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Item 2 — Management's Discussion and Analysis
Goodrx Holdings, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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You should read the following discussion and analysis of our financial condition and results of operations together with
our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report
on Form 10-Q, as well as Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and Part II, Item 8, “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-
K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission ("SEC") on February 26,
2026 (“2025 10-K”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs
involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth in the "Risk Factors" sections of our 2025 10-K and this
Quarterly Report on Form 10-Q and other factors set forth in other parts of this Quarterly Report on Form 10-Q and our
filings with the SEC.
Glossary of Selected Terminology
As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:
•“we,” “us,” “our,” “GoodRx,” and similar references refer to GoodRx Holdings, Inc. and its consolidated
subsidiaries.
•“consumers” refer to the general population in the United States that uses or otherwise purchases healthcare
products and services. References to “our consumers” or “GoodRx consumers” refer to consumers that
have used one or more of our offerings.
•“discounted price” refers to a price for a prescription provided on our platform that represents a negotiated
rate provided by one of our PBM partners at a retail pharmacy or under a direct contract with one of our
partner pharmacies. Through our platform, our discounted prices are free to access for consumers by saving a
GoodRx code to their mobile device for their selected prescription and presenting it at the chosen pharmacy.
The term “discounted price” excludes prices we may otherwise source, such as prices from patient assistance
programs for low-income individuals and Medicare prices, and any negotiated rates offered through our
subscription offerings.
•“GoodRx code” refers to codes that can be accessed by our consumers through our apps or websites or that
can be provided to our consumers directly by healthcare professionals, including physicians and pharmacists,
that allow our consumers free access to our discounted prices or a lower list price for their prescriptions when
such code is presented at their chosen pharmacy.
•“Monthly Active Consumers” refers to the number of unique consumers who have used a GoodRx code to
purchase a prescription medication in a given calendar month and have saved money compared to the list
price of the medication. A unique consumer who uses a GoodRx code more than once in a calendar month to
purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique
consumer who uses a GoodRx code in two or three calendar months within a quarter will be counted as a
Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our
subscription offerings, consumers of our GoodRx Pharma Direct ("Pharma Direct") offering, or consumers who
used our telehealth offering. When presented for a period longer than a month, Monthly Active Consumers is
averaged over the number of calendar months in such period. For example, a unique consumer who uses a
GoodRx code twice in January, but who did not use our prescription transactions offering again in February or
March, is counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly
Active Consumers for such quarter (average of 1, 0 and 0). A unique consumer who uses a GoodRx code in
January and in March, but did not use our prescription transactions offering in February, would be counted as 1
in January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such
quarter. Monthly Active Consumers from acquired companies are included beginning from the acquisition date.
•"partner pharmacies" refers to select licensed pharmacies with whom we have direct contractual agreements.
•“PBM” refers to a pharmacy benefit manager. PBMs aggregate demand to negotiate prescription medication
prices with pharmacies and pharma manufacturers. PBMs find most of their demand through relationships with
insurance companies and employers. However, nearly all PBMs also have consumer direct or cash network
pricing that they negotiate with pharmacies for consumers who choose to purchase prescriptions outside of
insurance.
•“pharma” is an abbreviation for pharmaceutical.
•“savings,” “saved” and similar references refer to the difference between the list price for a particular
prescription at a particular pharmacy and the price paid by the GoodRx consumer for that prescription utilizing
a GoodRx code available through our platform at that same pharmacy. In certain circumstances, we may show
a list price on our platform when such list price is lower than the negotiated price available using a GoodRx
code and, in certain circumstances, a consumer may use a GoodRx code and pay the list price at a pharmacy
if such list price is lower than the negotiated price available using a GoodRx code. We do not earn revenue
from such transactions, but our savings calculation includes an estimate of the savings achieved by the
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consumer because our platform has directed the consumer to the pharmacy with the low list price. This
estimate of savings when the consumer pays the list price is based on internal data and is calculated as the
difference between the average list price across all pharmacies where GoodRx consumers paid the list price
and the average list price paid by consumers in the pharmacies to which we directed them. We do not
calculate savings based on insurance prices as we do not have information about a consumer’s specific
coverage or price. We do not believe savings are representative or indicative of our revenue or results of
operations.
•“subscribers” and similar references refer to our consumers that are subscribed to our subscription offerings,
GoodRx Gold (“Gold”), condition-specific subscription programs which first launched in June 2025,
RxSmartSaver+ powered by GoodRx ("RxSmartSaver+") which launched in July 2025, and GoodRx
Companion which launched its monthly and annual plans in May and July 2026, respectively. References to
subscription plans as of a particular date represent an active subscription to any one of our aforementioned
subscription offerings as of the specified date. For Gold and RxSmartSaver+, each subscription plan may
represent more than one subscriber since family subscription plans may include multiple members.
Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been
subject to rounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases
been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason,
percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same
calculations using the figures in our condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to
rounding.
Overview
Our mission is to help Americans save time and money when filling their medications. To achieve this, we are building
the leading consumer-focused digital healthcare platform in the United States. For instance, in the first quarter of 2026, we
announced the launch of Employer Direct, a new platform designed to help employers address gaps in traditional insurance
coverage by pairing their existing benefits with integrated cash pricing in order to expand affordability and access for their
employees. We also continued to grow our consumer direct pricing and announced a collaboration with a pharmaceutical
manufacturer to offer eligible patients nationwide access to certain medications, including Lipitor®, Celebrex®, Viagra®, and
Norvasc®, at a significantly lower cash price through our platform. Additionally, we launched GoodRx Companion in the
second quarter of 2026, a new subscription offering that provides consumers access to free and low-cost generic
medications, affordable online care visits, and savings on routine healthcare services.
With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our
business. Widening coverage gaps, elevated out-of-pocket costs, and a growing uninsured population are increasing
demand for pricing transparency and affordability solutions. As a result, cost is becoming a more significant factor earlier in
the patient journey, with consumers and providers actively evaluating cost before prescribing and filling, pharma
manufacturers expanding direct-to-consumer strategies, employers seeking solutions for high-cost therapies, and
pharmacies adapting to more transparent, digitally enabled fulfillment models. As these dynamics evolve, how affordability is
presented and experienced by consumers is becoming increasingly important, shaping not just awareness, but whether
patients ultimately move forward with treatments. Separately, as previously described in Part II, Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 10-K, certain major drug
producers and manufacturers have negotiated or are in negotiations with the current Presidential administration to receive
relief from the potential imposition of a 100% tariff on any branded or patented pharmaceutical product produced outside of
the United States. As a result of these negotiations, certain manufacturers have announced their participation in a new
government-sponsored direct-to-consumer platform called “TrumpRx.gov” ("TrumpRx"), which was launched in February
2026 and is designed to offer consumers discounts on their products and some specialty brands. GoodRx is a key
integration partner for pharma manufacturers offering discounted cash prices on TrumpRx at launch. We are observing early
utilization of the platform, with initial demand concentrated in GLP-1 therapies. Based on preliminary data, this utilization
appears to be incremental, expanding access to new patients rather than displacing existing demand, and has not had a
material impact on our business to date. In May 2026, an expansion of TrumpRx was announced to include more than 600
generic medications and additional price-comparison and pharmacy fulfillment tools, with integrated discount offerings from
GoodRx and other direct-to-consumer pharmacy platforms. The potential impact of TrumpRx on our business, offerings, or
results of operations remains uncertain and could be material. With the introduction of these federal initiatives, including the
renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward greater transparency and direct-to-
consumer access. For us, this evolution is both an opportunity and a clear validation of our mission.
Conversely, we have seen rapid changes in the U.S. retail pharmacy landscape with announcements of store closures
and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens. In early May 2025, Rite Aid
announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process. Consequently,
we saw several PBMs remove Rite Aid from their networks, causing immediate cessation in the associated claims volume,
as well as rapid store closures, which altogether adversely impacted our ability to recapture these claims in the near term.
As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened renegotiations
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between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the pharmacies'
increased focus on rationalizing their spending. Furthermore, in the second quarter of 2025, we saw a material volume
reduction in one of our integrated savings programs, which integrate our competitive discounts and pricing in a seamless
experience at the pharmacy counter for eligible plan members served by certain PBM partners. Integrated savings programs
are operated through PBMs who decide how to implement and manage these programs. These external factors have
adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers, all of which we
expect will continue in the near term and are reflected in our year-over-year comparative results below.
While our prescription transactions offering remains foundational to our business, we are increasingly directing
investment toward Pharma Direct and subscription offerings, which are becoming larger contributors to our growth. Within
Pharma Direct, we are expanding manufacturer-sponsored affordability programs and creating additional ways for
manufacturers to reach and engage consumers through the GoodRx platform. Within subscriptions, we are broadening our
offerings and making them a more integrated part of the consumer experience to deliver value beyond an individual
prescription and deepen our relationships with consumers. As these offerings continue to scale, we expect near-term
pressure on our Monthly Active Consumers, prescription transactions revenue and unit economics during 2026. However,
we believe this evolution will deliver greater value to consumers, deepen engagement, improve retention and position us for
more durable, sustainable long-term growth.
For the three months ended June 30, 2026 as compared to the same period of 2025:
•Revenue decreased to $200.4 million from $203.1 million;
•Net income and net income margin were $8.5 million and 4.3%, respectively, compared to $12.8 million and
6.3%, respectively; and
•Adjusted EBITDA and Adjusted EBITDA Margin were $63.7 million and 31.8%, respectively, compared to $69.4
million and 34.2%, respectively.
For the six months ended June 30, 2026 as compared to the same period of 2025:
•Revenue decreased to $394.4 million from $406.0 million;
•Net income and net income margin were $9.7 million and 2.5%, respectively, compared to $23.9 million and
5.9%, respectively; and
•Adjusted EBITDA and Adjusted EBITDA Margin were $122.0 million and 30.9%, respectively, compared to
$139.2 million and 34.3%, respectively.
Revenue, net income and net income margin are financial measures prepared in conformity with accounting principles
generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial
measures. For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly
comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin
useful and a discussion of the material risks and limitations of these measures, please see “Key Financial and Operating
Metrics—Non-GAAP Financial Measures" below.
Key Financial and Operating Metrics
We use Monthly Active Consumers, subscription plans, Adjusted EBITDA and Adjusted EBITDA Margin to assess our
performance, make strategic and offering decisions and build our financial projections. The number of Monthly Active
Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our marketing and
engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with consumers. As our
business continues to evolve, we are reassessing the Monthly Active Consumers metric as a primary indicator of
performance to ensure it aligns with how we measure growth and profitability.
Monthly Active Consumers
The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers beginning in
the second quarter of 2025.
Three Months Ended
(in millions) June 30,2026 March 31,2026 December 31,2025 September 30,2025 June 30,2025 March 31,2025
Monthly Active Consumers 5.0 5.3 5.3 5.4 5.7 6.4
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Subscription Plans
As of
(in thousands) June 30,2026 March 31,2026 December 31,2025 September 30,2025 June 30,2025 March 31,2025
Subscription plans 764 717 674 671 668 680
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial performance and are
also used for internal planning and forecasting purposes. We believe Adjusted EBITDA and Adjusted EBITDA Margin are
helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and
comparable overview of our operations across our historical financial periods. In addition, these measures are frequently
used by analysts, investors and other interested parties to evaluate and assess performance.
We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and
amortization, and as further adjusted, as applicable, for acquisition related expenses, stock-based compensation expense,
payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss
on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business and other
income or expense, net. These excluded items are either non-cash charges or such that we believe they do not represent
our underlying core operating performance and that their exclusion provides investors with a better understanding of the
factors and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of
Adjusted Revenue. Adjusted Revenue is a non-GAAP financial measure defined as revenue excluding client contract
termination costs associated with restructuring related activities. We exclude these costs from revenue because we believe
they are not indicative of past or future underlying performance of the business. For the three and six months ended June
30, 2026 and 2025, revenue equaled Adjusted Revenue.
Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are presented for supplemental
informational purposes only and should not be considered as alternatives or substitutes to financial information presented in
accordance with GAAP. These measures have certain limitations in that they do not include the impact of certain costs that
are reflected in our condensed consolidated statements of operations that are necessary to run our business. Other
companies, including other companies in our industry, may not use these measures or may calculate these measures
differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness as comparative measures.
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The following table presents a reconciliation of net income, the most directly comparable financial measure calculated in
accordance with GAAP, to Adjusted EBITDA, and presents net income margin, the most directly comparable financial
measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:
Three Months EndedJune 30, Six Months EndedJune 30,
(dollars in thousands) 2026 2025 2026 2025
Net income $8,536 $12,843 $9,705 $23,895
Adjusted to exclude the following:
Interest income (1,019) (2,803) (2,416) (6,735)
Interest expense 9,810 10,729 19,577 21,373
Income tax expense 6,930 6,734 11,400 12,350
Depreciation and amortization 22,269 19,729 44,061 40,641
Other income (625) (694) (625) (694)
Acquisition related expenses (1) 275 — 527 26
Restructuring related expenses (2) 572 546 5,858 1,765
Legal settlement expenses (3) — 355 — 355
Stock-based compensation expense 16,593 21,415 33,102 40,589
Payroll tax expense related to stock-based compensation 399 549 821 1,234
Loss on operating lease asset (4) — — — 4,409
Adjusted EBITDA $63,740 $69,403 $122,010 $139,208
Revenue $200,411 $203,070 $394,417 $406,040
Net income margin 4.3% 6.3% 2.5% 5.9%
Adjusted EBITDA Margin 31.8% 34.2% 30.9% 34.3%
_____________________________________________________
(1)Acquisition related expenses principally include costs for actual or planned acquisitions including related third-party
fees, legal, consulting and other expenditures, and as applicable, severance costs and retention or performance
bonuses to employees related to acquisitions. From time to time, acquisition related expenses may also include
similar transaction related costs for business dispositions.
(2)Restructuring related expenses include costs for various workforce optimization and organizational changes to
better align with our strategic goals and future scale including employee severance and other personnel related
costs, and as applicable, contract termination costs, and losses from the disposal of certain technology and
capitalized software.
(3)Legal settlement expenses consist of periodic settlement costs for significant or unusual litigation matters.
(4)Loss on operating lease asset represents losses incurred from time to time relating to the impairment or
abandonment of leased office space.
Components of our Results of Operations
For a description of the components of our results of operations, refer to Note 2 to our audited consolidated financial
statements included in our 2025 10-K. In addition, for a description of primary drivers that may cause our revenue, costs and
operating expenses to fluctuate from period to period, including seasonality, refer to Part II, Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 10-K.
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Results of Operations
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
The following table sets forth our results of operations for the three months ended June 30, 2026 and 2025:
(dollars in thousands) Three Months EndedJune 30, 2026 % of Total Revenue Three Months EndedJune 30, 2025 % of Total Revenue Change ($) Change (%)
Revenue:
Prescription transactions revenue $106,390 53% $143,064 70% $(36,674) (26%)
Subscription revenue 28,514 14% 20,463 10% 8,051 39%
Pharma Direct revenue 61,628 31% 34,981 17% 26,647 76%
Other revenue 3,879 2% 4,562 2% (683) (15%)
Total revenue 200,411 203,070
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below 20,999 10% 13,350 7% 7,649 57%
Product development and technology 26,711 13% 29,933 15% (3,222) (11%)
Sales and marketing 81,986 41% 84,870 42% (2,884) (3%)
General and administrative 24,814 12% 28,379 14% (3,565) (13%)
Depreciation and amortization 22,269 11% 19,729 10% 2,540 13%
Total costs and operating expenses 176,779 176,261
Operating income 23,632 26,809
Other expense, net:
Other income 625 0% 694 0% (69) (10%)
Interest income 1,019 1% 2,803 1% (1,784) (64%)
Interest expense (9,810) 5% (10,729) 5% 919 (9%)
Total other expense, net (8,166) (7,232)
Income before income taxes 15,466 19,577
Income tax expense (6,930) 3% (6,734) 3% (196) 3%
Net income $8,536 $12,843
Revenue
All of our revenue has been generated in the United States.
Prescription transactions revenue decreased $36.7 million, or 26%, year-over-year, primarily driven by a decrease in the
number of our Monthly Active Consumers due to the broader changes in the retail pharmacy landscape including store
closures and volume reduction in one of our integrated savings programs as discussed above, as well as the deliberate shift
of product and marketing investment toward our new subscription offerings. The year-over-year decrease was also due to
lower unit economics which we expect to continue in the near-term as we made deliberate decisions to favor long-term
durability and certainty. The impact from these factors was partially offset by revenue contribution from a prescription
delivery technology business we acquired in October 2025, which provided a 3% year-over-year increase in prescription
transactions revenue.
Subscription revenue increased $8.1 million, or 39%, year-over-year, primarily driven by the expansion and growth of
our condition-specific subscription programs, in particular weight loss, as well as a resulting increase in the number of
subscription plans with 764 thousand subscription plans as of June 30, 2026 compared to 668 thousand as of June 30,
2025.
Pharma Direct revenue increased $26.6 million, or 76%, year-over-year, driven by organic growth as we continued to
expand our market penetration with pharma manufacturers and other customers, in particular our GLP-1 access programs,
which are part of our consumer direct pricing.
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Costs and Operating Expenses
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue increased $7.6 million, or 57%, year-over-year, primarily driven by a $3.8 million increase in costs
related to our condition-specific subscription programs, a $3.8 million increase in prescription delivery costs as a result of a
prescription delivery technology business we acquired in October 2025 and a $3.0 million increase in fulfillment costs for
certain solutions provided to customers under our Pharma Direct offering. The impact of these drivers was partially offset by
a $1.8 million decrease in processing fees. We expect cost of revenue to continue to increase on a year-over-year basis in
the near term as we continue to scale and expand our offerings, particularly our Pharma Direct and subscription offerings.
Product development and technology
Product development and technology expenses decreased $3.2 million, or 11%, year-over-year, primarily driven by a
decrease in personnel related costs due to lower average headcount.
Sales and marketing
Sales and marketing expenses decreased $2.9 million, or 3%, year-over-year, primarily driven by a decrease in
advertising expenses.
General and administrative
General and administrative expenses decreased $3.6 million, or 13%, year-over-year, primarily driven by credit losses
recognized in 2025 on accounts receivables associated with Rite Aid's bankruptcy.
Depreciation and amortization
Depreciation and amortization expenses increased $2.5 million, or 13%, year-over-year, primarily driven by higher
amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction
of new products and features.
Interest Income
Interest income decreased $1.8 million, or 64%, year-over-year, primarily due to lower average balance of cash
equivalents held in U.S. treasury securities money market funds and lower interest rates.
Interest Expense
Interest expense decreased $0.9 million, or 9%, year-over-year primarily due to lower average debt balances and lower
interest rates.
Income Taxes
For the three months ended June 30, 2026 and 2025, we had income tax expense of $6.9 million and $6.7 million,
respectively, and an effective income tax rate of 44.8% and 34.4%, respectively. While income tax expense remained
relatively flat year-over-year, the increase in effective income tax rate was primarily driven by an increase in the estimated
annual effective income tax rate and tax effects from our equity awards, partially offset by a decrease in income before
income taxes.
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Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
The following table sets forth our results of operations for the six months ended June 30, 2026 and 2025:
(dollars in thousands) Six Months EndedJune 30, 2026 % of Total Revenue Six Months EndedJune 30, 2025 % of Total Revenue Change ($) Change (%)
Revenue:
Prescription transactions revenue $220,082 56% $291,987 72% $(71,905) (25%)
Subscription revenue 52,907 13% 41,480 10% 11,427 28%
Pharma Direct revenue 113,858 29% 63,629 16% 50,229 79%
Other revenue 7,570 2% 8,944 2% (1,374) (15%)
Total revenue 394,417 406,040
Costs and operating expenses:
Cost of revenue, exclusive of depreciation and amortization presented separately below 41,155 10% 26,714 7% 14,441 54%
Product development and technology 56,888 14% 61,075 15% (4,187) (7%)
Sales and marketing 163,039 41% 169,412 42% (6,373) (4%)
General and administrative 51,633 13% 58,009 14% (6,376) (11%)
Depreciation and amortization 44,061 11% 40,641 10% 3,420 8%
Total costs and operating expenses 356,776 355,851
Operating income 37,641 50,189
Other expense, net:
Other income 625 0% 694 0% (69) (10%)
Interest income 2,416 1% 6,735 2% (4,319) (64%)
Interest expense (19,577) 5% (21,373) 5% 1,796 (8%)
Total other expense, net (16,536) (13,944)
Income before income taxes 21,105 36,245
Income tax expense (11,400) 3% (12,350) 3% 950 (8%)
Net income $9,705 $23,895
Revenue
The year-over-year changes in prescription transactions revenue, subscription revenue, and Pharma Direct revenue
were driven by the same factors described above for the three months ended June 30, 2026 compared to the same period
of 2025.
Costs and Operating Expenses
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue increased $14.4 million, or 54%, year-over-year, primarily driven by a $7.3 million increase in
prescription delivery costs as a result of a prescription delivery technology business we acquired in October 2025, a $6.3
million increase in costs related to our condition-specific subscription programs, and a $6.0 million increase in fulfillment
costs for certain solutions provided to customers under our Pharma Direct offering. The impact of these drivers was partially
offset by a $3.2 million decrease in processing fees. We expect cost of revenue to continue to increase on a year-over-year
basis in the near term as we continue to scale and expand our offerings, particularly our Pharma Direct and subscription
offerings.
Remaining Costs and Operating Expenses, Interest Income, Interest Expense and Income Taxes
The year-over-year changes in product development and technology, sales and marketing, depreciation and
amortization expenses, interest income, interest expense and income taxes were primarily driven by the same factors
described above for the three months ended June 30, 2026 compared to the same period of 2025. In addition, the year-
over-year decrease in general and administrative expenses was further driven by a $4.4 million impairment loss related to a
leased office space recognized in 2025.
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Liquidity and Capital Resources
Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity
issuances, and borrowings under our long-term debt arrangements. As of June 30, 2026, our principal sources of liquidity
are our cash and cash equivalents and borrowings available under our $88.0 million secured revolving credit facility that
matures on April 10, 2029. As of June 30, 2026, we had cash and cash equivalents of $296.1 million and $80.4 million
available under our revolving credit facility.
As of June 30, 2026, there were no material changes to our primary short-term and long-term requirements for liquidity
and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of our 2025 10-K.
Based on our current conditions, we believe that our net cash provided by operating activities and cash on hand will be
adequate to meet our operating, investing and financing needs for at least the next twelve months from the date of the
issuance of the accompanying unaudited condensed consolidated financial statements. Our future capital requirements will
depend on many factors, including the growth of our business, the timing and extent of investments, sales and marketing
activities, and many other factors as described in Part I, Item 1A, "Risk Factors" of our 2025 10-K.
If necessary, we may borrow funds under our revolving credit facility to finance our liquidity requirements, subject to
customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we
continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional
indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing
may not be available on favorable terms, or at all. In particular, the current economic uncertainty, including rising inflation,
new or increased tariffs and socio-political events, has resulted in, and may continue to result in, significant disruption of
global financial markets, including rising interest rates, which could reduce our ability to access capital. If we are unable to
raise additional funds when needed or on the terms desired, our business, financial condition and results of operations could
be adversely affected.
Holding Company Status
GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result,
GoodRx Holdings, Inc. is largely dependent upon cash distributions and other transfers from its subsidiaries to meet its
obligations and to make future dividend payments, if any. Our existing debt arrangements contain covenants restricting
payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met. These covenants
provide for certain exceptions for specific types of payments. Based on these restrictions, all of the net assets of GoodRx,
Inc. were restricted pursuant to the terms of our debt arrangements as of June 30, 2026. Since the restricted net assets of
GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, see Note
18 to our consolidated financial statements included in our 2025 10-K for the condensed parent company financial
information of GoodRx Holdings, Inc.
Cash Flows
Six Months Ended June 30,
(in thousands) 2026 2025
Net cash provided by operating activities $92,670 $58,993
Net cash used in investing activities (36,053) (70,191)
Net cash used in financing activities (22,324) (155,830)
Net change in cash and cash equivalents $34,293 $(167,028)
Net cash provided by operating activities
The $33.7 million year-over-year increase in net cash provided by operations was driven by a $46.0 million decrease in
cash outflow from changes in operating assets and liabilities, partially offset by a $12.4 million decrease in net income after
adjusting for non-cash adjustments. Changes in operating assets and liabilities were principally driven by the timing of
collections of prescription reimbursement assets and accounts receivable, as well as payments of prescription
reimbursement liabilities, accrued expenses, and accounts payable.
Net cash used in investing activities
The $34.1 million year-over-year decrease in net cash used in investing activities was primarily driven by cash paid for
VCRx, a business we acquired in January 2025.
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Net cash used in financing activities
The $133.5 million year-over-year decrease in net cash used in financing activities was almost entirely driven by a
decrease in payments for repurchases of our Class A common stock.
Recent Accounting Pronouncements
Refer to Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on
Form 10-Q.
Critical Accounting Policies and Estimates
During the three months ended June 30, 2026, there have been no significant changes to our critical accounting policies
and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of our 2025 10-K.