GoodRx (GDRX) 10-Q7 Nov 242024 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Oct. 29, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-39549
Entity Registrant Name	GoodRx Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-5104396
Entity Address, Address Line One	2701 Olympic Boulevard
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90404
City Area Code	855
Local Phone Number	268-2822
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	GDRX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001809519
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		104,272,876
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		276,869,320

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 423,777	$ 672,296
Accounts receivable, net	130,803	143,608
Prepaid expenses and other current assets	72,220	56,886
Total current assets	626,800	872,790
Property and equipment, net	13,625	15,932
Goodwill	410,769	410,769
Intangible assets, net	54,061	60,898
Capitalized software, net	119,898	95,439
Operating lease right-of-use assets, net	28,842	29,929
Deferred tax assets, net	65,910	65,268
Other assets	34,941	37,775
Total assets	1,354,846	1,588,800
Current liabilities
Accounts payable	12,391	36,266
Accrued expenses and other current liabilities	92,677	71,329
Current portion of debt	3,750	8,787
Operating lease liabilities, current	5,543	6,177
Total current liabilities	114,361	122,559
Debt, net	487,593	647,703
Operating lease liabilities, net of current portion	47,681	48,403
Other liabilities	8,777	8,177
Total liabilities	658,412	826,842
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value; 50,000 shares authorized and zero shares issued and outstanding at September 30, 2024 and December 31, 2023	0	0
Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized, 103,927 and 92,355 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively; and Class B: 1,000,000 shares authorized, 276,869 and 301,732 shares issued and outstanding at September 30, 2024 and December 31, 2023	38	40
Additional paid-in capital	2,144,149	2,219,321
Accumulated deficit	(1,447,753)	(1,457,403)
Total stockholders' equity	696,434	761,958
Total liabilities and stockholders' equity	$ 1,354,846	$ 1,588,800

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common Class A
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, shares issued (in shares)	103,927,000	92,355,000
Common stock, shares outstanding (in shares)	103,927,000	92,355,000
Common Class B
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	276,869,000	301,732,000
Common stock, shares outstanding (in shares)	276,869,000	301,732,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue	$ 195,251	$ 179,958	$ 593,741	$ 553,621
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below	11,684	18,721	36,022	51,755
Product development and technology	30,139	39,611	92,010	103,804
Sales and marketing	89,867	91,615	273,285	247,577
General and administrative	25,619	35,317	94,316	95,144
Depreciation and amortization	17,535	33,024	50,442	64,060
Total costs and operating expenses	174,844	218,288	546,075	562,340
Operating income (loss)	20,407	(38,330)	47,666	(8,719)
Other expense, net:
Other expense	(2,660)	(2,200)	(2,660)	(4,008)
Loss on extinguishment of debt	(2,077)	0	(2,077)	0
Interest income	4,797	8,649	18,686	23,697
Interest expense	(12,355)	(14,720)	(41,564)	(41,907)
Total other expense, net	(12,295)	(8,271)	(27,615)	(22,218)
Income (loss) before income taxes	8,112	(46,601)	20,051	(30,937)
Income tax (expense) benefit	(4,147)	8,106	(10,401)	47,938
Net income (loss)	$ 3,965	$ (38,495)	$ 9,650	$ 17,001
Earnings (loss) per share:
Basic (in usd per share)	$ 0.01	$ (0.09)	$ 0.03	$ 0.04
Diluted (in usd per share)	$ 0.01	$ (0.09)	$ 0.02	$ 0.04
Weighted average shares used in computing earnings (loss) per share:
Basic (in shares)	379,667	413,437	385,553	412,698
Diluted (in shares)	388,504	413,437	393,477	416,450
Cost of revenue
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	$ 86	$ 146	$ 226	$ 487
Product development and technology
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	6,384	6,829	18,491	22,952
Sales and marketing
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	9,725	10,273	27,248	11,665
General and administrative
Stock-based compensation included in costs and operating expenses:
Total stock-based compensation	$ 10,186	$ 15,398	$ 32,102	$ 40,938

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands		Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		397,025
Beginning balance at Dec. 31, 2022		$ 814,827	$ 40	$ 2,263,322	$ (1,448,535)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)		192
Stock options exercised		$ 895		895
Stock-based compensation		$ 28,263		28,263
Vesting and settlement of restricted stock units (in shares)		1,668
Common stock withheld for tax obligations and net settlement (in shares)		(666)
Common stock withheld related to net share settlement		$ (3,710)		(3,710)
Repurchases of Class A common stock (in shares)		(1,570)
Repurchases of Class A common stock		$ (9,517)		(9,517)
Net income (loss)		$ (3,290)			(3,290)
Ending balance (in shares) at Mar. 31, 2023		396,649
Ending balance at Mar. 31, 2023		$ 827,468	40	2,279,253	(1,451,825)
Beginning balance (in shares) at Dec. 31, 2022		397,025
Beginning balance at Dec. 31, 2022		$ 814,827	40	2,263,322	(1,448,535)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		$ 17,001
Ending balance (in shares) at Sep. 30, 2023		398,362
Ending balance at Sep. 30, 2023		$ 881,273	40	2,312,767	(1,431,534)
Beginning balance (in shares) at Mar. 31, 2023		396,649
Beginning balance at Mar. 31, 2023		$ 827,468	40	2,279,253	(1,451,825)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)		204
Stock options exercised		$ 560		560
Stock-based compensation		$ 21,354		21,354
Vesting and settlement of restricted stock units (in shares)		2,148
Common stock withheld for tax obligations and net settlement (in shares)		(827)
Common stock withheld related to net share settlement		$ (4,526)		(4,526)
Repurchases of Class A common stock (in shares)		(1,663)
Repurchases of Class A common stock		$ (8,920)		(8,920)
Issuance of common stock through employee stock purchase plan (in shares)		161
Issuance of common stock through employee stock purchase plan		$ 649		649
Net income (loss)		$ 58,786			58,786
Ending balance (in shares) at Jun. 30, 2023		396,672
Ending balance at Jun. 30, 2023		$ 895,371	40	2,288,370	(1,393,039)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)		1,138
Stock options exercised		$ 3,118		3,118
Stock-based compensation		$ 36,346		36,346
Vesting and settlement of restricted stock units (in shares)		2,749
Common stock withheld for tax obligations and net settlement (in shares)		(1,059)
Common stock withheld related to net share settlement		$ (7,355)		(7,355)
Repurchases of Class A common stock (in shares)		(1,138)
Repurchases of Class A common stock		$ (7,712)		(7,712)
Net income (loss)		$ (38,495)			(38,495)
Ending balance (in shares) at Sep. 30, 2023		398,362
Ending balance at Sep. 30, 2023		$ 881,273	40	2,312,767	(1,431,534)
Beginning balance (in shares) at Dec. 31, 2023		394,087
Beginning balance at Dec. 31, 2023		$ 761,958	40	2,219,321	(1,457,403)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)		604
Stock options exercised		$ 2,666		2,666
Stock-based compensation		$ 28,891		28,891
Vesting and settlement of restricted stock units (in shares)		2,535
Common stock withheld for tax obligations and net settlement (in shares)		(954)
Common stock withheld related to net share settlement		$ (6,623)		(6,623)
Repurchases of Class A common stock (in shares)	[1]	(21,329)
Repurchases of Class A common stock	[1]	$ (154,814)	(2)	(154,812)
Net income (loss)		$ (1,009)			(1,009)
Ending balance (in shares) at Mar. 31, 2024		374,943
Ending balance at Mar. 31, 2024		$ 631,069	38	2,089,443	(1,458,412)
Beginning balance (in shares) at Dec. 31, 2023		394,087
Beginning balance at Dec. 31, 2023		$ 761,958	40	2,219,321	(1,457,403)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		$ 9,650
Ending balance (in shares) at Sep. 30, 2024		380,796
Ending balance at Sep. 30, 2024		$ 696,434	38	2,144,149	(1,447,753)
Beginning balance (in shares) at Mar. 31, 2024		374,943
Beginning balance at Mar. 31, 2024		$ 631,069	38	2,089,443	(1,458,412)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)		1,454
Stock options exercised		$ 8,947		8,947
Stock-based compensation		$ 30,885		30,885
Vesting and settlement of restricted stock units (in shares)		3,262
Common stock withheld for tax obligations and net settlement (in shares)		(1,231)
Common stock withheld related to net share settlement		$ (9,343)		(9,343)
Repurchases of Class A common stock	[1]	$ 290		290
Issuance of common stock through employee stock purchase plan (in shares)		179
Issuance of common stock through employee stock purchase plan		$ 857
Net income (loss)		$ 6,694			6,694
Ending balance (in shares) at Jun. 30, 2024		378,607
Ending balance at Jun. 30, 2024		$ 669,399	38	2,121,079	(1,451,718)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)		1,106
Stock options exercised		$ 6,679		6,679
Stock-based compensation		$ 30,604		30,604
Vesting and settlement of restricted stock units (in shares)		3,026
Common stock withheld for tax obligations and net settlement (in shares)		(1,187)
Common stock withheld related to net share settlement		$ (8,959)		(8,959)
Repurchases of Class A common stock	[1]	(5,254)		(5,254)
Net income (loss)		$ 3,965
Ending balance (in shares) at Sep. 30, 2024		380,796
Ending balance at Sep. 30, 2024		$ 696,434	$ 38	$ 2,144,149	$ (1,447,753)

[1] Repurchases of Class A common stock for the three months ended March 31, 2024 include 20.9 million shares repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class A common stock upon such repurchase) for an aggregate consideration of $151.4 million . See "Note 9 . Stockholders' Equity" for additional information.

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net income		$ 9,650	$ 17,001
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		50,442	64,060
Loss on extinguishment of debt		2,077	0
Amortization of debt issuance costs		2,076	2,539
Non-cash operating lease expense		2,981	3,022
Stock-based compensation expense		78,067	76,042
Deferred income taxes		(642)	(57,989)
Loss on operating lease assets		0	374
Loss on disposal of capitalized software		0	7,615
Loss on minority equity interest investment		0	4,008
Changes in operating assets and liabilities
Accounts receivable		12,805	(4,005)
Prepaid expenses and other assets		(12,268)	(29,867)
Accounts payable		(23,167)	14,515
Accrued expenses and other current liabilities		19,778	26,071
Operating lease liabilities		(3,250)	(1,460)
Other liabilities		600	498
Net cash provided by operating activities		139,149	122,424
Cash flows from investing activities
Purchase of property and equipment		(1,078)	(634)
Capitalized software		(52,625)	(42,260)
Net cash used in investing activities		(53,703)	(42,894)
Cash flows from financing activities
Proceeds from long-term debt		472,033	0
Payments on long-term debt		(639,038)	(5,272)
Payments of debt issuance costs		(2,673)	0
Repurchase of class a common stock	[1]	(158,657)	(26,149)
Proceeds from exercise of stock options		18,435	4,385
Employee taxes paid related to net share settlement of equity awards		(24,922)	(15,403)
Proceeds from employee stock purchase plan		857	649
Net cash used in financing activities		(333,965)	(41,790)
Net change in cash and cash equivalents		(248,519)	37,740
Cash and cash equivalents
Beginning of period		672,296	757,165
End of period		423,777	794,905
Non cash investing and financing activities:
Stock-based compensation included in capitalized software		12,313	9,921
Capitalized software included in accounts payable and accrued expenses and other current liabilities		7,515	5,789
Capitalized software transferred from prepaid assets		$ 0	$ 5,751

[1] Repurchases of Class A common stock for the nine months ended September 30, 2024 inclu de 20.9 million shar es repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class A common stock upon such repurchase) for an aggregate consideration of $151.4 million . See "Note 9 . Stockholders' Equity" for additional information.

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - Related Party - USD ($) shares in Millions, $ in Millions	3 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024
Number of shares repurchased	20.9	20.9
Shares repurchased	$ 151.4

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - Related Party - USD ($) shares in Millions, $ in Millions	3 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024
Number of shares repurchased	20.9	20.9
Shares repurchased	$ 151.4

Description of Business

Description of Business	9 Months Ended
Description of Business	Sep. 30, 2024
Description Of Business [Abstract]
Description of Business	Description of Business GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. GoodRx, Inc. (“GoodRx”), a Delaware corporation initially formed in September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc. GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices through our codes that can be used to save money on prescriptions across the United States. These services are free to consumers and we primarily earn revenue from our core business from pharmacy benefit managers ("PBMs") that manage formularies and prescription transactions including establishing pricing between consumers and pharmacies. We also offer other healthcare products and services, including pharmaceutical ("pharma") manufacturer solutions, subscriptions and telehealth services.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2023 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024 (" 2023 10-K"). The December 31, 2023 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results expected for the full year ending December 31, 2024 . There have been no material changes in significant accounting policies during the three and nine months ended September 30, 2024 from those disclosed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in our 2023 10-K. Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. We base our estimates on historical factors; current circumstances; macroeconomic events and conditions; and the experience and judgment of our management. We evaluate our estimates and assumptions on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of operations reported in future periods. Certain Risks and Concentrations Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. However, market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. We have not experienced any losses in such accounts. We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of $325.5 million and $605.5 million at September 30, 2024 and December 31, 2023 , respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For the three months ended September 30, 2024 , no customer accounted for more than 10% of our revenue. For the three months ended September 30, 2023 , two customers accounted for 13% and 12% of our revenue. For the nine months ended September 30, 2024 , two customers accounted for 10% of our revenue . For the nine months ended September 30, 2023 , two customers accounted for 14% and 11% of our revenue. At September 30, 2024 and December 31, 2023 , no customer accounted fo r more than 10% of our accounts receivable balance. Equity Investments We retain min ority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant influence over the operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with Accounting Standards Codification ("ASC") 321, Investments – Equity Securities , which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Due to indicators of a decline in the financial condition of one of our investees, we recognized impairment losses of $2.2 million and $4.0 million on one of our minority equity interest investments during the three and nine months ended September 30, 2023 , respectively, and presented as other expense in our condensed consolidated statements of operations for the periods then ended. We otherwise have not recognized any changes resulting from observable price changes or impairment losses on our minority equity interest investments during the three and nine months ended September 30, 2024 and 2023 . Equity investments included in other assets on our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 were $15.0 million . Recent Accounting Pronouncements In November 2024 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. This ASU requires entities to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption; as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. This ASU applies to all public entities and will be effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption of this ASU is permitted. This ASU should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. This ASU applies to all public entities and will be effective for fiscal years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025. Early adoption of this ASU is permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The ASU expands public entities’ segment disclosures by updating qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and increased interim disclosure requirements, among others . This ASU applies to all public entities that are required to report segment information in accordance with ASC 280, and is effective for fiscal years beginning after December 15, 2023 and is effective for interim periods within fiscal years beginning after December 15, 2024. Early adoption of this ASU is permitted. W e are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures and based on our analysis to date, the adoption is expected to result in enhanced qualitative disclosures .

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
Prepaid Expenses and Other Current Assets	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (in thousands) September 30, 2024 December 31, 2023 Insurance recovery receivable (1) $ 14,900 $ 12,900 Income taxes receivable 13,912 3,537 Reimbursable third-party payments (2) 20,779 15,481 Other prepaid expenses and other current assets (3) 22,629 24,968 Total prepaid expenses and other current assets $ 72,220 $ 56,886 _____________________________________________________ (1) Represents a receivable for the probable recovery related to an incurred loss in connection with certain contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and ongoing review of the solvency of insurers, among other factors. (2) Represents payments we make to third parties on behalf of, and reimbursable from, certain customers. (3) Other current assets were not material as of September 30, 2024 and December 31, 2023 .

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
Accrued Expenses and Other Current Liabilities	Sep. 30, 2024
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following : (in thousands) September 30, 2024 December 31, 2023 Accrued bonus and other payroll related $ 23,856 $ 30,401 Accrued legal settlement 27,500 12,500 Accrued marketing 15,102 10,650 Reimbursable liabilities (1) 10,371 — Deferred revenue 6,328 7,105 Other accrued expenses 9,520 10,673 Total accrued expenses and other current liabilities $ 92,677 $ 71,329 _____________________________________________________ (1) Represents amounts owed to third parties on behalf of certain customers . Deferred revenue represents payments received in advance of providing services for certain advertising contracts with customers and subscriptions. We expect substantially all of the deferred revenue at September 30, 2024 will be recognized as revenue within the subsequent twelve months. Of the $7.1 million of deferred revenue at December 31, 2023 , $0.5 million and $6.9 million was recognized as revenue during the three and nine months ended September 30, 2024 , respectively. Revenue recognized during the three and nine months ended September 30, 2023 of $0.8 million and $7.8 million , respectively, was included as deferred revenue at December 31, 2022 .

Income Taxes

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and permanent differences. The effective income tax rate for the three months ended September 30, 2024 and 2023 was 51.1% and 17.4% , respectively. The effective income tax rate for the nine months ended September 30, 2024 and 2023 was 51.9% and 155.0% , respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three and nine months ended September 30, 2024 and 2023 were due to the effects of non-deductible officers’ stock- based compensation expense, state income taxes, benefits from research and development tax credits, and tax effects from our equity awards. The effective income tax rate for the nine months ended September 30, 2023 was further impacted by the release of our valuation allowance against the majority of our net deferred tax assets recorded as a discrete tax benefit during the three months ended June 30, 2023 .

Debt

Debt	9 Months Ended
Debt	Sep. 30, 2024
Debt Disclosure [Abstract]
Debt	Debt Prior to the July 10, 2024 amendment described below, our First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provided for (i) a $700.0 million term loan maturing on October 10, 2025 (“First Lien Term Loan Facility”); and (ii) a revolving credit facility for up to $100.0 million (the “Revolving Credit Facility”) maturing on July 11, 2025. For further details of the material terms of our First Lien Term Loan Facility and Revolving Credit Facility prior to the July 10, 2024 amendment, refer to Note 12 in the consolidated financial statements included in our 2023 10-K. On July 10, 2024, we entered into the Sixth Amendment to First Lien Credit Agreement (the "Sixth Amendment") to, among other things, (i) establish a $500.0 million term loan (the “ 2024 Term Loan Facility ”) that matures on July 10, 2029 (ii) extend the maturity on $88.0 million of the Revolving Credit Facility to April 10, 2029 and (iii) immaterially modify certain covenants. The remaining $12.0 million of the Revolving Credit Facility not subject to the maturity extension will terminate on July 11, 2025 . Concurrent with the closing of the Sixth Amendment, we repaid the First Lien Term Loan Facility in full using all of the proceeds from the 2024 Term Loan Facility (after giving effect to a $22.8 million cashless roll by continuing lende rs ) and cash on hand. The 2024 Term Loan Facility and the Revolving Credit Facility are collateralized by substantially all of our assets and 100% of the equity interest of GoodRx. The 2024 Term Loan Facility bears interest, at our option, at either (i) a term rate based on the Secured Overnight Financing Rate, subject to a “floor” of 0.00% , plus a margin of 3.75% ; or (ii) an alternate base rate plus a margin of 2.75% . Interest is paid monthly. The 2024 Term Loan Facility requires quarterly principal payments of $1.3 million beginning with the quarter ending March 31, 2025 , with any remaining unpaid principal and any accrued interest due upon maturity. We may make voluntary prepayments of the 2024 Term Loan Facility from time to time, and we are required in certain instances related to asset dispositions, casualty events, non-permitted debt issuances and annual excess cash flow, to make mandatory prepayments of the 2024 Term Loan Facility. In connection with the Sixth Amendment, we recognized a $2.1 million loss on the extinguishment of debt related to the write-off of a portion of existing unamortized debt issuance costs and discounts. Third-party transaction costs incurred related to the 2024 Term Loan Facility was $4.7 million , of which $2.7 million were expensed as incurred as other expense in our condensed consolidated statements of operations for the three and nine months ended September 30, 2024 . T he remaining third-party transaction costs along with a $5.0 million original issue discount were presented as a reduction of debt, ne t on our condensed consolidated balance sheet as of September 30, 2024 . The effective interest rate on our term loans for the three months ended September 30, 2024 and 2023 was 9.60% and 8.80% , respectively. The effective interest rate on our term loans for the nine months ended September 30, 2024 and 2023 was 9.04% and 8.33% , respectively. We had no borrowings against the Revolving Credit Facility as of September 30, 2024 and December 31, 2023 . We had outstanding letters of credit issued against the Revolving Credit Facility for $8.3 million and $9.2 million as of September 30, 2024 and December 31, 2023 , respectively, which reduces our available borrowings under the Revolving Credit Facility. Our debt balance is as follows: (in thousands) September 30, 2024 December 31, 2023 Principal balance under 2024 Term Loan Facility $ 500,000 $ — Principal balance under First Lien Term Loan Facility — 661,797 Less: Unamortized debt issuance costs and discounts (8,657) (5,307) $ 491,343 $ 656,490 The estimated fair value of our debt approximated its carrying value as of September 30, 2024 and December 31, 2023 , based on inputs categorized as Level 2 in the fair value hierarchy. Under the Credit Agreement, we are subject to a financial covenant requiring maintenance of a First Lien Net Leverage Ratio (as defined in the Credit Agreement) not to exceed 8.2 to 1.0 only in the event that the amounts outstanding under the Revolving Credit Facility exceed a specified percentage of commitments under the Revolving Credit Facility, and other nonfinancial covenants under the Credit Agreement. At September 30, 2024 , we were in compliance with our covenants.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Aside from the below, as of September 30, 2024 , there were no material changes to our commitments and contingencies as disclosed in the notes to our consolidated financial statements included in our 2023 10-K. Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five separate putative class actions lawsuits against Google, Meta, Criteo and us, alleging generally that we have not adequately protected consumer privacy and that we communicated consumer information to third parties, including the three co-defendants. Four of the plaintiffs allege common law intrusion upon seclusion and unjust enrichment claims, as well as claims under California’s Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act, and Unfair Competition Law. One of these four plaintiffs additionally brings a claim under the Electronic Communications Privacy Act. The fifth plaintiff brings claims for common-law unjust enrichment and violations of New York’s General Business Law. Four of these cases were originally filed in the United States District Court for the Northern District of California ("NDCA) (Cases No. 3:23- cv-00501; 3:23-cv-00744; 3:23-cv-00940; and 4:23-cv-01293). One case was originally filed in the United States District Court for the Southern District of New York (Case No. 1:23-cv-00943); however, that case was voluntarily dismissed and re- filed in the NDCA (Case No. 3:23-cv-01508). These five matters have been consolidated and assigned to U.S. District Judge Araceli Martínez-Olguín in the NDCA. The court also set a briefing schedule for filing a single consolidated complaint, which the plaintiffs filed on May 21, 2023 (Case No. 3:23-cv-00501-AMO; the "NDCA Class Action Matter"), as well as motions to dismiss and motions to compel arbitration. In addition to the aforementioned claims, the plaintiffs in the now consolidated matter bring claims under the Illinois Consumer Fraud and Deceptive Business Practices Act, common law negligence and negligence per se, in each case, pleaded in the alternative. The plaintiffs are seeking various forms of monetary damages (such as statutory damages, compensatory damages, attorneys’ fees and disgorgement of profits) as well as injunctive relief. Briefing on the motions to dismiss and motions to compel arbitration was completed on August 24, 2023. On October 27, 2023, six plaintiffs filed a class action complaint (Case No. 1:23-cv-24127-BB; the “SDFL Class Action Matter”) against us in the United States District Court for the Southern District of Florida ("SDFL"). The plaintiffs alleged, on behalf of the same nationwide class as the NDCA Class Action Matter, substantially the same statutory and common law violation claims as alleged in that matter as well as claims based on the federal Electronic Communications Privacy Act, invasion of privacy under California common law and the California constitution, invasion of privacy under New Jersey's Constitution, and violations of Pennsylvania’s Wiretapping and Electronic Surveillance Control Act, Florida’s Security of Communications Act, New York’s Civil Rights Law and Stop Hack and Improve Electronic Data Security Act. The plaintiffs in the SDFL Class Action Matter seek various forms of monetary damages as well as injunctive and other unspecified equitable relief. On October 27, 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action Matter, on behalf of a nationwide settlement class that includes the NDCA Class Action Matter, which provides for a payment of $13.0 million by us. On October 30, 2023, the plaintiffs in the SDFL Class Action Matter filed a motion and memorandum in support of preliminary approval of the proposed class action settlement and, on October 31, 2023, the SDFL granted preliminary approval of the proposed settlement. The proposed settlement is subject to final approval of the court. Members of the class have the opportunity to opt-out of the class and commence their own actions. In response to the proposed settlement in the SDFL Class Action Matter, plaintiffs in the NDCA Class Action Matter filed (i) on November 1, 2023, a motion in the NDCA for an order to require us to cease litigation of, or alternatively file a motion to stay in, the SDFL Class Action Matter and enjoin us from seeking settlement with counsel other than plaintiffs’ counsel in the NDCA Class Action Matter; and (ii) on November 2, 2023, a motion in the SDFL for that court to allow them to intervene and appear in the SDFL action, transfer the SDFL Class Action Matter to the NDCA and reconsider and deny its preliminary approval of the proposed settlement. The SDFL has issued an order requiring the SDFL plaintiffs to, among other things, file a response to the NDCA plaintiffs' motion to intervene. Additionally, U.S. District Judge Araceli Martínez-Olguín in the NDCA issued an order for us to show cause as to why we should not be sanctioned for an alleged failure to provide notification to the NDCA of the pendency of the SDFL Class Action Matter. We filed our written response to this order on November 8, 2023. The NDCA held a hearing on November 14, 2023, and ordered parties to the litigation to participate in mediation. The parties participated in mediation on January 10, 2024, a nd have agreed to participate in an additional day of mediation, which occurred on March 7, 2024 . Negotiations between the parties remain ongoing. Based on the proposed settlement agreement, we determined that an estimated $13.0 million loss was probable and accrued $12.5 million as of December 31, 2023, net of an initial $0.5 million payment to a third-party qualified settlement fund that we do not own that will be disbursed to the plaintiffs if required conditions are satisfied. Based on ongoing negotiations and mediation between the parties, we determined the estimated probable loss to be $28.0 million and recognized the incremental loss during the three months ended March 31, 2024. The $27.5 million estimated net liability remains accrued within accrued expenses and other current liabilities on our condensed consolidated balance sheet as of September 30, 2024. While this amount represents our best judgment of the probable loss based on the information currently available to us, it is subject to significant judgments and estimates and numerous factors beyond our control, including, without limitation, final approval of the court or the results of mediation. In addition, while it is reasonably possible an incremental loss may have been incurred for the indemnification of certain parties named in the class action lawsuits, a loss, or a range of loss, is not reasonably estimable. The results of legal proceedings are inherently uncertain, and upon final resolution of these matters, it is reasonably possible that the actual loss may differ from our estimate. On April 22, 2024, Lisa Marie Barsuli, individually and on behalf of all others similarly situated, filed a class action lawsuit against us and certain of our executive officers in the United States District Court for the Central District of California (Case No. 2:24-cv-3282). The plaintiffs seek compensatory damages and equitable relief as well as interest, fees and costs. The complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, and asserts that we and certain of our executive officers failed to disclose to investors the risk relating to a grocery chain taking actions that impacted acceptance of our discounted pricing for a subset of prescription drugs from PBMs, whose pricing we promote on our platform (the “grocer issue”), which occurred late in the first quarter of 2022. As alleged in the complaint, when we disclosed the occurrence of the grocer issue, our stock price fell, causing investor losses. On July 25, 2024, U.S. District Judge André Birotte Jr. appointed The Kalmanson Family as the lead plaintiff and approved selection of lead plaintiff's counsel. We intend to file a motion to dismiss the lawsuit. Additionally, on various dates between May 23, 2024 and November 6, 2024 , alleged stockholders Benjamin Solomon (Case No. 2:24-cv-04301), Joseph Caetano (Case No. 2:24-cv-06993), Colby Mayes (Case No. 2:24-cv-07264), Sharon Burgs (Case No. 2:24-cv-07281), and Stephen Bushansky (Case No. 2:24-cv-09611) each filed separate derivative lawsuits in the United States District Court for the Central District of California, in each case, purportedly on behalf of us against certain of our current and former executive officers and directors. The derivative complaints assert various claims, including for violations of, and contribution under, the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, corporate waste and violations of insider trading laws. The claims in each of these derivative lawsuits are based on allegations substantially similar to those in the class action lawsuit described above and also allege that we failed to maintain adequate internal controls. The plaintiffs in these derivative lawsuits are seeking declaratory relief, monetary damages, restitution, disgorgement of alleged illegal profits and/or certain governance reforms. We intend to vigorously defend against the claims asserted in the securities class action and derivative lawsuits. We believe we have meritorious defenses to such claims and based upon information presently known to management, we have not accrued a loss for these lawsuits as a loss is not probable nor reasonably estimable. While it is reasonably possible a loss may have been incurred, we are unable to estimate a loss or range of loss in these matters. These pending proceedings involve complex questions of fact and law and may require the expenditure of significant funds and the diversion of other resources to defend. In addition, during the normal course of business, we may become subject to, and are presently involved in, legal proceedings, claims and litigation. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. We have not accrued for a loss for any other matters as a loss is not probable and a loss, or a range of loss, is not reasonably estimable. Accruals for loss contingencies are recognized when a loss is probable, and the amount of such loss can be reasonably estimated. See "Note 4 . Accrued Expenses and Other Current Liabilities ." Loss recoveries are recognized when a loss has been incurred and the recovery is probable. See "Note 3 . Prepaid Expenses and Other Current Assets ." In February 2023, we initiated arbitration against Famulus Health, LLC (“Famulus”) before the American Arbitration Association in relation to Famulus’ breach of an agreement entered into by Famulus and us in June 2020, as amended (the “Agreement”). GoodRx asserted claims for Famulus' breach of the confidentiality and exclusivity provisions in the Agreement, seeking to recover damages and injunctive relief. On February 15, 2024, an arbitration award was rendered, which included a damages award and a permanent injunction (the "Arbitration Award"). Famulus filed a petition to vacate the Arbitration Award on February 21, 2024 in the United States District Court for the District of South Carolina ("DSC"). GoodRx filed a petition to confirm the Arbitration Award on February 22, 2024 in the DSC. In April 2024, several motions and oppositions were filed, which were consolidated by the DSC on April 12, 2024. On September 11, 2024, the DSC entered an opinion and order denying Famulus’s motion to vacate the Arbitration Award and granting GoodRx’s motion to confirm the Arbitration Award as modified by the DSC. On October 11, 2024, GoodRx filed an application for writ of execution in the DSC. The writ, once issued, will direct a U.S. Marshal of the District of South Carolina to levy Famulus’s property in execution of GoodRx’s judgment. We can not make any assurance as to the outcome of the Arbitration Award and when the Arbitration Award will be collected. Any gain on this matter is considered a gain contingency and will be recognized in the period in which the Arbitration Award is realized or realizable, pursuant to ASC 450, Contingencies .

Revenue

Revenue	9 Months Ended
Revenue	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue	Revenue For the three and nine months ended September 30, 2024 and 2023 , revenue comprised the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Prescription transactions revenue $ 140,419 $ 135,427 $ 432,562 $ 406,874 Subscription revenue 21,306 23,240 65,860 71,261 Pharma manufacturer solutions revenue 28,136 15,897 79,149 60,662 Other revenue 5,390 5,394 16,170 14,824 Total revenue $ 195,251 $ 179,958 $ 593,741 $ 553,621

Stockholders' Equity

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2024
Equity [Abstract]
Stockholders Equity	Stockholders' Equity On February 23, 2022, our board of directors ("Board") authorized the repurchase of up to an aggregate of $250.0 million of our Class A common stock through February 23, 2024. On February 27, 2024, our Board approved a new stock repurchase program which authorized the repurchase of up to an aggregate of $ 450.0 million of our Class A common stock with no expiration date. Repurchases under these repurchase programs may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs, or under a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act. These repurchase programs do not obligate us to acquire any particular amount of Class A common stock and may be modified, suspended or terminated at any time at the discretion of our Board. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. As of September 30, 2024 , we had $290.2 million available for future repurchases of our Class A common stock under the new stock repurchase program. On March 6, 2024, we entered into two Stock Purchase Agreements with related parties, one with Spectrum Equity VII, L.P., Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund, L.P. (collectively, "Spectrum"), and one with Francisco Partners IV, L.P. and Francisco Partners IV-A (collectively, "Francisco Partners"), pursuant to which we agreed to repurchase 6.2 million and 14.6 million shares of our Class A common stock (after giving effect to the automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from Spectrum and Francisco Partners, respectively, for an aggregate repurchase of 20.9 million shares of our Class A common stock at a price of $7.19 per share, in each case representing a discount from our closing share price of $7.57 on the date of the execution of the Stock Purchase Agreements (the "Spectrum and Francisco Partners Repurchase"). The repurchase was approved by our Board and its Audit and Risk Committee (formerly Audit Committee ) as part of the $ 450.0 million repurchase program approved in February 2024. The Spectrum and Francisco Partners Repurchase closed on March 11, 2024 for an aggregate consideration of $151.4 million , inclusive of direct costs and estimated excise taxes associated with the repurchases. The following table presents information about our repurchases of our Class A common stock: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Number of shares repurchased 756 1,138 22,085 4,371 Cost of shares repurchased $ 5,254 $ 7,712 $ 159,778 $ 26,149

Basic and Diluted Earnings (Los

Basic and Diluted Earnings (Loss) Per Share	9 Months Ended
Basic and Diluted Earnings (Loss) Per Share	Sep. 30, 2024
Earnings Per Share [Abstract]
Basic and Diluted Earnings (Loss) Per Share	Basic and Diluted Earnings (Loss) Per Share The computation of earnings (loss) per share for the three and nine months ended September 30, 2024 and 2023 is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2024 2023 2024 2023 Numerator: Net income (loss) $ 3,965 $ (38,495) $ 9,650 $ 17,001 Denominator: Weighted average shares - basic 379,667 413,437 385,553 412,698 Dilutive impact of stock options, restricted stock awards and restricted stock units 8,837 — 7,924 3,752 Weighted average shares - diluted 388,504 413,437 393,477 416,450 Earnings (loss) per share: Basic $ 0.01 $ (0.09) $ 0.03 $ 0.04 Diluted $ 0.01 $ (0.09) $ 0.02 $ 0.04 The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings (loss) per share for the periods presented because including them would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Stock options and restricted stock units 12,767 52,965 16,905 27,808

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income (loss)	$ 3,965	$ 6,694	$ (1,009)	$ (38,495)	$ 58,786	$ (3,290)	$ 9,650	$ 17,001

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2023 and the related notes, which are included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024 (" 2023 10-K"). The December 31, 2023 condensed consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results expected for the full year ending December 31, 2024 . There have been no material changes in significant accounting policies during the three and nine months ended September 30, 2024 from those disclosed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in our 2023 10-K.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements, including the accompanying notes. We base our estimates on historical factors; current circumstances; macroeconomic events and conditions; and the experience and judgment of our management. We evaluate our estimates and assumptions on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of operations reported in future periods.
Certain Risks and Concentrations	Certain Risks and Concentrations Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. However, market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. We have not experienced any losses in such accounts. We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of $325.5 million and $605.5 million at September 30, 2024 and December 31, 2023 , respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For the three months ended September 30, 2024 , no customer accounted for more than 10% of our revenue. For the three months ended September 30, 2023 , two customers accounted for 13% and 12% of our revenue. For the nine months ended September 30, 2024 , two customers accounted for 10% of our revenue . For the nine months ended September 30, 2023 , two customers accounted for 14% and 11% of our revenue. At September 30, 2024 and December 31, 2023 , no customer accounted fo r more than 10% of our accounts receivable balance.
Equity Investments	Equity Investments We retain min ority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant influence over the operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with Accounting Standards Codification ("ASC") 321, Investments – Equity Securities , which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Due to indicators of a decline in the financial condition of one of our investees, we recognized impairment losses of $2.2 million and $4.0 million on one of our minority equity interest investments during the three and nine months ended September 30, 2023 , respectively, and presented as other expense in our condensed consolidated statements of operations for the periods then ended. We otherwise have not recognized any changes resulting from observable price changes or impairment losses on our minority equity interest investments during the three and nine months ended September 30, 2024 and 2023 . Equity investments included in other assets on our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 were $15.0 million .
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2024 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. This ASU requires entities to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption; as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. This ASU applies to all public entities and will be effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption of this ASU is permitted. This ASU should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. This ASU applies to all public entities and will be effective for fiscal years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025. Early adoption of this ASU is permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The ASU expands public entities’ segment disclosures by updating qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and increased interim disclosure requirements, among others . This ASU applies to all public entities that are required to report segment information in accordance with ASC 280, and is effective for fiscal years beginning after December 15, 2023 and is effective for interim periods within fiscal years beginning after December 15, 2024. Early adoption of this ASU is permitted. W e are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures and based on our analysis to date, the adoption is expected to result in enhanced qualitative disclosures .

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
Prepaid Expenses and Other Current Assets (Tables)	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Other Current Assets	Prepaid expenses and other current assets consist of the following: (in thousands) September 30, 2024 December 31, 2023 Insurance recovery receivable (1) $ 14,900 $ 12,900 Income taxes receivable 13,912 3,537 Reimbursable third-party payments (2) 20,779 15,481 Other prepaid expenses and other current assets (3) 22,629 24,968 Total prepaid expenses and other current assets $ 72,220 $ 56,886 _____________________________________________________ (1) Represents a receivable for the probable recovery related to an incurred loss in connection with certain contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and ongoing review of the solvency of insurers, among other factors. (2) Represents payments we make to third parties on behalf of, and reimbursable from, certain customers. (3) Other current assets were not material as of September 30, 2024 and December 31, 2023 .

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
Accrued Expenses and Other Current Liabilities (Tables)	Sep. 30, 2024
Payables and Accruals [Abstract]
Summary of Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consist of the following : (in thousands) September 30, 2024 December 31, 2023 Accrued bonus and other payroll related $ 23,856 $ 30,401 Accrued legal settlement 27,500 12,500 Accrued marketing 15,102 10,650 Reimbursable liabilities (1) 10,371 — Deferred revenue 6,328 7,105 Other accrued expenses 9,520 10,673 Total accrued expenses and other current liabilities $ 92,677 $ 71,329 _____________________________________________________ (1) Represents amounts owed to third parties on behalf of certain customers .

Debt (Tables)

Debt (Tables)	9 Months Ended
Debt (Tables)	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Debt	Our debt balance is as follows: (in thousands) September 30, 2024 December 31, 2023 Principal balance under 2024 Term Loan Facility $ 500,000 $ — Principal balance under First Lien Term Loan Facility — 661,797 Less: Unamortized debt issuance costs and discounts (8,657) (5,307) $ 491,343 $ 656,490

Revenue (Tables)

Revenue (Tables)	9 Months Ended
Revenue (Tables)	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Summary of Revenue	For the three and nine months ended September 30, 2024 and 2023 , revenue comprised the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Prescription transactions revenue $ 140,419 $ 135,427 $ 432,562 $ 406,874 Subscription revenue 21,306 23,240 65,860 71,261 Pharma manufacturer solutions revenue 28,136 15,897 79,149 60,662 Other revenue 5,390 5,394 16,170 14,824 Total revenue $ 195,251 $ 179,958 $ 593,741 $ 553,621

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
Stockholders' Equity (Tables)	Sep. 30, 2024
Equity [Abstract]
Schedule of Repurchase Agreements	The following table presents information about our repurchases of our Class A common stock: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Number of shares repurchased 756 1,138 22,085 4,371 Cost of shares repurchased $ 5,254 $ 7,712 $ 159,778 $ 26,149

Basic and Diluted Earnings (L_2

Basic and Diluted Earnings (Loss) Per Share (Tables)	9 Months Ended
Basic and Diluted Earnings (Loss) Per Share (Tables)	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule Computation of (Loss) Earnings Per Share	The computation of earnings (loss) per share for the three and nine months ended September 30, 2024 and 2023 is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2024 2023 2024 2023 Numerator: Net income (loss) $ 3,965 $ (38,495) $ 9,650 $ 17,001 Denominator: Weighted average shares - basic 379,667 413,437 385,553 412,698 Dilutive impact of stock options, restricted stock awards and restricted stock units 8,837 — 7,924 3,752 Weighted average shares - diluted 388,504 413,437 393,477 416,450 Earnings (loss) per share: Basic $ 0.01 $ (0.09) $ 0.03 $ 0.04 Diluted $ 0.01 $ (0.09) $ 0.02 $ 0.04
Weighted-Average Potentially Dilutive Shares Were Excluded From Computation of Diluted (Loss) Earnings Per Share	The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings (loss) per share for the periods presented because including them would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Stock options and restricted stock units 12,767 52,965 16,905 27,808

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounting Policies [Line Items]
Equity investments impairment loss	$ 2.2		$ 4
Equity investments included in other assets		$ 15		$ 15
Minority Equity Interests
Accounting Policies [Line Items]
Equity Method Investment, Ownership Percentage		20%
Money Market Funds \| Fair Value, Inputs, Level 1
Accounting Policies [Line Items]
Cash equivalents, fair value disclosure		$ 325.5		$ 605.5
Customer Concentration Risk \| Customer One \| Revenue From Customer
Accounting Policies [Line Items]
Concentration risk percentage	13%	10%	14%
Customer Concentration Risk \| Customer Two \| Revenue From Customer
Accounting Policies [Line Items]
Concentration risk percentage	12%	10%	11%

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Insurance recovery receivable	$ 14,900	$ 12,900
Income taxes receivable	13,912	3,537
Reimbursable third-party payments	20,779	15,481
Other prepaid expenses and other current assets	22,629	24,968
Prepaid expenses and other current assets	$ 72,220	$ 56,886

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued bonus and other payroll related	$ 23,856	$ 30,401
Accrued legal settlement	27,500	12,500
Accrued marketing	15,102	10,650
Reimbursable liabilities	10,371	0
Deferred revenue	6,328	7,105
Other accrued expenses	9,520	10,673
Total accrued expenses and other current liabilities	$ 92,677	$ 71,329

Accrued Expenses and Other Cu_4

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Payables and Accruals [Abstract]
Deferred revenue	$ 6,328		$ 6,328		$ 7,105
Revenue recognized	$ 500	$ 800	$ 6,900	$ 7,800

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	3 Months Ended		9 Months Ended
Income Taxes - Additional Information (Details)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax rate	51.10%	17.40%	51.90%	155%

Debt - Additional Information (

Debt - Additional Information (Details)		3 Months Ended		9 Months Ended
Debt - Additional Information (Details)	Jul. 10, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Loss on extinguishment of debt		$ (2,077,000)	$ 0	$ (2,077,000)	$ 0
Other expense		(2,660,000)	$ (2,200,000)	(2,660,000)	$ (4,008,000)
First Lien Credit Agreement
Debt Instrument [Line Items]
Line of credit	$ 500,000,000	700,000,000		700,000,000
Transaction costs		$ 8,657,000		$ 8,657,000		$ 5,307,000
Interest rate on used amounts		9.60%	8.80%	9.04%	8.33%
Maximum net leverage ratio				8.20%
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit		$ 100,000,000		$ 100,000,000
Percentage of equity	1
Fair value of amount outstanding		0		0		0
Revolving Credit Facility \| First Lien Credit Agreement
Debt Instrument [Line Items]
Amount subject to maturity extension	$ 88,000,000
Amount not subject to maturity extension	12,000,000
Cashless rollover	22,800,000
Periodic payment	$ 1,300,000
Loss on extinguishment of debt				2,100,000
Other expense		4,700,000		2,700,000
Transaction costs		5,000,000		5,000,000
Revolving Credit Facility \| First Lien Credit Agreement \| Base Rate
Debt Instrument [Line Items]
Interest rate	2.75%
Revolving Credit Facility \| First Lien Credit Agreement \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Interest rate	0%
Revolving Credit Facility \| First Lien Credit Agreement \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Interest rate	3.75%
Letter of Credit
Debt Instrument [Line Items]
Line of credit		$ 8,300,000		$ 8,300,000		$ 9,200,000

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
2024 Term Loan
Debt Instrument [Line Items]
Principal balance under First Lien Term Loan Facility	$ 500,000	$ 0
First Lien Credit Agreement
Debt Instrument [Line Items]
Principal balance under First Lien Term Loan Facility	0	661,797
Less: Unamortized debt issuance costs and discounts	(8,657)	(5,307)
Total debt	$ 491,343	$ 656,490

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) $ in Thousands		2 Months Ended	12 Months Ended
	Oct. 27, 2023 USD ($) plaintiff	Mar. 30, 2023 plaintiff defendant case	Dec. 31, 2023 USD ($)	Sep. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)
Loss Contingencies [Line Items]
Accrued legal settlement			$ 12,500	$ 27,500
Pending Litigation
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff		5
Pending claims \| case		5
Number of defendants \| defendant		3
Pending Litigation \| SDFL Class Action Matter
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff	6
Settlement payment	$ 13,000
Accrued legal settlement			13,000	27,500
Payment for settlements			$ 500
Loss Contingency, Estimate of Possible Loss				$ 28,000	$ 28,000
Pending Litigation \| Privacy Protection
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff		4
Pending Litigation \| Electronic Communication Privacy Act, Privacy Protection
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff		1

Revenue - Summary of Revenue (D

Revenue - Summary of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation Of Revenue [Line Items]
Revenue	$ 195,251	$ 179,958	$ 593,741	$ 553,621
Prescription transactions revenue
Disaggregation Of Revenue [Line Items]
Revenue	140,419	135,427	432,562	406,874
Subscription revenue
Disaggregation Of Revenue [Line Items]
Revenue	21,306	23,240	65,860	71,261
Pharma manufacturer solutions revenue
Disaggregation Of Revenue [Line Items]
Revenue	28,136	15,897	79,149	60,662
Other revenue
Disaggregation Of Revenue [Line Items]
Revenue	$ 5,390	$ 5,394	$ 16,170	$ 14,824

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended	9 Months Ended
	Mar. 06, 2024 purchaseAgreement $ / shares shares	Jun. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($) shares	Feb. 27, 2024 USD ($)	Feb. 23, 2022 USD ($)
Class of Stock [Line Items]
Number of purchase agreements \| purchaseAgreement	2
Related Party
Class of Stock [Line Items]
Number of shares repurchased (in shares) \| shares		20.9	20.9
Shares repurchased \| $		$ 151.4
Common Class A
Class of Stock [Line Items]
Stock repurchase, authorized amount \| $				$ 450	$ 250
Common stock available for future repurchases \| $			$ 290.2
Class A and Class B Common Stock \| Related Party \| Spectrum Stock Purchase Agreement
Class of Stock [Line Items]
Number of shares repurchased (in shares) \| shares	6.2
Price per share (in usd per share)	$ 7.19
Stock price (in usd per share)	$ 7.57
Class A and Class B Common Stock \| Related Party \| Francisco Partners Stock Purchase Agreement
Class of Stock [Line Items]
Number of shares repurchased (in shares) \| shares	14.6
Price per share (in usd per share)	$ 7.19
Stock price (in usd per share)	$ 7.57

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Repurchase Agreements (Details) - Common Class A - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares repurchased (in shares)	756	1,138	22,085	4,371
Cost of shares repurchased	$ 5,254	$ 7,712	$ 159,778	$ 26,149

Basic and Diluted Earnings (L_3

Basic and Diluted Earnings (Loss) Per Share - Schedule Computation of (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net income (loss)	$ 3,965	$ 6,694	$ (1,009)	$ (38,495)	$ 58,786	$ (3,290)	$ 9,650	$ 17,001
Denominator:
Weighted average shares - basic (in shares)	379,667			413,437			385,553	412,698
Dilutive impact of stock options, restricted stock awards and restricted stock units (in shares)	8,837			0			7,924	3,752
Weighted average shares - diluted (in shares)	388,504			413,437			393,477	416,450
Earnings (loss) per share:
Basic (in usd per share)	$ 0.01			$ (0.09)			$ 0.03	$ 0.04
Diluted (in usd per share)	$ 0.01			$ (0.09)			$ 0.02	$ 0.04

Basic and Diluted Earnings (L_4

Basic and Diluted Earnings (Loss) Per Share - Weighted-Average Potentially Dilutive Shares Were Excluded From Computation of Diluted (Loss) Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock options, restricted stock awards and restricted stock units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Stock options, restricted stock awards and restricted stock units (in shares)	12,767	52,965	16,905	27,808