Form 4: GoodRx Chief Accounting Officer Plans RSU Conversion

GoodRx's Chief Accounting Officer, Romin Nabiey, reported planned future transactions involving the exercise of restricted stock units and subsequent sale of shares for tax withholding.

Summary

• Romin Nabiey, Chief Accounting Officer of GoodRx Holdings, Inc. (GDRX), filed a Form 4 indicating planned transactions under a Rule 10b5-1 plan.
• On December 8, 2025, Nabiey plans to acquire 10,200 shares of Class A Common Stock through the exercise of restricted stock units (RSUs).
• Following this, 3,650 shares of Class A Common Stock are planned to be disposed of at a price of $2.71 per share to cover tax obligations.
• Additionally, on December 8, 2025, Nabiey plans to acquire another 2,232 shares of Class A Common Stock through the exercise of RSUs.
• Subsequently, 799 shares of Class A Common Stock are planned to be disposed of at a price of $2.71 per share for tax withholding.
• After these planned transactions, Nabiey's direct beneficial ownership of Class A Common Stock is expected to be 165,475 shares.
• The first RSU award of 10,200 units vested 6.25% on December 8, 2022, with the remaining 93.75% vesting in approximately equal quarterly installments over 15 quarters.
• The second RSU award of 2,232 units will vest 6.25% on June 8, 2024, with the remaining 93.75% vesting in approximately equal quarterly installments over 15 quarters.
• Following the planned conversions, Nabiey will beneficially own 30,603 unexercised Restricted Stock Units from the first award and 20,091 unexercised Restricted Stock Units from the second award.

Sentiment

Score: 5

Explanation: The filing reports routine, pre-planned insider transactions related to equity compensation, which are neutral in sentiment and do not indicate any significant positive or negative developments for the company.

Positives

• The planned exercise of restricted stock units indicates the vesting of equity compensation, a routine part of executive compensation.

Negatives

• The planned sale of shares for tax withholding purposes is a common and necessary action for executives receiving equity compensation and does not necessarily reflect a negative outlook on the company.

Future Outlook

The filing primarily details planned insider transactions under a Rule 10b5-1 plan and does not provide specific forward-looking statements or guidance regarding the company's future performance.

Industry Context

Insider transactions, particularly the exercise of vested equity awards and subsequent sales for tax purposes, are routine events in publicly traded companies, especially in the technology and healthcare sectors where equity compensation is prevalent. These transactions are often pre-scheduled under Rule 10b5-1 plans to avoid accusations of trading on material non-public information.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as a form of equity compensation is a standard practice across many industries, including technology and healthcare, aligning executive incentives with shareholder value.
• The establishment of a Rule 10b5-1 trading plan for planned transactions is a common corporate governance practice, providing an affirmative defense against insider trading allegations and promoting transparency.
• The sale of shares to cover tax obligations upon the vesting or exercise of equity awards is a routine and expected event for executives, consistent with practices at comparable companies.

Stakeholder Impact

• Shareholders: The transactions represent a routine change in insider ownership, with a minor increase in the public float due to the exercise of RSUs and a minor decrease due to tax-related sales. This is generally not expected to have a significant impact on existing shareholders.
• Employees: The report highlights the company's use of equity compensation, which can be a positive for employee retention and motivation, aligning employee interests with company performance.

Next Steps

• The remaining 93.75% of the first RSU award will continue to vest in approximately equal quarterly installments for 15 quarters following December 8, 2022.
• The remaining 93.75% of the second RSU award will continue to vest in approximately equal quarterly installments for 15 quarters following June 8, 2024.

Key Dates

Keywords

GoodRx, GDRX, Romin Nabiey, Form 4, insider transaction, restricted stock unit, RSU, equity compensation, beneficial ownership, 10b5-1 plan