GoodRx Holdings Inc-A 2025年度报告

(Mark One) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ 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 an emerging 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 internal control 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. As of February17, 2026 the registrant had 108,610,311 shares of Class A common stock, $0.0001 par value per share, and 233,964,187 shares of ClassB common stock, $0.0001 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE 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. Table of Contents PART I Item 1.Business7Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments55Item 1C.Cybersecurity55Item 2.Properties56Item 3.Legal Proceedings56Item 4.Mine Safety Disclosures56 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities57Item 6.[Reserved]58Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations59Item 7A.Quantitative and Qualitative Disclosures About Market Risk67Item 8.Financial Statements and Supplementary Data67Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure67Item 9A.Controls and Procedures67Item 9B.Other Information68Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections68 PageItem 11.Executive Compensation69Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters69Item 13.Certain Relationships and Related Transactions, and Director Independence69Item 14.Principal Accountant Fees and Services69 Table of Contents Glossary of Selected Terminology As used in this Annual Report on Form 10-K, unless the context otherwise requires, references to: •“we,” “us,” “our,” the “Company,” “GoodRx,” and similar references refer to GoodRx Holdings, Inc. and itsconsolidated subsidiaries.•“Co-Founders” refers to Trevor Bezdek and Douglas Hirsch, each a director of the Company.•“consumers” refer to the general population in the United States that uses or otherwise purchases healthcareproducts and services. References to “our consumers” or “GoodRx consumers” refer to consumers that haveused one or more of our offerings.•“discounted price” refers to a price for a prescription provided on our platform that re