Form 4: GoodRx Director Scott Wagner Reports Acquisition of Deferred Stock Units

GoodRx Holdings, Inc. Director Scott Wagner has reported the acquisition of 57,050 Class A common stock equivalent deferred stock units, increasing his beneficial ownership.

Summary

• Scott Wagner, a Director of GoodRx Holdings, Inc. (GDRX), reported the acquisition of 57,050 Class A Common Stock equivalent deferred stock units (DSUs) on June 3, 2025.
• The transaction was reported with a price of $0, indicating a grant rather than a direct purchase of shares.
• Each deferred stock unit represents a contingent right to receive one share of Class A common stock.
• These DSUs are scheduled to vest in full on the earlier of the one-year anniversary of June 3, 2025, or the date of the 2026 Annual Meeting of Stockholders, contingent upon continued service.
• The settlement of these deferred stock units will occur on the earliest of December 31, 2030, separation from service, a change in control, death, or disability.
• Following this reported transaction, Mr. Wagner's beneficial ownership includes 182,204 shares held directly and 182,900 shares held indirectly through the Wagner Family Trust.

Sentiment

Score: 6

Explanation: The acquisition of deferred stock units by a director is generally viewed as a positive sign of alignment with shareholder interests, though it's a routine compensation event rather than a direct open-market purchase, thus leading to a moderately positive sentiment.

Positives

• The acquisition of deferred stock units by a director aligns their financial interests with those of shareholders, potentially indicating confidence in the company's long-term prospects.
• The vesting schedule for the DSUs encourages the director's continued commitment and service to the company.

Risks

• The ultimate value of the deferred stock units is dependent on the future market performance of GoodRx's Class A common stock.
• Vesting of the DSUs is subject to the director's continued service, meaning the shares will not be received if service is terminated before the vesting date.

Future Outlook

The deferred stock units granted to the director are designed to vest and settle in the future, aligning the director's long-term interests with the company's performance. Vesting is anticipated by mid-2026, with settlement expected by the end of 2030 or earlier under specific triggering conditions such as separation from service or a change in control.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction for a director of a publicly traded healthcare technology company. Such equity grants are a common component of executive and director compensation packages across various industries, including healthcare tech, aimed at aligning leadership interests with shareholder value.

Comparison to Industry Standards

• The granting of deferred stock units (DSUs) or restricted stock units (RSUs) to non-employee directors is a standard compensation practice among public companies, including those in the healthcare technology sector.
• The specified vesting schedule (one year or next annual meeting) is typical for director equity awards, promoting retention and long-term alignment.
• The settlement conditions for the DSUs (e.g., separation from service, change in control, specific future date) are common provisions found in deferred compensation plans for directors in line with industry norms.

Related Party Transactions

• The document discloses indirect beneficial ownership of 182,900 shares by the Wagner Family Trust, where the reporting person (Scott Wagner) and his spouse serve as trustees and are among the sole beneficiaries. This is a standard disclosure for insider holdings through family trusts.

Stakeholder Impact

• Shareholders: The grant of DSUs to a director aligns their interests with shareholders, as the value of the compensation is directly tied to the company's stock performance, potentially encouraging decisions that enhance shareholder value.
• Employees: This filing does not indicate any direct impact on the broader employee base.

Next Steps

• Continued service of Scott Wagner through the specified vesting period.
• Vesting of the 57,050 deferred stock units on the earlier of June 3, 2026, or the 2026 Annual Meeting of Stockholders.
• Settlement of the vested deferred stock units by December 31, 2030, or upon specific triggering events as defined in the plan.

Key Dates

Keywords

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