SCHEDULE 13D/A: Spectrum Equity Reduces Stake in GoodRx Holdings to 15.9% Following Share Distribution and Sales

Spectrum Equity, a significant shareholder in GoodRx Holdings, Inc., has reduced its beneficial ownership to 15.9% of Class A Common Stock after distributing over 3.9 million shares to limited partners and conducting open market sales.

Summary

• This Amendment No. 5 to Schedule 13D reports changes in beneficial ownership of GoodRx Holdings, Inc. Class A Common Stock by Spectrum Equity entities.
• On June 5, 2025, Spectrum Equity VII, L.P. (SE VII) distributed 3,989,323 shares of GoodRx Class A Common Stock pro rata to its limited partners for no consideration.
• Following this distribution, Spectrum VII Co-Investment Fund, L.P. and Spectrum VII Investment Managers' Fund, L.P. sold an aggregate of 10,677 shares of Class A Common Stock in open market transactions, generating net proceeds of $43,706.24.
• The aggregate beneficial ownership of the Reporting Persons (Spectrum Equity entities) now stands at 18,905,133 shares, representing 15.9% of the outstanding Class A Shares.
• This percentage is calculated based on 100,300,165 Class A Shares outstanding as of April 29, 2025, plus 18,905,133 Class B Shares held by Reporting Persons (convertible one-to-one to Class A Shares), totaling 119,205,298 assumed Class A Shares outstanding.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative as a significant institutional investor has reduced its stake in the company, which can be perceived as a lack of stronger conviction or a strategic divestment.

Negatives

• A significant institutional investor, Spectrum Equity, has reduced its beneficial ownership in GoodRx Holdings, Inc. from a previously reported 19.2% (as per Amendment No. 4) to 15.9%.
• The distribution of 3,989,323 shares to limited partners and subsequent open market sales of 10,677 shares indicate a partial divestment by the reporting group.

Risks

• The reduction in stake by a major institutional investor like Spectrum Equity could be perceived negatively by the market, potentially signaling a lack of confidence or a shift in investment strategy by the investor, which might put downward pressure on the stock price.

Future Outlook

This Schedule 13D filing primarily reports past transactions related to beneficial ownership and does not provide forward-looking statements or guidance from the Issuer or the Reporting Persons regarding future business operations or financial performance.

Industry Context

NA

Related Party Transactions

• Spectrum Equity VII, L.P. distributed 3,989,323 shares of Class A Common Stock pro rata to its limited partners for no consideration, which is a related party transaction within the Spectrum Equity fund structure.

Stakeholder Impact

• Shareholders: May interpret the reduction in stake by a major investor as a negative signal, potentially impacting investor confidence and share price.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this ownership filing.

Key Dates

Keywords

GoodRx Holdings, Spectrum Equity, Schedule 13D, Beneficial Ownership, Class A Common Stock, Share Distribution, Share Sale, Institutional Investor, Equity Stake