Form 4: Spectrum Equity Funds Convert, Distribute, and Sell GoodRx Shares

Spectrum Equity entities, a 10% owner of GoodRx Holdings, Inc., converted Class B shares to Class A, distributed a significant block of shares, and sold a portion of Class A shares.

Summary

• Spectrum Equity VII, L.P., Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund L.P. converted a total of 5,999,999 Class B Common Stock shares into Class A Common Stock shares on a one-for-one basis on September 4, 2025.
• Spectrum Equity VII, L.P. distributed 5,983,984 Class A Common Stock shares pro rata to its general and limited partners for no consideration on September 4, 2025.
• Spectrum VII Investment Managers' Fund, L.P. sold 10,243 Class A Common Stock shares at a price of $4.05 per share on September 5, 2025.
• Spectrum VII Co-Investment Fund L.P. sold 5,773 Class A Common Stock shares at a price of $4.05 per share on September 5, 2025.
• Following these transactions, Spectrum Equity VII, L.P. indirectly beneficially owns 8,881,362 Class B Common Stock shares, Spectrum VII Investment Managers' Fund, L.P. indirectly owns 15,202 Class B Common Stock shares, and Spectrum VII Co-Investment Fund L.P. indirectly owns 8,569 Class B Common Stock shares.

Sentiment

Score: 5

Explanation: The filing details routine transactions (conversion, distribution, and a relatively small sale) by a significant shareholder. While the sale reduces direct holdings, it is not indicative of a strong positive or negative sentiment on its own without further context on the fund's overall strategy or the company's performance. The distribution is a fund-level event.

Positives

• The conversion of Class B to Class A shares can increase the liquidity of the converted shares for the holders.

Negatives

• The sale of 16,016 Class A Common Stock shares by two Spectrum Equity funds at $4.05 per share represents a reduction in their direct holdings.
• The distribution of 5,983,984 Class A shares by Spectrum Equity VII, L.P. to its partners, while for no consideration, disperses a large block of shares, potentially increasing future selling pressure if partners decide to liquidate.

Future Outlook

This filing does not contain any forward-looking statements or guidance.

Management Comments

• Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Stephen M. LeSieur, Brian Regan and Michael W. Farrell disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest, if any.

Industry Context

This insider transaction report is specific to GoodRx Holdings, Inc. and its major shareholders, Spectrum Equity entities, and does not provide broader industry context or trends.

Related Party Transactions

• The distribution of 5,983,984 Class A shares by Spectrum Equity VII, L.P. to its general partner and limited partners for no consideration is a related party transaction.

Stakeholder Impact

• Shareholders: The distribution and subsequent sales by Spectrum Equity entities could lead to increased liquidity for GoodRx Holdings, Inc. Class A shares in the market. The sale at $4.05 could put minor downward pressure on the stock price if the market perceives it as a lack of confidence, though the volume is relatively small compared to the total shares outstanding.
• Spectrum Equity Partners: The partners of Spectrum Equity VII, L.P. received Class A shares, providing them with direct ownership and potential liquidity.

Key Dates

Recommendation

The filing primarily details a series of internal fund transactions (conversion, distribution) and a relatively small sale by a 10% owner. While the sale reduces direct holdings, it is not a massive divestment that would signal a strong negative outlook. The distribution is a fund-level event for its partners. Without additional context on GoodRx's operational performance or other market factors, these transactions alone do not warrant a strong buy or sell recommendation. Investors should hold and monitor future filings and company performance.

Keywords

GoodRx Holdings, GDRX, Spectrum Equity, Form 4, insider transaction, share conversion, share distribution, stock sale, 10% owner, beneficial ownership