GoodRx Holdings, Inc.GDRX
GoodRx Holdings, Inc. Stock Compensation Disclosure
Stock-Based Compensation
Employee Equity Incentive Plans
Our Board or its compensation committee is authorized to grant stock-based awards under an approved equity
incentive plan adopted in 2020 (the “2020 Plan”), which may be issued as awards covering either Class A or Class B
common stock. Notwithstanding anything to the contrary in the 2020 Plan, no more than 300.0 million shares of common
stock (either Class A or Class B common stock) may be issued pursuant to the exercise of incentive stock options under the
2020 Plan.
The number of shares available for issuance under the 2020 Plan will increase annually on the first day of each
calendar year beginning January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i) 5% of the
aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately
preceding calendar year and (ii) such smaller number of shares as is determined by our Board.
At December 31, 2025, 83.6 million shares were available for issuance under the 2020 Plan.
We also allow our employees to participate in a stockholder-approved employee stock purchase plan ("ESPP"). The
stock-based compensation cost related to ESPP is not material to our consolidated financial statements. At December 31,
2025, 27.5 million shares were available for issuance under the ESPP.
Stock Options
Stock options granted for newly-hired employees generally vest as to 25% of the total award on the first anniversary of
the employment start date, and thereafter ratably quarterly over the remaining three-year period. Annual refresh stock option
grants for employees generally vest quarterly over a four-year period. In limited circumstances, stock option grants to senior
level executives may have early exercise rights and shorter vesting terms than the aforementioned. All stock options have a
ten-year term. Stock options granted do not include any forfeitable or non-forfeitable dividend equivalent rights.
In April 2023, our Board appointed Scott Wagner as our Interim Chief Executive Officer. In May 2023, our Board granted
Mr. Wagner a stock option award covering 3.0 million shares of our Class A common stock with a grant date fair value of
$9.6 million that vests in twelve equal monthly installments. In March 2024, our Board granted Mr. Wagner a stock option
award covering 0.9 million shares of our Class A common stock with a grant date fair value of $4.0 million that vests in eight
equal monthly installments. As of December 31, 2024, all stock option awards of Mr. Wagner were fully vested and
exercisable.
In December 2024, our Board appointed Wendy Barnes as our Chief Executive Officer and President, effective January
1, 2025, succeeding Mr. Wagner. In connection with her appointment, Ms. Barnes, among other compensation, received a
stock option award covering 2.8 million shares of our Class A common stock with a grant date fair value of $9.0 million. The
stock option award is early exercisable and vests with respect to 25% of the total award on January 15, 2026, and thereafter
quarterly over the remaining three-year period.
A summary of the stock option activity is as follows:
(in thousands, except per share amounts and term information) | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||
Outstanding at December 31, 2024 | 21,115 | $7.32 | 7.2 years | $1,290 | |||
Granted | 10,484 | 4.58 | |||||
Exercised | (41) | 1.46 | 127 | ||||
Expired / Cancelled / Forfeited | (6,005) | 7.01 | |||||
Outstanding at December 31, 2025 | 25,553 | $6.28 | 7.3 years | $513 | |||
Exercisable at December 31, 2025 | 14,345 | $7.22 | 6.2 years | $513 |
The weighted average grant date fair value per share of stock options granted for the years ended December 31, 2025,
2024, and 2023 was $3.01, $4.75, and $3.70, respectively. The aggregate intrinsic value of options exercised for the years
ended December 31, 2025, 2024, and 2023 was $0.1 million, $8.0 million, and $5.8 million, respectively. The fair value of
stock options that vested during the years ended December 31, 2025, 2024, and 2023 was $17.3 million, $26.2 million, and
$28.8 million, respectively.
All stock options outstanding at December 31, 2025 were options to purchase shares of Class A common stock. The fair
value of option awards issued with service or performance vesting conditions are estimated on the grant date using the
Black-Scholes option pricing model. The following table summarizes the assumptions used:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Risk-free interest rate | 3.7% - 4.1% | 3.7% - 4.6% | 3.4% - 4.4% | ||
Expected term | 6.0 - 6.1 years | 5.2 - 6.3 years | 5.2 - 6.1 years | ||
Expected stock price volatility | 69% - 79.0% | 65% - 72.5% | 70% - 77.5% | ||
Dividend yield | — | — | — | ||
For the years ended December 31, 2025, 2024, and 2023, the stock-based compensation expense related to stock
options was $19.6 million, $25.7 million, and $26.1 million, respectively. At December 31, 2025, there was $33.0 million of
total unrecognized stock-based compensation cost related to stock options, which is expected to be recognized over a
weighted average remaining service period of 2.8 years.
Restricted Stock Units
A summary of the Restricted Stock Unit activity is as follows:
(in thousands, except per share amounts) | Restricted Stock Units for Class A Common Stock | Weighted Average Grant Date Fair Value | |
Outstanding at December 31, 2024 | 22,369 | $7.22 | |
Granted | 19,918 | 4.47 | |
Vested | (10,264) | 6.70 |
Forfeited | (6,819) | 5.91 | |
Outstanding at December 31, 2025 | 25,204 | $5.61 |
For the years ended December 31, 2025, 2024, and 2023, the fair value of RSUs that vested was $68.6 million, $130.4
million, and $137.5 million, respectively.
Restricted Stock Units for Class A Common Stock
RSUs granted for newly-hired employees generally vest as to 25% of the total award on the first anniversary of the
employment start date, and thereafter ratably quarterly over the remaining three-year period. Annual refresh RSUs granted
to employees generally vest quarterly over a four-year period. In limited circumstances, RSU grants to senior level
executives may have shorter vesting terms than the aforementioned.
For the years ended December 31, 2025, 2024, and 2023, total stock-based compensation expense related to RSUs
was $56.4 million, $68.0 million, and $57.0 million, respectively. At December 31, 2025, there was $118.5 million of total
unrecognized stock-based compensation cost related to these RSUs, which is expected to be recognized over a weighted
average remaining service period of 2.6 years.
Restricted Stock Units for Class B Common Stock
In September 2020, our Board granted RSUs covering an aggregate of 24.6 million shares of Class B common stock to
our Co-Founders (the “Founders Awards”), subject to the completion of our initial public offering and continued employment
through the applicable vesting dates. Each of our Co-Founders received (i) 8.2 million RSUs that vest based on the
achievement of certain stock price goals and the settlement of shares is to be deferred by three-years from the applicable
vesting date (the “Performance-Vesting Founders Awards”) and (ii) 4.1 million RSUs that vest and settle in equal quarterly
installments over four years (the “Time-Vesting Founders Awards”), subject to certain vesting acceleration terms including to
satisfy certain tax withholding obligations at the time of vesting. The grant date fair value of these awards totaled $533.3
million, of which $213.5 million related to the Time-Vesting Founders Awards and $319.8 million related to the Performance-
Vesting Founders Awards.
All of the Performance-Vesting Founders Awards vested in October 2020 and we settled 0.7 million RSUs to satisfy
certain tax withholding obligations at that time. At the time of vesting, the remaining 15.7 million vested shares were
contingently issuable where there was no circumstance under which those shares would not be issued. In October 2023, we
net settled the remaining 15.7 million vested shares and remitted cash consideration of $44.5 million on behalf of our Co-
Founders to the relevant tax authorities to satisfy income tax withholding obligations. We withheld an aggregate of 8.1
million shares of our Class B common stock and delivered an aggregate of 7.6 million shares of our Class B common stock
to our Co-Founders to net settle the award which was automatically converted to an equivalent number of shares of Class A
common stock on the settlement date.
During the years ended December 31, 2024 and 2023, we recognized $4.4 million and $20.5 million of stock-based
compensation expense, respectively, related to the Founders Awards. Stock-based compensation expense related to the
Founders Awards was fully recognized as of December 31, 2024About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.