| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/24/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/24/2026 | S | 72,309 | D | $3.462(1) | 716,801(2) | I | By Francisco Partners IV, L.P.(3) | ||
| Class A Common Stock | 08/24/2026 | S | 71,285 | D | $3.462(1) | 706,649(2) | I | By Francisco Partners IV-A, L.P.(3) | ||
| Class A Common Stock | 08/25/2026 | S | 64,090 | D | $3.4449(4) | 652,711 | I | By Francisco Partners IV, L.P.(3) | ||
| Class A Common Stock | 08/25/2026 | S | 63,183 | D | $3.4449(4) | 643,466 | I | By Francisco Partners IV-A, L.P.(3) | ||
| Class A Common Stock | 08/26/2026 | S | 213,401 | D | $3.5125(5) | 439,310 | I | By Francisco Partners IV, L.P.(3) | ||
| Class A Common Stock | 08/26/2026 | S | 210,378 | D | $3.5125(5) | 433,088 | I | By Francisco Partners IV-A, L.P.(3) | ||
| Class A Common Stock | 08/26/2026 | S | 439,310 | D | $3.5 | 0 | I | By Francisco Partners IV, L.P.(3) | ||
| Class A Common Stock | 08/26/2026 | S | 433,088 | D | $3.5 | 0 | I | By Francisco Partners IV-A, L.P.(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/24/2026 at prices ranging from $3.425 to $3.5 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. |
| 2. The reported amount has been adjusted by 721 shares to reflect the sale of such shares by Francisco Partners IV-A, L.P. on August 20, 2026, which were inadvertently reported on a Form 4 filed by the reporting persons on August 21, 2026, as being sold by Francisco Partners IV, L.P. |
| 3. 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. |
| 4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/25/2026 at prices ranging from $3.415 to $3.48 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. |
| 5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions on 8/26/2026 at prices ranging from $3.44 to $3.545 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. |
| 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 | 08/26/2026 | |
| 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 | 08/26/2026 | |
| 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 | 08/26/2026 | |
| Francisco Partners GP IV Management Limited, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel | 08/26/2026 | |
| Francisco Partners Management, L.P., By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel | 08/26/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||