SCHEDULE: Spectrum Equity Reduces Stake in GoodRx Holdings, Distributes Shares to Limited Partners

Spectrum Equity has amended its Schedule 13D filing for GoodRx Holdings, Inc., disclosing a pro rata distribution of Class A Common Stock to its limited partners and subsequent open market sales, reducing its beneficial ownership to 12.9%.

Summary

• Spectrum Equity VII, L.P. (SE VII) distributed 3,989,323 shares of GoodRx Holdings, Inc.'s Class A Common Stock pro rata to its limited partners for no consideration on July 2, 2025.
• Following this distribution, Spectrum VII Co-Investment Fund, L.P. and Spectrum VII Investment Managers' Fund, L.P. conducted open market sales of an aggregate of 10,677 shares of GoodRx's Class A Common Stock, generating net proceeds of $50,606.46.
• The Reporting Persons (Spectrum Equity VII, L.P., Spectrum Equity Associates VII, L.P., Spectrum VII Investment Managers' Fund, L.P., Spectrum VII Co-Investment Fund, L.P., and SEA VII Management, LLC) collectively beneficially own 14,905,133 shares of GoodRx Class A Common Stock on an as-converted basis.
• This aggregate beneficial ownership represents 12.9% of the outstanding Class A Shares, calculated based on an assumed total of 115,205,298 Class A Shares outstanding.
• The calculation of outstanding shares includes 100,300,165 Class A Shares as of April 29, 2025, as reported in GoodRx's Form 10-Q, plus the 14,905,133 Class B Shares held by the Reporting Persons that are convertible into Class A Shares.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of changes in beneficial ownership by an institutional investor. The distribution of shares to limited partners and subsequent minor sales are typical actions for a private equity firm managing its investment, and do not inherently convey a strong positive or negative sentiment regarding the underlying company's operational performance or prospects.

Positives

• The distribution of shares was conducted pro rata to limited partners, indicating an orderly process of capital return rather than a distressed sale.
• The subsequent open market sales were relatively small (10,677 shares), suggesting a measured approach to divestment rather than a rapid liquidation.

Negatives

• The distribution and subsequent sales by Spectrum Equity represent a reduction in their overall beneficial ownership stake in GoodRx Holdings, Inc., which could be perceived as a decrease in institutional support or a signal that the investment has matured for the private equity firm.

Future Outlook

The document does not provide any explicit forward-looking statements or guidance regarding GoodRx Holdings, Inc.'s future performance or strategic direction. It primarily details changes in beneficial ownership by Spectrum Equity.

Industry Context

This filing reflects a specific change in the ownership structure of GoodRx Holdings, Inc. by a significant institutional investor, Spectrum Equity. While not directly indicative of broader industry trends, it represents a common practice for private equity firms to distribute shares to their limited partners as an investment matures, potentially freeing up capital for new investments in the healthcare technology sector.

Legal Proceedings

• Neither the Reporting Persons nor any Related Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• Neither the Reporting Persons nor any Related Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, during the last five years.

Related Party Transactions

• On July 2, 2025, SE VII distributed 3,989,323 shares of the Issuer's Class A Common Stock pro rata to its limited partners for no consideration (the 'July 2025 Distribution'). This is a transaction between a reporting person and its related limited partners.

Stakeholder Impact

• Shareholders of GoodRx Holdings, Inc. will observe a reduction in the beneficial ownership percentage held by Spectrum Equity, a significant institutional investor, which could influence market perception of institutional confidence.
• Limited partners of Spectrum Equity VII, L.P. received a pro rata distribution of GoodRx Class A Common Stock, directly impacting their holdings.

Key Dates

Recommendation

Keywords

GoodRx Holdings, Spectrum Equity, Schedule 13D, Class A Common Stock, share distribution, beneficial ownership, SEC filing, institutional investor, equity stake, divestment