may implicate certain state laws in the United States that generally prohibit non-physician entities from practicing medicine, exercising control over physicians or engaging in certain practices such as fee-splitting with physicians.
Our telehealth related products and services (where telehealth services are rendered by healthcare providers employed by or contracted with our affiliated professional entities, including through staffing providers, such as Wheel) may implicate certain state laws in the United States that generally prohibit non-physician entities from practicing medicine, exercising control over physicians or engaging in certain practices such as fee-splitting with physicians.
For example, we believe that there are consumers who access our offerings through multiple accounts or channels, and that there are groups of consumers, such as families, who access our offerings through single accounts or channels, both of which impact our number of Monthly Visitors, as each channel is counted independently.
For example, we believe that there are consumers who access our offerings through multiple accounts or channels, and that there are groups of consumers, such as families, who access our offerings through single accounts or channels, both of 25 Table of Contents which impact our number of Monthly Visitors, as each channel is counted independently.
For example, va rious 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.
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.
Our business depends in part upon the emailing and mailing of promotional materials, cards with GoodRx codes and other information to consumers and healthcare providers, and is also significantly dependent on email and other messaging channels, such as text messages.
Our business depends in part upon the emailing and mailing of promotional materials, cards with GoodRx codes and other information to consumers and healthcare providers, and is also significantly dependent on email and other messaging 30 Table of Contents channels, such as text messages.
Such requirements are not uniform across jurisdictions, which can increase the complexity and cost of compliance, and increase the risk of enforcement or litigation relating to our disclosures. 37 Table of Contents The expectations of various stakeholders, including customers and employees, regarding such matters likewise continues to evolve.
Such requirements are not uniform across jurisdictions, which can increase the complexity and cost of compliance, and increase the risk of enforcement or litigation relating to our disclosures. The expectations of various stakeholders, including customers and employees, regarding such matters likewise continues to evolve.
Furthermore, an adverse outcome of a dispute may result in an injunction and could require us to pay substantial monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property rights.
Furthermore, an adverse outcome of a dispute may result in an injunction and could require us to pay substantial monetary 40 Table of Contents damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property rights.
If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us.
If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete 42 Table of Contents with us.
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 condition and results of operations would be adversely affected.
Consequently, we may not be able to present the 20 Table of Contents 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 condition, and results of operations would be adversely affected.
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 22 Table of Contents portion of overall prescription medication transactions 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.
If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to develop brand recognition of our technologies, 40 Table of Contents solutions or services.
If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to develop brand recognition of our technologies, solutions or services.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeUnder the Cybersecurity and Privacy Programs, our Security Team monitors, prevents, detects, mitigates, and remediates cybersecurity risks and incidents via various means, including monitoring threat intelligence from various sources, internal and external vulnerability management, and alerts and reports produced by security tools. Reporting of such risks is regularly provided to the Board and the Audit and Risk Committee, as applicable.
Biggest changeUnder the Cybersecurity and Privacy Programs, our Security Team takes steps to stay informed, monitor, prevent, detect, mitigate, and remediate cybersecurity risks and incidents via various means, including monitoring threat intelligence from various sources, internal and external vulnerability management, and alerts and reports produced by security tools.
Key elements of our Cybersecurity and Privacy Programs include, bu t are not limited to the following : • Teams responsible for managing security and privacy controls, risk assessments, and responding to cybersecurity incidents; • Security and privacy awareness training of our employees; • Privacy and security risk assessments designed to identify material privacy and/or cybersecurity risks to our systems, processes, and assets; • The use of external service providers to assist with privacy and security controls, including vulnerability management; • An incident response plan with trained personnel and personnel that are trained to execute the plan; and, • A third-party risk management process for service providers and vendors.
Key elements of our Cybersecurity and Privacy Programs include, but are not limited to the following: • Teams responsible for managing security and privacy controls, risk assessments, and responding to cybersecurity incidents; • Security and privacy awareness training of our employees; • Privacy and security risk assessments designed to identify material privacy and/or cybersecurity risks to our systems, processes, and assets; • The use of external service providers to assist with privacy and security controls, including vulnerability management; • An incident response plan with trained personnel and personnel that are trained to execute the plan; and, • A third-party risk management process for service providers and vendors.
Our Security Team is responsible for assessing and managing our material risks from cybersecurity threats and is primarily responsible for our overall Cybersecurity and Privacy Programs and collaborates with other employees and third parties to identify and mitigate applicable risks.
Our Security Team is responsible for assessing and managing our material risks from cybersecurity threats and is responsible for our overall Cybersecurity and Privacy Programs. Our Security Team also collaborates with other employees and third parties to identify and mitigate applicable risks.
The Audit and Risk Committee receives periodic reports from management regarding cybersecurity and privacy risks, any material updates thereto and a summary of any cybersecurity and/or privacy events or incidents that have occurred, in each case, since the most recent update provided to the Audit and Risk Committee.
The Audit and Risk Committee receives periodic reports from management regarding cybersecurity and privacy risks, performance of our Cybersecurity and Privacy Programs, any material updates thereto and a summary of any cybersecurity and/or privacy events or incidents that have occurred, in each case, since the most recent update provided to the Audit and Risk Committee.
The Security 54 Table of Contents Team’s experience in information security and cybersecurity spans across various industries, including healthcare, technology, and critical infrastructure.
The Security 56 Table of Contents Team’s experience in information security and cybersecurity spans across various industries, including healthcare, technology, and critical infrastructure.
The Senior Director of Information Security & Compliance reports to our Chief Technology Officer, who has over 19 years of experience in information technology. The Senior Director of Information Security & Compliance brings over 13 years of experience in risk management, cybersecurity and compliance.
The Senior Director of Information Security & Compliance reports to our Chief Technology Officer, who has over 20 years of experience in information technology. The Senior Director of Information Security & Compliance brings over 14 years of experience in risk management, cybersecurity and compliance.
Item 1C. Cybersecurity . Cybersecurity Risk Management and Strategy We have established and implemented a cybersecurity risk management program and information privacy program (collectively, our “Cybersecurity and Privacy Programs”) that are collectively intended to protect the confidentiality, integrity, and availability of our critical information systems and the information residing therein.
Cybersecurity Risk Management and Strategy We have established and implemented a cybersecurity risk management program and information privacy program (collectively, our “Cybersecurity and Privacy Programs”) that are collectively intended to protect the confidentiality, integrity, and availability of our critical information systems and the information residing therein and are aligned with the National Institute of Standards and Technology Cybersecurity Framework.
Removed
The Audit and Risk Committee oversees management’s implementation of our Cybersecurity and Privacy Programs, except to the extent direct oversight by the Board is required by the FTC Order.
Added
Reporting of such risks is provided to the Board and the Audit and Risk Committee, as applicable.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our corporate headquarters is located in Santa Monica, California, where we lease approximately 74,000 square feet of space under a lease expiring in 2031 . We also maintain smaller satellite offices across the United States, including in San Francisco, California, Charleston, South Carolina, Asheville, North Carolina, New Albany, Ohio and New York, New York.
Biggest changeItem 2. Properties. Our corporate headquarters is located in Santa Monica, California, where we lease approximately 74,000 square feet of space under a lease expiring in 2031 . We also maintain smaller satellite offices across the United States .
The information required under this Item 3 is set forth in Note 13 within “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report and is incorporated herein by this reference. Item 4. Mine Safety Disclosures. Not applicable. 55 Table of Contents PART II
The information required under this Item 3 is set forth in Note 13 within “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report and is incorporated herein by this reference. Item 4. Mine Safety Disclosures. Not applicable. 57 Table of Contents PART II
We believe that these facilities are sufficient for our current needs and that additional facilities will be available to accommodate the expansion of our business should they be needed. Item 3. Legal Proceedings.
We believe that these facilities are sufficient for our current needs and that additional facilities will be available to accommodate our business should they be needed. Item 3. Legal Proceedings.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
Biggest changePerformance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing. 58 Table of Contents The following graph depicts the total five-year cumulative stockholder return on our Class A common stock from December 31, 2020 through December 31, 2025 , relative to the performance of the Nasdaq Composite Index and the two industries we intersect, namely, the Dow Jones Internet Services Index and S&P 500 Healthcare Index.
See Note 14 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information related to our current $450.0 million stock repurchase program with no expiration date, which was publicly announced on February 29, 2024.
See Note 14 in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information related to our current $450.0 million stock repurchase program with no expiration date, which was publicly announced on February 29, 2024.
The graph assumes an initial investment of $100 at the close 56 Table of Contents of trading on September 23, 2020 and that all dividends paid by companies included in these indices have been reinvested. The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance.
The graph assumes an initial investment of $100 at the close of trading on December 31, 2020 and that all dividends paid by companies included in these indices have been reinvested. The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance.
As of December 31, 2024 , we had $300.5 million estimated remaining net proceeds from our IPO which have been invested in investment grade, interest-bearing instruments. Item 6. [Reserved.] 57 Table of Contents
As of December 31, 2025 , we had $19.5 million estimated remaining net proceeds from our IPO which have been invested in investment grade, interest-bearing instruments. Item 6. [Reserved.] 59 Table of Contents
Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser We did not sell any equity securities during the year ended December 31, 2024 that were not registered under the Securities Act. There were no repurchases of our Class A common stock during the three months ended December 31, 2024 .
Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser We did not sell any equity securities during the year ended December 31, 2025 that were not registered under the Securities Act.
As of December 31, 2024 , we estimated we had used approximatel y $586.4 million of the net proceeds from our IPO: (i) $164.4 million for the acquisition of businesses that complement our business; (ii) $262.0 million for the repurchases of our Class A common stock; and (iii) $160.0 million for the repayment of our outstanding debt obligations.
As of December 31, 2025 , we estimated we had used approximatel y $867.4 million o f the net proceeds from our IPO: (i) $197.9 million for the acquisition of businesses that complement our business; (ii) $435.6 million for the repurchases of our Class A common stock; (iii) $160.0 million for the repayment of our outstanding debt obligations; and (iv) $73.9 million for working capital and other general corporate purposes.
There is no established public trading market for our Class B common stock. Holders As of February 18, 2025 , there wer e 7 holders of record of our Class A common stock and 10 ho lders of record of our Class B common stock.
There is no established public trading market for our Class B common stock. Holders As of February 17, 2026 , there were 4 holders of record of our Class A common stock and 7 holders of record of our Class B common stock. Dividend Policy We are a holding company that does not conduct any business operations of our own.
Removed
Dividend Policy We are a holding company that does not conduct any business operations of our own.
Added
The following table presents information with respect to our repurchases of Class A common stock during the three months ended December 31, 2025 .
Removed
The following graph depicts the total cumulative stockholder return on our Class A common stock from September 23, 2020 , the first day of trading of our Class A common stock on the Nasdaq Global Select Market, through December 31, 2024 , relative to the performance of the Nasdaq Composite Index and the two industries we intersect, namely, the Dow Jones Internet Services Index and S&P 500 Healthcare Index.
Added
Period Total Number of Shares Repurchased (1) Average Price Paid per Share (2) Total Number of Shares Repurchased as Part of Publicly Announced Program (1) Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Program (in thousands) October 1 - 31 1,930,247 $ 4.44 1,930,247 $ 72,859 November 1 - 30 — $ — — $ 72,859 December 1 - 31 — $ — — $ 72,859 Total 1,930,247 1,930,247 _____________________________________________________ (1) The repurchases are being executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, which may include repurchases through a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act.
Added
(2) Average price paid per share includes direct costs and estimated excise taxes associated with the repurchases.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations The following table sets forth our results of operations for the years ended December 31, 2024 and 2023 : (dollars in thousands) Year Ended December 31, 2024 % of Total Revenue Year Ended December 31, 2023 % of Total Revenue Change ($) Change (%) Revenue: Prescription transactions revenue $ 577,549 73% $ 550,738 73% $26,811 5% Subscription revenue 86,536 11% 94,410 13% (7,874) (8%) Pharma manufacturer solutions revenue 107,237 14% 85,065 11% 22,172 26% Other revenue 21,002 3% 20,052 3% 950 5% Total revenue 792,324 750,265 Costs and operating expenses: Cost of revenue, exclusive of depreciation and amortization presented separately below 48,215 6% 66,925 9% (18,710) (28%) Product development and technology 123,749 16% 135,836 18% (12,087) (9%) Sales and marketing 367,114 46% 341,328 45% 25,786 8% General and administrative 117,862 15% 125,515 17% (7,653) (6%) Depreciation and amortization 69,538 9% 107,668 14% (38,130) (35%) Total costs and operating expenses 726,478 777,272 Operating income (loss) 65,846 (27,007) Other expense, net: Other expense (2,660) —% (4,008) 1% 1,348 (34%) Loss on extinguishment of debt (2,077) —% — 0% (2,077) n/m Interest income 23,273 3% 32,171 4% (8,898) (28%) Interest expense (52,922) 7% (56,728) 8% 3,806 (7%) Total other expense, net (34,386) (28,565) Income (loss) before income taxes 31,460 (55,572) Income tax (expense) benefit (15,070) 2% 46,704 6% (61,774) (132%) Net income (loss) $ 16,390 $ (8,868) Revenue Prescription transactions revenue increased $26.8 million , or 5% , year-over-year, primarily as a result of a 7% increase in the number of our average Monthly Active Consumers from organic growth, including expansion of our integrated savings program, which integrates our discounts and pricing in a seamless experience over the pharmacy counter for eligible plan members served by certain PBM partners .
Biggest changeResults of Operations The following table sets forth our results of operations for the years ended December 31, 2025 and 2024 : (dollars in thousands) Year Ended December 31, 2025 % of Total Revenue Year Ended December 31, 2024 % of Total Revenue Change ($) Change (%) Revenue: Prescription transactions revenue $ 544,001 68% $ 577,549 73% $ (33,548) (6%) Subscription revenue 83,786 11% 86,536 11% (2,750) (3%) Pharma direct revenue 151,380 19% 107,237 14% 44,143 41% Other revenue 17,686 2% 21,002 3% (3,316) (16%) Total revenue 796,853 792,324 Costs and operating expenses: Cost of revenue, exclusive of depreciation and amortization presented separately below 57,597 7% 48,215 6% 9,382 19% Product development and technology 121,026 15% 123,749 16% (2,723) (2%) Sales and marketing 331,560 42% 367,114 46% (35,554) (10%) General and administrative 113,960 14% 117,862 15% (3,902) (3%) Depreciation and amortization 85,218 11% 69,538 9% 15,680 23% Total costs and operating expenses 709,361 726,478 Operating income 87,492 65,846 Other expense, net: Other income (expense) 718 0% (2,660) 0% 3,378 (127%) Loss on extinguishment of debt — 0% (2,077) 0% 2,077 n/m Interest income 10,933 1% 23,273 3% (12,340) (53%) Interest expense (42,605) 5% (52,922) 7% 10,317 (19%) Total other expense, net (30,954) (34,386) Income before income taxes 56,538 31,460 Income tax expense (26,099) 3% (15,070) 2% (11,029) 73% Net income $ 30,439 $ 16,390 Revenue Prescription transactions revenue decreased $33.5 million , or 6% , year-over-year, primarily as a result of a 14% decrease in 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, partially offset principally by improved unit economics related to contracting with certain of our customers and partners and favorable changes in sales mix.
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.
For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks and limitations of these measures, please see “Key Financial and Operating Metrics – Non-GAAP Financial Measures" included within this Part II, Item 7 of this Annual Report on Form 10-K.
These excluded items are either non-cash charges or such that we believe 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.
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.
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 believe Adjusted EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
If we are unable to raise additional funds when or on the terms desired, our business, financial condition and results of operations could be adversely affected. Holding Company Status GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own.
If we are unable to raise additional funds when needed or on the terms desired, our business, financial condition, and results of operations could be adversely affected. Holding Company Status GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own.
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.
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.
Our future capital requirements will depend on many factors, including the growth of our business, the timing and extent of investments, sales and marketing activities, and many other factors as described in Part I, Item 1A, “Risk Factors.” For additional information regarding our cash requirements from noncancelable operating lease obligations, terms and commitments under our debt arrangements including our term loan and revolving credit facility, and other commitments and contingencies, see 63 Table of Contents Note 10 , Note 12 and Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, respectively.
Our future capital requirements will depend on many factors, including the growth of our business, the timing and extent of investments, sales and marketing activities, and many other factors as described in Part I, Item 1A, “Risk Factors.” For additional information regarding our cash requirements from noncancelable operating lease obligations, terms and commitments under our debt arrangements including our term loan and revolving credit facility, and other commitments and contingencies, see Note 10 , Note 12 and Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, respectively.
Revenue, net income (loss) 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.
Revenue, net income , and net income margin are financial measures prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures.
(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, contract termination costs, and losses from the disposal of certain technology and certain capitalized software.
(3) Restructuring related expenses include costs for various workforce optimization and organizational changes to better align with our strategic goals and future scale including employee severance and other personnel related costs, and as applicable, contract termination costs and losses from the disposal of certain technology and capitalized software.
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 December 31, 2024 .
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 December 31, 2025 .
Loss on Extinguishment of Debt 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 refinance in July 2024.
Loss on Extinguishment of Debt 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 refinancing in July 2024.
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, our subscription offerings, and our telehealth services.
Our revenue is primarily derived from prescription transactions revenue that is generated when pharmacies fill prescriptions for consumers, and from other revenue streams such as pharma direct, our subscription offerings, and our telehealth services.
We 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.
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 61 Table of Contents on operating lease asset s , restructuring related expenses, legal settlement expenses , gain on sale of business and other income or expense, net.
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.
PBM-pharmacy issues, including changes in the retail landscape, as well as macroeconomic events may have masked some of these trends in recent periods and may continue to impact these trends in the future.
Net cash used in financing activities 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, and proceeds from exercise of stock options as well as our employee stock purchase plan.
Net cash used in financing activities 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 and proceeds from exercise of stock options.
Our revenue recognition does not involve any critical accounting estimates. For information regarding our revenue recognition accounting policy, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Our revenue recognition does not involve any critical accounting estimates. For information regarding 66 Table of Contents our revenue recognition accounting policy, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 67 Table of Contents
We may also experience stronger demand for our pharma manufacturer solutions 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.
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.
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 collections of accounts receivable.
The changes in operating assets and liabilities were primarily driven by the timing of payments of accounts payable and prescription reimbursement liabilities, collections of accounts receivable and prescription reimbursement assets, and the timing of income tax payments and refunds.
(2) Acquisition related expenses principally include costs for actual or planned acquisitions including related third party fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to employees related to acquisitions and change in fair value of contingent consideration. From time to time, acquisition related expenses may also include similar transaction related costs for business dispositions.
(2) Acquisition related expenses principally include costs for actual or planned acquisitions including related third party fees, legal, consulting, and other expenditures, and as applicable, severance costs and retention bonuses to employees related to acquisitions. From time to time, acquisition related expenses may also include similar transaction related costs for business dispositions.
In particular, the current economic uncertainty, including rising inflation and socio-political events, has resulted in, and may continue to result in, significant disruption of global financial markets, including rising interest rates, reducing our ability to access capital.
In particular, the current economic uncertainty, including rising inflation, 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, which could reduce our ability to access capital.
The $45.6 million year-over-year increase 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 million in cash outflow from changes in operating assets and liabilities.
The $16.0 million year-over-year decrease in net cash provided by operations was due to an increase of $58.5 million in cash outflow from changes in operating assets and liabilities, partially offset by an increase in earnings after adjusting for non-cash adjustments.
As of (in thousands) December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Subscription plans 684 701 696 778 884 930 969 1,007 Non-GAAP Financial Measures 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.
As of (in thousands) December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 Subscription plans 674 671 668 680 684 701 696 778 Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes.
Copays have continued to trend upward in recent years and we believe as insurance providers continue to shift the cost burden more and more to consumers, consumers are now more than ever searching for sustainable affordable healthcare solutions which, in turn, strengthens our value proposition.
Further, copays on prescription medication have continued to trend upward in recent years and we believe as insurance providers and government programs continue to shift the cost burden more to consumers, including through changes to ACA marketplace subsidies, consumers are now more than ever searching for sustainable and affordable healthcare solutions which we believe strengthens our value proposition.
Pharma manufacturer solutions revenue increased $22.2 million , or 26% , year-over year, driven by organic growth as we continued to expand our market penetration with pharma manufacturers and other customers.
Pharma direct revenue increased $44.1 million , or 41% , year-over year, driven by organic growth as we continued to expand our market penetration with pharma manufacturers and other customers.
We define Adjusted Revenue for a particular period 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.
A djusted 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.
We consider PBMs, pharmacies, pharma manufacturers and consumers of our subscription and telehealth services, for which we have direct contractual agreements, to be our primary customers .
We consider PBMs, pharmacies, pharma manufacturers, healthcare providers, and consumers of our subscription and telehealth services, for which we have direct contractual agreements, to be our primary customers. All of our revenue has been generated in the United States .
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 have an impact on our prescription transactions revenue.
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.
For the year ended December 31, 2024 as compared to the year ended December 31, 2023 : • Revenue increased 6% to $792.3 million from $750.3 million ; • Adjusted Revenue increased 4% to $792.3 million from $760.3 million ; • Net income and net income margin were $16.4 million and 2.1% , respectively, compared to net loss and net loss margin of $8.9 million and 1.2% , respectively; and • Adjusted EBITDA and Adjusted EBITDA Margin were $260.2 million and 32.8% , respectively, compared to $217.4 million and 28.6% , respectively.
For the year ended December 31, 2025 as compared to the year ended December 31, 2024 : • Revenue increased 1% to $796.9 million from $792.3 million ; 60 Table of Contents • Net income and net income margin were $30.4 million and 3.8% , respectively, compared to $16.4 million and 2.1% , respectively; and • Adjusted EBITDA and Adjusted EBITDA Margin were $270.5 million and 33.9% , respectively, compared to $260.2 million and 32.8% , respectively.
A discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 has been reported previously in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024 , under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Overview Our mission is to help Americans get the healthcare they need at a price they can afford.
A discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 and other information related to the year ended December 31, 2023 has been reported previously in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Overview Our mission is to help Americans save time and money when filling their medications.
Recent Accounting Pronouncements See Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information on certain accounting standards adopted in 2024 and recent accounting announcements that have not yet been required to be implemented and may be applicable to our future operations. 64 Table of Contents Critical Accounting Policies and Estimates 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.
Recent Accounting Pronouncements See Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information on an accounting standard adopted in 2025 and recent accounting announcements that have not yet been required to be implemented and may be applicable to our future operations.
As of December 31, 2024 , we had cash and cash equivalents of $448.3 million and $91.7 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.
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.
Interest Expense Interest expense decreased by $3.8 million , or 7% , year-over-year, primarily due to lower average debt balances , partially offset by higher interest rates.
Interest Expense Interest expense decreased $10.3 million , or 19% , year-over-year, primarily due to lower average debt balances and lower interest rates .
The following table presents a reconciliation of net income (loss) and revenue, the most directly comparable financial measures calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively, and presents net income (loss) margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin: 59 Table of Contents Year Ended December 31, (dollars in thousands) 2024 2023 Net income (loss) $ 16,390 $ (8,868) Adjusted to exclude the following: Interest income (23,273) (32,171) Interest expense 52,922 56,728 Income tax expense (benefit) 15,070 (46,704) Depreciation and amortization 69,538 107,668 Other expense 2,660 4,008 Loss on extinguishment of debt 2,077 — Financing related expenses (1) 898 — Acquisition related expenses (2) 557 1,777 Restructuring related expenses (3) 8,902 27,023 Legal settlement expenses (4) 13,000 100 Stock-based compensation expense 99,026 104,820 Payroll tax expense related to stock-based compensation 2,471 1,693 Loss on operating lease assets (5) — 1,353 Adjusted EBITDA $ 260,238 $ 217,427 Revenue $ 792,324 $ 750,265 Adjusted to exclude the following: Client contract termination costs — 10,000 Adjusted Revenue $ 792,324 $ 760,265 Net income (loss) margin 2.1% (1.2%) Adjusted EBITDA Margin 32.8% 28.6% _____________________________________________________ (1) Financing related expenses include third party fees related to proposed financings.
The following table presents a reconciliation of net income , the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBITDA, and presents net income margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin: Year Ended December 31, (dollars in thousands) 2025 2024 Net income $ 30,439 $ 16,390 Adjusted to exclude the following: Interest income (10,933) (23,273) Interest expense 42,605 52,922 Income tax expense 26,099 15,070 Depreciation and amortization 85,218 69,538 Other (income) expense (718) 2,660 Loss on extinguishment of debt — 2,077 Financing related expenses (1) — 898 Acquisition related expenses (2) 1,539 557 Restructuring related expenses (3) 7,676 8,902 Legal settlement expenses (4) 5,855 13,000 Stock-based compensation expense 76,626 99,026 Payroll tax expense related to stock-based compensation 1,697 2,471 Loss on operating lease asset (5) 4,409 — Adjusted EBITDA $ 270,512 $ 260,238 Revenue $ 796,853 $ 792,324 Net income margin 3.8% 2.1% Adjusted EBITDA Margin 33.9% 32.8% _____________________________________________________ (1) Financing related expenses include third party fees related to proposed financings.
We capitalize c ertain qualified costs related to the development of internal-use software, which may cause product development and technology expenses to vary from period to period.
Product development and technology Product development and technology expenses are primarily driven by changes in headcount and investments to support and develop our various products. We capitalize certain qualified costs related to the development of internal-use software, which may cause product development and technology expenses to vary from period to period.
Components of our Results of Operations For a description of the components of our results of operations, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
(5) Loss on operating lease asset represents losses incurred from time to time relating to the impairment or abandonment of leased office space. 62 Table of Contents Components of our Results of Operations For a description of the components of our results of operations, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Our principal sources of liquidity are our cash and cash equivalents and borrowings available under our $100.0 million secured revolving credit facility, of which $12.0 million will mature on July 11, 2025 and $88.0 million on April 10, 2029 .
As of December 31, 2025 , 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 December 31, 2025 , we had cash and cash equivalents of $261.8 million and $80.2 million available under our revolving credit facility.
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.
Key Financial and Operating Metrics We use Monthly Active Consumers, subscription plans, Adjusted EBITDA, and Adjusted EBITDA Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our marketing and engagement efforts.
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 expenses 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.
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.
We have seen rapid changes in the U.S. retail pharmacy landscape recently with Rite Aid 's store closures in addition to announcements of store closures and reduction of footprint from various other retail pharmacies, including Walgreens .
For us, this evolution is both an opportunity and a clear validation of our mission. Conversely, we have seen rapid changes in the U.S. retail pharmacy landscape as well, with announcements of store closures and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens.
The impact from these drivers was partially offset by a $4.3 million increase in third-party services and contractors associated with product development and allocated overhead. Sales and marketing Sales and marketing expenses are primarily driven by investments to grow and retain our consumer base and may fluctuate based on the timing of our investments in consumer acquisition and retention.
Sales and marketing Sales and marketing expenses are primarily driven by investments to grow and retain our consumer base and may fluctuate based on the timing of our investments in consumer acquisition and retention.
Subscription revenue decreased $7.9 million , or 8% , year-over year, primarily driven by a decrease in the number of subscription plans due to the sunset of Kroger Savings resulting in 684 thousand subscription plans as of December 31, 2024 compared to 884 thousand as of December 31, 2023 .
Revenue contribution from our 2025 acquisitions was approximately 1% of prescription transactions revenue. Subscription revenue decreased $2.8 million , or 3% , year-over year, primarily driven by a decrease in the number of subscription plans with 674 thousand subscription plans as of December 31, 2025 compared to 684 thousand as of December 31, 2024 .
Income Taxes In 2024, we had an income tax expense of $15.1 million compared to an income tax benefit of $46.7 million in 2023 and an effective income tax rate of 47.9% and 84.0% , respectively.
Income Taxes For the years ended December 31, 2025 and 2024, we had an income tax expense of $26.1 million and $15.1 million , respectively, and an effective income tax rate of 46.2% and 47.9% , respectively.
General and administrative expenses may vary from period to period based on the timing and extent of business mergers, acquisitions and dispositions, to support our organic growth, and financing activities. Impairments and disposals of long-lived assets may also cause general and administrative expenses to fluctuate period to period.
General and administrative General and administrative expenses are primarily driven by changes in headcount and investments to support our compliance and reporting obligations as a public company. General and administrative expenses may vary from period to period based on the timing and extent of business mergers, acquisitions and dispositions, to support our organic growth, and financing activities.
Monthly Active Consumers Three Months Ended (in millions) December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Monthly Active Consumers 6.6 6.5 6.6 6.7 6.4 6.1 6.1 6.1 Subscription Plans Subscription plans have been impacted by a sequential decline in our subscription plans for Kroger Savings as a result of reduced marketing spend in relation to that offering, which sunset in July 2024.
Three Months Ended (in millions) December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 Monthly Active Consumers 5.3 5.4 5.7 6.4 6.6 6.5 6.6 6.7 Subscription Plans Subscription plans through the second quarter of 2024 included subscription plans for Kroger Savings, which sunset in July 2024.
Costs and Operating Expenses Cost of revenue, exclusive of depreciation and amortization Cost of revenue is largely driven by the growth of our visitor, subscriber and active consumer base, as well as our offering mix. Our cost of revenue as a percentage of revenue may vary based on the change in mix of our various offerings.
We expect pharma direct revenue 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 direct offering. 63 Table of Contents Costs and Operating Expenses Cost of revenue, exclusive of depreciation and amortization Cost of revenue is largely driven by the growth of our visitor, subscriber and active consumer base, as well as our offering mix.
The $170.1 million year-over-year increase in net cash used in financing activities was primarily driven by an increase of $161.7 million of 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 $103.0 million year-over-year decrease in net cash used in financing activities was primarily driven by a decrease of $162.0 million in net repayments on our term loan as a result of our debt refinance in July 2024 and a $15.3 million decrease in employee taxes paid related to net share settlement of equity awards.
Since the restricted net assets of GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, refer to Note 18 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for condensed parent company financial information of GoodRx Holdings, Inc.
Since the restricted net assets of GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, refer to Note 18 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for condensed parent company financial information of GoodRx Holdings, Inc. 65 Table of Contents Cash Flows Year Ended December 31, (in thousands) 2025 2024 Net cash provided by operating activities $ 167,904 $ 183,892 Net cash used in investing activities (119,960) (70,347) Net cash used in financing activities (234,470) (337,495) Net change in cash and cash equivalents $ (186,526) $ (223,950) Net cash provided by operating activities Net cash provided by operating activities consists of net income adjusted for certain non-cash items and changes in assets and liabilities.
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. Other Expense We recognized other expense of $2.7 million in 2024 related to third-party transaction costs as a result of our debt refinance in July 2024.
Other Expense We recognized other expense of $2.7 million in 2024 related to third-party transaction costs as a result of our debt refinancing in July 2024.
The impact from these drivers was partially offset by a $35.7 million decrease in employee taxes paid related to net share settlement of equity awards and a $13.1 million increase in proceeds from exercise of stock options.
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 $19.0 million decrease in proceeds from exercise of stock options.
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 Interest income decreased by $8.9 million , or 28% , year-over-year, primarily due to lower average balance of cash equivalents held in U.S. treasury securities money market funds.
Interest Income 64 Table of Contents Interest income decreased $12.3 million , or 53% , year-over-year, primarily due to lower average balance of cash equivalents held in U.S. treasury securities money market funds and lower interest rates .
Product development and technology expenses decreased $12.1 million , or 9% , year-over-year, primarily driven by a $9.4 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.
Product development and technology expenses decreased $2.7 million , or 2% , year-over-year, primarily driven by a $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 , partially offset principally by an increase in third-party services and contractors associated with non-capitalizable product development activities.
(4) Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters. (5) Loss on operating lease assets include losses incurred relating to the abandonment or sublease of certain leased office spaces.
(4) Legal settlement expenses consist of periodic settlement costs for significant or unusual litigation matters.
General and administrative expenses decreased $7.7 million , or 6% , year-over-year, primarily driven by a $16.1 million decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020 and a $3.0 million decrease in professional fees.
General and administrative expenses decreased $3.9 million , or 3% , year-over-year, primarily driven by a $7.5 million decrease in estimated legal settlement expense with respect to an ongoing class action litigation , partially offset principally by an increase in professional fees .
The $14.6 million increase in net cash used in investing activities was primarily driven by a $14.4 million increase in capitalization of certain qualified costs related to the development of internal-use software.
The $49.6 million increase in net cash used in investing activities was primarily driven by cash paid for business acquisitions in 2025.
To achieve this, we are building the leading consumer-focused digital healthcare platform in the United States.
To achieve this, we are building the leading consumer-focused digital healthcare platform in the United States. For example, during 2025, we announced the launch of our first condition-specific subscription program for erectile dysfunction and continued to expand to other conditions including hair loss and weight loss.
Depreciation and amortization Our depreciation and amortization changes are primarily based on changes in our property and equipment, intangible assets, and capitalized software balances and estimates of useful lives. 62 Table of Contents Depreciation and amortization expenses decreased $38.1 million , or 35% , 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.
Depreciation and amortization Our depreciation and amortization changes are primarily based on changes in our property and equipment, intangible assets, and capitalized software balances and estimates of useful lives.
For information regarding our valuation allowance analysis, see Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates— Income Taxes—Valuation of Deferred Tax Assets" and Note 11 in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates 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 expenses, and related disclosures.
Sales and marketing expenses increased $25.8 million , or 8% , year-over-year primarily driven by a $21.8 million increase in payroll and related costs, principally due to higher average headcount and higher stock-based compensation expense , due to a reversal in 2023 of previously recognized stock-based compensation expense as certai n performance milestones were no longer probable of being met in addition to changes in our employee composition.
Sales and marketing expenses decreased $35.6 million , or 10% , year-over-year primarily driven by a $13.2 million decrease in stock-based compensation expense largely as a result of changes in our employee composition, $12.4 million decrease in third-party marketing expenses, and an $8.1 million decrease in advertising expenses.
Removed
We believe our financial results reflect the significant market demand for our offerings and the value that we provide to the broader healthcare ecosystem .
Added
Certain of these condition-specific subscription programs offer consumers a single solution for comprehensive care by bundling the clinician visit, prescription (if deemed medically appropriate by the treating healthcare provider), and related delivery for a single total subscription price.
Removed
Future store closures and reduction of footprint from retail pharmacies are expected to have an immediate adverse impact on our prescription volume and prescription transactions revenue. However, we believe this impact to be largely transient as we expect prescription volume to migrate to other in-network pharmacies in the near term.
Added
During 2025, we also continued to grow our consumer direct pricing and announced a collaboration with a pharmaceutical manufacturer to offer eligible patients nationwide two of the most in-demand GLP-1 medications at a significantly lower cash price through our platform. With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our business.
Removed
Recent Development On January 13, 2025, we acquired substantially all of the assets and assembled workforce of the prescription savings business of Vivid Clear Rx, Inc. for $30.0 million in cash.
Added
For example, in July 2025, Congress passed a budget bill that cuts federal funding for Medicaid among other health insurance programs, as well as tightens eligibility requirements and increases the frequency of Medicaid coverage determinations.
Removed
See Note 19 in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 58 Table of Contents Key Financial and Operating Metrics We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin to assess our performance, make strategic and offering decisions and build our financial projections.
Added
Separately, certain major drug producers and manufacturers have negotiated or are in negotiations with the current Presidential administration to receive relief from the potential imposition of a 100% tariff on any branded or patented pharmaceutical product produced outside of the United States.
Removed
We exited the fourth quarter of 2024 with over 7 million prescription-related consumers that used GoodRx across our prescription transactions and subscription offerings. Our prescription-related consumers represent the sum of Monthly Active Consumers for the three months ended December 31, 2024 and subscribers to our subscription plans as of December 31, 2024 .
Added
As a result of these negotiations, certain manufacturers have announced their participation in a new government sponsored direct-to-consumer platform called “TrumpRx.gov” ("TrumpRx"), which was launched in February 2026 and is designed to offer consumers discounts on their products and some specialty brands. GoodRx is a key integration partner for pharma manufacturers offering discounted cash prices on TrumpRx at launch .
Removed
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 .
Added
Any potential impact on our business, offerings, or results of operations are unclear at this time but may be significant . With the introduction of these federal initiatives, including the renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward greater transparency and direct-to-consumer access.
Removed
Prior to December 2023, we provided consumer incentives principally in the form of discounts to a limited number of consumers on a limited number of prescription drugs for a limited time ("limited marketing promotions"). Consumer discounts on prescription drugs with partner pharmacies as our customers were recognized as a reduction of prescription transactions revenue.
Added
In early May 2025, Rite Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process.
Removed
For consumer discounts on prescription drugs with PBMs as our customers, we evaluate whether such discounts represent payments to a customer, which are recognized as a reduction of prescription transactions revenue if no distinct 60 Table of Contents benefit is received, or whether the discounts relate to limited marketing promotions, which are recognized as sales and marketing expenses.
Added
Consequently, we saw several PBMs remove Rite Aid from their networks, causing immediate cessation in the associated claims volume, as well as rapid store closures, which altogether adversely impacted our ability to recapture these claims in the near term.
Removed
We consider various factors including whether the discounts are made available for a limited time on a limited number of prescription drugs, consumer eligibility requirements, whether discounts are targeted towards consumer transactions with specific partner pharmacies or PBMs, and whether there is involvement or reasonable expectations of our customers with regards to the discounts.
Added
Furthermore, in 2025, we saw a material volume reduction in one of our integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience at the pharmacy counter for eligible plan members served by certain PBM partners. Integrated savings programs are operated through PBMs who decide how to implement and manage these programs.
Removed
In December 2023, we implemented a change in some aspects of our consumer incentives program whereby the incentives are no longer limited marketing promotions and we believe our customers can now reasonably expect to benefit from these incentives .
Added
These external factors have adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers that we expect will continue in the near term with the combined total impact to prescription transactions revenue estimated to be $35. 0 million to $40.0 million in 2025 .
Removed
As a result, all consumer discounts subsequent to this change were and are expected to continue to be recognized as a reduction of prescription transactions revenue.
Added
While our prescription transactions offering remains foundational, given the evolving dynamics of prescription access and pharmacy economics, including the growing relevance of self-pay and direct-to-consumer distribution models, we are continuing to position our pharma direct offering as a key driver of growth.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeA hypothetical 100 basis point increase in interest rates would have increased our interest expense by $5.3 million for the year ended December 31, 2024 . Impact of Inflation We do not believe that inflation has had a material effect on our business, results of operations or financial condition.
Biggest changeA hypothetical 100 basis point increase in interest rates would have increased our interest expense b y $5.0 million for the year ended December 31, 2025 . Impact of Inflation We do not believe that inflation has had a material effect on our business, results of operations, or financial condition.
Interest Rate Risk Our exposures to market risk for changes in interest rates relate primarily to our debt arrangements which bears floating interest rates and a rising interest rate environment will increase the amount of interest paid on these loans.
Interest Rate Risk Our exposure to market risk for changes in interest rates relates primarily to our debt arrangements with floating interest rates and a rising interest rate environment will increase the amount of interest paid on these loans.

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