Idea Men, LLC - Mar 21, 2025 Form 4 Insider Report for GoodRx Holdings, Inc. (GDRX)

Role: Director, 10%+ Owner
Signature: /s/ Gracye Cheng, Attorney-in-Fact for Idea Men, LLC
Stock symbol: GDRX
Transactions as of: Mar 21, 2025
Transactions value $: -$29,400,000
Form type: 4
Date filed: 3/21/2025, 04:23 PM
Previous filing: Jan 5, 2022
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	Conversion of derivative security		+7M			7M	Mar 21, 2025	Direct	F1, F2
transaction	GDRX	Class A Common Stock	Disposed to Issuer	-$29.4M	-7M	-100%	$4.20	0	Mar 21, 2025	Direct	F1

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	Class B Common Stock	Conversion of derivative security	$0	-7M	-13.95%	$0.00	43.2M	Mar 21, 2025	Class A Common Stock	7M		Direct	F2

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

Explanation of Responses:

Id	Content
F1	On March 21, 2025, the Issuer purchased 7,000,000 shares of Class A common stock from Idea Men, LLC (the "Selling Stockholder") for an aggregate price of $29,400,000 pursuant to the Stock Purchase Agreement dated March 16, 2025 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholder is converting 7,000,000 shares of Class B common stock into Class A common stock on a one-for-one basis.
F2	Each share of Class B common stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock or upon the earliest to occur of (1) the first date on which the aggregate number of outstanding shares of Class B common stock ceases to represent at least 10% of the then-outstanding shares of common stock, (2) the transfer of such share of Class B common stock, other than certain permitted transfers, or (3) September 25, 2027.

Content

On March 21, 2025, the Issuer purchased 7,000,000 shares of Class A common stock from Idea Men, LLC (the "Selling Stockholder") for an aggregate price of $29,400,000 pursuant to the Stock Purchase Agreement dated March 16, 2025 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholder is converting 7,000,000 shares of Class B common stock into Class A common stock on a one-for-one basis.

Each share of Class B common stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock or upon the earliest to occur of (1) the first date on which the aggregate number of outstanding shares of Class B common stock ceases to represent at least 10% of the then-outstanding shares of common stock, (2) the transfer of such share of Class B common stock, other than certain permitted transfers, or (3) September 25, 2027.