GoodRx Holdings Inc.

08/21/2026 | Press release | Distributed by Public on 08/21/2026 19:39

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRANCISCO PARTNERS IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [GDRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE LETTERMAN DRIVE, BUILDING C,, SUITE 410
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026
(Street)
SAN FRANCISCO, CA 94129
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/19/2026 C(1) 4,995,903 A (1) 4,995,903 I By Francisco Partners IV, L.P.(2)
Class A Common Stock 08/19/2026 C(1) 2,504,097 A (1) 2,504,097 I By Francisco Partners IV-A, L.P.(2)
Class A Common Stock 08/19/2026 J(3) 3,596,648 D $ 0 1,399,255 I By Francisco Partners IV, L.P.(2)
Class A Common Stock 08/19/2026 J(4) 1,142,357 D $ 0 1,361,740 I By Francisco Partners IV-A, L.P.(2)
Class A Common Stock 08/19/2026 S 237,671 D $3.5299(5) 1,161,584 I By Francisco Partners IV, L.P.(2)
Class A Common Stock 08/19/2026 S 234,304 D $3.5299(5) 1,127,436 I By Francisco Partners IV-A, L.P.(2)
Class A Common Stock 08/20/2026 S 233,415 D $3.5205(6) 928,169 I By Francisco Partners IV, L.P.(2)
Class A Common Stock 08/20/2026 S 213,844 D $3.5205(6) 913,592 I By Francisco Partners IV-A, L.P.(2)
Class A Common Stock 08/21/2026 S 138,338 D $3.4968(7) 789,831 I By Francisco Partners IV, L.P.(2)
Class A Common Stock 08/21/2026 S 136,379 D $3.4968(7) 777,213 I By Francisco Partners IV-A, L.P.(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 08/19/2026 C 4,995,903 (1) (1) Class A Common Stock 4,995,903 (1) 35,023,391 I By Francisco Partners IV, L.P.(2)
Class B Common Stock (1) 08/19/2026 C 2,504,097 (1) (1) Class A Common Stock 2,504,097 (1) 17,554,793 I By Francisco Partners IV-A, L.P.(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRANCISCO PARTNERS IV, L.P.
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
SAN FRANCISCO, CA 94129
X
FRANCISCO PARTNERS IV-A, L.P.
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
SAN FRANCISCO, CA 94129
X
Francisco Partners GP IV, L.P.
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
SAN FRANCISCO, CA 94129
X
Francisco Partners GP IV Management Ltd
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
SAN FRANCISCO, CA 94129
X
Francisco Partners Management, LP
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
SAN FRANCISCO, CA 94129
X

Signatures

Francisco Partners IV, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel 08/21/2026
**Signature of Reporting Person Date
Francisco Partners IV-A, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel 08/21/2026
**Signature of Reporting Person Date
Francisco Partners GP IV, L.P., By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel 08/21/2026
**Signature of Reporting Person Date
Francisco Partners GP IV Management Limited, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel 08/21/2026
**Signature of Reporting Person Date
Francisco Partners Management, L.P., By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel 08/21/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the conversion of Class B Common Stock ("Class B Shares") into shares of Class A Common Stock (the "Class A Shares") on a one-for-one basis.
(2) Francisco Partners GP IV, L.P. is the general partner of each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV, L.P. Francisco Partners Management, L.P. serves as the investment manager for each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Voting and disposition decisions at Francisco Partners Management, L.P. with respect to the shares of Class B common stock held by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. are made by an investment committee. Each of Francisco Partners Management, L.P., Francisco Partners GP IV Management Limited, and Francisco Partners GP IV, L.P. may be deemed to share voting and dispositive power over the shares of Class B common stock held, but disclaims beneficial ownership.
(3) Francisco Partners IV, L.P. made a pro rata distribution of 3,596,648 shares of Class A Shares to its general partner and limited partners for no consideration on August 19, 2026.
(4) Francisco Partners IV-A, L.P. made a pro rata distribution of 1,142,357 shares of Class A Shares to its general partner and limited partners for no consideration on August 19, 2026.
(5) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/19/2026 at prices ranging from $3.465 to $3.59 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/20/2026 at prices ranging from $3.465 to $3.59 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(7) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/21/2026 at prices ranging from $3.445 to $3.565 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
GoodRx Holdings Inc. published this content on August 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 22, 2026 at 01:39 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]