UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 11, 2021

GoodRx Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

2701 Olympic Boulevard

Santa Monica, CA 90404

(Address of Principal Executive Offices) (Zip Code)

(855) 268-2822

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On March 11, 2021, GoodRx Holdings, Inc. (the “Company”), announced the Company’s financial results for the three months and year ended December 31, 2020. The full text of the press release and letter to shareholders issued in connection with the announcement are furnished as Exhibits 99.1 and 99.2, respectively, to this report.

The information in Item 2.02 and Exhibits 99.1 and 99.2 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 11, 2021

Exhibit 99.1

GoodRx Releases Fourth Quarter and Full Year 2020 Financial Results

SANTA MONICA, Calif. March 11, 2021 – GoodRx Holdings Inc. (Nasdaq: GDRX), America’s leading resource for healthcare savings, has released its fourth quarter and full year 2020 financial results and posted a letter to shareholders on the Overview page of its investor relations website at https://investors.goodrx.com.

GoodRx management will host a conference call and webcast today at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss the results and the Company’s business outlook.

Fourth Quarter and Full Year 2020 Results Conference Call

Approximately one hour after completion of the live call, an archived version of the webcast will be available on the Company’s investor relations website at https://investors.goodrx.com for at least 30 days.

About GoodRx

GoodRx helps Americans get the healthcare they need at a price they can afford. As America’s leading resource for healthcare savings, GoodRx connects consumers with affordable and convenient prescriptions and medical care, including telehealth, mail order prescriptions, doctor visits, and lab tests. We have helped Americans save over $25 billion since 2011 and are the #1 most downloaded medical app over the last three years.

Investor Contact

GoodRx

Whitney Notaro

wnotaro@goodrx.com

Press Contact

GoodRx

Lauren Casparis

press@goodrx.com

GoodRx helps Americans

get the healthcare they need

at a price they can afford.

¹ Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Net Margin are non-GAAP financial measures and are presented for supplemental informational purposes only. Refer to the Non-GAAP financial measures section below for definitions, additional information, and a reconciliation to the most directly comparable GAAP measures.

² Adjusted EBITDA Margin is Adjusted EBITDA divided by Revenue. Adjusted Net Margin is Adjusted Net Income divided by Revenue.

³ Monthly Active Consumers (MACs) represent the number of unique consumers who have used a GoodRx code to purchase a prescription medication in a given calendar month and have saved money compared to the list price of the medication. Beginning in the fourth quarter of 2020, our Monthly Active Consumers number includes consumers we acquired through the acquisition of Scriptcycle in August 2020. Monthly Active Consumers from acquired companies are only included beginning in the first full quarter following the acquisition. Monthly Active Consumers do not include subscribers to our subscription offerings, consumers of our pharmaceutical manufacturers solutions offering, or consumers who used our telehealth offerings. When presented for a period longer than a month, Monthly Active Consumers is averaged over the calendar months in such period.

⁴ Represents the ending subscriber balance across both our subscription plans, GoodRx Gold and Kroger Savings Club.

ABOUT GOODRX

We’re still relatively new to the public markets, so we’d like to take a moment to describe our business, the market in which we operate, our offerings, and the value we provide.

Our mission is to help Americans get the healthcare they need at a price they can afford.

For too many, healthcare in the U.S. is expensive, complicated, and confusing. Every year, Americans pay more out-of-pocket costs and face more insurance hurdles and restrictions. Too many families are uninsured or underinsured, forcing them to make painful sacrifices to just stay healthy. The high cost of healthcare is a leading reason why Americans don’t get the care they need, which drives massive negative impacts across our entire nation.

We started our business a decade ago, focusing on offering consumers prescription information and discounts. Since then, we have extended our platform to include telehealth, solutions for pharmaceutical manufacturers, and healthcare-focused content and insights.

We see much more exciting growth potential as we continue to attract new consumers through our existing offerings and launch new services to improve healthcare affordability and access for all Americans. As we continue to build the leading digital platform for consumer healthcare, we believe we will help more people at different stages of the consumer healthcare journey, deliver more value to our consumers, and generate higher consumer lifetime value.

We are pioneering the transformation of the multi-trillion dollar healthcare market with a consumer-first approach, and have become the trusted brand to guide individuals throughout their healthcare journey.

GoodRx operates in a sizeable industry, addressing a combined total of over $800 billion of the $4 trillion healthcare market. The prescription market in the U.S alone, including prescriptions left at the counter, is estimated at over $500 billion of annual spend. The telehealth opportunity is estimated at $250 billion, and our manufacturer solutions offering has a potential annual market value of over $30 billion.

At GoodRx, we are pioneering the transformation of the multi-trillion dollar healthcare market with a consumer-first approach, and have become the trusted brand to guide individuals throughout their healthcare journey. And we’re only just beginning. Our expanding suite of offerings, deep brand-building investment and differentiated content is accelerating consumers’ understanding of how we help.

Our Offerings

PRESCRIPTIONS

Our prescription offering allows consumers to save money by simply presenting our app or website at one of the 70,000 pharmacies where GoodRx is accepted. While healthcare pricing is extremely complex, we provide consumers with price transparency through a simple, easy to use, and convenient digital interface. Our proprietary platform aggregates over 200 billion prescription pricing data points from a variety of healthcare sources every day, providing consumers with comparison tools and access to lower prices. A consumer simply searches for their medication on the GoodRx app or website and presents GoodRx at the pharmacy of their choice to save up to 80% when they purchase or pick up their prescription.

When a consumer uses GoodRx to fill a prescription and save money, we earn fees from our partners. After a consumer has used GoodRx once, their discount information is saved to the consumer’s profile at the pharmacy. From then on, a GoodRx discount typically applies to all future refills as well as, in many cases, fills for other prescriptions at that location, without the consumer having to re-present GoodRx. This powerful mechanism, in addition to the typical refill cycle and long-term nature of most prescriptions, drives strong repeat activity on our platform. Since 2016, over 80% of transactions for our prescription offering have come from repeat activity, which refers to the second and later use of our discounted prices by a single GoodRx consumer.

SUBSCRIPTIONS

Subscriptions are a natural extension of our successful prescription product. They address the same consumer need and generally offer greater savings than our prescription offering. We launched our first subscription offering, GoodRx Gold, in 2017, and added a second subscription offering, the Kroger Rx Savings Club, in 2018. We continue to focus on converting our visitors and MACs to our subscription offerings, which allows us to create and maintain tighter relationships with our consumers, deliver more value to them, and generate higher lifetime value.

GoodRx Gold

Subscribers generally pay a monthly fee to access even lower prices at select participating pharmacies. Over 1,000 prescription medications are available for under $10 through GoodRx Gold, with savings of up to 90% off standard list prices. In the third quarter of 2020, we added mail order pharmacy services to GoodRx Gold, providing Gold subscribers with additional value and convenience as part of their subscription. More recently, we added discounted telehealth services to our Gold subscription, further enhancing the value we deliver to subscribers with no change to their subscription cost.

Kroger Rx Savings Club powered by GoodRx

We partner with Kroger, the nation’s largest grocery chain and fourth largest retail pharmacy, to offer a unique subscription product to Kroger consumers for an annual fee. Subscribers get access to lower prescription prices at Kroger pharmacies, including over 100 common generic medications for free, $3.00, or $6.00, along with savings on more than 1,000 other generic medications. In 2020, our contract with Kroger was extended for multiple years and we are excited to continue our fruitful partnership.

MANUFACTURER SOLUTIONS

Brand medications tend to be expensive, and insurance coverage is often complicated and restrictive. Pharmaceutical manufacturers often offer affordability solutions such as co-pay cards, patient assistance programs, and other savings options to help consumers afford the therapy they need. We partner with manufacturers and help them reach high-intent consumers searching GoodRx for their medication.

Manufacturers spend $30 billion¹ annually on advertising to attract patients to their brands whether they go direct-to-consumer or through providers. GoodRx offers a much more targeted and efficient way for them to do both. On the consumer front, 20% of the searches on our platform are for brand medications and many consumers already have a prescription in hand. We also have extensive reach and satisfaction with providers with 2 million prescribers in the U.S. having a patient that has used GoodRx and an extremely high provider NPS of 86.²

We offer manufacturers both traditional advertising solutions as well as more customized innovative products, whether direct-to-consumer or through digital and in-office channels to reach healthcare professionals. This offering helps our users, increases overall consumer satisfaction, provides additional savings options on our platform, and drives incremental consumer lifetime value for us at minimal incremental cost, as many of these brand medication searches come from consumers that we already attract. We generate revenue from our manufacturer partners who advertise, integrate, and communicate their affordability solutions to consumers on our platform.

¹ Manufacturer solutions market size based on 2016 medical marketing and advertising spend published in Journal of the American Medical Association in 2019.

² GoodRx Net Promoter Score (“NPS”) based on a survey of physicians on the GoodRx website in February 2020.

TELEHEALTH

Our telehealth platform is designed to meet our consumers’ demand for timely, convenient, and affordable access to healthcare. Our two-pronged approach includes our own telehealth provider, HeyDoctor by GoodRx, which we are rebranding as GoodRx Care, and our GoodRx Telehealth Marketplace, which launched in March 2020. Our marketplace brings third-party providers to our platform and provides consumers with a breadth of services on one

single platform. Our marketplace has added additional providers for services, conditions, and geographies to our telehealth offerings, and also includes providers for the conditions and geographies already covered by GoodRx Care, providing consumers with broader choice.

Our data suggests that approximately 20% of consumers who search for medications on GoodRx do not have a prescription at the time of their search. Through our telehealth products, we can provide a convenient and affordable way for consumers to receive a diagnosis and a prescription online, when medically appropriate. Visits with a physician start at $19 and can be even less for Gold members. Once a consumer completes an online visit via GoodRx Care, the consumer may choose to fill the prescription at retail locations using GoodRx, or via mail order through a third-party GoodRx partner.

Our telehealth offering adds a secondary entry point to our platform and allows us to be by consumers’ sides at another step of their healthcare journey.

Our Value Proposition

We are fortunate to have a business that serves multiple stakeholders in the healthcare ecosystem — starting first and foremost with American consumers.

¹ Savings are measured as the difference between the pharmacy list price and the price the consumer pays using GoodRx. Because consumers of our website and mobile application may switch pharmacies if they find a better discount, our consumer savings calculation includes an estimate of savings achieved based on switching pharmacies.

² GoodRx Net Promoter Score (“NPS”) based on a survey of consumers on the GoodRx website in February 2020.

³ Based on days with most downloads on Apple App Store and Google Play App Store 2017-June 30, 2020.

⁴ GoodRx Net Promoter Score (“NPS”) based on a survey of physicians on the GoodRx website in February 2020.

⁵ PBMs aggregate demand to negotiate prescription medication prices with pharmacies and pharmaceutical manufacturers. While they find most of their demand through relationships with insurance companies and employers, nearly all PBMs also have consumer direct or cash network pricing that they negotiate with pharmacies for consumers who choose to purchase prescriptions outside of insurance.

Q4 HIGHLIGHTS

GoodRx Donates Over $40 Million to a Charitable Organization in Support of GoodRx Helps

In the fourth quarter, we donated more than one million shares of GoodRx Class A common stock, valued at over $40 million as of December 18, 2020, to a charitable organization in support of GoodRx Helps, to fund and support our philanthropic endeavors. This charitable initiative works with providers at free clinics across the nation, providing no-cost prescriptions for low-income patients who have nowhere else to turn. While our platforms can help many Americans get the healthcare they need at a price they can afford, we realize there are times when discounts aren’t enough, and we remain committed to supporting underserved communities to deliver on our mission.

Financials

PRESCRIPTION TRANSACTIONS REVENUE   Fourth quarter Prescription Transactions Revenue grew 26% year-over-year to $131.3 million, driven by a 32% year-over-year increase in MACs. Scriptcycle monthly active consumers are also included in our MAC count beginning in the fourth quarter of 2020, the first full quarter post its acquisition. We believe our prescription offering continued to be impacted by COVID-19 headwinds, as many consumers canceled or deferred physician visits, increasing the undiagnosed condition backlog among Americans. This, coupled with an unusually weak cold and flu season, negatively impacted new therapy starts and prescription volume in the fourth quarter.   Full year Prescription Transactions Revenue grew 34% year-over-year in 2020, reaching $488.3 million.

OTHER REVENUE   Fourth quarter Other Revenue grew 153% year-over-year to $22.2 million, driven by a 102% increase in the combined number of subscribers of our Gold and Kroger plans, an increase in revenue from pharmaceutical manufacturers, and an increase in telehealth revenue driven by GoodRx Care and the launch of our GoodRx Telehealth Marketplace in March 2020.   Full year Other Revenue grew 164% year-over-year in 2020, reaching $62.4 million.

GUIDANCE

Our outlook for the first quarter and full year 2021, is as follows:

Adjusted EBITDA Margin is a non-GAAP financial measure and is presented for supplemental informational purposes only. We have not reconciled our Adjusted EBITDA Margin guidance to GAAP net (loss) income margin, or Net Margin, because we do not provide guidance for GAAP Net Margin due to the uncertainty and potential variability of stock-based compensation and income tax benefit (expense), which are reconciling items between Adjusted EBITDA Margin and GAAP Net Margin. Because such items cannot be reasonably provided without unreasonable efforts, we are unable to provide a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure. However, such items could have a significant impact on GAAP Net Margin.

FORWARD-LOOKING STATEMENTS

This shareholder letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this shareholder letter that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our future operations and financial results, our plans relating to GoodRx Helps, the underlying trends in our business, our market opportunity, the growth of our telehealth and manufacturer businesses, competitiveness of our prices, especially in relation to insurance, the growth of our partnership with industry participants such as Kroger, the anticipated impact of COVID-19 on our business, post-COVID-19 trends, our potential for growth, demand for our offerings, our strategic growth priorities and future offerings and our strategy. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks related to our limited operating history and early stage of growth; our ability to achieve broad market education and change consumer purchasing habits; our ability to continue to attract, acquire and retain consumers in a cost-effective manner; our reliance on our prescription offering and ability to expand our offerings; changes in medication pricing and pricing structures; our inability to control the categories and types of prescriptions for which we can offer savings or discounted prices; our reliance on a limited number of industry participants; the competitive nature of industry; risks related to pandemics, epidemics or outbreak of infection disease, including the COVID-19 pandemic; the accuracy of our estimate of our total addressable market and other operational metrics; the development of the telehealth market; our ability to maintain and expand a network of skilled telehealth providers; risks related to negative media coverage; our ability to respond to changes in the market for prescription pricing and to maintain and expand the use of GoodRx codes; our ability to maintain positive perception of our platform and brand; risks related to our material weaknesses in our internal control over financial reporting and any future material weaknesses; risks related to use of social media, emails, text messages and other messaging channels as part of our marketing strategy; our ability to accurately forecast revenue and appropriately plan our expenses in the future; risks related to information technology and cyber-security; compliance with government regulation of the internet, e-commerce and data and other regulations; our ability to utilize our net operating loss carryforwards and certain other tax attributes; management’s ability to manage our transition to being a public company; our ability to attract, develop, motivate and retain well-qualified employees; risks related to general economic factors, natural disasters or other unexpected events; risks related to our acquisition strategy; risks related to our debt arrangements; interruptions or delays in service on our apps or websites; our reliance on third-party platforms to distribute our platform and offerings; our reliance on software as-a-service technologies from third parties; systems failures or other disruptions in the operations of these parties on which we depend; changes in consumer sentiment or laws, rules or regulations regarding tracking technologies and other privacy matters; risks related to our intellectual property; risks related to operating in the healthcare industry; risks related to our organizational structure; as well as the other important factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2020, and our other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this shareholder letter. Any such forward-looking statements represent management’s estimates as of the date of this shareholder letter. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

FINANCIAL STATEMENTS

GoodRx Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

GoodRx Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

GoodRx Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

NON-GAAP MEASURES

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Margin and Adjusted Earnings per Share are supplemental measures of our performance that are not required by, or presented in accordance with, U.S. GAAP. We also present each cost and operating expense on our statement of operations on an adjusted basis. Collectively, we refer to these non-GAAP financial measures as our “Non-GAAP Measures”.

We define Adjusted EBITDA for a particular period as net (loss) income before interest, taxes, depreciation and amortization, and as further adjusted 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 abandonment and impairment of operating lease assets, charitable stock donation and other (income) expense, net. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Revenue.

We define Adjusted Net Income for a particular period as net (loss) income adjusted for amortization of intangibles related to acquisitions, 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 abandonment and impairment of operating lease assets, charitable stock donation and as further adjusted for estimated income tax on such adjusted items. The Company’s income tax provision for the year was adjusted in order to account for the tax impact of its Non-GAAP Adjusted Net Income pre-tax income adjustments. In addition, the Company’s adjusted income tax expense excludes all tax benefits/expenses resulting from excess tax benefits/deficiencies in connection with stock-based compensation. Adjusted Earnings per Share is Adjusted Net Income attributable to common stockholders divided by weighted average number of shares. The weighted average shares we use in computing Adjusted Earnings per Share – basic is equal to our GAAP weighted average shares- basic and the weighted average shares we use in computing Adjusted Earnings per Share – diluted is equal to either GAAP weighted average shares – basic or GAAP weighted average shares – diluted, depending on whether the Company has adjusted net loss or adjusted net income, respectively. Adjusted Net Margin is Adjusted Net Income divided by Revenue.

We also assess our performance by evaluating each cost and operating expense on our statement of operations on a non-GAAP, or adjusted, basis. The adjustments to these cost and operating expense items include acquisition related expenses, amortization of intangible assets related to acquisitions, stock-based compensation expense, payroll tax expense related to stock-based compensation, financing related expenses, loss on abandonment and impairment of operating lease assets, and charitable stock donation, as applicable.

We believe our Non-GAAP Measures are helpful to investors, analysts and other interested parties because they assist in providing a more consistent and comparable overview of our operations across our historical financial periods. Adjusted EBITDA is also a key measure we use to assess our financial performance and is also used for internal planning and forecasting purposes. In addition, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per Share are frequently used by analysts, investors and other interested parties to evaluate and assess performance.

The Non-GAAP Measures are presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to financial information presented in accordance with GAAP. These measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statement of operations that are necessary to run our business. Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as comparative measures.

The following table presents a reconciliation of net (loss) income, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBITDA.

The following tables present a reconciliation of net (loss) income, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted Net Income and calculation of Adjusted Earnings per Share.

The weighted average number of redeemable convertible preferred stock outstanding during each period was as follows:

Each cost and operating expense is adjusted for acquisition related expenses, amortization of intangible assets related to acquisitions, stock-based compensation expense, payroll tax expense related to stock-based compensation, financing related expenses, loss on abandonment and impairment of operating lease assets, and charitable stock donation.

The following table presents a reconciliation of each Non-GAAP, or Adjusted, cost and expense measure to its most directly comparable financial measure calculated in accordance with GAAP