SCHEDULE: Francisco Partners Adjusts GoodRx Holdings Stake

Francisco Partners entities report an amendment to their Schedule 13D, detailing conversions and distributions of Class B to Class A common stock, resulting in a revised beneficial ownership percentage.

Summary

• This filing is an amendment (Amendment No. 3) to a Schedule 13D concerning shares of Class A Common Stock of GoodRx Holdings, Inc.
• The amendment details the conversion of Class B Shares to Class A Shares and subsequent in-kind distributions of Class A Shares by Francisco Partners entities (Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P.) to their partners.
• On August 20, 2026, these entities converted a total of 7,500,000 Class B Shares into Class A Shares.
• Following the conversion, 4,738,905 Class A Shares were distributed in-kind to partners, and 2,743,043 Class A Shares were sold for approximately $9.68 million.
• The reporting persons, collectively, now hold a reduced percentage of beneficial ownership in GoodRx Holdings, Inc. after these transactions.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as neutral to slightly negative, primarily reflecting a change in beneficial ownership and distribution of shares rather than a fundamental shift in the company's operational or financial performance.

Positives

• The distribution and sale of shares by Francisco Partners entities indicate liquidity and potential realization of investment gains.
• The sale of 2,743,043 Class A Shares generated aggregate proceeds of $9,678,731.4997, providing capital for distribution to partners.

Negatives

• The filing reflects a reduction in the overall beneficial ownership percentage of the reporting persons, potentially signaling a shift in their investment strategy or a partial exit.
• The conversion and distribution of shares, followed by a sale, could be interpreted as a move to reduce exposure to the company's stock.

Risks

• The filing does not explicitly mention any new risks or changes to existing risk factors for GoodRx Holdings, Inc.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from GoodRx Holdings, Inc. It primarily details past transactions and ownership adjustments by Francisco Partners entities.

Management Comments

• The reporting persons disclaim beneficial ownership of shares held by other Stockholders, as they are not the subject of this Schedule 13D.
• Voting and disposition decisions for shares held by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. are made by an investment committee at Francisco Partners Management, L.P.

Industry Context

StockSavvy.ai notes that this filing pertains to a significant investment firm adjusting its holdings in a digital health company. Such adjustments are common in the private equity and venture capital landscape, reflecting portfolio management strategies.

Related Party Transactions

• Distribution of Class A Shares from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. to their respective general partner and limited partners, and further distribution by such entities to their ultimate direct or indirect partners.

Stakeholder Impact

• Shareholders: The reduction in beneficial ownership by a major investor like Francisco Partners could be perceived by the market, potentially influencing share price or investor sentiment.
• Partners of Francisco Partners entities: These partners benefit from the in-kind distribution of Class A Shares and the proceeds from the sale of shares.

Next Steps

• The filing does not outline specific next steps for GoodRx Holdings, Inc. It details actions taken by Francisco Partners entities.

Key Dates

Keywords

GoodRx Holdings, Schedule 13D, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Francisco Partners, Share Conversion, Share Distribution