Form 4: GoodRx Director Hirsch Acquires 10,950 DSUs

GoodRx Holdings, Inc. Director Douglas Joseph Hirsch reported the acquisition of 10,950 deferred stock units under a Rule 10b5-1 plan.

Summary

• Douglas Joseph Hirsch, a Director at GoodRx Holdings, Inc. (GDRX), acquired 10,950 Class A Common Stock in the form of deferred stock units on January 1, 2026.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged, non-discretionary transaction.
• These deferred stock units will vest in substantially equal monthly installments starting January 31, 2026, and concluding on December 31, 2026, contingent on continued service.
• Settlement of the deferred stock units will occur on the earliest of December 31, 2029, separation from service, a change in control, death, or disability.
• Following this transaction, Mr. Hirsch directly beneficially owns 242,860 shares of Class A Common Stock.
• Indirect beneficial ownership includes 543,377 shares via DH 2024-2 GRAT and 2,089,343 shares via DH 2025 GRAT, where Mr. Hirsch serves as the sole trustee and annuitant.
• An additional 1 share is indirectly owned by his spouse.
• Mr. Hirsch disclaims beneficial ownership of shares held by CH 2024-2 GRAT (543,377 shares) and CH 2025 GRAT (2,089,343 shares), where his spouse is the sole trustee and annuitant.

Sentiment

Score: 6

Explanation: The acquisition of deferred stock units by a director is generally a positive signal of continued alignment with company performance, though the $0 price indicates it's compensation rather than an open market purchase. The transaction being under a 10b5-1 plan suggests it's pre-scheduled and not based on immediate insider information.

Positives

• Director Douglas Joseph Hirsch acquired 10,950 deferred stock units, indicating continued alignment of management interests with shareholder value.
• The acquisition was made under a Rule 10b5-1(c) plan, suggesting a pre-planned, non-discretionary transaction rather than one based on immediate market timing.

Negatives

• The deferred stock units were acquired at a price of $0, indicating they are likely part of a compensation package rather than an open market purchase, which might otherwise signal stronger conviction.

Future Outlook

NA

Industry Context

This filing reflects a routine insider transaction for a director's equity compensation at GoodRx Holdings, Inc., a digital healthcare platform. Such transactions are common across the technology and healthcare sectors as part of executive compensation and retention strategies, aiming to align management incentives with long-term company performance.

Related Party Transactions

• Indirect beneficial ownership includes shares held by DH 2024-2 GRAT and DH 2025 GRAT, where the reporting person is the sole trustee and annuitant.
• Indirect beneficial ownership also includes shares held by CH 2024-2 GRAT and CH 2025 GRAT, where the reporting person's spouse is the sole trustee and annuitant. The reporting person has no pecuniary interest in or voting or investment control over these shares and disclaims beneficial ownership.

Stakeholder Impact

• Shareholders: The acquisition of deferred stock units by a director aligns management's interests with long-term shareholder value, as the value of these units is tied to the company's stock performance.
• Employees: The vesting schedule tied to continued service reinforces retention incentives for key personnel.

Next Steps

• Deferred stock units will vest in substantially equal monthly installments beginning January 31, 2026, and ending December 31, 2026.
• Deferred stock units will settle on the earliest of December 31, 2029, separation from service, a change in control, death, or disability.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-scheduled grant of deferred stock units to a director as part of their compensation. While it indicates continued alignment of interests, it does not provide new fundamental information about the company's operational or financial performance that would warrant a change in investment recommendation. It's a standard disclosure for executive compensation.

Keywords

GoodRx Holdings, GDRX, SEC Form 4, Insider Transaction, Deferred Stock Units, DSU, Douglas Joseph Hirsch, Director, Equity Compensation, Rule 10b5-1, Beneficial Ownership