Douglas Joseph Hirsch - Oct 26, 2024 Form 4 Insider Report for GoodRx Holdings, Inc. (GDRX)

Role: Director
Signature: /s/ Gracye Cheng, Attorney-in-Fact for Douglas Joseph Hirsch
Stock symbol: GDRX
Transactions as of: Oct 26, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/28/2024, 05:32 PM
Previous filing: Sep 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GDRX	Class A Common Stock	Award	$0	+797	+0.63%	$0.00	127K	Oct 26, 2024	Direct	F1
transaction	GDRX	Class A Common Stock	Award	$0	+20.6K	+16.17%	$0.00	148K	Oct 26, 2024	Direct	F2
holding	GDRX	Class A Common Stock						2.63M	Oct 26, 2024	By DH 2024 GRAT	F3
holding	GDRX	Class A Common Stock						2.63M	Oct 26, 2024	By CH 2024 GRAT	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GDRX	Restricted Stock Unit	Award	$0	+61.6K		$0.00	61.6K	Oct 26, 2024	Class A Common Stock	61.6K		Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects deferred stock units. Each deferred stock unit represents a contingent right to receive one share of Class A common stock. The deferred stock units will vest in approximately equal monthly installments over three months beginning on October 31, 2024, subject to continued service through the applicable vesting date. The deferred stock units will settle on the earliest to occur of the following events (i) December 31, 2027; (ii) Separation from Service; (iii) a Change in Control; (iv) Death; or (v) Disability (each, as defined under the GoodRx Holdings, Inc. Deferred Compensation Plan for Directors).
F2	Reflects restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. The restricted stock units vest in full on the earlier of (i) June 6, 2025 and (ii) the date of the 2025 Annual Meeting of Stockholders, subject to continued service through the applicable vesting date.
F3	Share held directly by DH 2024 GRAT, a grantor retained annuity trust (the "DH 2024 GRAT"). The Reporting Person serves as the sole trustee and sole annuitant of the DH 2024 GRAT.
F4	Share held directly by CH 2024 GRAT, a grantor retained annuity trust (the "CH 2024 GRAT"). Chona Hirsch, the Reporting Person's spouse, serves as the sole trustee and sole annuitant of the CH 2024 GRAT. The Reporting Person has no pecuniary interest in or voting or investment control over the shares of Class A Common Stock held by the CH 2024 GRAT and disclaims beneficial ownership of such shares. This filing is not an admission or acknowledgment that the Reporting Person is the beneficial owner of such shares.
F5	Each restricted stock unit represents a contingent right to receive one share of Class A common stock.
F6	The restricted stock unit award vests as to one-third of the shares underlying the award on each of the first three anniversaries of the grant date, beginning on October 26, 2025, subject to continued service through the applicable vesting date.