Form 4: GoodRx 10% Owner Spectrum Equity Converts and Distributes Shares, Affiliated Funds Sell Portions

Spectrum Equity, a 10% owner of GoodRx Holdings, Inc., converted a significant block of Class B shares to Class A, subsequently distributing a large portion, while affiliated funds sold smaller amounts of Class A shares.

Summary

• Spectrum Equity VII, L.P., a 10% owner and director of GoodRx Holdings, Inc. (GDRX), converted 3,989,323 shares of Class B Common Stock into Class A Common Stock on July 2, 2025.
• Following the conversion, Spectrum Equity VII, L.P. distributed these 3,989,323 Class A shares pro rata to its general partner and limited partners for no consideration on July 2, 2025.
• Spectrum VII Investment Managers' Fund, L.P. converted 6,828 Class B shares to Class A shares on July 2, 2025, and subsequently sold these 6,828 Class A shares on July 3, 2025, at a weighted average price of $4.7978 per share.
• Spectrum VII Co-Investment Fund L.P. converted 3,849 Class B shares to Class A shares on July 2, 2025, and subsequently sold these 3,849 Class A shares on July 3, 2025, at a weighted average price of $4.7978 per share.
• After these transactions, Spectrum Equity VII, L.P. indirectly holds 14,865,346 Class B Common Stock, Spectrum VII Investment Managers' Fund, L.P. indirectly holds 25,445 Class B Common Stock, and Spectrum VII Co-Investment Fund L.P. indirectly holds 14,342 Class B Common Stock.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the sales of Class A shares by affiliated funds and the distribution of a large block of shares by the main reporting entity, which could imply a reduction in exposure or a portfolio rebalancing. However, the conversions are neutral, and the overall impact depends on the market's interpretation of these insider actions.

Positives

• The conversion of Class B to Class A shares simplifies the capital structure for the converted shares, potentially increasing liquidity for those specific shares.

Negatives

• Affiliated funds (Spectrum VII Investment Managers' Fund, L.P. and Spectrum VII Co-Investment Fund L.P.) sold a total of 10,677 Class A shares, which could be perceived as a negative signal from a significant shareholder.
• Spectrum Equity VII, L.P. distributed 3,989,323 Class A shares, indicating a reduction in its direct or indirect holding of those specific Class A shares, though it retains significant Class B holdings.

Risks

• Sales by a 10% owner and director group could signal a lack of confidence or a strategic portfolio rebalancing, potentially putting downward pressure on the stock price.
• The distribution of a large block of shares could lead to increased selling pressure if the recipients decide to liquidate their holdings.

Future Outlook

NA

Industry Context

This Form 4 filing details specific insider transactions by a significant shareholder and director group of GoodRx Holdings, Inc. It does not provide broader industry context or trends, focusing solely on changes in beneficial ownership.

Related Party Transactions

• Spectrum Equity VII, L.P. made a pro rata distribution of 3,989,323 Class A shares to its general partner and limited partners for no consideration. This is a transaction between related parties (the fund and its partners).

Stakeholder Impact

• Shareholders: The sale of shares by a significant owner and director group could be interpreted negatively by existing shareholders, potentially leading to downward pressure on the stock price. The distribution of shares could also increase the float and potential selling pressure.

Next Steps

• The reporting persons undertake to provide full information regarding the number of shares sold at each separate price within the reported range upon request to the Issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

Keywords

GoodRx Holdings, GDRX, SEC Form 4, Insider Trading, Stock Conversion, Share Distribution, Equity Sales, Spectrum Equity, 10% Owner, Class A Common Stock, Class B Common Stock