Form 4: GoodRx Director Agnes Rey-Giraud Granted Over 57,000 Deferred Stock Units

GoodRx Holdings, Inc. Director Agnes Rey-Giraud was granted 57,050 deferred stock units, increasing her total beneficial ownership to 160,667 Class A common shares.

Summary

• Agnes Rey-Giraud, a Director at GoodRx Holdings, Inc. (GDRX), acquired 57,050 Class A Common Stock in the form of deferred stock units (DSUs) on June 3, 2025.
• Each deferred stock unit represents a contingent right to receive one share of Class A common stock.
• The DSUs were granted at a price of $0, indicating they are part of a compensation or incentive plan.
• Following this transaction, Ms. Rey-Giraud's direct beneficial ownership of Class A Common Stock increased to 160,667 shares.
• The deferred stock units are subject to vesting conditions, specifically on the earlier of the one-year anniversary of June 3, 2025, or the date of the 2026 Annual Meeting of Stockholders, contingent on continued service.
• Settlement of the deferred stock units will occur on the earliest of December 31, 2030, Separation from Service, a Change in Control, death, or Disability, as defined under the GoodRx Holdings, Inc. Deferred Compensation Plan for Directors.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While it's a routine compensation grant, the increase in a director's beneficial ownership through equity awards generally signals continued commitment and alignment with shareholder interests. It does not, however, provide direct insight into operational performance or future financial results.

Positives

• The acquisition of 57,050 deferred stock units by a director aligns management's interests with shareholders, as the value of these units is tied to the company's stock performance.
• The grant of DSUs at a $0 price indicates a compensation or incentive award, which is a common practice to retain and motivate key personnel.

Future Outlook

The deferred stock units granted to Director Agnes Rey-Giraud are scheduled to vest on the earlier of the one-year anniversary of June 3, 2025, or the date of the 2026 Annual Meeting of Stockholders, subject to her continued service. The settlement of these units is tied to specific future events, including December 31, 2030, separation from service, a change in control, death, or disability.

Industry Context

This Form 4 filing reflects a routine equity compensation grant to a director, a common practice across various industries, including the healthcare technology sector where GoodRx operates. Such grants are designed to align the interests of company leadership with long-term shareholder value.

Comparison to Industry Standards

• The grant of deferred stock units (DSUs) as part of director compensation is a standard practice in publicly traded companies, including those in the healthcare technology and pharmaceutical discount sectors.
• The vesting schedule tied to continued service and future events (like annual meetings or specific dates) is typical for long-term incentive plans across industries, aiming to retain talent and incentivize performance.
• The $0 price for the acquired securities is standard for equity grants that are part of a compensation package, rather than a direct purchase on the open market.

Related Party Transactions

• The grant of deferred stock units to a director is a form of compensation and can be considered a related party transaction, as it involves the company providing equity to a member of its board.

Stakeholder Impact

• Shareholders: The grant of DSUs to a director aligns management's long-term interests with shareholder value, as the director's compensation is tied to the company's stock performance.
• Employees: While not directly impacting all employees, such grants are part of a broader compensation philosophy that can influence employee morale and retention strategies.

Next Steps

• The deferred stock units are expected to vest on the earlier of June 3, 2026, or the date of the 2026 Annual Meeting of Stockholders.
• The deferred stock units are expected to settle on the earliest of December 31, 2030, separation from service, a change in control, death, or disability.

Key Dates

Keywords

GoodRx Holdings, GDRX, SEC Form 4, Insider Transaction, Deferred Stock Units, DSU, Equity Grant, Director Compensation, Beneficial Ownership