Form 4: GoodRx Director Douglas Hirsch Granted Over 57,000 Deferred Stock Units

GoodRx Holdings, Inc. Director Douglas Joseph Hirsch was granted 57,050 deferred stock units, increasing his direct beneficial ownership to 211,388 shares, with additional indirect holdings through grantor retained annuity trusts.

Summary

• Douglas Joseph Hirsch, a Director of GoodRx Holdings, Inc. (GDRX), was granted 57,050 Class A Common Stock in the form of deferred stock units on June 3, 2025.
• These deferred stock units were granted at a price of $0, indicating they are part of compensation or an equity award.
• Each deferred stock unit represents a contingent right to receive one share of Class A common stock.
• The units will vest 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, 2028, separation from service, a change in control, death, or disability.
• Following this transaction, Mr. Hirsch directly beneficially owns 211,388 Class A Common Stock.
• He also indirectly holds 2,632,721 Class A Common Stock through the CH 2024-2 GRAT (for which he disclaims beneficial ownership) and another 2,632,721 Class A Common Stock through the DH 2024-2 GRAT (where he is the sole trustee and annuitant).

Sentiment

Score: 7

Explanation: The grant of a significant number of deferred stock units to a director is generally a positive signal, indicating continued alignment of interests and confidence in the company's future. While it's a grant and not an open market purchase, it still increases insider ownership.

Positives

• A director receiving a significant grant of deferred stock units (57,050 shares) can be interpreted as a positive signal, indicating continued alignment of management's interests with shareholders.
• The grant at a $0 price suggests it's part of an incentive or compensation plan, reinforcing commitment.

Risks

• The vesting of the deferred stock units is subject to continued service, meaning the director must remain with the company to receive the shares.
• The value of the deferred stock units upon settlement is contingent on the future market price of GoodRx Class A Common Stock.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Indirect beneficial ownership of 2,632,721 Class A Common Stock through CH 2024-2 GRAT, where the Reporting Person's spouse serves as sole trustee and annuitant, and the Reporting Person disclaims beneficial ownership.
• Indirect beneficial ownership of 2,632,721 Class A Common Stock through DH 2024-2 GRAT, where the Reporting Person serves as sole trustee and annuitant.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders due to the equity grant.
• Employees: No direct impact mentioned, but continued service requirement for vesting implies stability in leadership.

Next Steps

• Vesting of 57,050 deferred stock units on the earlier of June 3, 2026, or the 2026 Annual Meeting of Stockholders, subject to continued service.
• Settlement of deferred stock units on the earliest of December 31, 2028, separation from service, change in control, death, or disability.

Key Dates

Recommendation

Keywords

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