Form 4: GoodRx Director Scott Wagner Acquires Deferred Stock Units

GoodRx Holdings Director Scott Wagner acquired 3,065 deferred stock units, increasing his direct beneficial ownership.

Summary

• Scott Wagner, a Director of GoodRx Holdings, Inc. (GDRX), acquired 3,065 Class A Common Stock in the form of deferred stock units (DSUs).
• The transaction occurred on October 31, 2025, and the DSUs were acquired at a price of $0, indicating they are part of a compensation package.
• These deferred stock units will vest in substantially equal monthly installments beginning on November 30, 2025, and concluding on December 31, 2025, contingent upon continued service.
• Settlement of the DSUs will take place 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.
• Following this transaction, Scott Wagner directly beneficially owns 185,269 Class A Common Stock.
• He also indirectly beneficially owns 182,900 Class A Common Stock through the Wagner Family Trust, where he and his spouse serve as trustees and beneficiaries.

Sentiment

Score: 7

Explanation: The acquisition of deferred stock units by a director, even as compensation, generally indicates continued alignment with company performance and long-term commitment, which is a moderately positive signal.

Positives

• Director Scott Wagner's acquisition of 3,065 deferred stock units aligns his interests with shareholders, demonstrating continued commitment to GoodRx Holdings, Inc.

Future Outlook

The deferred stock units are set to vest between November 30, 2025, and December 31, 2025, and will settle by December 31, 2030, or earlier upon specific events such as separation from service, a change in control, death, or disability.

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation, which is a common practice across various industries to align management incentives with shareholder interests. It does not provide broader industry-specific trends or competitive insights.

Corporate Governance

Related Party Transactions

• Scott Wagner indirectly beneficially owns 182,900 Class A Common Stock through the Wagner Family Trust, where he and his spouse serve as trustees and beneficiaries.

Stakeholder Impact

• Shareholders: The acquisition of deferred stock units by a director can be viewed as a positive signal of management's alignment with shareholder interests, as the value of these units is tied to the company's stock performance over time.

Next Steps

• Continued service by Scott Wagner through the vesting period (November 30, 2025, to December 31, 2025) for the deferred stock units to fully vest.
• Settlement of the deferred stock units on the earliest of the specified events, including December 31, 2030, separation from service, change in control, death, or disability.

Key Dates

Keywords

GoodRx, GDRX, Scott Wagner, Director, Insider Trading, Form 4, Deferred Stock Units, DSU, Stock Acquisition, Beneficial Ownership