GDRX

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 16 Table of Contents 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 17 Table of Contents 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 18 Table of Contents 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. 19 Table of Contents 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. 20 Table of Contents 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. 21 Table of Contents 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 $6.7 million, respectively, and an effective income tax rate of 44.8% and 34.4%, respectively. While income tax expense remained relatively flat year-over-year, the increase in effective income tax rate was primarily driven by an increase in the estimated annual effective income tax rate and tax effects from our equity awards, partially offset by a decrease in income before income taxes. 22 Table of Contents Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 The following table sets forth our results of operations for the six months ended June 30, 2026 and 2025: (dollars in thousands) Six Months EndedJune 30, 2026 % of Total Revenue Six Months EndedJune 30, 2025 % of Total Revenue Change ($) 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. 23 Table of Contents 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. 24 Table of Contents 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.