GoodRx Holdings Inc - 2025年度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June 30, 2025, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $423.2 million. Portions of the registrant’s definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days afterthe end of the fiscal year ended December31, 2025 are incorporated herein by reference in Part III. PART I Table of Contents Glossary of Selected Terminology As used in this Annual Report on Form 10-K, unless the context otherwise requires, references to: Table of Contents code and, in certain circumstances, a consumer may use a GoodRx code and pay the list price at a pharmacyif such list price is lower than the negotiated price available using a GoodRx code. We do not earn revenuefrom such transactions, but our savings calculation includes an estimate of the savings achieved by theconsumer because our platform has directed the consumer to the pharmacy with the low list price. Thisestimate of savings when the consumer pays the list price is based on internal data and is calculated as thedifference between the average list price across all pharmacies where GoodRx consumers paid the list price “subscribers” and similar references refer to our consumers that are subscribed to our subscription offerings,GoodRx Gold (“Gold”), Kroger Rx Savings Club powered by GoodRx (“Kroger Savings”) which sunset in July2024,condition-specific subscription programs which first launched in June 2025,and RxSmartSaver+powered by GoodRx ("RxSmartSaver+") which launched in July 2025. References to subscription plans as of aparticular date represents an active subscription to any one of our aforementioned subscription offerings as of “Silver Lake” and similar references refer to investment funds associated with Silver Lake Partners, includingSLP Geology Aggregator, L.P. Certain monetary amounts, percentages, and other figures included in this Annual Report on Form 10-K have beensubject to rounding adjustments. Percentage amounts included in this Annual Report on Form 10-K have not in all casesbeen calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason,percentage amounts in this Annual Report on Form 10-K may vary from those obtained by performing the same calculations Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements. We intend such forward-looking statements tobe covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). All statements other than statements of historical facts contained in this Annual Report on Form 10-K maybe forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”“should,” “expects,” “plans,” “anticipates,” “could,” “i