SCHEDULE 13D/A: GoodRx Holdings to Repurchase $42 Million in Class A Shares from Francisco Partners

GoodRx Holdings, Inc. has entered into an agreement to repurchase 10 million Class A shares from Francisco Partners for $42 million, reducing Francisco Partners' beneficial ownership to 36%.

Summary

• GoodRx Holdings, Inc. (the "Issuer") has entered into a Stock Purchase Agreement with Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (the "Selling Stockholders").
• Under the agreement, the Issuer will repurchase an aggregate of 10,000,000 Class A Common Stock shares from the Selling Stockholders.
• The net proceeds to the Selling Stockholders from this repurchase will be $42,000,000.
• The Stock Purchase Agreement was executed on March 16, 2025, and the transaction is expected to close on March 21, 2025.
• Following the repurchase, the Francisco Partners group (Francisco Partners GP IV, L.P., Francisco Partners GP IV Management Limited, and Francisco Partners Management, L.P.) will collectively beneficially own 60,078,184 Class A Shares.
• This post-repurchase ownership represents 36% of the total Class A Shares outstanding, calculated based on an assumed 166,818,512 Class A Shares outstanding.
• The assumed total Class A Shares outstanding includes 106,740,328 Class A Shares reported as of February 18, 2025, and 60,078,184 Class B Shares held by the Reporting Persons that are convertible to Class A Shares on a one-to-one basis.

Sentiment

Score: 6

Explanation: The document reports a significant share repurchase, which can be positive for remaining shareholders by reducing share count and potentially increasing EPS. For the selling party, it's a liquidity event. The transaction itself is neutral to slightly positive, as it's a planned capital allocation/exit, but lacks broader operational or financial performance details to assess overall company health.

Positives

• For GoodRx: The share repurchase can reduce the number of outstanding shares, potentially leading to an increase in earnings per share (EPS) for remaining shareholders.
• For Francisco Partners: The transaction provides a significant liquidity event, allowing them to realize $42 million from their investment in GoodRx Holdings, Inc.

Negatives

• For GoodRx: The $42 million used for the repurchase will reduce the company's cash reserves, which could otherwise be allocated to growth initiatives, debt reduction, or other strategic investments.
• For Francisco Partners: The sale reduces their overall ownership stake and potential future influence in GoodRx Holdings, Inc.

Future Outlook

The document is a Schedule 13D amendment reporting a change in beneficial ownership due to a share repurchase. It does not contain forward-looking statements or guidance regarding the Issuer's future operational or financial performance.

Industry Context

This transaction reflects a common strategy for private equity firms like Francisco Partners to partially exit or monetize their investments in publicly traded companies. For GoodRx, a share repurchase can be seen as a capital allocation decision, potentially signaling management's belief that the stock is undervalued or a way to return capital to shareholders. In the healthcare technology and digital health sector, such repurchases can also be a sign of a maturing company shifting from pure growth to shareholder returns.

Comparison to Industry Standards

• This document details a specific share repurchase transaction from a major shareholder, rather than operational results, so direct comparisons to specific companies or projects are not provided within the filing.
• Share repurchases are a standard capital allocation tool used across various industries, including healthcare technology, to manage capital structure and return value to shareholders.

Related Party Transactions

• The share repurchase is a related party transaction, as Francisco Partners is a significant shareholder and part of a group with other stockholders (Idea Men, LLC, Spectrum Equity, Silver Lake affiliates) acting as a group.

Stakeholder Impact

• Shareholders (remaining): Potential positive impact due to reduced share count, which can lead to higher earnings per share and potentially increased stock price.
• Selling Stockholders (Francisco Partners): Realization of $42 million in proceeds, providing liquidity for their investment.
• Company (GoodRx): Reduction in cash reserves by $42 million, which could impact future investment capacity or financial flexibility.

Next Steps

• Closing of the March 2025 Francisco Partners Repurchase on March 21, 2025.

Key Dates

Keywords

GoodRx Holdings, Francisco Partners, Share Repurchase, Stock Purchase Agreement, Class A Common Stock, Beneficial Ownership, SEC Filing, Schedule 13D, Private Equity Exit, Shareholder Update