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SCHEDULE 13D/A 0001622902 XXXXXXXX LIVE 2 Class A Common Stock 03/16/2025 false 0001809519 38246G108 GoodRx Holdings, Inc. 2701 Olympic Boulevard Santa Monica CA 90404 Steve Eisner (415) 418-2900 Francisco Partners, One Letterman Drive Building C - Suite 410 San Francisco CA 94129 0001622902 N Francisco Partners IV, L.P. a OO N E9 0 40019294 0 40019294 40019294 N 24 PN Row 13. Calculated assuming 166,818,512 shares of Class A Common Stock ("Class A Shares") outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the Issuer's Form 10-K filed on February 27, 2025 (the "10-K"), as increased by 60,078,184 shares of Class B Common Stock, which are convertible into Class A Shares on a one-to-one basis ("Class B Shares"), held by the Reporting Persons following the March 2025 Francisco Partners Repurchase, as defined below. 0001622908 N Francisco Partners IV-A, L.P. a OO N E9 0 20058890 0 20058890 20058890 N 12 PN Row 13. Calculated Calculated assuming 166,818,512 Class A Shares outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the 10-K, as increased by 60,078,184 Class B Shares held by the Reporting Persons following the March 2025 Francisco Partners Repurchase, as defined below. 0001674067 N Francisco Partners GP IV, L.P. a OO N E9 0 60078184 0 60078184 60078184 N 36 PN Row 13. Calculated assuming 166,818,512 Class A Shares outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the 10-K, as increased by 60,078,184 Class B Shares held by the Reporting Persons following the March 2025 Francisco Partners Repurchase, as defined below. Y Francisco Partners GP IV Management Limited a OO N E9 0 60078184 0 60078184 60078184 N 36 CO Row 13Calculated assuming 166,818,512 Class A Shares outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the 10-K, as increased by 60,078,184 Class B Shares held by the Reporting Persons following the March 2025 Francisco Partners Repurchase, as defined below. 0001197853 N Francisco Partners Management, L.P. a OO N DE 0 60078184 0 60078184 60078184 N 36 PN Row 13. Calculated assuming 166,818,512 Class A Shares outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the 10-K, as increased by 60,078,184 Class B Shares held by the Reporting Persons following the March 2025 Francisco Partners Repurchase, as defined below. Class A Common Stock GoodRx Holdings, Inc. 2701 Olympic Boulevard Santa Monica CA 90404 The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. This Amendment No. 2 ("Amendment No. 2") is being filed by the undersigned to amend the Schedule 13D filed with the SEC on June 1, 2021, as amended by Amendment No. 1, filed with the SEC on March 8, 2024 (the "Original 13D" and, as amended by Amendment No. 2, the "Schedule 13D") relating to shares of common stock (the "Common Stock"), of GoodRx Holdings, Inc., a Delaware corporation (the "Issuer"), whose principal executive office is located at 2701 Olympic Boulevard, Santa Monica, California 90404. Except as set forth herein, the Original 13D is unmodified and remains in full force and effect. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original 13D. The Schedule 13D is being filed by the following entities (each a "Reporting Person" and collectively, the "Reporting Persons"): Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Francisco Partners GP IV, L.P. Francisco Partners GP IV Management Limited Francisco Partners Management, L.P. Francisco Partners Management, L.P. is organized under the laws of the state of Delaware. The remaining Reporting Persons are organized under the laws of the Cayman Islands. The principal business address of the Reporting Persons is One Letterman Drive, Building C, Suite 410, San Francisco, CA 94129. The Reporting Persons are principally engaged in the business of managing their investments in the securities of the Issuer. Information with respect to the directors and officers of Francisco Partners GP IV Management Limited (collectively, the "Related Persons"), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on Schedule A attached to the Original 13D, which is incorporated herein by reference. By virtue of the agreements made pursuant to the Stockholders Agreement (as defined below), the Reporting Persons, Idea Men, LLC and certain affiliates of Spectrum Equity and Silver Lake (collectively, the "Stockholders") acknowledge and agree that they are acting as a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Shares beneficially owned by the other Stockholders are not the subject of this Schedule 13D. For a description of the relationship between the Reporting Persons and the other Stockholders, see Item 4 below. During the last five years, neither the Reporting Persons nor any Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The information set forth in Item 2(d) of this Amendment No. 2 is incorporated herein by reference. The information set forth in Item 2(c) of this Amendment No. 2 is incorporated herein by reference. Item 4 of the Original 13D is hereby amended to include the following at the end thereof: On March 16, 2025, Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (collectively, the "Selling Stockholders") and the Issuer entered into a Stock Purchase Agreement (the "March 2025 Francisco Partners Stock Purchase Agreement"), pursuant to which the Selling Stockholders agreed to sell an aggregate 10,000,000 Class A Shares to the Issuer for net proceeds of $42,000,000 (the "March 2025 Francisco Partners Repurchase"). The March 2025 Francisco Partners Repurchase is expected to close on March 21, 2025. The following sets forth, as of the date of this Schedule 13D, the aggregate number of Class A Shares and percentage of Class A Shares beneficially owned by each of the Reporting Persons (assuming conversion of the Class B Shares held by the Reporting Persons), assuming 166,818,512 Class A Shares outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the 10-K, as increased by 60,078,184 Class B Shares held by the Reporting Persons following the March 2025 Francisco Partners Repurchase. Shared Sole power Shared Sole power power to to dispose power to Amount to vote or vote or to or to direct dispose or to beneficially Percent to direct direct the the direct the Reporting Person owned of class the vote vote disposition disposition Francisco Partners IV, L.P. 40,019,294 24.0% 0 40,019,294 0 40,019,294 Francisco Partners IV-A, L.P. 20,058,890 12.0% 0 20,058,890 0 20,058,890 Francisco Partners GP IV, L.P. 60,078,184 36.0% 0 60,078,184 0 60,078,184 Francisco Partners GP IV Management Limited 60,078,184 36.0% 0 60,078,184 0 60,078,184 Francisco Partners Management, L.P. 60,078,184 36.0% 0 60,078,184 0 60,078,184 Francisco Partners IV, L.P. is the record holder of 40,019,294 Class B Shares. Francisco Partners IV-A, L.P. is the record holder of 20,058,890 Class B Shares. The Class B Shares are convertible to Class A Shares on a one-to-one basis. 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 Class B Shares held, but disclaims beneficial ownership. In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Stockholders Agreement, the Stockholders acknowledge and agree that they are acting as a group for purposes of Rule 13d-3 under the Exchange Act. Shares beneficially owned by the other Stockholders are not the subject of this Schedule 13D and accordingly, none of the other Stockholders are included as reporting persons herein. During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock. Exhibit 1 Joint Filing Agreement, filed with the SEC as Exhibit 1 to the Original 13D on May 19, 2021. Francisco Partners IV, L.P. /s/ Steve Eisner Steve Eisner, General Counsel and Chief Compliance Officer of Francisco Partners GP IV Management Limited (1) 03/18/2025 Francisco Partners IV-A, L.P. /s/ Steve Eisner Steve Eisner, General Counsel and Chief Compliance Officer of Francisco Partners GP IV Management Limited (2) 03/18/2025 Francisco Partners GP IV, L.P. /s/ Steve Eisner Steve Eisner, General Counsel and Chief Compliance Officer of Francisco Partners GP IV Management Limited (3) 03/18/2025 Francisco Partners GP IV Management Limited /s/ Steve Eisner Steve Eisner, General Counsel and Chief Compliance Officer 03/18/2025 Francisco Partners Management, L.P. /s/ Steve Eisner Steve Eisner, General Counsel and Chief Compliance Officer 03/18/2025 (1) as the general partner of Francisco Partners GP IV Management Limited, the general partner of Francisco Partners GP IV, L.P., as general partner of Francisco Partners IV, L.P.; (2) as the general partner of Francisco Partners GP IV Management Limited, the general partner of Francisco Partners GP IV, L.P., as general partner of Francisco Partners IV-A, L.P.; (3) the general partner of Francisco Partners GP IV Management Limited, as general partner of Francisco Partners GP IV, L.P.