Scott Wagner - Jan 21, 2025 Form 4 Insider Report for GoodRx Holdings, Inc. (GDRX)

Role: Director
Signature: /s/ Gracye Cheng, Attorney-in-Fact for Scott Wagner
Stock symbol: GDRX
Transactions as of: Jan 21, 2025
Transactions value $: $0
Form type: 4
Date filed: 1/23/2025, 05:15 PM
Previous filing: Dec 9, 2024
Next filing: Mar 14, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GDRX	Class A Common Stock	Award	$0	+9.52K	+3.29%	$0.00	299K	Jan 21, 2025	Direct	F1
transaction	GDRX	Class A Common Stock	Award	$0	+19.2K	+6.43%	$0.00	318K	Jan 21, 2025	Direct	F2
holding	GDRX	Class A Common Stock						183K	Jan 21, 2025	By Wagner Family Trust	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GDRX	Deferred Stock Unit	Award	$0	+94.2K		$0.00	94.2K	Jan 21, 2025	Class A Common Stock	94.2K		Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects deferred stock units. Each deferred stock unit represents a contingent right to receive one share of Class A common stock. The deferred stock units will vest in substantially equal monthly installments beginning on January 31, 2025 and ending on December 31, 2025, subject to continued service through the applicable vesting date. The deferred stock units will settle on the earliest to occur of the following events (i) December 31, 2030; (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the GoodRx Holdings, Inc. Deferred Compensation Plan for Directors).
F2	Reflects deferred stock units. Each deferred stock unit represents a contingent right to receive one share of Class A common stock. The deferred stock units vest in full on the earlier of (i) June 6, 2025 and (ii) the date of the 2025 Annual Meeting of Stockholders, subject to continued service through the applicable vesting date. The deferred stock units will settle on the earliest to occur of the following events (i) December 31, 2030; (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the GoodRx Holdings, Inc. Deferred Compensation Plan for Directors).
F3	Shares held directly by the Wagner Family Trust (the "Trust"). The Reporting Person and his spouse serve as trustees of the Trust, and the Reporting Person, his spouse and other members of his immediate family are the sole beneficiaries of the Trust.
F4	Each deferred stock unit represents a contingent right to receive one share of Class A common stock.
F5	The deferred stock unit award vests as to one-third of the shares underlying the award on each of the first three anniversaries of the grant date, beginning on January 21, 2026, subject to continued service through the applicable vesting date. The deferred stock units will settle on the earliest to occur of the following events (i) December 31, 2030; (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the GoodRx Holdings, Inc. Deferred Compensation Plan for Directors).