10-Q: GoodRx Q2 2025: Profit Rises Amidst Pharmacy Headwinds

Sentiment:

Quarterly Report


GoodRx reports increased net income and Adjusted EBITDA in Q2 2025, despite declines in prescription transactions and subscription revenue due to retail pharmacy landscape changes.

Worse than expectedMonthly Active Consumers decreased by 14% year-over-year in Q2 2025 and 9% in H1 2025, indicating a significant decline in core user engagement.Prescription transactions revenue, the largest revenue segment, decreased by 3% in Q2 2025 and remained relatively flat in H1 2025, failing to grow despite overall revenue increases.Subscription revenue decreased by 7% in both Q2 2025 and H1 2025, reflecting a decline in active subscription plans.The company explicitly estimates a $35.0 million to $40.0 million adverse impact on prescription transactions revenue in 2025 due to external factors, signaling ongoing challenges to a key revenue stream.

Summary

  • Revenue for the three months ended June 30, 2025, increased 1% year-over-year to $203.1 million.
  • Net income for the three months ended June 30, 2025, was $12.8 million, up from $6.7 million in the prior year period.
  • Adjusted EBITDA for the three months ended June 30, 2025, was $69.4 million, compared to $65.4 million in the prior year period.
  • Revenue for the six months ended June 30, 2025, increased 2% year-over-year to $406.0 million.
  • Net income for the six months ended June 30, 2025, was $23.9 million, up from $5.7 million in the prior year period.
  • Adjusted EBITDA for the six months ended June 30, 2025, was $139.2 million, compared to $128.2 million in the prior year period.
  • Monthly Active Consumers (MACs) for the three months ended June 30, 2025, decreased 14% year-over-year to 5.7 million.
  • Subscription plans as of June 30, 2025, were 668 thousand, down from 696 thousand as of June 30, 2024.
  • Pharma manufacturer solutions revenue increased 32% year-over-year in Q2 2025 and 25% in H1 2025.
  • Acquired substantially all assets and workforce of VCRx for $30.0 million in cash on January 13, 2025.
  • Estimated adverse impact to prescription transactions revenue from ongoing retail pharmacy landscape changes and volume reduction in an integrated savings program is $35.0 million to $40.0 million in 2025.

Sentiment

Score: 4

Explanation: While GoodRx demonstrated improved profitability with increased net income and Adjusted EBITDA, the underlying operational metrics show significant weakness. The 14% year-over-year decline in Monthly Active Consumers and the 3% drop in prescription transactions revenue in Q2 2025, along with the estimated $35-40 million adverse revenue impact for 2025 from pharmacy landscape changes, indicate substantial headwinds for the core business. The growth in pharma manufacturer solutions is a positive, and cost management efforts are evident, but the core consumer-facing prescription business is struggling. The ongoing legal proceedings and the denial of preliminary settlement approval for a major class action add uncertainty. Given the mixed signals – improved financial efficiency but declining user engagement and core revenue streams – the overall sentiment is cautious.

Positives

  • Net income significantly increased year-over-year for both the three months ($12.8 million vs. $6.7 million) and six months ($23.9 million vs. $5.7 million) ended June 30, 2025.
  • Adjusted EBITDA improved year-over-year for both periods, reaching $69.4 million in Q2 2025 and $139.2 million in H1 2025, indicating enhanced operational efficiency.
  • Pharma manufacturer solutions revenue demonstrated strong growth, increasing 32% in Q2 2025 and 25% in H1 2025, reflecting successful market penetration.
  • Sales and marketing expenses decreased by 9% in Q2 2025 and 8% in H1 2025, contributing to improved profitability.
  • General and administrative expenses decreased by 16% in H1 2025, partly due to lower legal settlement losses and stock-based compensation.
  • Interest expense decreased by 26% in Q2 2025 and 27% in H1 2025, driven by lower average debt balances and interest rates.
  • Launched the first condition-specific subscription program for erectile dysfunction in Q2 2025, with plans for expansion into additional conditions by year-end.

Negatives

  • Prescription transactions revenue decreased 3% year-over-year in Q2 2025 and remained relatively flat in H1 2025.
  • Monthly Active Consumers (MACs) declined significantly by 14% year-over-year in Q2 2025 and 9% in H1 2025.
  • Subscription revenue decreased by 7% year-over-year in both Q2 2025 and H1 2025.
  • The company's business has been adversely impacted by rapid changes in the U.S. retail pharmacy landscape, including store closures (e.g., Rite Aid, Walgreens) and the bankruptcy of a retail partner (Rite Aid), leading to PBM network removals and immediate cessation of associated claims volume.
  • Experienced a material volume reduction in one of its integrated savings programs, further impacting prescription transactions revenue.
  • Cash and cash equivalents decreased from $448.3 million at December 31, 2024, to $281.3 million at June 30, 2025.
  • Interest income decreased by 56% in Q2 2025 and 52% in H1 2025 due to lower average cash equivalents and interest rates.

Risks

  • Future results of operations and financial position may differ materially from predictions due to known and unknown factors.
  • Recent growth rates may not be sustainable or indicative of future growth.
  • Ability to achieve broad market education and change consumer purchasing habits.
  • Ability to attract, acquire, and retain consumers in a cost-effective manner.
  • Significant reliance on the prescription transactions offering and ability to expand other offerings.
  • Changes in medication pricing and the significant impact of pricing structures negotiated by industry participants.
  • Inability to control the categories and types of prescriptions for which savings or discounted prices can be offered.
  • Reliance on a limited number of industry participants, including pharmacy benefit managers (PBMs), pharmacies, and pharma manufacturers.
  • The competitive nature of the industry.
  • Risks related to pandemics, epidemics, or outbreaks of infectious disease.
  • Accuracy of estimates of the addressable market and other operational metrics.
  • Ability to respond to changes in the market for prescription pricing and to maintain and expand the use of GoodRx codes.
  • Ability to maintain positive perception of the platform or maintain and enhance the brand.
  • Risks related to any failure to maintain effective internal control over financial reporting.
  • Risks related to the use of social media, emails, text messages, and other messaging channels as part of the marketing strategy.
  • Dependence on information technology systems and those of third-party vendors, and risks related to any failure or significant disruptions thereof.
  • Risks related to government regulation of the internet, e-commerce, consumer data and privacy, information technology, and cybersecurity.
  • Risks related to the use of AI and machine learning in the business.
  • Risks related to a decrease in consumer willingness to receive correspondence or any technical, legal, or other restrictions to send such correspondence.
  • Risks related to any failure to comply with applicable data protection, privacy and security, advertising, and consumer protection laws, regulations, standards, and other requirements.
  • Ability to utilize net operating loss carryforwards and certain other tax attributes.
  • Risk that the company may be unable to realize expected benefits from restructuring and cost reduction efforts.
  • Ability to attract, develop, motivate, and retain well-qualified employees.
  • Risks related to the acquisition strategy.
  • Risks related to debt arrangements.
  • Interruptions or delays in service on apps or websites or any undetected errors or design faults.
  • Reliance on third-party platforms to distribute the platform and offerings, including software-as-a-service technologies.
  • Systems failures or other disruptions in the operations of these parties on which the company depends.
  • Risks related to climate change and the increasing focus on environmental sustainability and social initiatives.
  • Risks related to intellectual property.
  • Risks related to operating in the healthcare industry.
  • Risks related to the organizational structure.
  • Litigation related risks.
  • Ability to accurately forecast revenue and appropriately plan expenses in the future.
  • Risks related to general economic factors, natural disasters, or other unexpected events, including rising inflation, interest rates, and socio-political events.
  • Risks related to fluctuations in tax obligations and effective income tax rate.
  • Risks related to healthcare reform legislation and other proposed or future changes impacting the healthcare industry and healthcare spending.

Future Outlook

The company expects continued adverse impact on prescription transactions revenue and Monthly Active Consumers in the near term, with an estimated impact of $35.0 million to $40.0 million on prescription transactions revenue in 2025 due to ongoing retail pharmacy landscape changes. It plans to expand its condition-specific subscription programs into additional conditions before the end of 2025. The company believes that as insurance providers and government programs continue to shift cost burdens to consumers, its value proposition strengthens. Pharma manufacturer solutions are expected to grow as a percentage of total revenue in the near to medium term as services and capabilities expand.

Management Comments

  • Our mission is to help Americans save time and money when filling their medications.
  • To achieve this, we are building the leading consumer-focused digital healthcare platform in the United States.
  • We continue to believe that we are well positioned to grow our business over the long term.

Industry Context

The healthcare landscape is undergoing rapid transformation, characterized by rising copays on prescription medication, which increasingly shifts the cost burden to consumers. This trend is seen as strengthening GoodRx's value proposition. Conversely, the U.S. retail pharmacy sector is experiencing significant disruption, including widespread store closures by major chains like Rite Aid and Walgreens, and Rite Aid's bankruptcy. These changes have led to pharmacy benefit managers (PBMs) removing affected pharmacies from their networks, directly impacting GoodRx's claims volume and necessitating heightened renegotiations between pharmacies and PBMs over reimbursement models. Additionally, recent legislative changes, such as the budget bill passed in July 2025, which cuts federal funding for Medicaid and tightens eligibility requirements, could further influence healthcare spending and consumer behavior.

Comparison to Industry Standards

  • No specific comparable companies, projects, or results are listed in the filing for direct comparison to industry standards or global benchmarks.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Stock Repurchase Program AuthorizationThe Board of Directors approved a new stock repurchase program on February 27, 2024, authorizing the repurchase of up to an aggregate of $450.0 million of Class A common stock with no expiration date.2024-02-27This program allows for continued capital return to shareholders and provides flexibility for managing share count, with related party repurchases approved by the Board and its Audit and Risk Committee.

Legal Proceedings

  • **Consumer Privacy Class Action (NDCA Class Action Matter)**: A consolidated class action lawsuit alleging inadequate consumer privacy protection and communication of consumer information to third parties. A proposed settlement of $25.0 million was entered into on November 25, 2024, but the court denied preliminary approval on June 12, 2025, with leave to refile.
  • **Consumer Privacy Class Action (SDFL Class Action Matter)**: A class action complaint with similar claims, which had a proposed settlement of $13.0 million that received preliminary approval on October 31, 2023. This matter was voluntarily dismissed with prejudice on December 3, 2024.
  • **Securities Class Action**: Filed April 22, 2024, alleging violations of the Exchange Act for failure to disclose risks related to a grocery chain impacting discounted pricing. The court granted a motion to dismiss without prejudice and with leave to amend on April 23, 2025.
  • **Derivative Lawsuits**: Filed between May 23, 2024, and November 6, 2024, purportedly on behalf of the company against current and former executive officers and directors, asserting claims including breach of fiduciary duty and corporate waste. These cases were consolidated and stayed pending the resolution of the securities class action's motion to dismiss.
  • **Consumer State Litigations (Arkansas)**: A lawsuit filed May 28, 2024, alleging violation of an Arkansas statute regarding health-related discount cards. A motion to dismiss was denied on December 2, 2024, and the Arkansas Attorney General moved to intervene on May 9, 2025.
  • **Consumer State Litigations (Minnesota)**: A lawsuit filed June 11, 2024, alleging violation of a Minnesota statute regarding health-related discount cards. A motion to dismiss was denied on December 17, 2024.
  • **Arbitration Award (GoodRx as plaintiff)**: GoodRx initiated arbitration against Famulus Health, LLC for breach of agreement. An arbitration award was rendered on February 15, 2024, including damages and a permanent injunction. The court confirmed the award (as modified) on September 11, 2024, and a writ of execution was issued on October 16, 2024.

Related Party Transactions

  • In March 2024, repurchased 20.9 million shares of Class A common stock from related parties, Francisco Partners and Spectrum, for an aggregate consideration of $151.4 million. This was at a discount from the closing share price of $7.57 on the transaction execution date.
  • In March 2025, repurchased 20.0 million shares of Class A common stock from related parties, Francisco Partners, Idea Men, LLC, and Spectrum, for an aggregate consideration of $84.9 million. This was at a discount from the closing share price of $4.42 as of the last trading day prior to the execution date.

Stakeholder Impact

  • **Shareholders**: Impacted by ongoing stock repurchase programs, which reduce outstanding shares. Net income and Adjusted EBITDA improvements are positive, but declines in Monthly Active Consumers and prescription revenue pose concerns. Litigation risks could also affect shareholder value.
  • **Consumers**: May experience reduced access to GoodRx codes due to changes in the retail pharmacy landscape, including store closures and PBM network removals. The launch of new condition-specific subscription programs aims to provide comprehensive care and savings.
  • **Employees**: Affected by restructuring and cost reduction efforts, which may involve workforce optimization. Stock-based compensation remains a significant component of employee remuneration.
  • **Pharmacies/PBMs**: Subject to heightened renegotiations and changes in retailer reimbursement models. GoodRx's reliance on a limited number of these participants creates interdependence.
  • **Pharma Manufacturers**: Increased revenue from pharma manufacturer solutions indicates growing partnerships and market penetration, suggesting a positive impact on these stakeholders.

Next Steps

  • Expand condition-specific subscription programs into additional conditions before the end of 2025.
  • Continue to scale and expand available services, capabilities, and platforms of the pharma manufacturer solutions offering.
  • Vigorously defend against claims asserted in the securities class action, derivative lawsuits, and consumer state litigations.
  • Evaluate the impact of the newly enacted 'One Big Beautiful Bill Act' (OBBBA) on consolidated financial statements for the three and nine months ending September 30, 2025.

Key Dates

DateDescription
2022-02-23Board authorized the repurchase of up to an aggregate of $250.0 million of Class A common stock through February 23, 2024.
2023-02-02First of five individual putative class action lawsuits filed against Google, Meta, Criteo, and GoodRx regarding consumer privacy.
2023-02-02GoodRx initiated arbitration against Famulus Health, LLC.
2023-03-30Last of five individual putative class action lawsuits filed against Google, Meta, Criteo, and GoodRx regarding consumer privacy.
2023-05-21Plaintiffs filed a single consolidated complaint for the NDCA Class Action Matter.
2023-08-24Briefing on motions to dismiss and compel arbitration completed for NDCA Class Action Matter.
2023-10-27Six plaintiffs filed the SDFL Class Action Matter against GoodRx.
2023-10-27GoodRx entered into a proposed settlement agreement for $13.0 million with plaintiffs in the SDFL Class Action Matter.
2023-10-30Plaintiffs in SDFL Class Action Matter filed motion for preliminary approval of proposed settlement.
2023-10-31SDFL granted preliminary approval of the proposed settlement.
2023-11-01NDCA Class Action Matter plaintiffs filed motion to cease litigation/stay SDFL Class Action Matter.
2023-11-02NDCA Class Action Matter plaintiffs filed motion to intervene, transfer, and reconsider preliminary approval in SDFL.
2023-11-08GoodRx filed written response to NDCA order to show cause regarding notification failure.
2023-11-14NDCA held hearing and ordered parties to participate in mediation.
2023-12-03SDFL plaintiffs filed voluntary motion to dismiss with prejudice.
2023-12-04SDFL approved voluntary motion to dismiss.
2024-01-10Parties participated in mediation for the NDCA Class Action Matter.
2024-02-15Arbitration award rendered against Famulus Health, LLC, including damages and a permanent injunction.
2024-02-21Famulus Health, LLC filed a petition to vacate the Arbitration Award.
2024-02-22GoodRx filed a petition to confirm the Arbitration Award.
2024-02-27Board approved a new stock repurchase program authorizing up to $450.0 million of Class A common stock with no expiration date.
2024-03-01Repurchased 20.9 million shares of Class A common stock from related parties (Francisco Partners and Spectrum) for $151.4 million.
2024-03-07Parties participated in an additional day of mediation for the NDCA Class Action Matter.
2024-04-12DSC consolidated several motions and oppositions related to the Famulus Health arbitration.
2024-04-22Lisa Marie Barsuli filed a class action lawsuit against GoodRx and certain executive officers.
2024-05-23First of several derivative lawsuits filed against current and former executive officers and directors.
2024-05-28The Bert and Annette Mullens Foundation filed a lawsuit against GoodRx in Pope County, Arkansas.
2024-06-11The Minnesota Teamsters Service Bureau filed a lawsuit against GoodRx in Hennepin County, Minnesota.
2024-07-01First Lien Credit Agreement provides for a $500.0 million term loan maturing on July 10, 2029, and a revolving credit facility for up to $100.0 million.
2024-07-10Maturity date of the $500.0 million term loan facility.
2024-07-11$12.0 million of the Revolving Credit Facility matured.
2024-07-25U.S. District Judge Andr Birotte Jr. appointed The Kalmanson Family as lead plaintiff for the securities class action.
2024-09-11DSC entered an opinion and order denying Famulus' motion to vacate the Arbitration Award and granting GoodRx's motion to confirm the Arbitration Award as modified.
2024-10-11GoodRx filed an application for writ of execution in the DSC.
2024-10-16Writ of execution issued in the DSC.
2024-11-06Last of several derivative lawsuits filed against current and former executive officers and directors.
2024-11-19GoodRx filed a motion to dismiss the securities class action lawsuit.
2024-11-25GoodRx entered into a settlement agreement with the NDCA plaintiffs for $25.0 million, subject to court approval.
2024-12-02Motion to dismiss denied in the Arkansas consumer state litigation.
2024-12-17Motion to dismiss denied in the Minnesota consumer state litigation.
2024-12-20Plaintiffs in the derivative lawsuits agreed to consolidate the cases and stay the action.
2025-01-10Plaintiffs filed their opposition to GoodRx's motion to dismiss the securities class action.
2025-01-13Acquired substantially all of the assets and assembled workforce of VCRx, a prescription savings business of Vivid Clear Rx, Inc., for $30.0 million in cash.
2025-02-11GoodRx filed its response to the opposition to the motion to dismiss the securities class action.
2025-02-20Court granted the stipulation and consolidated the derivative cases.
2025-03-01Repurchased 20.0 million shares of Class A common stock from related parties (Francisco Partners, Idea Men, LLC, and Spectrum) for $84.9 million.
2025-04-10Maturity date of the remaining $88.0 million of the Revolving Credit Facility.
2025-04-16Entered into a non-cancellable office lease agreement in New York, New York, extending an existing lease and providing for new space, both ending in early 2036.
2025-04-23Court granted GoodRx's motion to dismiss the securities class action lawsuit, without prejudice and with leave to amend.
2025-05-01Rite Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process.
2025-05-09The Arkansas Attorney General moved to intervene in the consumer state litigation.
2025-05-13The plaintiff moved for partial summary judgment in the Arkansas consumer state litigation.
2025-06-01Launched its first condition-specific subscription program for erectile dysfunction.
2025-06-10The Minnesota plaintiff moved to dismiss some of GoodRx's counterclaims.
2025-06-12Court denied the motion for preliminary approval of the NDCA settlement with prejudice, with leave for plaintiffs to refile.
2025-06-30End of the quarterly period covered by this report.
2025-07-04H.R. 1, the 'One Big Beautiful Bill Act' (OBBBA), was enacted, containing changes to corporate taxation.
2025-07-29As of this date, 98,580,674 shares of Class A common stock and 248,869,320 shares of Class B common stock were outstanding.
2025-08-06Date of filing of this Quarterly Report on Form 10-Q.

Recommendation

hold

While GoodRx demonstrated improved profitability with increased net income and Adjusted EBITDA, the underlying operational metrics show significant weakness. The 14% year-over-year decline in Monthly Active Consumers and the 3% drop in prescription transactions revenue in Q2 2025, along with the estimated $35-40 million adverse revenue impact for 2025 from pharmacy landscape changes, indicate substantial headwinds for the core business. The growth in pharma manufacturer solutions is a positive, and cost management efforts are evident, but the core consumer-facing prescription business is struggling. The ongoing legal proceedings and the denial of preliminary settlement approval for a major class action add uncertainty. Given the mixed signals – improved financial efficiency but declining user engagement and core revenue streams – a 'hold' recommendation is appropriate. Investors should monitor the effectiveness of new initiatives like condition-specific subscriptions and the stabilization of the prescription transactions business amidst industry shifts before considering a stronger position.

Keywords

Prescription savings, Digital healthcare, Pharmacy benefit manager, PBM, Telehealth, Pharma manufacturer solutions, Drug pricing, Healthcare technology, Consumer health, GoodRx

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