GoodRx Holdings, Inc.: Form 10-K for the period ended Dec 31, 2024

Overview

Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are

building the leading, consumer-focused digital healthcare platform in the United States.

GoodRx was founded to solve the challenges that consumers face in understanding, accessing, and affording

healthcare. We started with a price comparison tool for prescriptions, offering consumers free access to lower prices on their

medication. This price comparison platform processes over 360 billion pricing data points every day and integrates that data

into a user-friendly interface which provides consumers with curated, geographically relevant prescription pricing, and

access to negotiated prices through GoodRx codes that can be used to save money on prescriptions across the United

States.

Today, we believe our expanded platform improves the health and financial well-being of American families by providing

easy access to price transparency and affordability solutions for generic and brand medications both for consumers and

healthcare providers, other healthcare services, including telehealth services, and wellness related content. We believe that

our offerings provide significant savings to consumers, and can help drive greater medication awareness, access and

adherence, faster treatment and better patient outcomes that also benefit the broader healthcare ecosystem and its

stakeholders.

We see exciting growth potential as we continue to attract new consumers through our existing offerings, launch new

offerings to address more of the needs of healthcare consumers, and improve healthcare affordability and access for all

Americans. As we extend our platform, we believe that we can create multiple monetization opportunities at different stages

of the consumer healthcare journey, enabling us to drive higher expected consumer lifetime value without significant

additional consumer acquisition costs.

Industry Challenges

Despite the approximately $4.9 trillion U.S. healthcare market being one of the largest sectors of the U.S. economy, it

remains opaque and highly fragmented for consumers. Even simple healthcare transactions, such as finding a doctor or

filling a prescription at an affordable price, are often difficult. This can lead to confusion, inefficiency and unneeded additional

costs for consumers and the healthcare system. The pharmacy is the de-facto “front door” to American healthcare, with

frequent consumer interaction and engagement. However, finding affordable prices for prescriptions is complicated by a lack

of price transparency, a confusing reimbursement and insurance landscape and a fragmented marketplace in which the list

prices for the same medication can vary significantly across pharmacies. We believe that these challenges are driven in part

by a lack of solutions that enable consumers to easily search, discover and access the product or service that they need at

an affordable price. Consumer-focused technology solutions are essential in healthcare given that the stakes involve

peoples’ health and lives.

Our Market Opportunity

A paradigm shift is occurring in healthcare as consumers are both increasingly informed and cost-conscious. We

believe that allowing people to transact using more information than ever before will help Americans consume healthcare

more efficiently. This can be accomplished by providing a healthcare platform that allows consumers to search a broad

range of choices and offerings, discover what is best for them, transact based on their preferences, and receive the best

price while doing so.

We believe this market opportunity is substantial and estimate the total addressable market ("TAM") for our primary

solutions to be between $600 billion and $710 billion. This includes a $581 billion to $691 billion prescription opportunity,

which is inclusive of our estimated value of prescriptions that are written but not filled, and a $19 billion pharma

manufacturer solutions opportunity.

Prescription Opportunity

We started our business with a focus on the U.S. prescriptions market. The majority of the utilization of our platform

relates to generic medications. We also enable consumers to save on brand medications. We believe that the prices

available through our platform are highly competitive, for both insured and uninsured consumers, and our platform enables

consumers to save on prescription medications regardless of whether the consumer is insured or not. We believe we can

drive significant growth in our prescription opportunity through our ability to continue to provide attractive prescription pricing

to consumers.

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Pharma Manufacturer Solutions Opportunity

Brand medications tend to be expensive, and insurance coverage is complicated and may be restrictive. Pharma

manufacturers provide affordability solutions, such as co-pay cards, patient assistance programs including point-of-sale

discount programs, and other savings options, so that consumers can access their medications. We partner with pharma

manufacturers to advertise and integrate these affordability solutions into our platform. We believe this offering can deliver

incremental margin as we deploy these solutions across our existing base of consumers and visitors, introduce new

solutions, and increase the number of brands and manufacturers with which we work.

Our Value Proposition

We positively impact many key stakeholders in the healthcare ecosystem. We believe that consumers, healthcare

providers, PBMs, pharmacies and pharma manufacturers all win with GoodRx. This, in turn, can drive beneficial and self-

reinforcing network effects.

Our value proposition by stakeholder is described below:

• Consumers: Our platform provides consumers with a variety of mobile-first offerings designed to make their

access to healthcare simple and more affordable. These solutions increase medication adherence, reduce

strain on hospital emergency departments and physicians, and improve health outcomes.

• Our prescription transactions offering, part of our prescription marketplace, provides curated,

geographically relevant price comparisons and negotiated prices on prescriptions that generate

substantial savings to our consumers. Our negotiated prices for prescriptions are often cheaper than

the average commercial insurance co-pays. Access to discounted prices is free for consumers

through our platform.

• Our subscription offerings, part of our prescription marketplace, provide consumers and their families

with access to even lower prescription prices on select medications in select pharmacies for a

monthly or annual subscription fee. Gold also provides mail delivery and discounted access to our

GoodRx Care telehealth services at no additional cost.

• Our pharma manufacturer solutions offering provides advertising and integrated consumer

affordability solutions to pharma manufacturers with the goal of improving access to and affordability

of brand medications for consumers.

• Our platform provides educational resources to help inform consumers about their healthcare. We

provide consumers with expert medication information, as well as pricing and coverage information

made possible through our robust data sources and staff of experienced researchers.

• Healthcare Professionals: Physicians and other healthcare professionals are motivated to help patients, and,

increasingly, are judged by patient outcomes. We help these healthcare professionals improve patient

outcomes by encouraging medication adherence and providing a consumer-friendly service. In addition, our

Provider Mode platform provides healthcare providers with a more customized experience and tools to support

patients throughout their healthcare journey. Further, we are able to integrate our pricing information and

GoodRx codes directly into Electronic Health Record (“EHR”) systems, enabling healthcare professionals to

provide prices from our platform directly to their patients at the point of prescribing, including via EHR-sent text

messages and emails. We help physicians engage with patients more efficiently through our products and

services.

• Healthcare Companies: PBMs, pharmacies and pharma manufacturers use our platform to reach and provide

affordability solutions to consumers. We play a valuable role within the healthcare ecosystem by aggregating,

normalizing, and presenting information from all of these constituents on a single platform for the consumer.

Through the deep relationships that we have developed with these stakeholders over many years, we are able

to continually improve our offerings and achieve better pricing outcomes for consumers.

• Pharmacy Benefit Managers: PBMs aggregate consumer demand to negotiate prescription

medication prices with pharmacies and manufacturers. PBMs aggregate most of their demand

through relationships with insurance companies and employers. However, nearly all PBMs also have

consumer direct or cash network pricing that they negotiate with pharmacies for consumers who

choose to purchase prescriptions outside of insurance. We provide a platform through which PBMs

can drive incremental volume to these networks by offering their discounted prices to our consumers.

We expand the market for PBMs by increasing their cash network transaction volumes and by adding

new consumers to the overall prescriptions market, many of whom, both insured and uninsured,

would otherwise not fill their prescriptions because of high deductibles or prices. We believe that, for

many of our PBM partners, we are their only significant direct-to-consumer channel. To date, no PBM

has terminated a relationship with GoodRx, Inc., which highlights the strength of our relationships

alongside the value we deliver.

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• Pharmacies: With GoodRx, pharmacies can reduce ‘walk away’ patients and prescriptions abandoned

at the counter due to high cost, and can also increase overall sales through additional foot-traffic. We

work closely with pharmacies to ensure that pharmacists are educated on how to use our apps and

websites, and know how to apply GoodRx codes at the point of sale. Additionally, we enter into direct

contractual agreements with select pharmacies to provide consumers access to discounted prices

and further drive incremental sales to these partner pharmacies. Consumers can use GoodRx at

nearly every retail pharmacy in the United States.

• Pharma Manufacturers: Brand medications tend to be more expensive than generics, and insurance

coverage is complicated. GoodRx works with pharma manufacturers to advertise, integrate and

enhance consumer awareness, access and uptake of their various savings solutions for brand

medications, increasing the likelihood that a consumer will start or continue to take their prescribed

medication.

Our Offerings

Prescription Marketplace

Our prescription marketplace consists of our prescription transactions offering and our supplemental subscription and

telehealth offerings. Through our GoodRx Care platform, we offer consumers access to telehealth visits on a cash-pay basis

outside of insurance. We believe our telehealth offering principally enhances the accessibility of our prescription transactions

and subscription offerings for consumers.

Prescription Transactions Offering

We have built a vast network of relationships, contracts and integrations with key stakeholders in the healthcare

industry. Our proprietary technology enables us to aggregate prescription pricing data points from sources spanning the

healthcare industry. We structure and normalize the presentation of the data to give consumers curated, geographically

relevant pricing information that is accessible through our apps or websites for free. By normalize, we refer to a process of

taking the various different pricing methodologies and medication lists from each of our sources, and homogenizing the

presentation of this data so that prices are directly comparable. Consumers can choose the lowest price from a selection of

nearby pharmacies, save a GoodRx code to their mobile device for free and present that code at their pharmacy to access

that low price.

Once a consumer has used a GoodRx code from our platform to purchase a prescription, that code is recorded in the

pharmacy’s database and the consumer is not required to present their GoodRx code again for subsequent prescription

refills, or, in many cases, for additional prescriptions that the consumer purchases at that pharmacy. We earn revenue upon

the initial usage of the GoodRx code when the consumer realizes savings compared to the list price at the pharmacy, and

we continue to earn revenue when the consumer returns to the pharmacy for refills and new prescriptions. This results in

high repeat activity, which refers to the second and later use of our discounted prices by a single GoodRx consumer, on our

platform. We track prices and update our database on a daily basis, which helps ensure that consumers have access to

accurate prescription pricing.

Our pricing sources span the healthcare industry and include PBMs, pharmacies, pharma manufacturers, patient

assistance programs, and others, making it difficult to replicate the data we possess and share with consumers. We believe

it is important to work with as many of the key stakeholders of the healthcare industry as possible in order to increase the

affordability options for our consumers. Our broad set of long-term relationships across the industry, combined with our

proprietary platform, allows us to present highly competitive prices to consumers.

PBMs are the most common source of pricing information. Our proprietary technology enables us to combine prices

from multiple PBMs and other industry sources and display it on a single consumer interface. We believe that we maintain

the largest database of aggregated pricing information across PBMs in the United States. When a transaction occurs in

which one of our consumers fills a prescription and saves compared to the list price using a GoodRx code, the PBM

receives a portion of the price that the consumer paid. We receive a percentage of this amount or a fixed payment from the

PBM as compensation for directing the consumer to that PBM’s pricing and the pharmacy.

As we help more consumers save money on their medications and drive additional traffic through various PBMs, we

increase our scale, which we believe over time leads to lower prices for our consumers. We have steadily increased the

number of PBMs with which we work over time. To date, no PBM has terminated a relationship with GoodRx, Inc. Even if a

contract with a PBM were to be terminated, many of our contracts require the PBM to continue to pay us for activity by

consumers originally directed to their pricing by us, even subsequent to the contract termination. The ongoing payment

obligation can continue for so long as the underlying PBM-specific pricing is used, or for certain partners, for a specified

multi-year period, depending on the terms of our contract with the PBM. Throughout our history, we have been able to help

our consumers realize increased savings. PBM mix and relative share on our platform has varied over time as we have

added new PBMs and as certain PBMs have delivered more or less favorable pricing relative to other PBMs. Even as the

mix has changed, we have continued to grow the number of pricing data points processed by our platform and deliver a

strong value proposition to our consumers. We believe that our sources of pricing are sufficiently broad and robust that the

loss of any one PBM or other healthcare partner would generally result in minimal disruption in our ability to provide

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competitive discounts and pricing. Although the majority of our pricing information comes from PBMs, we also collect pricing

data points from other sources. Starting in 2023, we commenced operation of our integrated savings program, which

integrates our competitive discounts and pricing in a seamless experience at the pharmacy counter for eligible plan

members served by certain PBM partners. Eligible plan members only need to utilize their existing benefit card at their

preferred in-network pharmacy to benefit from our discounts and pricing, with no further action required.

In 2022, we began to enter into direct contractual agreements with select pharmacies to complement the existing

contractual agreements with our PBM partners. We believe our hybrid approach will help us build stronger lines of

communication and stronger relationships with our retailers by helping drive traffic and margin while continuing to deliver

great affordability to consumers. Our direct agreements with partner pharmacies enable us to negotiate more competitive

prescription prices offered at these pharmacies and therefore provide an additional source of pricing information to be

displayed on our platform, creating pricing transparency and value for consumers. We receive a fixed or variable fee from

our partner pharmacy as compensation for processing the consumer's claim at the point of sale.

Subscription Offerings

Our subscription offerings provide additional benefits to consumers of our prescription transactions offering. We

leverage our relationships across the healthcare ecosystem and our product expertise to provide subscribers with even

greater savings and convenience at select pharmacies. Our subscription offerings are designed to be easy to use and

provide subscribers with added benefits and features, such as increased discounts on prescription prices, discounted virtual

care visits, and free home delivery on eligible medications.

• Gold: We offer a subscription savings program whereby subscribers generally pay a monthly or annual fee for

access to even lower prices in select participating pharmacies amongst other benefits, including a mail delivery

feature.

• Partnership Subscriptions: From time to time, we may partner with retailers to offer tailored subscription

products. For example, we previously partnered with Kroger, one of the largest retail pharmacies in the United

States, to offer Kroger Savings to their consumers for an annual fee, a portion of which we shared with Kroger

until the program sunset in July 2024.

Pharma Manufacturer Solutions Offering

Brand medications tend to be expensive, and insurance coverage is complicated and may be restrictive. As a result,

many consumers are not able to access or afford their medications.

Pharma manufacturers provide affordability solutions such as co-pay cards, patient assistance programs, care portals

and other savings options so that consumers can access their medications. We partner with pharma manufacturers to

advertise and integrate these affordability solutions into our platform. For example, our point-of-sale discount programs help

lower the cash price of certain branded medications for consumers at the pharmacy counter with little friction, and are

increasingly being used by pharma manufacturers to reach more patients.

We believe our trusted brand, large volume of high intent consumers and easy-to-use interface make our platform

highly attractive to pharma manufacturers. These solutions generally increase medication awareness, access and

adherence and can lead to faster treatment and better patient outcomes.

We believe our pharma manufacturer solutions offering delivers a product that both increases overall consumer

satisfaction and drives incremental consumer lifetime value at a low incremental cost to us.

We expect to grow this offering through further engagement with pharma manufacturers. We believe this offering can

deliver incremental margin as we deploy these solutions across our existing base of consumers and visitors.

Sales & Marketing

Consumers come to our platform organically and also through our sales and marketing initiatives. The GoodRx brand

benefits from word-of-mouth recommendations to consumers from friends, healthcare professionals and pharmacists, as

well as press coverage, which drives significant unpaid traffic to our apps and websites.

In addition to organic consumer acquisition, our sales and marketing efforts are designed to bring new consumers onto

our platform for the first time and to re-engage existing consumers. We acquire new consumers through a variety of

channels, including: (i) direct to consumer marketing which includes TV, paid search or other digital campaigns; (ii)

marketing through healthcare partnerships which includes marketing materials in physician offices and integrating pricing

from our platform into EHR providers' prescribing workflows so that healthcare professionals can provide prices from our

platform to their patients at the point of prescribing; (iii) marketing through partnerships with other affiliates to distribute our

discounts and solutions to a broader target audience outside of the healthcare ecosystem; and (iv) through content creation

which increases traffic to the GoodRx apps and websites such as from GoodRx Health, which provides visitors with

thousands of articles with research-backed answers to health questions and provides us with more opportunities to convert

visitors to active consumers. We have and may in the future offer incentives to certain consumers that further reduce

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discounted prices offered on our platform for a limited time and on a limited number of prescription drugs to attract new and

re-engage existing consumers.

We believe that we still have significant opportunities to improve our unaided awareness, to build our brand, as well as

to scale existing marketing channels, and unlock new ones.

We also deploy a variety of consumer retention tools on our platform, such as savings information retained in pharmacy

databases so consumers do not have to re-present GoodRx codes, providing alerts and refill reminders to consumers and

links to our other offerings to improve consumer's overall experience using our platform, and strong consumer support and

patient advocacy services to help consumers understand how best to afford their medication.

Our Technology

The key elements of our technology include:

• Proprietary Pricing Engine: Our price ingestion technology enables us to link with multiple sources spanning

the healthcare industry. In addition, we have proprietary patented technology related to collecting and

normalizing prices from multiple PBMs and presenting them using a single consumer interface.

• Constant Data Refresh: Displaying our prescription- and location-specific list of prices to each consumer in

near real-time requires the rapid processing of a significant amount of data, the use of complex predictive

models, and sophisticated software programming and design.

• Living Database: Our dataset becomes more comprehensive and accurate with every prescription filled. We

use our proprietary algorithms to create actionable insights and continuously improve our consumer

experience. Our database is central to the value that we provide to our consumers through accurate pricing

and improved recommendations. We refer to our data as “living,” meaning that it is dynamic and continually

being updated or refined.

• Artificial Intelligence/Machine Learning: Our engine is also able to learn from and react to changes in

prescribing habits or to ensure that consumers are selecting the accurate dosing or form of a given medication.

For example, our engine will automatically show the most common dose of a given medication. We also take

into account pharmacy-level dispensing patterns that may impact the price of a medication, such as when two

pharmacy locations that are part of the same pharmacy chain dispense the same medication, but source the

medication from different manufacturers.

• Scalable: Our digital platform is cloud native, scalable and reliable. We leverage major third-party cloud and

data service providers and have built a modular system of services on top of this infrastructure.

• Secure: Trust is critical to our relationship with both our consumers and our partners and we take security and

privacy very seriously. We implement security procedures and policies informed by various industry-standard

frameworks. Our operations are audited annually as part of a SOC2 audit, based on principles developed by

the American Institute of Certified Public Accountants and we have obtained SOC2 certification with respect to

our prescription transactions offering and subscription offerings. In addition, our security is tested through our

bug-bounty program. We continue to expand our team and solutions to address emerging risks and changes in

the threat landscape.

Our Growth Strategy

The key elements of our growth strategy include:

• Continue to Attract New Consumers: We believe that we have a significant opportunity to serve all

Americans. By growing awareness of our existing offerings and through the extension of our platform into

many of the other areas of healthcare that lack price transparency and consumer empowerment, we believe

that we can address an increasingly larger portion of the healthcare market in the United States and fill more

gaps across the healthcare journey for our consumers.

• Continue to Facilitate Existing GoodRx Consumers’ Adoption of Multiple GoodRx Offerings: We aim to

increase the number of our monetization channels used by our existing consumers. We believe that this will

result in higher consumer satisfaction and be accretive to our consumer lifetime value and to our margins in

the medium to long term, without significant additional consumer acquisition costs.

• Continue to Build the GoodRx Brand: We believe that there are significant opportunities to increase

awareness and educate healthcare consumers regarding prescription pricing, as well as our platform and

solutions. As we continue to build our brand, we anticipate that many of the consumers who do not fully

understand prescription pricing, or that are not aware of tools such as our platform, will begin using our

platform.

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• Invest in Product Offerings: We plan to continue to invest in and scale our range of product offerings to

better address the needs of consumers, provide them with better pricing, and improve their overall healthcare

journey. We have a multi-prong approach for this strategy which includes:

• Pharma Manufacturer Solutions Offering: We believe our trusted brand, large volume of high intent

consumers and easy-to-use consumer experience make our offering highly attractive to pharma

manufacturers. The solutions offered by pharma manufacturers on our platform can increase the

likelihood that consumers will start to take or continue to take their prescribed medication. We plan to

continue to expand the number of pharma manufacturers with which we work, increase brand

penetration, and increase the number of solutions each of them uses, as well as enhance our existing

offerings and introduce new integrated technology solutions that will allow manufacturers to interact

with our consumer base more effectively.

• Subscription Offerings: We believe our subscription offerings, and our Gold subscription offering in

particular, have higher lifetime value than our prescription transactions offering. We will continue to

increase the value proposition for consumers by bundling various existing and new offerings in

affordable and consumer-friendly subscription packages.

• Future Expansion Opportunities: We believe there are many other areas of healthcare that could benefit

from the transparency and accessibility provided by our platform. While we are currently focused on scaling

our existing offerings, we see attractive opportunities to deploy our expertise in markets such as clinical trials,

insurance marketplaces, in person doctor visits and prescription delivery, differentiated features and services

for healthcare providers such as our Provider Mode platform that provides healthcare providers with a more

customized experience and tools to support patients throughout their healthcare journey, among others. As we

continue to grow our brand awareness and consumer base, selling additional products and services into our

large acquired base will drive an attractive incremental margin opportunity.

• Pursue Strategic Partnerships and Acquisitions: We are a valuable partner to a variety of healthcare

constituents. We have entered into a number of strategic agreements in recent years. For example, in 2022,

we began to enter into direct contractual agreements with select pharmacies to complement the existing

contractual agreements with our PBM partners. In addition, starting in 2023, we engaged with several PBM

partners for our integrated savings program, which integrates our competitive discounts and pricing in a

seamless experience at the pharmacy counter for eligible plan members they serve. Eligible plan members

only need to utilize their existing benefit card at their preferred in-network pharmacy to benefit from our

discounts and pricing, with no further action required. As part of our business strategy, we will continue to

pursue strategic opportunities, including commercial relationships and acquisitions, to strengthen our market

position and enhance our capabilities.

• Drive Shareholder Value: We are focused on delivering consistent and efficient growth by reprioritizing

investments to where they are most needed while delivering to consumers what they have come to expect

from GoodRx.

Competition and Industry Participants

Although we have built and scaled a differentiated consumer internet platform, we face a variety of types of competition.

We believe that our primary barrier to adoption is awareness. Americans have historically not had to be active consumers of

healthcare since benefit plans were more generous and open than they are today. Many consumers are not aware that

prices for the same prescription vary between pharmacies or that there are competitive cash prices available that may be

lower than insurance prices.

We principally compete with companies that provide prescription savings and solutions to pharma manufacturers. New

entrants may also enter our industry and compete with us. Generally, we believe that we are able to compete effectively

against these organizations based on our brand, scale, pricing and consumer experience. Our competitors vary in size and

breadth of their offerings.

• In prescriptions discounts and price comparisons, our competition is fragmented and consists of competitors

that are both larger and smaller than us in scale, including large e-commerce companies.

• Our pharma manufacturer solutions offering competes for advertising and market access budget allocation

against platforms on which manufacturers can reach consumers, including health-related websites and mobile

apps, and services supporting patient access. We believe that our trusted brand and our platform allows us to

engage patients about the cost of their brand medications.

There is currently significant concentration in the U.S. healthcare industry, and in particular there are a limited number

of PBMs, including pharmacies’ in-house PBMs, and a limited number of national pharmacy chains. If we are unable to

retain favorable contractual arrangements with our PBM partners, including any successor PBMs should there be further

consolidation of PBMs, we may lose them as customers, or the negotiated rates provided by such PBMs may become less

competitive, which could have an adverse impact on our platform.

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A limited number of PBMs generate a significant percentage of the discounted prices that we present through our

platform and, as a result, we generate a significant portion of our revenue from contracts with a limited number of PBMs. We

work with dozens of PBMs that maintain cash networks and prices, and the number of PBMs we work with has significantly

increased over time, limiting the extent to which any one PBM contributes to our overall revenue; however, we may not

expand beyond our existing PBM partners and the number of our PBM partners may even decline. For additional

information, see “We rely on a limited number of industry participants.” in Part I, Item 1A, “Risk Factors” included elsewhere

in this Annual Report on Form 10-K.

Intellectual Property

Our success depends in part on our ability to obtain and maintain intellectual property protection for our products and

technology platform, defend and enforce our intellectual property rights, preserve the confidentiality of our trade secrets, and

operate without infringing, misappropriating or otherwise violating valid and enforceable intellectual property rights of others.

We protect our intellectual property, including our brand, through a combination of trademarks, patents, trade secrets,

contractual provisions that restrict partners from infringing on our intellectual property, intellectual property assignment

agreements, licensing agreements, confidentiality procedures, non-disclosure agreements, and employee non-disclosure

and invention assignment agreements to establish and protect our proprietary rights. Though we rely in part upon these

legal and contractual protections, we believe that factors such as our position as the largest healthcare-focused internet

platform for prescription prices and discounts, our scale and the network effects enabled by these factors, as well as the

skills and ingenuity of our employees and the functionality and frequent enhancements to our platform are larger contributors

to our success.

Our patents and patent applications relate to software and services, including our ability to combine prices from multiple

PBMs together in a single consumer interface. Our issued patents begin expiring in 2034, excluding any patent term

adjustment. Our most material trademark asset is the registered trademark for our brand, “GoodRx,” and for the use of the

color yellow in the prescription discounts space. Additionally, we have registered domain names for websites that we use in

our business, such as www.goodrx.com (http://www.goodrx.com)

We continually review our development efforts to assess the existence and patentability of new intellectual property and

we intend to pursue additional intellectual property protection to the extent we believe it would advance our business

objectives. Notwithstanding these efforts, there can be no assurance that we will adequately protect our intellectual property

or that it will provide any competitive advantage. For more information regarding risks related to intellectual property, please

see Part I, Item 1A, “Risk Factors—Risks Related to Intellectual Property.”

Philanthropy

Philanthropy continues to play an important role in shaping GoodRx’s identity and culture through meaningful

contributions to our communities. We believe that, by engaging in philanthropic initiatives, we are fostering stronger

connections, both internally and externally. Integrating philanthropic initiatives into corporate activities not only allows us to

channel our collective resources and productivity outwards, but also strengthens our brand reputation, employee

engagement, and customer loyalty.

Drawing from the success of "Giving Season" first introduced in 2023, a year-end initiative to encourage employee

involvement in charitable acts, our philanthropic efforts in 2024 were focused on enhancing the Company’s culture of

volunteering by hosting in-office and virtual volunteering activities for our employees. For example, we hosted our first

Company-wide "Volunteer Day", where we partnered with local nonprofit organizations to support and create a lasting

impact in our communities across the country by engaging in a variety of tasks, including woodworking and constructing

garden benches, painting back-to-school posters for students, and cleaning up public beaches and parks. Remote

employees were also invited to participate through virtual volunteering activities.

In 2024, we continued to expand the spirit of philanthropy and social impact into different areas of the broader

organization. Our Community Resource Groups ("CRGs") also included a philanthropy component to their schedule of

events during their respective months of reflection and celebration. During Black History Month, we partnered with a Los

Angeles-based organization to provide recently-housed families with care packages assembled by our employees in the

Santa Monica office. Further, during Pride Month, we hosted a clothing drive across the Company to benefit a local thrift

store that helps fund HIV care and services in the community.

Our People and Culture

Our people are essential to our success. Our mission is to build and cultivate an inclusive culture that reflects the

diversity of the patients, partners and communities we serve. We believe that advocating for and putting people first, leading

with empathy, and building trust across our organization are core to our success. We prioritize providing a safe, rewarding

and respectful workplace where our people have the opportunities to pursue career paths based on skills, performance and

potential.

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As of December 31, 2024, we employed 738 employees, all of which are full-time employees. Of our total employees,

209 are based at our headquarters in Santa Monica, California. Our employees are split among the following departments

and functions: 10 principally in customer service, 391 in product development and technology, 206 in sales and marketing,

and 131 in general and administrative functions. Women make up 46% (335 employees) of our workforce who have chosen

to identify their gender. Non-white employees make up 48% (336 employees) of our workforce who have chosen to identify

their ethnicity/race.

We strive to build a workforce that can represent the clients, customers and partners that we serve everyday. After

successfully launching 5 CRGs in 2023, we carried that momentum in 2024 and built on our previous accomplishments. For

example, we incorporated CRG partners into our interview process and partnered with external organizations to further our

inclusion and belonging efforts.

In managing our business, we strive to develop and implement policies and programs that support our business goals,

maintain competitiveness, promote shared fiscal responsibility among our company and our employees, strategically align

talent within our organization and reward performance, while also managing the costs of such policies and programs. Our

employees are supported with training and development opportunities to pursue their career paths and to promote

compliance with our policies. We adhere to our code of business conduct and ethics (the "Code of Business Conduct and

Ethics"), which sets forth a commitment to our stakeholders, including our employees, to operate with integrity and mutual

respect.

We continue to embrace both hybrid and remote working for our employees as we believe that our business continuity

plan and technology platform will continue to support the effectiveness of our employees that work remotely. We also

continue to provide robust benefits, including health insurance for employees and dependents, 401(k) match, fertility

benefits, paid parental leave and discretionary vacation. We foster a tight-knit corporate culture through company events,

team building offsites, happy hours, game and movie nights, and pet-friendly offices. The biggest perk of all is knowing that

the work performed has a meaningful impact on our consumers.

Government Regulation

Data Privacy and Security Laws

The data we collect and process is an integral part of our products and services, allowing us to ensure our prices are

accurate, surface the most relevant prices and reach consumers with savings information. We collect and may use personal

information to help run our business (including for analytical and marketing purposes) and to communicate and otherwise

reach our consumers. In some instances, we may use third party service providers to assist us in the above.

Since we receive, use, transmit, disclose and store personal information, including health-related information, we are

subject to numerous state and federal laws and regulations that address privacy, data protection and the collection, storing,

sharing, use, transfer, disclosure and protection of certain types of data. Such regulations include the CAN-SPAM Act, the

Telephone Consumer Protection Act of 1991, the federal Health Insurance Portability and Accountability Act of 1996, as

amended by the Health Information Technology for Economic and Clinical Health Act (together with their implementing

regulations, collectively, “HIPAA”), Section 5(a) of the Federal Trade Commission Act, certain state data privacy and security

laws, including, but not limited to, the California Consumer Privacy Act, as amended by the California Privacy Rights Act

(collectively, “CCPA”), Washington State My Health My Data Act and other state data privacy and security laws. We are also

subject to a negotiated settlement with the Federal Trade Commission (the "FTC," and such settlement, the "FTC Order")

which includes, among other things, agreements to effect or maintain, as applicable, certain changes to our business

practices, policies and compliance requirements. The violation of any such laws and regulations and/or the FTC Order could

result in legal remedies that could materially impact our business or financial performance.

Our respect for laws and regulations regarding the collection and processing of personal information underlies our

strategy to improve our consumer experience and build trust. To read more about our approach to privacy laws and the

regulations, please see Part I, Item 1A, “Risk Factors—Risks Related to Our Business—Actual or perceived failures to

comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations,

standards and other requirements could adversely affect our business, financial condition and results of operations.”

State Licensing Requirements

Certain states have enacted laws regulating companies that offer and market discount prescription drug coupons and/or

medical services. These laws implicate a variety of services that we offer, such as our prescription transactions offering,

Gold and Kroger Savings, and may implicate other products we may develop in the future. These state laws are intended to

protect consumers from fraudulent, unfair or deceptive marketing, sales and enrollment practices by such plans. It is

possible that other states may enact new requirements or interpret existing requirements to include our programs. Failure to

obtain and maintain the required licenses, certifications or registrations to provide these offerings, as well as to abide by

applicable regulations governing these offerings, may result in civil penalties, receipt of cease and desist orders, or a

restructuring of our operations.

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State Corporate Practice of Medicine and Fee Splitting Laws

With respect to our telehealth platform, GoodRx Care contracts with physician-owned professional entities to deliver our

telehealth offering to their patients in the United States principally supported by Wheel Health, Inc.'s (“Wheel”) technology

and network of clinicians. We enter into management services agreements with these physician-owned professional entities

pursuant to which we provide them with billing, scheduling and a wide range of other non-clinical services, and, in return,

these professional entities pay us a management fee for those services. In addition, our telehealth platform enables

consumers to opt in to use our prescription transactions offering and/or fill their prescriptions through a third-party mail

delivery pharmacy. These relationships are subject to various state laws, which are intended to prevent unlicensed persons

from interfering with or influencing the physician’s professional judgment, and prohibiting the sharing of professional services

income with non-professional or business interests. These laws vary from state to state and are subject to broad

interpretation and enforcement by state regulators. A determination of non-compliance could lead to adverse judicial or

administrative action against us and/or our providers, civil or criminal penalties, receipt of cease and desist orders from state

regulators, loss of provider licenses, or a restructuring of our arrangements with our affiliated professional entities. For

further information, please see Part I, Item 1A, “Risk Factors—Risks Related to the Healthcare Industry—Our telehealth

offering offered to consumers is subject to various state laws and regulations governing the provision of telehealth services.”

and “Risk Factors—Risks Related to the Healthcare Industry—Our telehealth offering and relationships with our affiliated

physician-owned professional entities may implicate laws governing the practice of medicine and fee-splitting.”

Healthcare Fraud and Abuse Laws

Although the consumers who use our offerings do so outside of any medication or other health benefits covered under

their health insurance, including any commercial or government healthcare program, we may nonetheless be subject to a

number of federal and state healthcare regulatory laws that restrict certain business practices in the healthcare industry.

These laws include, but are not limited to, federal and state anti-kickback, self-referral, false claims, and other healthcare

fraud and abuse laws. For further information, please see Part I, Item 1A, “Risk Factors—Risks Related to the Healthcare

Industry—We may be subject to state and federal fraud and abuse and other healthcare regulatory laws and regulations. If

we or our commercial partners act in a manner that violates such laws or otherwise engage in misconduct, we may be

subject to civil or criminal penalties as well as exclusion from government healthcare programs.”

Healthcare Reform

A primary trend in the U.S. healthcare industry is cost containment. In the United States, there have been, and likely will

continue to be, a number of federal and state legislative and regulatory changes and proposed changes regarding the

healthcare system directed at containing or lowering the cost of healthcare, including the costs of medication. For further

information please see Part I, Item 1A, “Risk Factors—Risks Related to the Healthcare Industry—The impact of healthcare

reform legislation and other proposed or future changes impacting the healthcare industry and healthcare spending on us is

currently unknown, but may adversely affect our business, financial condition and results of operations.”

Additional Information

GoodRx Holdings, Inc., a Delaware corporation, was incorporated in September 2015. We were initially formed in

September 2011 as GoodRx, Inc., a Delaware corporation that is now our indirect subsidiary. We completed our initial public

offering (“IPO”) of our Class A common stock in September 2020.

Our Internet address is www.goodrx.com (http://www.goodrx.com). At our Investor Relations website, investors.goodrx.com, we make available

free of charge a variety of information for investors, including our Annual Report on Form 10-K, quarterly reports on Form

10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we

electronically file that material with or furnish it to the SEC.

Our Code of Business Conduct and Ethics applies to all of our directors, officers and employees, including our principal

executive officer and our principal financial officer. A copy of the code is available on our website at www.goodrx.com (http://www.goodrx.com) in the

“Governance” section of the “Investors” page. In addition, we intend to post on our website all disclosures that are required

by law concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics. The

information found on our website is not part of this or any other report we file with, or furnish to, the SEC.

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Our business involves significant risks, some of which are described below. You should carefully consider the risks and

uncertainties described below, together with all of the other information in this Annual Report on Form 10-K. The risks and

uncertainties described below are not the only ones we face. Additional risk and uncertainties that we are unaware of or that

we deem immaterial may also become important factors that adversely affect our business. The realization of any of these

risks and uncertainties could have a material adverse effect on our reputation, business, financial condition, results of

operations, growth and future prospects as well as our ability to accomplish our strategic objectives. In that event, the

market price of our Class A common stock could decline and you could lose part or all of your investment.

Risks Related to Our Limited Operating History and Recent Growth Rates

Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the

risks and challenges we may encounter.

Our limited operating history and evolving business make it difficult to evaluate and assess the success of our business

to date, our future prospects and the risks and challenges that we may encounter. These risks and challenges include our

ability to:

• continue to attract new consumers to our platform and position our platform as an important way to make

purchasing decisions for prescription medications and other healthcare products and services;

• retain our consumers and encourage them to continue to utilize our platform when purchasing healthcare

products and services;

• attract new and existing consumers to rapidly adopt new offerings on our platform;
• increase the number of consumers that use our subscription offerings or the number of subscription programs

that we manage;

• increase and retain our consumers that subscribe to our subscription offerings, such as Gold;
• attract and retain industry players for inclusion in our platform, including pharmacies, PBMs and pharma

manufacturers;

• comply with existing and new or amended laws and regulations applicable to our business and in our industry;
• anticipate and respond to macroeconomic changes, changes in medication pricing and industry pricing

benchmarks and changes in market dynamics in the markets in which we operate;

• react to challenges from existing and new competitors and evolving industry trends;
• maintain and enhance the value of our reputation and brand;
• effectively manage our growth;
• realize expected benefits from restructuring and cost reduction efforts;
• hire, integrate and retain talented people at all levels of our organization;
• maintain and improve the infrastructure underlying our platform, including our apps and websites, including

with respect to data protection and cybersecurity; and

• successfully update our platform, including expanding our platform and offerings into different healthcare

products and services, develop and update our apps, features, offerings and services to benefit our consumers

and enhance the consumer experience.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above

and those described elsewhere in this Part I, Item 1A, “Risk Factors,” our business, financial condition and results of

operations could be adversely affected. Further, because we have limited historical financial data and our business

continues to evolve and expand within the U.S. healthcare industry, any predictions about our future revenue and expenses

may not be as accurate as they would be if we had a longer operating history, operated a more predictable business or

operated in a less regulated industry. We have encountered in the past, and will encounter in the future, risks and

uncertainties frequently experienced by growing companies with limited operating histories and evolving businesses that

operate in highly regulated and competitive industries. If our assumptions regarding these risks and uncertainties, which we

use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of

operations could differ materially from our expectations and our business, financial condition and results of operations would

be adversely affected.

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Our recent growth rates may not be sustainable or indicative of future growth.

Our historical rate of growth may not be sustainable or indicative of our future rate of growth. We estimate that

prescription transactions revenue will be impacted by recent and future retail pharmacy store closures, and that subscription

revenue may decrease, while pharma manufacturer solutions revenue may continue to grow as a percentage of total

revenue in the near to medium term. We believe that our ability to improve or maintain revenue and margins and obtain

profitability, will depend upon, among other factors, our ability to address the challenges, risks and difficulties described

elsewhere in this Part I, Item 1A, “Risk Factors” and the extent to which our various offerings grow, organically and through

acquisitions, and contribute to our results of operations. We cannot provide assurance that we will be able to successfully

manage any such challenges or risks to our future growth. In addition, our base of consumers may not continue to grow or

may decline due to a variety of risks, including increased competition, changes in the dynamics among industry participants

and us, changes in the regulatory landscape and the maturation of our business. Any of these factors could cause our

revenue growth to decline and may adversely affect our margins and profitability. Failure to grow our revenue or improve

margins would have a material adverse effect on our business, financial condition and results of operations. You should not

rely on our historical rate of revenue growth for any prior quarterly or annual period as an indication of our future

performance.

Our results of operations vary and may fluctuate significantly from period-to-period.

Our quarterly and annual results of operations have historically varied from period-to-period and we expect that our

results of operations will continue to do so for a variety of reasons, many of which are outside of our control and are difficult

to predict. We have presented many of the factors that may cause our results of operations to fluctuate in this Part I, Item

1A, “Risk Factors,” including the extent to which our various offerings grow and contribute to our results of operations. In

addition, we typically experience stronger consumer demand during the first and fourth quarters of each year, which coincide

with generally higher consumer healthcare spending, doctor office visits, annual benefit enrollment season and seasonal

cold and flu trends. We may experience stronger demand for our pharma manufacturer solutions offering during the fourth

quarter of each year, which coincides with pharma manufacturers' annual budgetary spending patterns. Additionally, a

majority of our pharma manufacturer solutions revenue in any given quarter is derived from contracts entered into with our

customers during previous quarters. Consequently, a decline in new or renewed contracts in any one quarter may not be

fully reflected in our revenue for that quarter. The changing retail pharmacy landscape, as well as the grocer issue and the

impact of COVID-19 may have masked some of these trends in recent periods and may continue to impact these trends in

the future. As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened

renegotiations between pharmacies and PBMs as a result of the pharmacies' increased focus on rationalizing their

spending, which in turn has had and may continue to have an adverse impact on our prescription transactions revenue. The

cumulative effects of such factors could result in large fluctuations and unpredictability in our quarterly and annual results of

operations. As a result, comparing our results of operations on a period-to-period basis may not be meaningful and investors

should not rely on our past results as an indication of our future performance.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial

analysts or investors for any period. If our revenue or results of operations fall below the expectations of analysts or

investors or below any guidance we may provide, or if the guidance we provide is below the expectations of analysts or

investors, the price of our Class A common stock could decline substantially. Such a stock price decline could occur even

when we have met any previously publicly stated guidance we may provide.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business

strategy.

In the past, we experienced rapid growth in our business operations and the number of consumers that use our

offerings, and we may experience such growth in the future. This historical growth placed, and may in the future place,

significant demands on our management and our operational and financial infrastructure. Our ability to manage our future

growth effectively and to integrate new employees, technologies and acquisitions into our existing business may require us

to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage

employees. Management of growth is particularly difficult when employees work from home as a result of our hybrid/remote

workplace. Growth could strain our ability to develop and improve our operational, financial and management controls,

enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain consumer

satisfaction. Additionally, if we do not effectively manage the growth of our business and operations, the quality of our

platform and offerings could suffer, which could negatively affect our reputation and brand, business, financial condition and

results of operations.

Risks Related to Our Business

We may be unsuccessful in achieving broad market education and changing consumer purchasing habits.

Our success and future growth largely depend on our ability to increase consumer awareness of our platform and

offerings, and on the willingness of consumers to utilize our platform to access information, discounted prices for prescription

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medications and other healthcare products and services. We believe the vast majority of consumers make purchasing

decisions for healthcare products and services on the basis of traditional factors, such as insurance coverage, availability at

nearby pharmacies and availability of nearby medical testing. This traditional decision-making process does not always

account for restrictive and complex insurance plans, high deductibles, expensive co-pays and other factors, such as

discounts or savings available at alternative pharmacies or practices. To effectively market our platform, we must educate

consumers about the various purchase options and the benefits of using GoodRx codes when purchasing prescription

medications and other healthcare products and services. We focus our marketing and education efforts on consumers, but

also aim to educate and inform healthcare providers, pharmacists and other participants that interact with consumers,

including at the point of purchase. However, we cannot assure you that we will be successful in changing consumer

purchasing habits or that we will achieve broad market education or awareness among consumers. Even if we are able to

raise awareness among consumers, they may be slow in changing their habits and may be hesitant to use our platform for a

variety of reasons, including:

• lack of experience with our Company and platform, and concerns that we are relatively new to the industry;
• perceived health, safety or quality risks associated with the use of a new platform and applications to shop for

discounted prices for prescription medications;

• lack of awareness that there is a disparity of pricing for prescription medicines and other medical products and

services;

• perception that our platform does not provide adequate discounted prices or only offers savings for a limited

selection of prescription medications;

• perception that discounted prices offered through our platform are less competitive than insurance coverage;
• perception regarding acceptance rates of pharmacies for our GoodRx codes available through our platform,

such as what occurred in connection with the grocer issue;

• traditional or existing relationships with pharmacies, pharmacists or other providers that sell healthcare

products and services;

• concerns about the privacy and security of the data that consumers share with or through our platform, such as

in relation to our FTC Order to resolve all claims and allegations arising out of or relating to the FTC's

investigation into our privacy and security practices;

• competition and negative selling efforts from competitors, including competing platforms and price matching

programs; and

• perception regarding the time and complexity of using our platform or using and applying our GoodRx codes

available through our platform at the point of purchase.

If we fail to achieve broad market education of our platform and/or the options for purchasing healthcare products and

services, or if we are unsuccessful in changing consumer purchasing habits, our business, financial condition and results of

operations would be adversely affected.

We may be unable to continue to attract, acquire and retain consumers, or may fail to do so in a cost-effective

manner.

Our success depends in part on our ability to cost-effectively attract and acquire new consumers, retain our existing

consumers and encourage our consumers to continue to utilize our platform when making purchasing decisions for

prescription medications and other healthcare products and services. To expand our base of consumers, we must appeal to

consumers who have historically used traditional outlets for their healthcare products and services, and who may be

unaware of the possibility or benefits of using discounted prices to purchase healthcare products and services outside of

insurance programs. We have made significant investments related to consumer acquisition and expect to continue to spend

significant amounts to acquire additional consumers. We cannot assure you that this spending will be effective or that

revenue from new consumers that we acquire will ultimately exceed the cost of acquiring those consumers. Alternatively, we

have and may continue to focus on the efficiency of our spending on customer acquisition related strategies, which may

impact our ability to acquire or retain consumers. If we fail to deliver reliable and significant discounted prices for prescription

medications, we may be unable to acquire or retain consumers. If we are unable to acquire or retain consumers who use our

platform in volumes and with recurrence sufficient to grow our business, we may be unable to maintain the scale necessary

for operational efficiency and to drive beneficial and self-reinforcing network effects across the broader healthcare

ecosystem, including pharmacies, PBMs and pharma manufacturers. Consequently, we may not be able to present the

same quality or range of solutions on our platform or otherwise, which may adversely impact consumer interest in our

platform, in which case our business, financial condition and results of operations would be adversely affected.

We believe that our paid and non-paid marketing initiatives have been critical in promoting consumer awareness of our

platform and offerings, which in turn has driven new consumer growth and increased the extent to which existing consumers

have used our platform. Our paid marketing initiatives include television, search engine marketing, mail to consumers and

healthcare provider offices, email, display, radio and magazine advertising and social media marketing as well as consumer

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discounts and incentives. For example, we actively market our platform and offerings through television and we rely on

direct mail to distribute marketing materials to consumers. If we are unable to cost-effectively market to consumers, or if we

elect to reduce our spending to drive traffic to our apps and websites, our ability to acquire new consumers and our financial

condition would be materially and adversely affected. We also buy search advertising primarily through search engines such

as Google and Bing, and use internal analytics and external vendors for bid optimization and channel strategy. Our non-paid

advertising efforts include search engine optimization, non-paid social media and e-mail marketing. Search engines

frequently modify their search algorithms and these changes can cause our websites to receive less favorable placements,

which could reduce the number of consumers who visit our websites. The costs associated with advertising through search

engines can also vary significantly from period to period, and have generally increased over time. We may be unable to

modify our strategies in response to any future search algorithm changes made by the search engines, which could require

a change in the strategy we use to generate consumer traffic to our websites. In addition, our websites must comply with

search engine guidelines and policies, which are complex and may change at any time. If we fail to follow such guidelines

and policies properly, search engines may rank our content lower in search results or could remove our content altogether

from their indices. Antitrust developments pertaining to search engines could also adversely impact the effectiveness of our

content. Although consumer traffic to our apps is not reliant on search results, growth in mobile device usage may not

decrease our overall reliance on search results if consumers use our mobile websites rather than our apps or use search to

initially find our apps. In fact, growth in mobile device usage may exacerbate the risks associated with how and where our

websites are displayed in search results because mobile device screens are smaller than desktop computer screens and

therefore display fewer search results.

In addition, we actively encourage new and existing consumers to use our apps to access our platform. We believe that

our apps help to facilitate increased consumer retention and that consumers that access our platform through our apps are

more likely to utilize GoodRx codes at the final point of purchase. While we have invested and will continue to invest in the

development of our apps to improve consumer utilization, there can be no assurance that our efforts to drive adoption and

use of our apps will be effective.

To remain competitive and encourage the use of our platform, we have in the past offered and may continue to offer

incentives to certain consumers that further reduce discounted prices offered on our platform. We cannot assure that offering

such incentives will be successful in attracting new and recurring consumers or that we will be able to maintain competitive

discounted prices in the future to retain such consumers. If we are unable to successfully manage these incentives, our

financial performance may be adversely impacted.

Our consumer education, acquisition and retention initiatives can be expensive and may be ineffective in driving

consumer education or interest in our platform. Further, if new or existing consumers do not perceive that the discounted

prices presented through our platform are reliable or meaningful, or if we fail to offer new and relevant offerings and

application features, we may not be able to attract or retain consumers or increase the extent to which they use our platform

and applications for other or future purchases. If we fail to continue to grow our base of consumers, retain existing

consumers or increase consumer engagement, our business, financial condition and results of operations will be adversely

affected.

We rely significantly on our prescription transactions offering and may not be successful in expanding our

offerings within our markets, particularly the U.S. prescriptions market, or to other segments of the healthcare

industry.

To date, the majority of our revenue has been derived from our prescription transactions offering. When a consumer

uses a GoodRx code to fill a prescription and saves money compared to the list price at that pharmacy, we receive fees from

our partners, including PBMs, pharma manufacturers and pharmacies, as applicable. Revenue from our prescription

transactions offering represented 73%, 73% and 72% of our revenue for the years ended December 31, 2024, 2023 and

2022, respectively. Substantially all of this revenue was generated from consumer transactions at brick-and-mortar

pharmacies. The introduction of competing offerings with lower prices for consumers, fluctuations in prescription prices,

mass closures of retail pharmacy chain locations, changes in consumer purchasing habits, including an increase in the use

of mail delivery prescriptions, changes in our relationships with industry participants and our various partners, changes in the

regulatory landscape, and other factors could result in changes to our contracts or a decline in our total revenue, which have

had and may continue to have an adverse effect on our business, financial condition and results of operations. Because we

derive a majority of our revenue from our prescription transactions offering, any material decline in the use of such offering

or in the fees we receive from our partners in connection with such offering would have a pronounced impact on our future

revenue and results of operations, particularly if we are unable to expand our offerings overall.

We seek to expand our offerings within the prescriptions market and the pharma manufacturer solutions market in the

United States, and we are actively investing in these growth areas. We also continue to focus on the optimization of our

existing partnerships and have entered into, and may in the future enter into, new or revised agreements with industry

participants, and have also terminated, and may in the future terminate, existing arrangements with industry participants.

However, expanding our offerings, entering into new markets and entering into new partnerships requires substantial

additional resources, and our ability to succeed is not certain. During and following periods of active investment in such

offerings, markets, relationships and partnerships, we may experience a decrease in profitability or margins, particularly if

the area of investment generates lower margins than our other offerings. As we attempt to expand our offerings and optimize

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our partnerships, we may need to take additional steps, such as hiring additional personnel, partnering with new third parties

and incurring considerable research and development expenses, in order to pursue such expansion and optimization

successfully. Any such expansion and/or optimization would be subject to additional uncertainties and would likely be subject

to additional laws and regulations. As a result, we may not be successful in future efforts to expand into or achieve

profitability from new markets, new business models or strategies, new partnerships or new offering types, and our ability to

generate revenue from our current offerings and continue our existing business may be negatively affected. If any such

expansion does not enhance our ability to maintain or grow revenue or recover any associated development costs, our

business, financial condition and results of operations could be adversely affected.

Our business is subject to changes in medication pricing and is significantly impacted by pricing structures

negotiated by industry participants.

Our platform aggregates and analyzes pricing data from a number of different sources. The discounted prices that we

present through our platform are based in large part upon pricing structures negotiated by industry participants. Although

some of our contracts with certain of our partners contain provisions related to discount pricing, we do not control the overall

pricing strategies of pharma manufacturers, wholesalers, PBMs and pharmacies, each of which is motivated by independent

considerations and drivers that are outside our control and has the ability to set or significantly impact market prices for

different prescription medications. While we have contractual and non-contractual relationships with certain industry

participants, such as pharmacies, PBMs and pharma manufacturers, these and other industry participants often negotiate

complex and multi-party pricing structures, and we have no control over these participants and the policies and strategies

that they implement in negotiating these multi-party pricing structures. For example, the grocer issue had a material adverse

impact on our results of operations for the years ended December 31, 2023 and 2022 and while the impact has attenuated

in 2024, we expect that it will continue to have a sustained adverse impact in future periods.

Pharma manufacturers generally direct medication pricing by setting medication list prices and offering rebates and

discounts for their medications. List prices are impacted by, among other things, market considerations such as the number

of competitor medications and availability of alternative treatment options. Wholesalers can impact medication pricing by

purchasing medications in bulk from pharma manufacturers and then reselling such medications to pharmacies. PBMs

generally impact medication pricing through their bargaining power, negotiated rebates with pharma manufacturers and

contracts with different pharmacy providers and health insurance companies. PBMs work with pharmacies to determine the

negotiated rate that will be paid at the pharmacy by consumers. We also work with pharmacies with which we have

contractual arrangements to offer discount prices to consumers. Medication pricing is also impacted by health insurance

companies and the extent to which a health insurance plan provides for, among other things, covered medications, preferred

tiers for different medications and high or low deductibles. To the extent future regulation impacts the prices that PBMs can

charge, that could adversely impact our business. A majority of the utilization of our platform relates to generic medications.

Our ability to present discounted prices through our platform, the value of any such discounts and our ability to generate

revenue are directly affected by the pricing structures in place amongst these industry participants, and changes in

medication pricing and in the general pricing structures that are in place could have an adverse effect on our business,

financial condition and results of operations. For example, changes in the negotiated rates of the PBMs on our platform at

pharmacies could negatively impact the prices that we present through our platform, and changes in insurance plan

coverage for specific medications could reduce demand for and/or our ability to offer competitive discounts for certain

medications, any of which could have an adverse effect on our ability to generate revenue and business. In addition,

changes in the fee and pricing structures among industry participants, whether due to regulatory requirements, competitive

pressures or otherwise, that reduce or adversely impact fees generated by PBMs or directly by us through partner

pharmacies would have an adverse effect on our ability to generate revenue and business. Due in part to existing pricing

structures, we generate a smaller portion of our revenue through contracts with pharma manufacturers and other

intermediaries. Changes in the roles of industry participants and in general pricing structures, increased regulatory scrutiny

and action against industry participants, as well as price competition among industry participants, could have an adverse

impact on our business. For example, integration of PBMs and pharmacy providers could result in pricing structures

whereby such entities would have greater pricing power and flexibility or industry players could implement direct to

consumer initiatives that could significantly alter existing pricing structures, either of which would have an adverse impact on

our ability to present competitive and low prices to consumers and, as a result, the value of our platform for consumers and

our results of operations.

We generally do not control the categories and types of prescriptions for which we can offer savings or discounted

prices.

The categories and brands of medications for which we can present discounted prices are largely determined by PBMs,

pharmacies and pharma manufacturers. PBMs work with insurance companies, employers and other organizations and

enter into contracts with pharmacies to determine negotiated rates. They also negotiate rebates with pharma manufacturers.

The terms that various PBMs negotiate with each pharmacy are generally different and result in different negotiated rates

available via each PBM’s network, all of which is outside our control. Different PBMs prioritize and allocate discounts across

different medications, and continuously update these allocations in accordance with their internal strategies and

expectations. As we have agreements with PBMs to market their negotiated rates through our platform, our ability to present

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discounted prices is in part dependent upon the arrangements that such PBMs have negotiated with pharmacies and upon

the resulting availability and allocation of discounts for medications subject to these arrangements. We also have

agreements with partner pharmacies to offer discount prices to consumers and such discount prices are subject to

negotiated terms and conditions. In general, industry participants are less likely to allocate or provide discounts or rebates

on brand medications that are covered by patents. As a result, the discounted prices that we are able to present for brand

medications may not be as competitive as for generic medications. Similar to the total prescription volume in the United

States, the majority of the utilization of our platform relates to generic medications.

Changes in the categories and types of medications for which we can present pricing through our platform could have

an adverse effect on our business, financial condition and results of operations. In addition, demand for our offerings and the

use and utility of our platform is impacted by the value of the discounts that we are able to present and the extent to which

there is inconsistency in the price of a particular prescription across the market. If pharmacies, PBMs or others do not

allocate or otherwise facilitate adequate discounts for these medications, or if there is significant price similarity or

competition across PBMs and pharmacies, the perceived value of our platform and the demand for our offerings would

decrease and there would be a significant impact on our business, financial condition and results of operations.

We rely on a limited number of industry participants.

There is currently significant concentration in the U.S. healthcare industry, and in particular there are a limited number

of PBMs, including pharmacies’ in-house PBMs, and a limited number of national pharmacy chains. If we are unable to

retain favorable contractual arrangements and relationships with our PBM partners and partner pharmacies, including any

successor PBMs or pharmacies should there be further consolidation of PBMs or pharmacies, we may lose them as

customers and partners, as applicable, or the negotiated rates provided by such PBMs or directly through such partner

pharmacies may become less competitive, which could have an adverse impact on the discounted prices we present

through our platform. Additionally, there is a limited number of counterparties and vendors who provide us with prescription

transaction processing services that support our business. If our current counterparties and vendors were to stop providing

services on acceptable terms, the resulting disruption could also have an adverse effect on our business.

A limited number of PBMs generate a significant percentage of the discounted prices that we present through our

platform and, as a result, we generate a significant portion of our revenue from contracts with a limited number of PBMs. We

work with dozens of PBMs that maintain cash networks and prices, and the number of PBMs we work with has significantly

increased over time, limiting the extent to which any one PBM contributes to our overall revenue; however, we may not

expand beyond our existing PBM partners and the number of our PBM partners may even decline. Revenue from each PBM

fluctuates from period to period as the discounts and prices available through our platform change, and different PBMs

experience increases and decreases in the volume of transactions processed through their respective networks. Further,

some of our contracts contain exclusivity provisions, which could limit our ability to negotiate pricing terms as market prices

fluctuate. Our three largest PBM customers accounted for 27% of our revenue in 2024, 32% of our revenue in 2023 and

31% of our revenue in 2022. In 2024, no single PBM customer accounted for more than 10% of our revenue. In 2023 and

2022, one PBM customer accounted for more than 10% of our revenue. The loss of any of these large PBM customers may

negatively impact the breadth of the pricing that we are able to offer consumers.

Most of our PBM contracts provide for monthly payments from PBMs. Our PBM contracts generally can be divided into

two categories: PBM contracts featuring a percentage of fee arrangement, where fees are a percentage of the fees that

PBMs charge to pharmacies, and PBM contracts featuring a fixed fee per transaction arrangement. Our percentage of fee

contracts often also include a minimum fixed fee per transaction. The majority of our PBM contracts are percentage of fee

contracts, and a minority of our contracts provide for fixed fee per transaction arrangements. Our PBM contracts generally

have a tiered fee structure based on volume generated in the applicable payment period. Our PBM contracts do not contain

minimum volume requirements, and thus do not provide for any assurance as to minimum payments to us. Our PBM

contracts generally renew automatically. In addition, our PBM contracts generally provide for continuing payments to us after

such contracts are terminated. Some of our PBM contracts provide for these continuing payments for so long as negotiated

rates related to the applicable PBM contract continue to be used after termination, and other contracts provide for these

continuing payments for specified multi-year payment periods after termination. Between contract renewals, our current

contracts generally provide for limited termination rights.

In addition, our PBM contracts typically include provisions that prevent PBMs from circumventing our platform,

redirecting volumes outside of our platform and other protective measures. For example, our PBM contracts contain

provisions that limit PBM use of our intellectual property related to our brand and platform and require PBMs to maintain the

confidentiality of our data. While we have consistently renewed and extended the term of our contracts with PBMs over time,

there can be no assurance that PBMs will enter into future contracts or renew existing contracts with us, or that any future

contracts they enter into will be on equally favorable terms. Changes that limit or otherwise negatively impact our ability to

receive fees from these partners would have an adverse effect on our business, financial condition and results of operations.

Consolidation of PBMs or the loss of a PBM could negatively impact the discounts and prices that we present through our

platform and may result in less competitive discounts and prices on our platform.

Our consumers use GoodRx codes at the point of purchase at nearby pharmacies. These codes can be used at over

70,000 pharmacies in the United States. The U.S. prescriptions market is dominated by a limited number of national and

regional pharmacy chains, such as CVS, Kroger, Walmart and Walgreens. These pharmacy chains represent a significant

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portion of overall prescription medication transactions in the United States. Similarly, a significant portion of our discounted

prices are used at a limited number of pharmacy chains and, as a result, a significant portion of our revenue is derived from

transactions processed at a limited number of pharmacy chains. We have entered, and may in the future enter, into direct

contractual arrangements with pharmacies, which we refer to as our partner pharmacies, to offer discount prices to

consumers at such pharmacies. Further, if counterparties and vendors we use to process prescriptions were to stop

providing services to us on acceptable terms, we may be unable to procure alternative services from other counterparties or

vendors in a timely and efficient manner and on similar acceptable terms. Accordingly, we may incur significant costs to

resolve any such disruptions in services, which could have a material adverse effect on our business.

In the last year, many pharmacy chains announced plans to close thousands of retail pharmacy locations in the near

term. We derive a significant portion of our revenue from transactions processed at pharmacy chains. If our consumers are

unable to access retail pharmacies, they may seek other options to fill their prescriptions, such as through mail delivery

services, or choose not to fill or refill existing prescriptions, which may adversely impact our revenues. We do not generate a

significant percentage of revenue from mail delivery service. To the extent consumer preferences change, including as a

result of public health concerns or due to retail pharmacy closures, we may not be able to accommodate sufficient demand

for mail delivery service which may have an adverse effect on our business, financial condition and results of operations.

The impact of the changing retail pharmacy landscape is currently unknown, but may adversely affect our business,

financial condition, and results of operations.

If one or more pharmacy chains terminates its cash network contracts with PBMs that we work with, enters into cash

network contracts with PBMs that we work with at less competitive rates or, to the extent a pharmacy chain has entered into

a direct contractual arrangement with us, terminates such contractual arrangement, our business may be negatively

affected. For example, a grocery chain took actions late in the first quarter of 2022 that impacted acceptance of discounted

pricing for a subset of prescription drugs from PBMs and whose pricing we promote on our platform. This had a material

adverse impact on our results of operations and we expect that it will continue to have a sustained adverse impact in future

periods. Such actions could be exacerbated by further consolidation of PBMs or pharmacy chains. If such changes,

individually or in the aggregate, are material, they would have an adverse effect on our business, results of operations and

financial condition. If there is a decline in revenue generated from any of the PBMs or pharmacies we contract with, as a

result of consolidation of PBMs or pharmacy chains, pricing competition among industry participants or otherwise, if we are

unable to maintain or grow our relationships with PBMs and pharmacies or if we lose one or more of the PBMs or partner

pharmacies we contract with and cannot replace such PBM or partner pharmacy in a timely manner or at all, there would be

an adverse effect on our business, financial condition and results of operations.

We operate in a very competitive industry and we may fail to effectively differentiate our offerings and services

from those of our competitors, which could impair our ability to attract and acquire new consumers and retain

existing consumers.

The U.S. prescriptions market, pharma manufacturer solutions market and telehealth market are highly competitive and

subject to ongoing innovation and development. Our ability to remain competitive is dependent upon our ability to appeal to

consumers and attract and acquire new consumers to our platform, including through our apps. Our ability to remain

competitive is also dependent upon our ability to retain existing consumers and encourage them to continue to use our

platform as a tool for purchasing healthcare products and services. We operate in a highly competitive environment and in

an industry that is subject to significant market pressures brought about by consumer demands, a limited number of major

PBMs and pharmacy operators, fluctuations in medication pricing, legislative and regulatory activity, significant changes in

demand and interest in telehealth and other market factors.

We compete with companies that provide savings on prescriptions, as well as companies that offer advertising and

market access for pharma manufacturers. Within the prescriptions discounts and price comparison market, our competition

is fragmented and consists of competitors that are larger and smaller than us in scale, including large e-commerce

companies. There can be no assurance that competitors will not develop and market similar offerings to ours, or that

industry participants, such as integrated PBMs and pharmacy providers, will not seek to leverage our platform to drive

consumer demand and traffic to their networks and eventually away from, or outside of, our platform. We may face

increased competition from those that attempt to replicate our business model or marketing tactics, such as discount

websites, e-commerce websites, apps, cash back and loyalty programs and new comparison shopping sites from various

industry participants, any of which could impact our ability to attract and retain consumers. Our pharma manufacturer

solutions offering competes for advertising and market access budget allocation against traditional direct to consumer and

other platforms on which pharmaceutical manufacturers can reach consumers, such as through physicians, health-related

apps and websites, television advertisements and services supporting patient access. We also face competition in the

telehealth market from a range of companies, including providers of telehealth services that are larger than us, and which

usually provide telehealth services on behalf of employers and insurance plans. A competitor’s offerings, reputation and

marketing strategies can have a substantial impact on its ability to attract and retain consumers, and we may face

competition from existing or new market entrants with greater resources and better offerings, pricing, reputations and market

strategies, which would have a negative impact on our business. Any such competitor may be better able to respond quickly

to new technologies, develop deeper relationships with consumers and industry participants, including pharmacies, PBMs

and telehealth providers, or offer more competitive discounts or pricing. While we negotiate protective terms related to our

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discounted prices, our intellectual property and our consumers, in our contracts with PBMs and partner pharmacies, such

contracts are not exclusive and PBMs as well as our partner pharmacies can work with others in the industry to drive volume

to their networks. For example, our contracts include provisions that, among others, restrict the ability of PBMs and our

partner pharmacies to compete with us and solicit our consumers. We aim to differentiate our business through scale and by

innovating and delivering offerings and services that demonstrate value to our new and existing consumers, particularly in

response to frequent changes in medication pricing and the cost of medical care. Our failure to innovate and deliver

offerings and services that demonstrate value, or to market such offerings and services effectively, may affect our ability to

acquire or retain consumers, which could have a material adverse effect on our business, results of operations and financial

condition.

We may also face competition from companies that we do not yet know about. If existing or new companies develop or

market an offering similar to ours, develop an entirely new solution for access to affordable healthcare, acquire one of our

existing competitors or form a strategic alliance with one of our competitors or other industry participants, our ability to

compete effectively could be significantly impacted, which would have a material adverse effect on our business, results of

operations and financial condition.

Our estimated addressable market is subject to inherent challenges and uncertainties. If we overestimate the size

of our addressable market or the various markets in which we operate, our future growth opportunities may be

limited.

Our TAM is based on internal estimates and third-party estimates regarding the size of each of the U.S. prescriptions

market and pharma manufacturer solutions market, and is subject to significant uncertainty and is based on assumptions

that may not prove to be accurate. In particular, we calculated the TAM for our prescription opportunity based on data from

the Centers for Medicare & Medicaid Services regarding the expected size of U.S. prescription expenditures in 2024 and

2025, plus our estimated value of prescriptions that are written but not filled, which we estimate to range between 20% to

30% of the overall prescription opportunity. These estimates are based on third-party reports and are subject to significant

assumptions and estimates. Additionally, we calculated the TAM for our pharma manufacturer solutions opportunity based

on internal data regarding the amount of advertising and marketing spending by U.S. pharma manufacturers relating to

prescription drugs in 2022. These estimates, as well as the estimates and forecasts elsewhere in this Annual Report on

Form 10-K relating to the size and expected growth of the markets in which we operate, may change or prove to be

inaccurate. While we believe the information on which we base our TAM is generally reliable, such information is inherently

imprecise. In addition, our expectations, assumptions and estimates of future opportunities are necessarily subject to a high

degree of uncertainty and risk due to a variety of factors, including those described herein. If third-party or internally

generated data prove to be inaccurate or we make errors in our assumptions based on that data, our future growth

opportunities may be affected. Additionally, our TAM for our prescription transactions offering includes medications for which

we are currently not able to offer savings on the prices paid by non-insured and insured consumers and for which we may

not be able to provide savings on in the future. If our TAM, or the size of any of the various markets in which we operate,

proves to be inaccurate, our future growth opportunities may be limited and there could be a material adverse effect on our

prospects, business, financial condition and results of operations.

We calculate certain operational metrics using internal systems and tools and do not independently verify such

metrics. Certain metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in

such metrics may harm our reputation and negatively affect our business.

We publicly disclose, including in our SEC filings, certain operational metrics, such as Monthly Active Consumers,

Monthly Visitors, subscribers, subscription plans, savings and other metrics. We calculate these metrics using internal

systems and tools that are not independently verified by any third party. These metrics may differ from estimates or similar

metrics published by third parties or other companies due to differences in sources, methodologies or the assumptions on

which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics

have evolved and may continue to change over time, which could result in unexpected changes to our metrics, including the

metrics we publicly disclose on an ongoing basis. If the internal systems and tools we use to track these metrics undercount

or overcount performance or contain algorithmic or other technical errors, the data we present may not be accurate. While

these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of

measurement, there are inherent challenges in measuring savings, the use of our platform and offerings and other metrics.

For example, we believe that there are consumers who access our offerings through multiple accounts or channels, and that

there are groups of consumers, such as families, who access our offerings through single accounts or channels, both of

which impact our number of Monthly Visitors, as each channel is counted independently. In addition, limitations or errors with

respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details

of our business, which would affect our long-term strategies. If our operating metrics or our estimates are not accurate

representations of our business, or if investors do not perceive our operating metrics to be accurate, or if we discover

material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our operating and

financial results could be adversely affected.

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Our telehealth offering is dependent on our ability to maintain our relationship with our telehealth provider network,

including our affiliated professional entities, and the ability of such entities to recruit qualified telehealth providers.

The success of our telehealth offering depends in part on our continued ability to maintain our relationship with our

telehealth provider network, including our affiliated physician-owned professional entities that we contract with to deliver our

telehealth offering, and the ability of our affiliated professional entities to recruit qualified telehealth providers. There is

significant competition in the telehealth market for qualified telehealth providers, and if our affiliated professional entities are

unable to recruit or retain an adequate number of physicians and other healthcare professionals, whether directly or

indirectly through staffing providers, such as Wheel, which provides a network of healthcare providers to our affiliated

professional entities, it could negatively impact our telehealth offering. Moreover, if one or more of our relationships with

these affiliated professional entities were to end, it could have a material adverse effect on our business, financial condition

and results of operations and/or cause us to cease our telehealth offering.

Negative media coverage could adversely affect our business.

We receive a high degree of media coverage in the United States. Unfavorable publicity regarding, for example, the

healthcare industry, healthcare costs, industry competition, litigation or regulatory activity, the actions of the entities included

or otherwise involved with our platform, negative perceptions of prescriptions included on our platform, medication pricing,

pricing structures in place amongst the industry participants, pharmacy closures, our relationships with pharmacies, PBMs

and pharma manufacturers, our data privacy or data security practices, our platform or our revenue could materially

adversely affect our reputation. Such negative publicity also could have an adverse effect on our ability to attract and retain

consumers, partners, or employees, and result in decreased revenue, which would materially adversely affect our business,

financial condition and results of operations.

We may be unable to successfully respond to changes in the market for prescription pricing, and may fail to

maintain and expand the use of GoodRx codes through our apps and websites.

In recent years, we believe that consumer preferences and access to prescription medication discounts has increasingly

shifted from traditional offline or analog channels, such as newspapers and by direct mail, to digital or electronic channels,

such as apps, websites and by email. It is difficult to predict whether the pace of the transition from traditional to digital

channels will continue at the same rate and the degree to which the growth of the digital channel will continue. While we

actively promote the use of our apps and websites, if the demand for digital channels does not continue to grow as we

expect, or if we fail to successfully address this demand through our platform, our business could be harmed. Consumer

access and preferences for purchasing medications may evolve in ways which may be difficult to predict. Further, if PBMs or

pharmacy operators elect to directly distribute pricing information through their own digital channels, or if new or existing

competitors are faster or better at addressing consumer demand and preferences for digital channels, or are able to offer

more accessible discounted prices to consumers, our ability and success in presenting discounted prices on our platform

may be impeded and our business, financial condition and results of operations would be adversely affected. If we cannot

maintain a sufficient offering of discounted prices on our platform, new consumers and existing consumers may perceive our

platform as less relevant, consumer traffic to our platform could decline and, as a result, new consumers and existing

consumers may decrease their use of our platform or subscription offerings, which would affect our contracts with certain

partners included or otherwise involved with our platform and have a material adverse effect on our business, financial

condition and results of operations.

We may be unable to maintain a positive perception regarding our platform or maintain and enhance our brand.

A decrease in the quality or perceived quality of the discounted prices available through our platform, or of our

telehealth offering, could harm our reputation and damage our ability to attract and retain consumers and partners included

or otherwise involved with our platform, which could adversely affect our business. Many factors that impact the perception

of our offerings are beyond our control.

Maintaining and enhancing our GoodRx brand and the branding and image of our various offerings, such as GoodRx

Care, is critical to our business and our ability to attract new and existing consumers to our platform. We expect that the

promotion of our brand will require us to make substantial investments and as our market becomes more competitive, these

branding initiatives may become increasingly difficult and expensive. We have and may continue to decide to reduce such

investments, which may impact our ability to acquire or retain consumers, or other partners included or otherwise involved

with our platform. The successful promotion of our brand will depend largely on our marketing and public relations efforts. If

we do not successfully maintain and enhance our brand, we could lose consumer traffic, which could, in turn, cause PBMs,

partner pharmacies, pharma manufacturers and others to terminate or reduce the extent of their relationship with us. Our

brand promotion activities may not be successful or may not yield net revenues sufficient to offset this cost, which could

adversely affect our reputation and business.

We are obligated to maintain effective internal control over financial reporting and any failure to maintain effective

internal controls may cause us to not be able to accurately report our financial condition or results of operations,

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which may adversely affect investor confidence in our company and, as a result, the value of our Class A common

stock.

As a public company, we are required, pursuant to Section 404 of The Sarbanes-Oxley Act of 2002, or Section 404, to

furnish a report by management on the effectiveness of our internal control over financial reporting. This assessment

includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

We are also required to comply with, among other requirements, the auditor attestation requirements of Section 404.

Our compliance with Section 404 requires that we incur substantial costs and expend significant management efforts.

We have engaged outside consultants who function in the capacity of an internal audit group, and we plan to continue to hire

additional consultants, accounting and financial staff with appropriate public company experience and technical accounting

knowledge as needed to maintain the system and process documentation necessary to perform the evaluation needed to

comply with Section 404.

We have had material weaknesses in our internal control over financial reporting in the past, and we cannot assure you

that there will not be material weaknesses in our internal control over financial reporting in the future. Any failure to maintain

internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results

of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent

registered public accounting firm determines that we have a material weakness in our internal control over financial

reporting, we may not be able to accurately report our financial condition or results of operations, which could cause

investors to lose confidence in our company, the market price of our Class A common stock could decline, and we could be

subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy future material

weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required

of public companies, could also restrict our future access to the capital markets.

Use of social media, emails and text messages may adversely impact our reputation, subject us to fines or other

penalties or be an ineffective source to market our offerings.

We use social media, emails and text messages as part of our omnichannel approach to marketing and consumer

outreach. Changes to these social networking services’ terms of use or terms of service that limit promotional

communications, restrictions that would limit our ability or our consumers’ ability to send communications through their

services, disruptions or downtime experienced by these social networking services or reductions in the use of or

engagement with social networking services by consumers and potential consumers could also harm our business. As laws

and regulations rapidly evolve to govern the use of these channels, the failure by us, our employees or third parties acting at

our direction to abide by applicable laws and regulations in the use of these channels could adversely affect our reputation

or subject us to fines or other penalties. In addition, our employees or third parties acting at our direction may knowingly or

inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as

the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, consumers or

others. Any such inappropriate use of social media, emails and text messages could also cause reputational damage and

adversely affect our business.

Our consumers may engage with us online through our social media pages, including, for example, our presence on

Facebook, Instagram, X (formerly known as Twitter) and TikTok, by providing feedback and public commentary about all

aspects of our business. Information concerning us or our offerings and brands, whether accurate or not, may be posted on

social media pages at any time and may have a disproportionately adverse impact on our brand, reputation or business. The

harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse

effect on our business, financial condition, results of operations and prospects.

Additionally, we use emails and text messages to communicate with consumers and we collect consumer data,

including email addresses and phone numbers, to further our marketing efforts with such consenting consumers. If we fail to

adequately or accurately collect such data or if our data collection systems are breached, our business, financial condition

and results of operations could be harmed. Further, any failure, or perceived failure, by us, or any third parties processing

such data, to comply with privacy policies or with any federal or state privacy or consumer protection-related laws,

regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which

we may be subject or other legal obligations relating to privacy or consumer protection would adversely affect our reputation,

brand and business, and may result in claims, proceedings or actions against us by governmental entities, consumers,

suppliers or others or other liabilities or may require us to change our operations and/or cease using certain data sets.

We rely on information technology to operate our business and maintain competitiveness, and must adapt to

technological developments or industry trends.

Our ability to attract new consumers and increase revenue from our existing consumers depends in large part on our

ability to enhance and improve our existing offerings, increase adoption and usage of our offerings, and introduce new

features and capabilities. The markets in which we compete are relatively new and subject to rapid technological change,

evolving industry standards, and changing regulations, as well as changing consumer needs, requirements and preferences.

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The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely

basis.

We depend on the use of information technologies and systems. As our operations grow, we must continuously improve

and upgrade our systems and infrastructure while maintaining or improving the reliability and integrity of our infrastructure.

Our future success also depends on our ability to adapt our systems and infrastructure to meet rapidly evolving consumer

trends and demands while continuing to improve the performance, features and reliability of our solutions in response to

competitive services and offerings. The emergence of alternative platforms such as smartphones and tablets and the

emergence of niche competitors who may be able to optimize offerings, services or strategies for such platforms will require

new investment in technology. New developments in other areas, such as cloud computing, artificial intelligence ("AI") and

machine learning, have made it easier for competition to enter our markets due to lower up-front technology costs. In

addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as

quickly as we would like or in a cost-effective manner. There is also no guarantee that we will possess the financial

resources or personnel, for the research, design and development of new applications or services, or that we will be able to

utilize these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance

that technological advances by one or more of our competitors or future competitors will not result in our present or future

applications and services becoming uncompetitive or obsolete. If we were unable to enhance our offerings and platform

capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to

deliver competitive offerings at lower prices, more efficiently, more conveniently or more securely than our offerings, our

business, financial condition and results of operations could be adversely affected.

We depend on our information technology systems, and those of our third-party vendors, contractors and

consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could

materially adversely affect our business, financial condition and results of operations.

We collect and maintain information in digital form that is necessary to conduct our business, and we are increasingly

dependent on information technology systems and infrastructure (“IT Systems”) to operate our business. In the ordinary

course of our business, we collect, store and transmit large amounts of confidential information, including intellectual

property, proprietary business information and personal information. It is critical that we do so in a secure manner to

maintain the confidentiality and integrity of such confidential information. We have established physical, electronic and

organizational measures to safeguard and secure our systems to prevent a data compromise, and rely on commercially

available systems, software, tools, and monitoring to provide security for our IT Systems and the processing, transmission

and storage of digital information. We have also outsourced elements of our IT Systems and data storage systems, and as a

result a number of third-party vendors may or could have access to our confidential information.

Despite the implementation of preventative and detective security controls, such IT Systems are vulnerable to damage

or interruption from a variety of sources, including telecommunications or network failures or interruptions, system

malfunction, natural disasters, malicious human acts, terrorism and war. Such IT Systems, including our servers, are

additionally vulnerable to physical or electronic break-ins, security breaches from inadvertent or intentional actions by our

employees, third-party service providers, contractors, consultants, business partners, and/or other third parties, or from

cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service

attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and

availability of information). As we continue to embrace both hybrid and remote working, we may face increased

cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely,

which may create additional opportunities for cybercriminals to exploit vulnerabilities. We may not be able to anticipate all

types of security threats, and we may not be able to implement preventive measures effective against all such security

threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate

from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates,

terrorist organizations, or hostile foreign governments or agencies. Even if identified, we may be unable to adequately

investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to

circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. In addition, the prevalent use of

mobile devices that access confidential information increases the risk of data security breaches, which could lead to the loss

of confidential information or other intellectual property.

We can provide no assurance that our current IT Systems, or those of the third parties upon which we rely, are fully

protected against cybersecurity threats. We and certain of our service providers from time to time have been and are subject

to cyberattacks and/or security incidents. Additionally, such cyberattacks and security incidents have and may remain

undetected for an extended period of time. Even when a security incident is detected, the full extent of a breach, if any, may

not be determined immediately. The costs to us to mitigate network security problems, bugs, viruses, worms, malicious

software programs and security vulnerabilities could be significant, and while we have implemented security measures to

protect our data security and IT Systems, our efforts to address these problems may not be successful. These problems,

whether related to our IT Systems and/or those of third parties upon which we rely, have resulted in, and may in the future,

result in, unexpected interruptions, delays, cessation of service and other harm to our business. While we do not believe that

we have experienced a significant system failure, accident or security breach to date that has had a material effect on us,

including our operations, business strategy, results of operations or financial condition, if such an event were to occur and

cause sustained material interruptions in our operations, it could result in a material disruption of our offerings to consumers.

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Moreover, we and our third-party vendors collect, store and transmit sensitive data, including health-related information,

personally identifiable information, intellectual property and proprietary business information in the ordinary course of our

business. If a computer security breach affects our systems or results in the unauthorized release of personally identifiable

information, our reputation could be materially damaged. In addition, such breaches have required, and may in the future

require, notification to governmental agencies, the media or individuals pursuant to various federal and state privacy and

security laws, if applicable, including HIPAA as well as regulations promulgated by the FTC and state breach notification

laws. Such breaches and allegations of such breaches expose us to risks of loss and/or litigation and potential liability, which

could materially adversely affect our business, results of operations and financial condition. There can be no assurance that

our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully

complied with or effective in protecting our systems and information.

If our or our third-party vendors’ security measures fail or are breached, it could result in unauthorized access to

confidential and proprietary business information, intellectual property, sensitive consumer data (including health-related

information) or other personally identifiable information of our consumers, employees, partners or contractors, a loss of or

damage to our data, or an inability to access data sources, process data or provide our services. Such failures or breaches

of our or our third-party vendors’ security measures, or our or our third-party vendors’ inability to effectively resolve such

failures or breaches in a timely manner, could severely damage our reputation, adversely impact consumer, partner, or

investor confidence in us, and reduce the demand for our solutions and services. In addition, we could face litigation,

significant damages for contract breach or other breaches of law, significant monetary penalties, or regulatory actions for

violation of applicable laws or regulations, and incur significant costs for remedial measures to prevent future occurrences

and mitigate past violations. The costs related to significant security breaches or disruptions could be material and exceed

the limits of the cybersecurity insurance we maintain against such risks. If the IT Systems of our third-party vendors become

subject to disruptions or security breaches, we may have insufficient recourse against such third parties and we may have to

expend significant resources to mitigate the impact of such an event, and to develop and implement protections to prevent

future events of this nature from occurring. Any disruption or loss to IT Systems on which critical aspects of our operations

depend could have an adverse effect on our business.

We use and may expand our use of AI and machine learning in our business and challenges with properly

managing their use could result in reputational harm, competitive harm and legal liability, and adversely affect our

results of operations.

We use AI and machine learning solutions in, and we may in the future integrate additional AI and/or machine learning

solutions into, our platform, offerings, products and services, and these applications may become important in our

operations over time. Our competitors or other industry participants may incorporate AI and/or machine learning into their

products more quickly or more successfully than us, which could change our market dynamics and could impair our ability to

compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations

that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial

condition, and results of operations may be adversely affected. Generally, the use of AI and machine learning applications

has in the past resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end

users of such applications. Any such cybersecurity incidents related to our use of AI and machine learning applications could

adversely affect our reputation and results of operations. AI and machine learning also present emerging ethical issues and

if our use of AI and/or machine learning becomes controversial, we may experience brand or reputational harm, competitive

harm or legal liability. For example, various parties are leveraging existing laws to advocate for liability based on certain AI-

related actions, including instances of discriminatory, tortious, or other undesired outcomes, and policymakers are adopting

or considering the adoption of additional laws, regulations, or other actions with respect to AI. The rapid evolution of AI and

machine learning, including potential government regulation thereof, could require us to devote significant resources to

develop, test and maintain our implementation of such technology in order to minimize unintended, harmful impact.

The regulatory framework for AI technologies is also rapidly evolving as many federal, state and foreign government

bodies and agencies have introduced or are currently considering additional laws and regulations. Existing laws and

regulations may be interpreted in ways that would affect the operation of our AI technologies. As a result, implementation

standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine

the impact future laws, regulations, standards, or market perception of their requirements may have on our business and

may not always be able to anticipate how to respond to these laws or regulations.

Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI technologies, and

new laws regulating AI technologies are expected to enter into force in the United States in 2025. The Trump administration

has rescinded an executive order relating to the safe and secure development of AI Technologies that was previously

implemented by the Biden administration. The Trump administration then issued a new executive order that, among other

things, requires certain agencies to develop and submit to the president action plans to “sustain and enhance America’s

global AI dominance,” and to specifically review and, if possible, rescind rule-making taken pursuant to the rescinded Biden

executive order. Thus, the Trump administration may continue to rescind other existing federal orders and/or administrative

policies relating to AI Technologies, or may implement new executive orders and/or other rule making relating to AI

Technologies in the future. Any such changes at the federal level could require us to expend significant resources to modify

our products, services, or operations to ensure compliance or remain competitive. Agencies such as the Department of

Commerce and the FTC have issued proposed rules governing the use and development of AI technologies. Legislation

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related to AI technologies has also been introduced at the federal level and is advancing at the state level. For example, on

March 13, 2024, Utah passed the Utah AI Policy Act, which took effect in May 2024, imposing certain disclosure

requirements on the use of AI, and on May 17, 2024, Colorado enacted the Colorado AI Act, which will take effect in

February 2026. Further, the California Privacy Protection Agency is currently in the process of finalizing regulations under

the CCPA regarding the use of automated decision-making. Such additional regulations may impact our ability to develop,

use and commercialize AI technologies in the future.

It is possible that further new laws and regulations will be adopted in the United States, or that existing laws and

regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI

technologies for our business, or require us to change the way we use AI technologies in a manner that negatively affects

the performance of our business and the way in which we use AI technologies. We may need to expend resources to adjust

our operations in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions. Further, the

cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and

would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI

technologies). Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws

and regulations, could adversely affect our business, financial condition and results of operations.

Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to

comply with these laws and regulations could substantially harm our business and results of operations.

We are subject to general business regulations and laws specifically governing the internet and e-commerce.

Furthermore, the regulatory landscape impacting these areas is constantly evolving. Existing and future regulations and laws

could impede the growth of the internet, e-commerce or other online services. These regulations and laws may involve

taxation, tariffs, privacy and data security, anti-spam, data protection, content, copyrights, distribution, electronic contracts,

electronic communications, money laundering, electronic payments and consumer protection. It is not clear how existing

laws and regulations governing issues such as property ownership, sales and other taxes, libel and personal privacy apply

to the internet as the vast majority of these laws and regulations were adopted prior to the advent of the internet and do not

contemplate or address the unique issues raised by the internet or e-commerce. It is possible that general business

regulations and laws, or those specifically governing the internet or e-commerce may be interpreted and applied in a manner

that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

We cannot assure you that our practices have complied, comply or will in the future comply with all such laws and

regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to

our reputation, a loss in business, and proceedings or actions against us by governmental entities or others. For example,

recent automatic renewal laws, which require companies to adhere to enhanced disclosure requirements when entering into

automatically renewing contracts with consumers, resulted in class action lawsuits against companies that offer online

products and services on a subscription or recurring basis. These and similar proceedings or actions could hurt our

reputation, force us to spend significant resources in defense of these proceedings, distract our management, increase our

costs of doing business, and cause consumers and paid merchants to decrease their use of our platform, and may result in

the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from the

costs or consequences of non-compliance with any such laws or regulations. In addition, it is possible that governments of

one or more countries may seek to censor content available on our apps and websites or may even attempt to completely

block access to our platform. Adverse legal or regulatory developments could substantially harm our business.

Our business relies on email, mail and other messaging channels and any technical, legal or other restrictions on

the sending of such correspondence or a decrease in consumer willingness to receive such correspondence could

adversely affect our business.

Our business depends in part upon the emailing and mailing of promotional materials, cards with GoodRx codes and

other information to consumers and healthcare providers, and is also significantly dependent on email and other messaging

channels, such as text messages. We distribute pricing information and other promotional materials in the mail, and also

provide emails, mobile alerts and other messages to consumers informing them of the discounted prices available on our

apps and websites. These communications help generate a significant portion of our revenues. Because email, mail and

other messaging channels are important to our business, if we are unable to successfully deliver messages to consumers

through these channels, if there are legal restrictions on delivering such messages to consumers, if consumers do not or

cannot open or otherwise utilize our messages or if consumers reject the receipt of communications referencing particular

prescriptions or conditions, our revenues and profitability would be adversely affected.

Actions taken by third parties that block, impose restrictions on or charge for the delivery of these communications could

also harm our business. For example, from time to time, internet service providers or other third parties may block bulk

communications or otherwise experience difficulties that result in our inability to successfully deliver communications to

consumers. In addition, our use of mail, email and other messaging channels to send communications about our platform or

other matters, including health related topics referencing particular prescriptions or conditions, may result in legal claims

against us, which if successful might limit or prohibit our ability to send such communications.

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We rely on a single third-party service provider for the delivery of substantially all of our mailing communications and

rely on third-party service providers for delivery of emails, text messages and other forms of electronic communication. If we

were unable to use any one of our current service providers, alternate providers are available; however, we believe our

revenue could be impacted for some period as we transition to a new provider, and the new provider may be unable to

provide equivalent or satisfactory services. Any disruption or restriction on the distribution of our communications,

termination or disruption of our relationships with our third-party service providers, particularly our single third-party service

provider for the delivery of mail communications, or any increase in the associated costs, may be beyond our control and

would adversely affect our business.

We face the risk of litigation resulting from unauthorized text messages sent in violation of the Telephone

Consumer Protection Act.

We send short message service (“SMS”) text messages to individuals who are eligible to use our service. The actual or

perceived improper sending of text messages may subject us to potential risks, including liabilities or claims relating to

consumer protection laws. Numerous class action suits under federal and state laws have been filed in recent years against

companies who conduct SMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs. We

have been, and in the future may be subject to such litigation, which could be costly and time-consuming to defend. The

Telephone Consumer Protection Act (TCPA) of 1991, a federal statute that protects consumers from unwanted telephone

calls, faxes and text messages, restricts telemarketing and the use of automated SMS text messages without proper

consent. Federal or state regulatory authorities or private litigants may claim that the notices and disclosures we provide,

form of consents we obtain or our SMS texting practices are not adequate or violate applicable law. This has resulted and

may in the future result in civil claims against us. The scope and interpretation of the laws that are or may be applicable to

the delivery of text messages are continuously evolving and developing. If we do not comply with these laws or regulations

or if we become liable under these laws or regulations, we could face direct liability, could be required to change some

portions of our business model, could face negative publicity and our business, financial condition and results of operations

could be adversely affected. Even an unsuccessful challenge of our SMS texting practices by our consumers, regulatory

authorities or other third parties could result in negative publicity and could require a costly response from and defense by

us.

Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and

consumer protection laws, regulations, standards and other requirements could adversely affect our business,

financial condition and results of operations.

We rely on a variety of marketing techniques, including email and social media marketing and postal mailings, and we

are subject to various laws, regulations and regulatory interpretations that govern such marketing and advertising practices.

A variety of federal and state laws, regulations and regulatory interpretations govern the collection, use, retention, sharing

and security of consumer data, particularly in the context of online advertising, which we rely upon to attract new consumers.

Laws, regulations and regulatory interpretations relating to privacy, data protection, marketing and advertising, and

consumer protection are evolving and subject to potentially differing interpretations, particularly as they involve classes of

data deemed to be sensitive. These requirements may be interpreted and applied in a manner that varies from one

jurisdiction to another and/or may conflict with other law, regulations and regulatory interpretations. As a result, our practices

may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. Any

failure, or perceived failure, by us or any of our third-party partners, data centers, or service providers to comply with privacy

policies or federal or state privacy or consumer protection-related laws, regulations, regulatory interpretations, industry self-

regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject, or

other legal obligations relating to privacy or consumer protection, could adversely affect our reputation, brand and business,

and may result in claims, proceedings or actions against us by governmental entities, consumers, suppliers or others. These

proceedings may result in financial liabilities or may require us to change our operations, including ceasing the use or

sharing of certain data sets, or modifying marketing and other user engagement programs and plans. Any such claims,

proceedings or actions could hurt our reputation, brand and business, force us to incur significant expenses in defense of

such proceedings or actions, distract our management, increase our costs of doing business, result in a loss of consumers,

suppliers, and contracts with PBMs and others and result in the imposition of monetary penalties. We are also contractually

required to indemnify and hold harmless certain third parties from the costs or consequences of non-compliance with any

laws, regulations, regulatory interpretations, or other legal obligations relating to privacy or consumer protection or any

inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business.

Federal and state governmental authorities continue to evaluate the privacy implications inherent in the use of third-

party cross-site behavioral advertising technologies and other methods of online tracking for behavioral advertising and

other purposes. The U.S. federal and state governments have enacted, and may in the future enact legislation, regulations

and regulatory interpretations impacting the ability of companies and individuals to engage in these activities, such as by

regulating the level of consumer notice and consent required before a company can employ cross-site behavioral advertising

technologies or other electronic tracking tools or the use of data gathered with such tools. Additionally, some providers of

consumer devices and web browsers have implemented, or announced plans to implement, limits on behavioral or targeted

advertising and/or means to make it easier for internet users to prevent the placement of cross-site behavioral advertising

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technologies or to block other tracking technologies, which could, if widely adopted, result in the decreased effectiveness or

use of third-party cross-site behavioral advertising technologies and other methods of online tracking, targeting or re-

targeting. The regulation of the use of these cross-site behavioral advertising technologies and other current online tracking

and advertising practices or a loss in our ability to make effective use of services that employ such technologies could

increase our costs of operations and limit our ability to acquire new consumers on cost-effective terms and consequently,

materially and adversely affect our business, financial condition and results of operations.

Certain states have adopted data privacy and security laws and regulations, which govern the privacy, processing and

protection of health-related and other personal information. Such laws and regulations will be subject to interpretation by

various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future

customers and strategic partners. For example, the CCPA requires covered businesses that process the personal

information of California residents to, among other things: (i) provide certain disclosures to California residents regarding the

business’s collection, use, and disclosure of their personal information; (ii) receive and respond to requests from California

residents to access, delete, and correct their personal information, or to opt out of certain disclosures of their personal

information; and (iii) enter into specific contractual provisions with service providers that process California resident personal

information on the business’s behalf. Additional compliance investment and potential business process changes may be

required.

Washington state’s My Health My Data Act (“MHMDA”) was also signed into law in April 2023 and imposes additional

obligations and limitations regarding data. The MHMDA differs from other state privacy laws because of its broad definition

of health information and a broad private right of action. Other states have passed their own data privacy and security laws,

and such laws are also continuing to be proposed at the state and federal level. Other states may be considering similar

laws to the MHMDA. Historically, laws with private rights of action have resulted in numerous class action suits under federal

and state laws resulting in multi-million-dollar settlements to the plaintiffs. We have been, and in the future may be, subject

to such litigation, which could be costly and time-consuming to defend. Private litigants may claim that the notices and

disclosures we provide, form of consents we obtain or our general privacy practices are not adequate or violate applicable

law. This may in the future result in civil claims against us.

Additionally, the interpretations of existing federal and state consumer protection laws relating to online collection, use,

dissemination, and security of health related and other personal information adopted by the FTC state attorneys general,

private plaintiffs, and courts have evolved, and may continue to evolve, over time. Consumer protection and certain state

data privacy laws like the CCPA require us to publish statements that describe how we handle personal information and

choices individuals may have about the way we handle or provide access to their personal information. If such information

that we publish is considered untrue, we may be subject to government claims of unfair or deceptive trade practices, which

could lead to significant liabilities and consequences. Furthermore, the FTC also has authority to initiate enforcement actions

against entities that make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use

of personal health information, fail to implement policies to protect personal health information or engage in other unfair

practices that harm customers or that may violate Section 5(a) of the FTC Act. According to the FTC, violating consumers’

privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts

or practices in or affecting commerce and thus violate Section 5(a) of the FTC Act. It may also violate one or more FTC-

enforced rules. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the

sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available

tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data

that merits stronger safeguards. The FTC and many state Attorneys General also continue to enforce federal and state

consumer protection laws against companies for online collection, use, dissemination and security practices that appear to

be unfair or deceptive. These consumer protection laws are increasingly being applied by the FTC and state Attorneys

General to regulate the collection, use, storage and disclosure of personal or personally identifiable information, through

websites or otherwise, and to regulate the presentation of website content. In February 2023, we reached a negotiated

settlement with the FTC with respect to an investigation of our privacy and security practices which included a monetary

settlement amount of $1.5 million and agreements to effect or maintain, as applicable, certain changes to our business

practices, policies and compliance requirements.

As a result of regulatory enforcement proceedings and inquiries, we have been, and may in the future be, subject to

related litigation, settlements or enforcement actions that have included or could include monetary penalties and/or

compliance requirements that (1) impose significant and material costs, (2) require us to make modifications to our data

practices and our marketing programs, (3) result in negative publicity, or (4) have a negative impact on consumer demand

for our products and services, or on our commercial or industry relationships. Relatedly, there has also been, and may in the

future also be, significant and material resource burdens on us, requirements that certain aspects of our operations to be

overseen by an independent monitor, and/or limitations or the elimination of our ability to use certain targeting marketing

strategies or work with certain third-party vendors. Even an unsuccessful challenge of our privacy practices by our

consumers, regulatory authorities or other third parties could result in negative publicity and could require a costly response

from and defense by us. Any of these events could adversely affect our ability to operate our business and our financial

results.

In addition, HIPAA, which applies to parts of our business, imposes on entities within its jurisdiction, among other things,

certain standards relating to the privacy, security, transmission and breach reporting of individually identifiable health

information. For example, HIPAA imposes privacy, security and breach reporting obligations with respect to individually

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identifiable health information upon “covered entities” (health plans, health care clearinghouses and certain health care

providers) and their respective business associates, individuals or entities that create, receive, maintain or transmit

protected health information in connection with providing a service for or on behalf of a covered entity. HIPAA mandates the

reporting of certain breaches of health information to the U.S. Department of Health and Human Services ("HHS"), affected

individuals and if the breach is large enough, the media. We have experienced such breaches in the past and could be

exposed to a risk of loss or litigation and potential liability, which could materially adversely affect our business, results of

operations and financial condition.

In addition, to the extent we or our other contractors or agents receive or obtain individually identifiable health

information from patients, healthcare professionals, pharmacies, or other individuals or entities, we could be subject to

criminal penalties if we mishandle individually identifiable health information in a manner that is not authorized or permitted

by HIPAA. Claims that we have violated individuals’ privacy rights or breached our contractual obligations, even if we are not

found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our

business.

Though we have wound down vitaCare Prescription Services, Inc.’s ("vitaCare") principal operations, vitaCare's past

activities could be subject to regulation and enforcement by the federal government and the states in which vitaCare

conducted its business, including state licensing of pharmacies and pharmacists.

Although we work to comply with applicable laws, regulations and standards, our contractual obligations and other legal

obligations, these requirements are evolving and may be modified, interpreted and applied in an inconsistent manner from

one jurisdiction to another, and may conflict with one another or other legal obligations with which we must comply. Any

failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third

parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could

result in additional cost and liability to us, damage our reputation, and adversely affect our business and results of

operations.

We may be unable to realize expected benefits from our restructuring and cost reduction efforts and our business

might be adversely affected.

In order to operate more efficiently and control costs, from time to time, we announce restructuring plans and other cost

savings initiatives, which include workforce reductions as well as re-balancing of products and services to align with our

business strategy. These plans are intended to generate, among other things, operating expense savings and improved

margins and profitability. These types of restructuring and cost reduction activities are complex and may result in unintended

consequences and costs, such as unforeseen delays in the implementation of our strategic initiatives, business and

operational disruptions, decreased employee morale, loss of institutional knowledge and expertise, and potential impacts on

financial reporting and the related internal controls. In addition, while positions have been eliminated, certain functions

necessary to our operations remain, and we may be unsuccessful in distributing the duties and obligations of departed

employees among our remaining employees. Any reduction in workforce could also make it difficult for us to pursue, or

prevent us from pursuing, new opportunities and initiatives due to insufficient personnel, or require us to incur additional and

unanticipated costs to hire new personnel to pursue such opportunities or initiatives. If we do not successfully manage our

current initiatives and restructuring activities or any other similar activities that we may undertake in the future, expected

efficiencies and benefits might be delayed or not realized, and our business, financial condition, and results of operations

may be materially adversely affected.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”) if a corporation

undergoes an “ownership change” (generally defined as a change (by value) in its equity ownership by more than 50

percentage points over a rolling three-year period), the corporation’s ability to use its pre-change net operating loss (“NOL”)

carryforwards and other pre-change tax attributes to offset its post-change income may be limited. As of December 31,

2022, we completed a study to assess whether an ownership change under Section 382 of the Code had occurred, or

whether there had been multiple ownership changes since our formation. We determined that a Section 382 ownership

change occurred in 2018, but we also determined that this ownership change did not materially impact our ability to utilize

our NOL carryforwards and certain other tax attributes generated that year. We may have experienced additional ownership

changes since December 31, 2022, and we may also experience ownership changes in the future as a result of subsequent

shifts in our stock ownership. Further, U.S. tax laws limit the time during which NOL carryforwards generated before January

1, 2018 may be applied against future taxes. While NOL carryforwards generated on or after January 1, 2018 are not subject

to expiration, the deductibility of such NOL carryforwards is limited to 80% of our taxable income for taxable years beginning

on or after January 1, 2021. For these reasons, our ability to utilize NOL carryforwards and other tax attributes to reduce

future tax liabilities may be limited.

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We rely on the performance of members of management and highly skilled personnel, and if we are unable to

attract, develop, motivate and retain well-qualified employees, our business could be harmed.

Our ability to maintain our competitive position is largely dependent on the services of our senior management and

other key personnel. In addition, our future success depends on our continuing ability to attract, develop, motivate and retain

highly qualified and skilled employees. Competition for such personnel is extremely intense. To attract and retain such

personnel, we have had to offer, and believe we will need to continue to offer, highly competitive compensation packages.

However, we have experienced and may continue to experience difficulties in hiring and retaining these personnel at

compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we

compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of

employment. We have needed and may in the future need to invest significant amounts of cash and equity to attract and

retain employees and we may not realize sufficient returns on these investments. In addition, the loss of any of our senior

management or other key employees, the failure to successfully transition key roles, or our inability to recruit, develop and

retain qualified personnel could materially and adversely affect our ability to execute our business plan and we may be

unable to find adequate replacements. For instance, in December 2024, our board of directors (our "Board") appointed

Wendy Barnes as our Chief Executive Officer and President as Scott Wagner transitioned from his prior role as our Interim

Chief Executive Officer, and in February 2025 we transitioned our Chief Financial Officer role. Any inability to successfully

transition executive or senior management roles could adversely impact our business.

All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at

any time, and their knowledge of our business and industry would be extremely difficult to replace. If we fail to retain talented

senior management and other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and

motivating existing employees, our business, financial condition and results of operations may be materially adversely

affected.

A pandemic, epidemic or outbreak of an infectious disease in the United States has adversely impacted and could

in the future adversely impact our business.

Any pandemic, endemic or other infectious disease may adversely affect our business, results of operations, and

financial condition by changing the way our consumers access healthcare and utilize our platform, or by causing us to

modify our business practices.

The COVID-19 pandemic dramatically impacted global health and had a sustained impact on the macroeconomic

environment, including by increasing economic uncertainty. Although measures to contain COVID-19 have largely eased,

the lasting effect of the pandemic's business disruption and its continued financial impact depend on factors beyond our

knowledge and control.

While the potential economic impact brought by and the duration of any pandemic, epidemic or outbreak of an infectious

disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and

may continue to result in, significant disruption of global financial markets, reducing our ability to access capital or to do so

on favorable terms, which could in the future negatively affect our liquidity. The impact of any pandemic, epidemic, or

outbreak of an infectious disease on the needs, expectations, and spending patterns of our consumers could impact our

ability to maintain or grow our business and, as a result, our operating and financial results could be adversely affected.

To the extent a pandemic, epidemic or outbreak of an infectious disease, including COVID-19, adversely affects our

business, financial condition and results of operations, it may also have the effect of heightening many of the other risks

described in this Part I, Item 1A, “Risk Factors.”

General economic factors, natural disasters or other unexpected events may adversely affect our business,

financial performance and results of operations.

Although we only operate in the United States, our business, financial performance and results of operations depend in

part on worldwide macroeconomic economic conditions and their impact on consumer spending. Recessionary economic

cycles, changing interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential

real estate and mortgage markets, access to credit, consumer debt levels, tariffs, government spending freezes, unsettled

financial markets and other economic factors that may affect costs of manufacturing prescription medications, consumer

spending or buying habits could materially and adversely affect our customers, our consumers, and demand for our

offerings. Volatility in the financial markets has also had and may continue to have a negative impact on consumer spending

patterns. In addition, negative national or global economic conditions have adversely affected the PBMs, partner pharmacies

and pharma manufacturers we contract with and their associated industry participants, financial performance, liquidity and

access to capital, and may continue to impact them. This may affect their ability to renew contracts with us on the same or

better terms, which could impact the competitiveness of the discounted prices we are able to offer our consumers. All of

these factors may be exacerbated by global financial conditions and other geopolitical factors, which could harm our

business, financial condition and results of operations.

Economic factors such as increased insurance and healthcare costs, commodity prices, tariffs, shipping costs, inflation,

higher costs of labor, and changes in or interpretations of other laws, regulations and taxes may also increase our costs and

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make our offerings less competitive, increase general and administrative expenses, and otherwise adversely affect our

financial condition and results of operations. Additionally, global public health crises, natural disasters, such as earthquakes

and wildfires, and other adverse weather and climate conditions, political crises, such as terrorist attacks, war and other

political instability or other unexpected events, could disrupt our operations, internet or mobile networks or the operations of

PBMs and their pharmacy networks. For example, our corporate headquarters and other facilities are located in California,

which in the past has experienced both severe earthquakes and wildfires. Certain of these events may become more

frequent or intense as a result of climate change or other environmental or social pressures. For more information, see our

risk factor titled “We are subject to a series of risks related to climate change.” If any of these events occurs, our business

could be adversely affected.

We may seek to grow our business through acquisitions of, or investments in, new or complementary businesses,

technologies or products, or through strategic alliances, and the failure to manage these acquisitions, investments

or alliances, or to integrate them with our existing business, could have a material adverse effect on us.

We have completed a number of strategic acquisitions in the past and may in the future consider opportunities to

acquire or make investments in new or complementary businesses, technologies, offerings, or products, or enter into

strategic alliances, that may enhance our capabilities, expand our pharmacy or PBM networks and healthcare platform in

general, complement our current offerings or expand the breadth of our markets. For example, in January 2025, we acquired

substantially all of the assets and assembled workforce of the prescription savings business of Vivid Clear Rx, Inc. Our

ability to successfully grow through these types of strategic transactions depends upon our ability to identify, negotiate,

complete and integrate suitable target businesses, technologies and products and to obtain any necessary financing, and is

subject to numerous risks, including:

• failure to identify acquisition, investment or other strategic alliance opportunities that we deem suitable or

available on favorable terms;

• problems integrating the acquired business, technologies or products, including issues maintaining uniform

standards, procedures, controls and policies;

• unanticipated costs associated with acquisitions, investments or strategic alliances;
• adverse impacts on our overall margins;
• diversion of management’s attention from our existing business;
• adverse effects on existing business relationships with consumers, pharmacies, PBMs and pharma

manufacturers;

• risks associated with entering new markets in which we may have limited or no experience;
• potential loss of key employees of acquired businesses; and
• increased legal and accounting compliance costs.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill

and other intangible assets. In the future, if our acquisitions do not yield expected returns, we may be required to take

impairment charges to our results of operations based on our impairment assessment process, which could harm our results

of operations.

If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any acquired

businesses, technologies and products effectively, our business, financial condition and results of operations could be

materially and adversely affected. Also, while we employ several different methodologies to assess potential business

opportunities, the new businesses may not meet or exceed our expectations.

Restrictions in our debt arrangements could adversely affect our operating flexibility, and failure to comply with

any of these restrictions could result in acceleration of our debt.

As of December 31, 2024, we had $500.0 million of principal amounts outstanding under a term loan that requires

quarterly principal payments beginning with the quarter ended March 31, 2025, with any remaining unpaid principal and any

accrued and unpaid interest due upon maturity in July 2029. We also have a revolving credit facility and as of December 31,

2024, we had no borrowings outstanding under our revolving credit facility (see Note 12 to our audited consolidated financial

statements included elsewhere in this Annual Report on Form 10-K for additional information). Our current and additional

debt arrangements that we expect to enter into in the future may limit our ability to, among other things:

• incur or guarantee additional debt;
• pay dividends and make other restricted payments;
• make certain investments and acquisitions;
• incur certain liens or permit them to exist;

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• consolidate, merge or otherwise transfer, sell or dispose of all or substantially all of our assets;
• enter into certain types of restrictive agreements; and
• enter into certain types of transactions with affiliates.

We are also required to comply with certain financial ratios set forth in our existing debt arrangements. Certain

provisions in our current and future debt arrangements may affect our ability to obtain future financing and to pursue

attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. As a

result, restrictions in our current and future debt arrangements could adversely affect our business, financial condition and

results of operations. In addition, a failure to comply with the provisions of our current and future debt arrangements could

result in a default or an event of default that could enable our lenders to declare the outstanding principal of that debt,

together with accrued and unpaid interest, to be immediately due and payable. If we were unable to repay those amounts,

the lenders under our existing and any other future secured debt agreements could proceed against the collateral granted to

them to secure that indebtedness.

We have pledged substantially all of our subsidiaries’ assets, including, among other things, equity interests of GoodRx,

Inc. and its subsidiaries, as collateral under our existing debt arrangements. If the payment of outstanding amounts under

our existing debt arrangement is accelerated, our assets may be insufficient to repay such amounts in full, and our common

stockholders could experience a partial or total loss of their investment.

Our business depends on network and mobile infrastructure and our ability to maintain and scale our technology.

Any significant interruptions or delays in service on our apps or websites or any undetected errors or design faults

could result in limited capacity, reduced demand, processing delays and loss of consumers.

A key element of our strategy is to generate a significant number of visitors to, and their use of, our apps and websites.

Our reputation and ability to acquire, retain and serve our consumers are dependent upon the reliable performance of our

apps and websites and the underlying network infrastructure. As our base of consumers and the amount of information

shared on our apps and websites continue to grow, we will need an increasing amount of network capacity and computing

power. We have spent and expect to continue to spend substantial amounts on computing, including cloud computing and

the related infrastructure, to handle the traffic on our apps and websites. The operation of these systems is complex and

could result in operational failures. In the event that the traffic of our consumers exceeds the capacity of our current network

infrastructure or in the event that our base of consumers or the amount of traffic on our apps and websites grows more

quickly than anticipated, we may be required to incur significant additional costs to enhance the underlying network

infrastructure. Interruptions or delays in these systems, whether due to system failures, computer viruses, physical or

electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or

availability of our apps and websites and prevent our consumers from accessing our apps and websites. If sustained or

repeated, these performance issues could reduce the attractiveness of our offerings. In addition, the costs and complexities

involved in expanding and upgrading our systems may prevent us from doing so in a timely manner and may prevent us

from adequately meeting the demand placed on our systems. Any internet or mobile platform interruption or inadequacy that

causes performance issues or interruptions in the availability of our apps or websites could reduce consumer satisfaction

and result in a reduction in the number of consumers using our offerings.

We depend on the development and maintenance of the internet and mobile infrastructure. This includes maintenance

of reliable internet and mobile infrastructure with the necessary speed, data capacity and security, as well as timely

development of complementary offerings, for providing reliable internet and mobile access. Our business, financial condition

and results of operations could be materially and adversely affected if for any reason the reliability of our internet and mobile

infrastructure is compromised.

We currently rely upon third-party data storage providers, including cloud storage solution providers, such as Amazon

Web Services and some specific uses of Google Cloud Platform. Nearly all of our data storage and analytics are conducted

on, and the data and content we create associated with sales on our apps and websites are processed through servers

hosted by these providers, particularly Amazon Web Services. We also rely on email service providers, bandwidth providers,

internet service providers and mobile networks to deliver email and “push” communications to consumers and to allow

consumers to access our websites. If our third-party vendors are unable or unwilling to provide the services necessary to

support our business, or if our agreements with such vendors are terminated, our operations could be significantly disrupted.

Some of our vendor agreements may be unilaterally terminated by the licensor for convenience, including with respect to

services provided by Google, and if such agreements are terminated, we may not be able to enter into similar relationships

in the future on reasonable terms or at all.

Any damage to, or failure of, our systems or the systems of our third-party data centers or our other third-party providers

could result in interruptions to the availability or functionality of our apps and websites. As a result, we could lose consumer

data and miss opportunities to acquire and retain consumers, which could result in decreased revenue. If for any reason our

arrangements with our data centers or third-party providers are terminated or interrupted, such termination or interruption

could adversely affect our business, financial condition and results of operations. We exercise little control over these

providers, which increases our vulnerability to problems with the services they provide. We could experience additional

expense in arranging new facilities, technology, services and support. In addition, the failure of our third-party data centers

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or any other third-party providers to meet our capacity requirements could result in interruption in the availability or

functionality of our apps and websites.

The satisfactory performance, reliability and availability of our apps, websites, transaction processing systems and

technology infrastructure are critical to our reputation and our ability to acquire and retain consumers, as well as to maintain

adequate consumer service levels. Our revenue depends in part on the number of consumers that visit and use our apps

and websites in fulfilling their healthcare needs. Unavailability of our apps or websites could materially and adversely affect

consumer perception of our brand. Any slowdown or failure of our apps, websites or the underlying technology infrastructure

could harm our business, reputation and our ability to acquire, retain and serve our consumers.

The occurrence of a natural disaster, power loss, telecommunications failure, data loss, computer virus, an act of

terrorism, cyberattack, vandalism or sabotage, act of war or any similar event, or a decision to close our third-party data

centers on which we normally operate or the facilities of any other third-party provider without adequate notice or other

unanticipated problems at these facilities could result in lengthy interruptions in the availability of our apps and websites.

Certain of these events may become more frequent or intense as a result of climate change or other environmental or social

pressures. For more information, see our risk factor titled “We are subject to a series of risks related to climate change.”

Cloud computing, in particular, is dependent upon having access to an internet connection in order to retrieve data. If a

natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an internet connection,

we may experience a slowdown or delay in our operations. While we have some limited disaster recovery arrangements in

place, our preparations may not be adequate to account for disasters or similar events that may occur in the future and may

not effectively permit us to continue operating in the event of any problems with respect to our systems or those of our third-

party data centers or any other third-party facilities. Our disaster recovery and data redundancy plans may be inadequate,

and our business interruption insurance may not be sufficient to compensate us for the losses that could occur. If any such

event were to occur to our business, our operations could be impaired and our business, financial condition and results of

operations may be materially and adversely affected.

We rely on third-party platforms such as the Apple App Store and Google Play App Store, to distribute our platform

and offerings.

Our apps are accessed and operate through third-party platforms or marketplaces, including the Apple App Store and

Google Play App Store, which also serve as significant online distribution platforms for our apps. As a result, the expansion

and prospects of our business and our apps depend on our continued relationships with these providers and any other

emerging platform providers that are widely adopted by consumers. We are subject to the standard terms and conditions

that these providers have for application developers, which govern the content, promotion, distribution and operation of apps

on their platforms or marketplaces, and which the providers can change unilaterally on short or no notice. Our business

would be harmed if the providers discontinue or limit our access to their platforms or marketplaces; the platforms or

marketplaces decline in popularity; the platforms modify their algorithms, communication channels available to developers,

respective terms of service or other policies, including fees; the providers adopt changes or updates to their technology that

impede integration with other software systems or otherwise require us to modify our technology or update our apps in order

to ensure that consumers can continue to access and use our GoodRx codes and pricing information.

If alternative providers increase in popularity, we could be adversely impacted if we fail to create compatible versions of

our apps in a timely manner, or if we fail to establish a relationship with such alternative providers. Likewise, if our current

providers alter their operating platforms, we could be adversely impacted as our offerings may not be compatible with the

altered platforms or may require significant and costly modifications in order to become compatible. If our providers do not

perform their obligations in accordance with our platform agreements, we could be adversely impacted.

In the past, some of these platforms or marketplaces have been unavailable for short periods of time. If this or a similar

event were to occur on a short- or long-term basis, or if these platforms or marketplaces otherwise experience issues that

impact the ability of consumers to download or access our apps and other information, it could have a material adverse

effect on our brand and reputation, as well as our business, financial condition and operating results.

We rely on software-as-a-service (“SaaS”) technologies from third parties.

We rely on SaaS technologies from third parties in order to operate critical functions of our business, including financial

management services, relationship management services, marketing services and data storage services. For example, we

rely on Amazon Web Services for a substantial portion of our computing and storage capacity. We also rely on Google for

storage capacity and advertising services, and Google may update the terms of its services unilaterally by providing

advance notice and posting changed terms on its website. In addition, Google may terminate certain agreements with us

immediately upon notice. Certain of our other vendor agreements may be unilaterally terminated by the counterparty for

convenience. If these services become unavailable due to contract cancellations, extended outages or interruptions or

because they are no longer available on commercially reasonable terms or prices, or for any other reason, our expenses

could increase, our ability to manage our finances could be interrupted, our processes for managing our offerings and

supporting our consumers and partners could be impaired and our ability to access or save data stored to the cloud may be

impaired until equivalent services, if available, are identified, obtained and implemented, all of which could harm our

business, financial condition, and results of operations.

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We depend on our relationships with third parties and would be adversely impacted by system failures or other

disruptions in the operations of these parties.

We use and rely on services from third parties, such as our telecommunications services and telehealth services, and

those services may be subject to outages and interruptions that are not within our control. Failures by our

telecommunications providers may interrupt our ability to provide phone support to our consumers and distributed denial of

service attacks directed at our telecommunication service providers could prevent consumers from accessing our websites.

In addition, we have in the past and may in the future experience down periods where our third-party credit card processors

are unable to process the payments of our consumers, disrupting our ability to process or receive revenue from our

subscription offerings. Disruptions to our telehealth offering, consumer support, website and credit card processing services

could lead to consumer dissatisfaction, which would adversely affect our business, financial condition and results of

operations.

Changes in consumer sentiment or laws, rules or regulations regarding the use of cookies and other tracking

technologies and other privacy matters could have a material adverse effect on our ability to generate revenues

and could adversely affect our ability to collect proprietary data on consumer behavior.

Consumers may become increasingly resistant to the collection, use and sharing of information online, including

information used to deliver and optimize advertising, and take steps to prevent such collection, use and sharing of

information. For example, consumer complaints and/or lawsuits regarding online advertising or the use of cookies or other

tracking technologies in general and our practices specifically could adversely impact our business.

Consumers can currently opt out of the placement or use of most cookies for online advertising purposes by either

deleting or disabling cookies on their browsers, visiting websites that allow consumers to place an opt-out cookie on their

browsers, which instructs participating entities not to use certain data about consumers’ online activity for the delivery of

targeted advertising, or by downloading browser plug-ins and other tools that can be set to: identify cookies and other

tracking technologies used on websites; prevent websites from placing third-party cookies and other tracking technologies

on the consumer’s browser; or block the delivery of online advertisements on apps and websites.

Various software tools and applications have been developed that can block advertisements from a consumer’s screen

or allow consumers to shift the location in which advertising appears on webpages or opt out of display, search and internet-

based advertising entirely. In particular, Apple’s mobile operating system permits these technologies to work in its mobile

Safari browser. In addition, changes in device and software features could make it easier for internet users to prevent the

placement of cookies or to block other tracking technologies. In particular, the default settings of consumer devices and

software may be set to prevent the placement of cookies unless the user actively elects to allow them. Various industry

participants have worked to develop and finalize standards relating to a mechanism in which consumers choose whether to

allow the tracking of their online search and browsing activities, and such standards may be implemented and adopted by

industry participants at any time.

We currently use cookies, pixel tags and similar technologies from third-party advertising technology providers to

provide and optimize our advertising. If consumer sentiment regarding privacy issues or the development and deployment of

new browser solutions or other Do Not Track mechanisms result in a material increase in the number of consumers who

choose to opt out or block cookies and other tracking technologies or who are otherwise using browsers where they need to,

and fail to, allow the browser to accept cookies, or otherwise result in cookies or other tracking technologies not functioning

properly, our ability to advertise effectively and conduct our business, and our results of operations and financial condition

would be adversely affected.

We are subject to a series of risks related to climate change.

There are inherent climate-related risks wherever business is conducted. Certain of the facilities we rely on, including

but not limited to offices and network infrastructure, are located in areas that have experienced, and are projected to

continue to experience, various meteorological phenomena (such as drought, heatwaves, wildfire, storms, and flooding,

among others) or other catastrophic events that may disrupt our or our suppliers’ operations, require us to incur additional

operating or capital expenditures, or otherwise adversely impact our business, financial condition, or results of operations.

Climate change may increase the frequency and/or intensity of such events or contribute to various chronic changes in

meteorological and hydrological patterns. For example, in certain areas, there has been an increase in power shutoffs

associated with wildfire prevention. While we may take various actions to mitigate our business risks associated with climate

change, this may require us to incur substantial costs and may not be successful, due to, among other things, the

uncertainty associated with the longer-term projections associated with managing climate risk.

Additionally, we expect to be subject to increased regulations, reporting requirements, standards or expectations

regarding the environmental impacts of our business. For example, various regulators, including the SEC and the State of

California, have adopted or are considering adopting requirements to provide significantly expanded climate-related

disclosures which we anticipate will require us to incur significant costs related to compliance and impose increased

oversight obligations on our management and Board. Such requirements are not uniform across jurisdictions, which can

increase the complexity and cost of compliance, and increase the risk of enforcement or litigation relating to our disclosures.

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The expectations of various stakeholders, including customers and employees, regarding such matters likewise continues to

evolve. For more information, see our risk factor titled “The increasing focus on ESG initiatives could increase our costs,

harm our reputation and adversely impact our financial results.” Changing market dynamics, global and domestic policy

developments, and the increasing frequency and impact of meteorological phenomena have the potential to disrupt our

business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or

results of operations.

The increasing focus on ESG initiatives could increase our costs, harm our reputation and adversely impact our

financial results.

There has been increasing public focus by various stakeholders, including but not limited to investors, environmental

activists, the media and governmental and nongovernmental organizations, on a variety of ESG and other sustainability

matters. Such increased scrutiny may result in increased costs, changes in demands for certain products, enhanced

compliance or disclosure obligations, or other adverse impacts on our business, financial condition, or results of operations.

From time to time, we may engage in voluntary initiatives (such as policies, practices, or disclosures) regarding ESG

matters. However, such initiatives can be costly, face unforeseen complications, and may not ultimately have the desired

results. For example, identification, assessment, management, and disclosure of such matters is complex and can require

substantial discretion. As with other companies, our approach to ESG practices and disclosures is likely to evolve, and we

cannot guarantee that our approach will align with the preferences or interpretations of any particular stakeholder. Failure to

satisfy such evolving expectations may have various adverse impacts on our business, including reputational damage and/

or legal action, which we cannot always predict.

Furthermore, certain market participants, including major institutional investors and capital providers, use third-party

benchmarks or scores to measure our ESG practices in making investment or voting decisions. Unfavorable ESG ratings

could adversely impact investor sentiment towards us or our industry, which could negatively impact our share price as well

as our access to and cost of capital. To the extent ESG matters negatively impact our reputation, it may also impede our

ability to compete as effectively to attract and retain employees, customers, or business partners, which may adversely

impact our operations.

We experience pressure to make commitments relating to sustainability matters that affect us, including the design and

implementation of specific risk mitigation strategic initiatives relating to sustainability and we may not agree that such

initiatives will be appropriate for our business, whether due to costs or other concerns. Simultaneously, certain other parties

are seeking to reduce companies’ efforts on ESG matters. Both advocates and opponents to certain ESG matters are

increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.

To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.

Moreover, such competing expectations increase the complexity of us navigating various ESG risks, and we may not do so

successfully, either now or as such expectations continue to evolve, which may result in various adverse impacts to our

brand, operations, stakeholder relations, or other aspects of our business. As ESG best practices, reporting standards and

regulatory requirements continue to develop, we may incur increasing costs to comply and/or respond. Such ESG matters

may also impact our suppliers, business partners customers, or other stakeholders, which may compound or cause new

impacts on our business, financial condition, or results of operations.

Risks Related to Intellectual Property

We may be unable to establish, maintain, protect and enforce our intellectual property and proprietary rights or

prevent third parties from making unauthorized use of our technology.

Our business depends on proprietary technology and content, including software, processes, databases, confidential

information and know-how, the protection of which is crucial to the success of our business. We rely on a combination of

trademark, patent, copyright, domain name and trade secret-protection laws, in addition to confidentiality agreements and

other practices to protect our brands, proprietary information, technologies and processes.

Our most material trademark asset is the registered trademark “GoodRx.” Our trademarks are valuable assets that

support our brand and consumers’ perception of our offerings. We also hold the rights to the “goodrx.com” internet domain

name, which are subject to internet regulatory bodies and trademark and other related laws of each applicable jurisdiction. If

we are unable to protect our trademarks or domain names in the United States or in other jurisdictions in which we may

ultimately operate, our brand recognition and reputation would suffer, we would incur significant re-branding expenses and

our operating results could be adversely impacted. From time to time, we also file patent applications in the U.S. covering

certain of our technology, including technology that we believe is critical to our business, and acquire patent assets to

supplement our portfolio. For example, one of our issued patents relates to our ability to combine prices from multiple PBMs

together in a single consumer interface. Our issued patents begin expiring in 2034, excluding any patent term adjustment.

Our issued patents and those that may be issued in the future may not provide us with competitive advantages, may be of

limited territorial reach and may be held invalid or unenforceable if successfully challenged by third parties, and our patent

applications may never be issued. Even if issued, there can be no assurance that these patents will adequately protect our

intellectual property or survive a legal challenge, as the legal standards relating to the validity, enforceability and scope of

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protection of patent and other intellectual property rights are uncertain. Our limited patent protection may restrict our ability

to protect our technologies and processes from competition. It is also possible that third parties, including our competitors,

may obtain patents relating to technologies that overlap or compete with our technology. If third parties obtain patent

protection with respect to such technologies, they may assert that our technology infringes their patents and seek to charge

us a licensing fee or otherwise preclude the use of our technology.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and

protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our

trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and

distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our

efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the

validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against

unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could

delay the introduction and implementation of new technologies, result in our substituting inferior or more costly technologies

into our software or injure our reputation. We will not be able to protect our intellectual property if we are unable to enforce

our rights or if we do not detect unauthorized use of our intellectual property. Moreover, policing unauthorized use of our

technologies, trade secrets and intellectual property may be difficult, expensive and time-consuming, particularly in foreign

countries where the laws may not be as protective of intellectual property rights as those in the United States and where

mechanisms for enforcement of intellectual property rights may be weak. If we fail to meaningfully establish, maintain,

protect and enforce our intellectual property and proprietary rights, our business, financial condition and results of operations

could be adversely affected.

We may be sued by third parties for infringement, misappropriation, dilution or other violation of their intellectual

property or proprietary rights.

Internet, advertising and e-commerce companies frequently are subject to litigation based on allegations of

infringement, misappropriation, dilution or other violations of intellectual property rights. Some internet, advertising and e-

commerce companies, including some of our competitors, as well as non-practicing entities, own large numbers of patents,

copyrights, trademarks and trade secrets, which they may use to assert claims against us.

Third parties have asserted, and may in the future assert, that we have infringed, misappropriated or otherwise violated

their intellectual property rights.

For instance, the use of our technology to provide our offerings could be challenged by claims that such use infringes,

dilutes, misappropriates or otherwise violates the intellectual property rights of a third party. In addition, we may in the future

be exposed to claims that content published or made available through our apps or websites violates third-party intellectual

property rights.

As we face increasing competition and as a public company, the possibility of intellectual property rights claims against

us grows. Such claims and litigation may involve patent holding companies or other adverse intellectual property rights

holders who have no relevant product revenue, and therefore our own pending patents and other intellectual property rights

may provide little or no deterrence to these rights holders in bringing intellectual property rights claims against us. There

may be intellectual property rights held by others, including issued or pending patents and trademarks, that cover significant

aspects of our technologies, content, branding or business methods, and we cannot assure that we are not infringing or

violating, and have not violated or infringed, any third-party intellectual property rights or that we will not be held to have

done so or be accused of doing so in the future. We expect that we may receive in the future notices that claim we or our

partners, or clients using our solutions and services, have misappropriated or misused other parties’ intellectual property

rights, particularly as the number of competitors in our market grows and the functionality of applications amongst

competitors overlaps.

Any claim that we have violated intellectual property or other proprietary rights of third parties, with or without merit, and

whether or not it results in litigation, is settled out of court or is determined in our favor, could be time-consuming and costly

to address and resolve, and could divert the time and attention of management and technical personnel from our business.

Furthermore, an adverse outcome of a dispute may result in an injunction and could require us to pay substantial monetary

damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual

property rights. Any settlement or adverse judgment resulting from such a claim could require us to enter into a licensing

agreement to continue using the technology, content or other intellectual property that is the subject of the claim; restrict or

prohibit our use of such technology, content or other intellectual property; require us to expend significant resources to

redesign our technology or solutions; and require us to indemnify third parties. Royalty or licensing agreements, if required

or desirable, may be unavailable on terms acceptable to us, or at all, and may require significant royalty payments and other

expenditures. We may also be required to develop alternative non-infringing technology, which could require significant time

and expense. There also can be no assurance that we would be able to develop or license suitable alternative technology,

content or other intellectual property to permit us to continue offering the affected technology, content or services to our

partners. If we cannot develop or license technology for any allegedly infringing aspect of our business, we will be forced to

limit our service and may be unable to compete effectively. Any of these events could materially harm our business, financial

condition and results of operations.

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Failure to maintain, protect or enforce our intellectual property rights could harm our business and results of

operations.

We pursue the registration of our patentable technology, domain names, trademarks and service marks in the United

States. We also strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as

contractual restrictions. We typically enter into confidentiality and invention assignment agreements with our employees and

contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and

disclosure and use of, our proprietary information. However, we may not be successful in executing these agreements with

every party who has access to our confidential information or contributes to the development of our technology or intellectual

property rights. Those agreements that we do execute may be breached, and we may not have adequate remedies for any

such breach. These contractual arrangements and the other steps we have taken to protect our intellectual property rights

may not prevent the misappropriation or disclosure of our proprietary information nor deter independent development of

similar technology or intellectual property by others.

Effective trade secret, patent, copyright, trademark and domain name protection is expensive to obtain, develop and

maintain, both in terms of initial and ongoing registration or prosecution requirements and expenses and the costs of

defending our rights. We may, over time, increase our investment in protecting our intellectual property through additional

patent filings that could be expensive and time-consuming. We do not know whether any of our pending patent applications

will result in the issuance of additional patents or whether the examination process will require us to narrow our claims or we

may otherwise be unable to obtain patent protection for the technology covered in our pending patent applications. Our

patents, trademarks and other intellectual property rights may be challenged by others or invalidated through administrative

process or litigation. Moreover, any issued patents may not provide us with a competitive advantage and, as with any

technology, competitors may be able to develop similar or superior technologies to our own, now or in the future. In addition,

due to a recent U.S. Supreme Court case, it has become increasingly difficult to obtain and assert patents relating to

software or business methods, as many such patents have been invalidated for being too abstract to constitute patent-

eligible subject matter. We do not know whether this will affect our ability to obtain new patents on our innovations, or

successfully assert our patents in litigation or pre-litigation campaigns.

Monitoring unauthorized use of the content on our apps and websites, and our other intellectual property and

technology, is difficult and costly. Our efforts to protect our proprietary rights and intellectual property may not have been and

may not be adequate to prevent their misappropriation or misuse. Third parties, including our competitors, could be

infringing, misappropriating or otherwise violating our intellectual property rights. Third parties from time to time copy content

or other intellectual property or technology from our solutions without authorization and seek to use it for their own benefit.

We generally seek to address such unauthorized copying or use, but we have not always been successful in stopping all

unauthorized use of our content or other intellectual property or technology, and may not be successful in doing so in the

future. Further, we may not have been and may not be able to detect unauthorized use of our technology or intellectual

property, or to take appropriate steps to enforce our intellectual property rights. Any inability to meaningfully enforce our

intellectual property rights could harm our ability to compete and reduce demand for our solutions and services. Our

competitors may also independently develop similar technology. Effective patent, trademark, copyright and trade secret

protection may not be available to us in every jurisdiction in which our solutions or technology are hosted or available.

Further, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are

uncertain. The laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us

and our intellectual property. Our failure to meaningfully protect our intellectual property rights could result in competitors

offering solutions that incorporate our most technologically advanced features, which could reduce demand for our solutions.

We may find it necessary or appropriate to initiate claims or litigation to enforce our intellectual property rights, protect

our trade secrets or determine the validity and scope of intellectual property rights claimed by others. In any lawsuit we bring

to enforce our intellectual property rights, a court may refuse to stop the other party from using the technology at issue on

grounds that our intellectual property rights do not cover the use or technology in question. Further, in such proceedings, the

defendant could counterclaim that our intellectual property is invalid or unenforceable and the court may agree, in which

case we could lose valuable intellectual property rights. Litigation is inherently uncertain and any litigation of this nature,

regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any

of which could adversely affect our business and results of operations. If we fail to maintain, protect and enforce our

intellectual property, our business and results of operations may be harmed.

We may be unable to continue the use of our trademarks, trade names or domain names, or prevent third parties

from acquiring and using trademarks, trade names and domain names that infringe on, are similar to, or otherwise

decrease the value of our brands, trademarks or service marks.

The registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented,

declared generic, lapsed or determined to be infringing on or dilutive of other marks. We may not be able to protect our

rights in these trademarks and trade names, which we need in order to build name recognition with potential consumers and

partners. In addition, third parties have filed, and may in the future file, for registration of trademarks similar or identical to

our trademarks, which, if obtained, may impede our ability to build brand identity and possibly lead to market confusion. If

they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging

such third-party rights, we may not be able to use these trademarks to develop brand recognition of our technologies,

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solutions or services. In addition, there could be potential trade name or trademark infringement claims brought by owners of

other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade

names. If we are unable to establish or protect our trademarks and trade names, or if we are unable to build name

recognition based on our trademarks and trade names, we may not be able to compete effectively, which could harm our

competitive position, business, financial condition, results of operations and prospects.

We have registered domain names for our websites that we use in our business. If we lose the ability to use a domain

name, whether due to trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to

market our solutions under a new domain name, which could cause us substantial harm, or to incur significant expense in

order to purchase rights to the domain name in question. In addition, our competitors and others could attempt to capitalize

on our brand recognition by using domain names similar to ours. Domain names similar to ours have been registered in the

United States and elsewhere. We may be unable to prevent third parties from acquiring and using domain names that

infringe on, are similar to, or otherwise decrease the value of our brands, trademarks or service marks. Protecting and

enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of

management’s attention.

ICANN (the Internet Corporation for Assigned Names and Numbers), the international authority over top-level domain

names, has been increasing the number of generic top-level domains (“TLDs”). This may allow companies or individuals to

create new web addresses that appear to the right of the “dot” in a web address, beyond such long-standing TLDs as

“.com,” “.org” and “.gov.” ICANN may also add additional TLDs in the future. As a result, we may be unable to maintain

exclusive rights to all potentially relevant or desirable domain names in the United States, which may harm our business.

Furthermore, attempts may be made by third parties to register our trademarks as new TLDs or as domain names within

new TLDs, and we may be required to enforce our rights against such registration attempts, which could result in significant

expense and the diversion of management’s attention.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be

harmed.

We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology, and

other proprietary information, including our technology platform, and to maintain our competitive position. With respect to our

technology platform, we consider trade secrets and know-how to be one of our primary sources of intellectual property.

However, trade secrets and know-how can be difficult to protect. We seek to protect these trade secrets and other

proprietary technology, in part, by entering into non-disclosure and confidentiality agreements with parties who have access

to them, such as our employees, corporate collaborators, outside contractors, consultants, advisors, and other third parties.

We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants. The

confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses

containing invention assignment, to grant us ownership of technologies that are developed through a relationship with

employees or third parties. We cannot guarantee that we have entered into such agreements with each party that may have

or have had access to our trade secrets or proprietary information, including our technology and processes. Despite these

efforts, no assurance can be given that the confidentiality agreements we enter into will be effective in controlling access to

such proprietary information and trade secrets. The confidentiality agreements on which we rely to protect certain

technologies may be breached, may not be adequate to protect our confidential information, trade secrets and proprietary

technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential

information, trade secrets or proprietary technology. Further, these agreements do not prevent our competitors or others

from independently developing the same or similar technologies and processes, which may allow them to provide a service

similar or superior to ours, which could harm our competitive position.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-

consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing

or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a

competitor or other third party, we would have no right to prevent them from using that technology or information to compete

with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, it

could harm our competitive position, business, financial condition, results of operations and prospects.

Issued patents covering our offerings could be found invalid or unenforceable if challenged.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Some of our patents or

patent applications (including licensed patents) have been, are being or may be challenged at a future point in time in

opposition, derivation, reexamination, inter partes review (“IPR”), post-grant review or interference. Any successful third-

party challenge to our patents in this or any other proceeding could result in the unenforceability or invalidity of such patents,

which may lead to increased competition to our business, which could harm our business. In addition, if the breadth or

strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could

dissuade companies from collaborating with us to license, develop or commercialize current or future offering candidates.

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We utilize open source software, which may pose particular risks to our proprietary software and solutions.

We use open source software in our solutions and will use open source software in the future. Companies that

incorporate open source software into their solutions have, from time to time, faced claims challenging the use of open

source software and compliance with open source license terms. Some licenses governing the use of open source software

contain requirements that we make available source code for modifications or derivative works we create based upon the

open source software, and that we license such modifications or derivative works under the terms of a particular open

source license or other license granting third parties certain rights of further use. By the terms of certain open source

licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software

available under open source licenses to third parties at no cost, if we combine our proprietary software with open source

software in certain manners. Although we monitor our use of open source software, we cannot assure you that all open

source software is reviewed prior to use in our solutions, that our developers have not incorporated open source software

into our solutions, or that they will not do so in the future. Additionally, the terms of many open source licenses to which we

are subject have not been interpreted by U.S. or foreign courts. There is a risk that open source software licenses could be

construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our solutions.

Companies that incorporate open source software into their products have, in the past, faced claims seeking enforcement of

open source license provisions and claims asserting ownership of open source software incorporated into their product. If an

author or other third party that distributes such open source software were to allege that we had not complied with the

conditions of an open source license, we could incur significant legal costs defending ourselves against such allegations. In

the event such claims were successful, we could be subject to significant damages or be enjoined from the distribution of

our software. In addition, the terms of open source software licenses may require us to provide software that we develop

using such open source software to others on unfavorable license terms. As a result of our current or future use of open

source software, we may face claims or litigation, be required to release our proprietary source code, pay damages for

breach of contract, re-engineer our solutions, discontinue making our solutions available in the event re-engineering cannot

be accomplished on a timely basis or take other remedial action. Any such re-engineering or other remedial efforts could

require significant additional research and development resources, and we may not be able to successfully complete any

such re-engineering or other remedial efforts. Further, in addition to risks related to license requirements, use of certain open

source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do

not provide warranties or controls on the origin of software. Any of these risks could be difficult to eliminate or manage, and,

if not addressed, could have a negative effect on our business, financial condition and results of operations.

If we fail to comply with our obligations under license or technology agreements with third parties, we may be

required to pay damages and we could lose license rights that are critical to our business.

We license certain intellectual property, including technologies and software from third parties, that is important to our

business, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual

property or technology. If we fail to comply with any of the obligations under our license agreements, we may be required to

pay damages and the licensor may have the right to terminate the license. Termination by the licensor would cause us to

lose valuable rights, and could prevent us from selling our solutions and services, or adversely impact our ability to

commercialize future solutions and services. Our business would suffer if any current or future licenses terminate, if the

licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed patents against infringing third

parties, if the licensed intellectual property are found to be invalid or unenforceable, or if we are unable to enter into

necessary licenses on acceptable terms. In addition, our rights to certain technologies are licensed to us on a non-exclusive

basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including

our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage.

Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be

subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, the

agreements under which we license intellectual property or technology from third parties are generally complex, and certain

provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation

disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property

or technology, or increase what we believe to be our financial or other obligations under the relevant agreement. Any of the

foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

Risks Related to the Healthcare Industry

We may be subject to state and federal fraud and abuse and other healthcare regulatory laws and regulations. If we

or our commercial partners act in a manner that violates such laws or otherwise engage in misconduct, we may be

subject to civil or criminal penalties as well as exclusion from government healthcare programs.

Although the consumers who use our offerings do so outside of any medication or other health benefits covered under

their health insurance, including any commercial or government healthcare program, we may nonetheless be subject to

healthcare fraud and abuse regulation and enforcement by both the U.S. federal government and the states in which we

conduct our business. These laws impact, among other things, our sales, marketing, support and education programs and

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constrain our business and financial arrangements and relationships with pharmacies, PBMs, pharma manufacturers,

marketing partners, healthcare professionals and consumers, and include, but are not limited to, the following:

• the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly

and willfully soliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in

cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or

arranging for or recommending the purchase, lease or order of, any item or service, for which payment may be

made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid. A person or

entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have

committed a violation;

• the U.S. federal physician self referral law, or the Stark Law, which, subject to limited exceptions, prohibits

physicians from referring Medicare or Medicaid patients to an entity for the provision of certain designated

health services, or DHS, which includes outpatient prescription drugs, if the physician or a member of such

physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a

compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such

DHS. Unlike the federal Anti-Kickback Statute, the Stark Law is violated if the financial arrangement does not

meet an applicable exception, regardless of any intent by the parties to induce or reward referrals or the

reasons for the financial relationship and the referral;

• the U.S. federal false claims laws, including the civil False Claims Act (which can be enforced through “qui

tam,” or whistleblower actions, by private citizens on behalf of the federal government), which prohibits any

person from, among other things, knowingly presenting, or causing to be presented false or fraudulent claims

for payment of government funds or knowingly making, using or causing to be made or used, a false record or

statement material to an obligation to pay money to the government or knowingly and improperly avoiding,

decreasing or concealing an obligation to pay money to the U.S. federal government. In addition, the

government may assert that a claim including items and services resulting from a violation of the U.S. federal

Anti-Kickback Statute or Stark Law constitutes a false or fraudulent claim for purposes of the civil False Claims

Act;

• HIPAA, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or

attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully

falsifying, concealing or covering up a material fact or making any materially false statement, in connection

with the delivery of, or payment for healthcare benefits, items or services by a healthcare benefit program,

which includes both government and privately funded benefits programs. Similar to the U.S. federal Anti-

Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to

violate it in order to have committed a violation;

• the federal Civil Monetary Penalties Law, which, subject to certain exceptions, prohibits, among other things,

the offer or transfer of remuneration, including waivers of copayments and deductible amounts (or any part

thereof), to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to

influence the beneficiary’s selection of a particular provider, practitioner or supplier of services reimbursable by

a state or federal healthcare program;

• federal consumer protection and unfair competition laws, which broadly regulate platform activities and

activities that potentially harm consumers; and

• state laws and regulations, including state anti-kickback, self-referral and false claims laws, that may apply to

our business practices, including but not limited to, research, distribution, sales and marketing arrangements

and claims involving healthcare items or services reimbursed by any third-party payor, including private

insurers and self-pay patients.

To enforce compliance with healthcare regulatory laws, certain enforcement bodies have recently increased their

scrutiny of interactions between healthcare companies and referral sources, which has led to a number of investigations,

prosecutions, convictions and settlements in the healthcare industry. Responding to investigations can be time- and

resource-consuming and can divert management’s attention from the business. Additionally, as a result of these

investigations, entities may also have to agree to additional compliance and reporting requirements as part of a consent

decree, non-prosecution or corporate integrity agreement. Any such investigation or settlements could increase our costs or

otherwise have an adverse effect on our business. Even an unsuccessful challenge or investigation into our practices could

cause adverse publicity and be costly to respond.

The shifting commercial compliance environment and the need to build and maintain robust and expandable systems to

comply with different compliance or reporting requirements in multiple jurisdictions increase the possibility that a healthcare

company may fail to comply fully with one or more of these requirements. Efforts to ensure that our business arrangements

with third parties will comply with applicable healthcare laws and regulations may involve substantial costs. It is possible that

governmental authorities may conclude that our business practices, including, without limitation, our revenue sharing

arrangements with our partners, arrangements with entities that provide us with rebate administrative services, and other

sales and marketing practices, do not comply with applicable fraud and abuse or other healthcare laws and regulations or

guidance.

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If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply

to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion

from government-funded healthcare programs, such as Medicare and Medicaid, and additional oversight and reporting

requirements if we become subject to a corporate integrity agreement to resolve allegations of non-compliance with these

laws and the curtailment or restructuring of our operations. If any of the pharmacies, PBMs, pharma manufacturers,

marketing partners or other entities with whom we do business is found not to be in compliance with applicable laws, they

may be subject to the same criminal, civil or administrative sanctions, including exclusion from government-funded

healthcare programs.

We provide pricing information and discounted prices for all FDA-approved medications, including products that are

regulated under federal and state law as controlled substances. Controlled substances are subject to more onerous

regulatory requirements than other pharmaceutical products and have received increasing legal scrutiny in recent years,

which will likely continue into the future. Regulatory or legal developments that have the effect of lowering the sales of

controlled substances may have a negative impact on our business.

Our telehealth offering offered to consumers is subject to various state laws and regulations governing the

provision of telehealth services.

Our ability to provide our telehealth offering is primarily regulated at the state level. State laws and regulations address,

among other things, provider licensure requirements, the minimum modality required to provide telehealth services (i.e., the

minimum interaction required between a telehealth provider and patient), the types of healthcare services that may be

provided via telehealth, the types of practitioners that may provide such services, patient consent requirements and specific

rules applicable to prescribing medications. These state laws and regulations are subject to changing political, regulatory

and other influences. Some state licensing boards have established rules or interpreted existing rules in a manner that limits

or restricts our ability to conduct or optimize our business.

Our telehealth offering grants patients the ability to access our affiliated physician-owned professional entities' network

of clinicians to see a licensed healthcare provider for advice, diagnosis and treatment of routine health conditions on a

remote basis. Due to the nature of this service and the provision of medical care and treatment by a licensed healthcare

professional, we, our affiliated professional entities and any affiliated healthcare providers are and may in the future be

subject to complaints, inquiries and compliance orders by national and state licensing boards. Such complaints, inquiries or

compliance orders may result in disciplinary actions taken by these licensing boards against the licensed healthcare provider

who provides services through our telehealth offering, which could include suspension, restriction or revocation of the

healthcare provider’s license, probation, required continuing education courses, monetary fines, administrative actions and

other conditions. Regardless of outcome, these complaints, inquiries or compliance orders could have an adverse impact on

our telehealth offering and our platform generally due to defense and settlement costs, diversion of management resources,

negative publicity, reputational harm and other factors.

Due to the uncertain regulatory environment, certain states may determine that we or our affiliated professional entities

are in violation of their laws and regulations or such laws and regulations may change requiring that we modify the way we

currently conduct business. In the event that we must remedy such violations, we may be required to modify our offerings in

such states in a manner that undermines our offerings or business, we may become subject to fines or other penalties or, if

we determine that the requirements to operate in compliance in such states are overly burdensome, we may elect to

terminate our operations in such states. In each case, our business, financial condition and results of operations could be

materially adversely affected.

Our telehealth offering and relationships with our affiliated physician-owned professional entities may implicate

laws governing the practice of medicine and fee-splitting.

Our telehealth offering (where telehealth services are rendered by healthcare providers employed by or contracted with

our affiliated professional entities, including through staffing providers, such as Wheel) may implicate certain state laws in

the United States that generally prohibit non-physician entities from practicing medicine, exercising control over physicians

or engaging in certain practices such as fee-splitting with physicians. Although we believe that we have structured our

arrangements to ensure that the healthcare professionals maintain exclusive authority regarding the delivery of medical care

and prescription of medications when clinically appropriate, there can be no assurance that these laws will be interpreted in

a manner consistent with our practices or that other laws or regulations will not be enacted in the future that could have a

material and adverse effect on our business, financial condition and results of operations. Regulatory authorities, state

licensing boards, state attorneys general and other parties, including our affiliated professional entities, may assert that,

despite the management service agreement and other arrangements through which we operate, we are engaged in the

prohibited corporate practice of medicine, and/or that our arrangements with our affiliated professional entities constitute

unlawful fee-splitting. If a state’s prohibition on the corporate practice of medicine or fee-splitting law is interpreted in a

manner that is inconsistent with our practices, we would be required to restructure or terminate our relationship with our

affiliated professional entities to bring its activities into compliance with such laws. A determination of non-compliance, or the

termination of or failure to successfully restructure these relationships could result in disciplinary action, penalties, damages,

fines, and/or a loss of revenue, any of which could have a material and adverse effect on our business, financial condition

and results of operations. State corporate practice of medicine doctrines and fee-splitting prohibitions also often impose

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penalties on healthcare professionals for aiding the corporate practice of medicine, which could discourage physicians and

other healthcare professionals from participating in our network of providers.

The impact of healthcare reform legislation and other proposed or future changes impacting the healthcare

industry and healthcare spending on us is currently unknown, but may adversely affect our business, financial

condition and results of operations.

Our revenue is dependent on the healthcare industry and could be affected by changes in healthcare spending and

policy. The healthcare industry is subject to changing political, regulatory and other influences. The Affordable Care Act (the

“ACA”), enacted in March 2010, made major changes in how healthcare is delivered and reimbursed, and increased access

to health insurance benefits to the uninsured and underinsured population of the United States. The ACA, among other

things, increased the number of individuals with Medicaid and private insurance coverage, implemented reimbursement

policies that tie payment to quality, facilitated the creation of accountable care organizations that may use capitation and

other alternative payment methodologies, strengthened enforcement of fraud and abuse laws and encouraged the use of

information technology.

New and changing laws, regulations, executive orders and other governmental actions, particularly from the new

presidential administration, may also create uncertainty about how laws and regulations will be interpreted and applied.

Such changes can adversely affect our business by increasing our costs, reducing spending by our customers, limiting the

Company’s ability to pursue or offer new offerings, and requiring changes to our business. New and changing laws,

regulations, and executive orders can also create uncertainty about how such laws and regulations will be interpreted and

applied. Regulatory changes and other actions that materially adversely affect our business may be announced with little or

no advance notice and we may not be able to effectively mitigate all adverse impacts from such measures. Differing

interpretations of such legal obligations can expose us to significant fines, government investigations, litigation and

reputational harm. If we are found to have violated laws, regulations, or executive orders, it could materially adversely affect

our business, reputation, results of operations and financial condition.

In addition, recently there has been heightened governmental scrutiny of the manner in which pharma manufacturers

set prices for their marketed products, which has resulted in several U.S. congressional inquiries and proposed and enacted

federal and state legislation designed to, among other things, bring more transparency to medication pricing, reduce the cost

of prescription medications under government payor programs, and review the relationship between pricing and

manufacturer patient programs. Most significantly, in August 2022, former President Biden signed the Inflation Reduction Act

of 2022 (the “IRA”) into law. This statute marks the most significant action by Congress with respect to the pharmaceutical

industry since adoption of the ACA in 2010. Among other things, the IRA requires manufacturers of certain drugs to engage

in price negotiations with Medicare, with prices that can be negotiated subject to a cap; imposes rebates under Medicare

Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023); redesigns the Medicare Part

D benefit (beginning in 2024); and replaces the Part D coverage gap discount program with a new manufacturer discounting

program (beginning in 2025). The Centers for Medicare & Medicaid Services has published the negotiated prices for the

initial ten drugs, which will first be effective in 2026, and has published the list of the subsequent 15 drugs that will be subject

to negotiation. The IRA permits the Secretary of the Department of Health and Human Services to implement many of these

provisions through guidance, as opposed to regulation, for the initial years. HHS has and will continue to issue and update

guidance as these programs are implemented, although the drug price negotiation program is currently subject to legal

challenges. In addition, the IRA delayed the final rule removing safe harbor protection for price reductions given by

pharmaceutical manufacturers to plan sponsors under Part D, either directly or through PBMs, unless the price reduction is

required by law, until 2032. The impact of the IRA on our business and the pharmaceutical industry cannot yet be fully

determined, but is likely to be significant.

Congress has and is likely to continue to scrutinize key participants in the healthcare industry, including PBMs. A

number of bills have been introduced in Congress that would further regulate PBMs and impose additional requirements.

The FTC has issued statements about PBMs and conducted a study of PBMs that resulted in two published reports, which

could motivate further actions by Congress with respect to PBM regulation. Any findings in the report may motivate further

actions by Congress with respect to PBM regulation. In September 2024, the FTC filed an administrative complaint against

the three largest PBMs and their affiliated group purchasing organizations alleging that the PBMs engaged in anti-

competitive and unfair practices that increased costs for insulin medication. It is unclear what the results of this matter will

be, and what impact this will have on the PBM industry and our business, financial condition and results of operations. For

information regarding certain antitrust litigation initiated against us regarding our relationship with PBMs, see Note 13 to our

audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K and our risk factor titled

“We are, and may become in the future, subject to various legal proceedings and claims that arise in or outside the ordinary

course of business, which may require significant management time and attention, result in significant legal expenses and

may result in unfavorable outcomes, which may have a material adverse effect on our business, operating results and

financial condition, and negatively affect the price of our Class A common stock.”

Individual states in the United States have also increasingly passed legislation and implemented regulations designed

to control medication pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product

access, disclosure, transparency and reporting requirements to regulatory agencies regarding marketing costs and

discounts provided to patients, such as those provided through our prescription transactions offering and subscription

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offerings, for prescription medications dispensed by pharmacies, and, in some cases, designed to encourage importation

from other countries and bulk purchasing. Some states have enacted legislation creating so-called prescription drug

affordability boards, which ultimately may attempt to impose price limits on certain drugs in these states. In addition, the

Supreme Court held in December 2020 in Rutledge v. Pharmaceutical Care Management that ERISA, a federal statute, did

not preempt an Arkansas state law that regulates PBM reimbursements to network pharmacies and other standards for

PBMs’ reimbursements to network pharmacies. As a result of this holding, some states have passed, and other states may

pass similar legislation or may otherwise attempt to regulate PBMs, which could have impacts on the healthcare industry.

Further, we may see heightened regulatory scrutiny from state regulators related to our integrated savings programs,

particularly with respect to insurance laws. These regulatory requirements and related scrutiny may impose timing and

expense constraints on us or our industry partners that could adversely affect our partnerships or our operations.

We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could

impact the amounts that federal and state governments and other third-party payors will pay for healthcare products and

services or require us to restructure our existing arrangements with PBMs and pharma manufacturers, any of which could

adversely affect our business, financial condition and results of operations.

Risks Related to Our Organizational Structure, including Agreements and Relationships with Significant Stockholders

Our capital structure may adversely affect the trading market for our Class A common stock.

We cannot predict whether our dual class or controlled company structure will result in a lower or more volatile market

price of our Class A common stock or in adverse publicity or other adverse consequences. For example, FTSE Russell

requires new constituents of its indices to have greater than 5% of the company's voting rights in the hands of public

stockholders. In addition, certain index providers previously imposed restrictions on including companies with dual class or

multi-class share structures in certain of their indexes and such restrictions could be reimposed in the future. As a result, our

dual class capital structure makes us ineligible for inclusion in certain indices, and mutual funds, exchange-traded funds and

other investment vehicles that attempt to passively track these indices may not invest in our stock. It is possible that such

policies may depress our valuation compared to those of other similar companies that are included. These policies could

make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock

could be adversely affected.

The parties to our stockholders agreement, who hold a significant portion of our Class B common stock, control

the direction of our business and such parties’ ownership of our common stock prevents you and other

stockholders from influencing significant decisions.

As of December 31, 2024, the holders of our Class B common stock, including the parties to our stockholders

agreement, who also hold a significant portion of our Class B common stock, own approximately 96.3% of the combined

voting power of our Class A and Class B common stock, with each share of Class A common stock entitling the holder to one

vote and each share of Class B common stock entitling the holder to 10 votes, until the earlier of, (i) the first date on which

the aggregate number of outstanding shares of our Class B common stock ceases to represent at least 10% of the

aggregate number of our outstanding shares of common stock and (ii) September 25, 2027, on all matters submitted to a

vote of our stockholders. Moreover, the parties to our stockholders agreement, who also hold Class A and Class B common

stock, own approximately 94.8% of the combined voting power of our Class A and Class B common stock as of

December 31, 2024. In addition, we have agreed to nominate to our Board individuals designated by Silver Lake, Francisco

Partners, Spectrum and Idea Men, LLC in accordance with our stockholders agreement. Silver Lake, Francisco Partners,

Spectrum and Idea Men, LLC each retain the right to designate directors for so long as they beneficially own at least 5% of

the aggregate number of shares of common stock outstanding. Even when the parties to our stockholders agreement cease

to own shares of our stock representing a majority of the total voting power, for so long as the parties to our stockholders

agreement continue to own a significant percentage of our stock, particularly our Class B common stock, they will still be

able to significantly influence or effectively control the composition of our Board and the approval of actions requiring

stockholder approval through their voting power. Accordingly, for such period of time, the parties to our stockholders

agreement will have significant influence with respect to our management, business plans and policies. In particular, for so

long as the parties to our stockholders agreement continue to own a significant percentage of our stock, particularly our

Class B common stock, the parties to our stockholders agreement may be able to cause or prevent a change of control of

our company or a change in the composition of our Board, and could preclude any unsolicited acquisition of our company.

The concentration of ownership could deprive investors of an opportunity to receive a premium for their shares of Class A

common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock.

Further, our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” will

not apply with respect to the parties to our stockholders agreement or their affiliates (other than us and our subsidiaries),

and any of their respective principals, members, directors, partners, stockholders, officers, employees or other

representatives (other than any such person who is also our employee or an employee of our subsidiaries), or any director

or stockholder who is not employed by us or our subsidiaries.

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Substantial future sales by the parties to our stockholders agreement or other holders of our common stock, or the

perception that such sales may occur, could depress the price of our Class A common stock.

As of December 31, 2024, the parties to our stockholders agreement collectively own approximately 72.0% of our

outstanding shares of common stock. Subject to the restrictions described in the paragraph below, future sales of these

shares are subject to the volume and other restrictions of Rule 144 under the Securities Act for so long as such parties are

deemed to be our affiliates, unless the shares to be sold are registered with the SEC. These stockholders are entitled to

rights with respect to the registration of their shares. We are unable to predict with certainty whether or when such parties

will sell a substantial number of shares of our Class A common stock. The sale by the parties to our stockholders agreement

of a substantial number of shares, or a perception that such sales could occur, could significantly reduce the market price of

our Class A common stock.

We are, and may become in the future, subject to various legal proceedings and claims that arise in or outside the

ordinary course of business, which may require significant management time and attention, result in significant

legal expenses and may result in unfavorable outcomes, which may have a material adverse effect on our business,

operating results and financial condition, and negatively affect the price of our Class A common stock.

We are, and may in the future become, subject to various legal proceedings and claims that arise in or outside the

ordinary course of business. The results of these legal proceedings cannot be predicted with certainty. Lawsuits and other

administrative or legal proceedings that may arise in the course of our operations can involve substantial costs, including the

costs associated with investigation, litigation and possible settlement, judgment, penalty or fine, as well as injunctive relief or

other remedies that could adversely impact our operations. In addition, lawsuits and other legal proceedings may be time

consuming to defend or prosecute and may require a commitment of management and personnel resources that will be

diverted from our normal business operations. Our litigation and regulatory risk profiles could change as we continue to offer

new services and expand in business areas, and we may face increased legal and regulatory risks related to our integrated

savings program and evolving relationships with PBMs. For example, our integrated savings program may be subject to

additional regulations under various state insurance laws. Also, our insurance coverage may be insufficient, our assets may

be insufficient to cover any amounts that exceed our insurance coverage, and we may have to pay damage awards or

otherwise may enter into settlement arrangements in connection with such claims. Moreover, we may be unable to continue

to maintain our existing insurance at a reasonable cost, if at all, or to secure additional coverage, which may result in costs

associated with lawsuits and other legal proceedings being uninsured. Any such payments or settlement arrangements in

current or future litigation could have a material adverse effect on our business, operating results or financial condition. Even

if the plaintiffs’ claims are not successful, current or future litigation could result in substantial costs and significantly and

adversely impact our reputation and divert management’s attention and resources, which could have a material adverse

effect on our business, operating results and financial condition, and negatively affect the price of our Class A common

stock. In addition, such lawsuits may make it more difficult to finance our operations. See Note 13 to our audited

consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.

We are a “controlled company” under the corporate governance rules of The Nasdaq Stock Market and, as a result,

qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have

the same protections afforded to stockholders of companies that are subject to such requirements.

As of December 31, 2024, certain affiliates of Silver Lake, Francisco Partners, Spectrum and Idea Men, LLC own

approximately 94.8% of the combined voting power of our Class A and Class B common stock and are parties, among

others, to a stockholders agreement. As a result, we are a “controlled company” within the meaning of the corporate

governance standards of The Nasdaq Stock Market rules. Under these rules, a listed company of which more than 50% of

the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply

with certain corporate governance requirements, including:

• the requirement that a majority of its board of directors consist of independent directors;
• the requirement that its director nominations be made, or recommended to the full board of directors, by its

independent directors or by a nominations committee that is comprised entirely of independent directors and

that it adopt a written charter or board resolution addressing the nominations process; and

• the requirement that it have a compensation committee that is composed entirely of independent directors with

a written charter addressing the committee’s purpose and responsibilities.

We do not intend to rely on all of these exemptions. However, as long as we remain a “controlled company,” we rely on

certain of these exemptions and may elect in the future to take advantage of any of these exemptions. As a result of any

such election, our Board would not have a majority of independent directors, our compensation committee would not consist

entirely of independent directors and our directors would not be nominated or selected by independent directors, as

applicable. Accordingly, investors do not have the same protections afforded to stockholders of companies that are subject

to all of the corporate governance requirements of The Nasdaq Stock Market rules.

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Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated

bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to

replace or remove our current management and limit the market price of our Class A common stock.

Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws contain

provisions that may make the acquisition of our company more difficult, including the following:

• amendments to certain provisions of our amended and restated certificate of incorporation or amendments to

our amended and restated bylaws generally require the approval of at least 66 2/3% of the voting power of our

outstanding capital stock;

• our dual class common stock structure, which provides certain affiliates of Silver Lake, Francisco Partners,

Spectrum, Idea Men, LLC and our Co-Founders, individually or together, with the ability to significantly

influence the outcome of matters requiring stockholder approval, even if they own significantly less than a

majority of the shares of our outstanding Class A common stock and Class B common stock;

• our staggered Board;
• at any time when the holders of our Class B common stock no longer beneficially own, in the aggregate, at

least the majority of the voting power of our outstanding capital stock, our stockholders will only be able to take

action at a meeting of stockholders and will not be able to take action by written consent for any matter;

• our amended and restated certificate of incorporation does not provide for cumulative voting;
• vacancies on our Board are able to be filled only by our Board and not by stockholders, subject to the rights

granted pursuant to the stockholders agreement;

• a special meeting of our stockholders may only be called by the chairperson of our Board, our Chief Executive

Officer or a majority of our Board;

• restrict the forum for certain litigation against us to Delaware or the federal courts, as applicable;
• our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of

which may be established and shares of which may be issued without further action by our stockholders; and

• advance notice procedures apply for stockholders (other than the parties to our stockholders agreement) to

nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

In addition, we have opted out of Section 203 of the Delaware General Corporation Law, but our amended and restated

certificate of incorporation provides that engaging in any of a broad range of business combinations with any “interested

stockholder” (any entity or person who, together with that entity’s or person’s affiliates and associates, owns or within the

previous three years owned, 15% or more of our outstanding voting stock) for a period of three years following the date on

which the stockholder became an “interested stockholder” is prohibited, provided, however, that, under our amended and

restated certificate of incorporation, the parties to our stockholders agreement and any of their respective affiliates are not

deemed to be interested stockholders regardless of the percentage of our outstanding voting stock owned by them, and

accordingly are not subject to such restrictions.

These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of

our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect

directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain

circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common

stock, and could also affect the price that some investors are willing to pay for our Class A common stock.

Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does

not apply with respect to certain parties to our stockholders agreement and any director or stockholder who is not

employed by us or our subsidiaries.

The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using

corporate resources, acquire an interest adverse to that of the corporation or acquire property that is reasonably incident to

the present or prospective business of the corporation or in which the corporation has a present or expectancy interest,

unless that opportunity is first presented to the corporation and the corporation chooses not to pursue that opportunity. The

doctrine of corporate opportunity is intended to preclude officers or directors or other fiduciaries from personally benefiting

from opportunities that belong to the corporation. Our amended and restated certificate of incorporation, provides that the

doctrine of “corporate opportunity” does not apply with respect to the parties to our stockholders agreement or their affiliates

(other than us and our subsidiaries), and any of their respective principals, members, directors, partners, stockholders,

officers, employees or other representatives (other than any such person who is also our employee or an employee of our

subsidiaries), or any director or stockholder who is not employed by us or our subsidiaries. SLP Geology Aggregator, L.P.,

Francisco Partners IV, L.P., Francisco Partners IV-A, L.P., Spectrum Equity VII, L.P., Spectrum VII Investment Managers’

Fund, L.P., Spectrum VII Co-Investment Fund, L.P. and Idea Men, LLC or their affiliates and any director or stockholder who

is not employed by us or our subsidiaries, therefore, have no duty to communicate or present corporate opportunities to us,

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and have the right to either hold any corporate opportunity for their (and their affiliates’) own account and benefit or to

recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any director or

stockholder who is not employed by us or our subsidiaries. As a result, certain of our stockholders, directors and their

respective affiliates are not prohibited from operating or investing in competing businesses. We, therefore, may find

ourselves in competition with certain of our stockholders, directors or their respective affiliates, and we may not have

knowledge of, or be able to pursue, transactions that could potentially be beneficial to us. Accordingly, we may lose a

corporate opportunity or suffer competitive harm, which could negatively impact our business, operating results and financial

condition.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware

is the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United

States is the exclusive forum for the resolution of any complaint asserting a cause of action arising under the

Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us

or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation provides that, unless we otherwise consent in writing, (A) (i) any

derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary

duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the

Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General

Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may

be amended or restated) or as to which the Delaware General Corporation Law confers exclusive jurisdiction on the Court of

Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of

the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the

State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of

Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any

complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the exclusive forum

provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act. The choice of forum

provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our

directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other

employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and

the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our

amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional

costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and

financial condition. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital

stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of

incorporation.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business and we do not

expect to declare or pay any dividends in the foreseeable future. Moreover, the terms of our existing debt agreements

restrict our ability to pay dividends, and any additional debt we may incur in the future may include similar restrictions. In

addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common

stock. As a result, stockholders must rely on sales of their Class A common stock after price appreciation as the only way to

realize any future gains on their investment.

We are a holding company and depend on our subsidiaries for cash to fund operations and expenses, including

future dividend payments, if any.

We are a holding company that does not conduct any business operations of our own. As a result, we are largely

dependent upon cash distributions and other transfers from our subsidiaries to meet our obligations and to make future

dividend payments, if any. We do not currently expect to declare or pay dividends on our common stock for the foreseeable

future; however, the agreements governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries’

ability to pay dividends or other distributions to us. The deterioration of the earnings from, or other available assets of, our

subsidiaries for any reason could impair their ability to make distributions to us.

General Risk Factors

We may be unable to accurately forecast revenue and appropriately plan our expenses in the future.

We base our current and future expense levels on our operating forecasts and estimates of future income. Income and

results of operations are difficult to forecast because they generally depend on the number and timing of our consumers

using our platform, signing up for a subscription or using the services provided by our telehealth platform, as well as pharma

manufacturers' spending patterns, which are uncertain. Additionally, our business is affected by general economic and

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business conditions around the world. A softening in income, whether caused by changes in consumer preferences, the

closure of retail pharmacy locations or a weakening in global economies or otherwise, may result in decreased revenue

levels, and we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in

income. This inability could result in lower net income or greater net loss in a given quarter than expected.

We may experience fluctuations in our tax obligations and effective income tax rate, which could materially and

adversely affect our results of operations.

We are subject to U.S. federal and state income taxes. Tax laws, regulations and administrative practices in various

jurisdictions may be subject to significant change, with or without advance notice, due to economic, political and other

conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.

There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is

uncertain. Our effective income tax rates could be affected by numerous factors, such as changes in tax, accounting and

other laws, regulations, administrative practices, principles and interpretations, the mix and level of earnings in a given

taxing jurisdiction or our ownership or capital structures. For example, the Inflation Reduction Act of 2022, enacted in August

2022, imposes a minimum tax on certain corporations with book income of at least $1 billion (subject to certain adjustments)

and an excise tax on certain stock buybacks and similar corporate actions.

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may

dilute your ownership of our Class A common stock.

We intend to continue to make investments to support our business growth and may require additional capital to fund

and support our business, to respond to competitive challenges or take advantage of strategic opportunities. Accordingly, we

may require additional capital from equity or debt financing in the future and may not be able to secure timely additional

financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating

flexibility, including our ability to issue or repurchase equity, develop new or enhanced existing offerings, complete

acquisitions or otherwise take advantage of business opportunities. If we raise additional funds or finance acquisitions

through further issuances of equity, convertible debt securities or other securities convertible into equity, you and our other

stockholders could suffer significant dilution in your percentage ownership of our company, and any new securities we issue

could have rights, preferences and privileges senior to those of holders of our Class A common stock. If we raise additional

funds through debt financing, such financing could impose restrictive covenants relating to our capital-raising activities and

other financial and operational matters, which may make it more difficult for us to obtain additional capital or to pursue

business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms

satisfactory to us, if and when we require it, including as a result of the disruption to the capital and debt markets caused by

COVID-19 or a pandemic of a similar infectious disease, our ability to grow or support our business and to respond to

business challenges could be significantly limited.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect

our platform or features of our platform and offerings.

There are a number of changes to the patent laws that may have a significant impact on our ability to protect our

technology and enforce our intellectual property rights. For example, the Leahy-Smith America Invents Act (the “AIA”),

enacted in September 2011, resulted in significant changes in patent legislation. An important change introduced by the AIA

is that, as of March 16, 2013, the United States transitioned from a “first-to-invent” to a “first-to-file” system for deciding

which party should be granted a patent when two or more patent applications are filed by different parties claiming the same

invention. Under a “first-to-file” system, assuming the other requirements for patentability are met, the first inventor to file a

patent application generally will be entitled to a patent on the invention regardless of whether another inventor had made the

invention earlier. A third party that files a patent application in the U.S. Patent and Trademark Office (“USPTO”) after that

date but before us could therefore be awarded a patent covering an invention of ours even if we made the invention before it

was made by the third party. Circumstances could prevent us from promptly filing patent applications on our inventions. The

AIA also includes a number of significant changes that affect the way patent applications will be prosecuted and also may

affect patent litigation. These include allowing third party submission of prior art to the USPTO during patent prosecution and

additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including post-grant

review, IPR and derivation proceedings.

There are also a number of changes to the patent laws being considered that, if enacted, may have a significant impact

on our ability to protect our technology and enforce our intellectual property rights. For example, the Senate Judiciary

Committee’s Subcommittee on Intellectual Property in 2023 held hearings on modifying the test for patent eligibility under

Section 101 of the Patent Act to limit the ability to challenge claims for being abstract. Such changes could initially result in

an increased value for issued patents, but depending on how the legislation is enacted, may adversely impact other issued

patents which properly satisfied the patent eligibility test as of the time of examination, but might fail the new test depending

on what is enacted. Alternatively, the USPTO could decide to strengthen its examination under Section 101, leading to fewer

issuing patents or patents issuing with more limited scope. Similarly, over the last several years, Congress has considered

expanding the test for patent definiteness under Section 112(f) of the Patent Act in a way that could result in a diminished

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value for issued patents. While proposed changes to that law in 2019 were not enacted, Congress could consider

reintroducing these proposed changes in connection with its current exploration into amending the Section 101 law.

There are also legislative discussions regarding the changing of rules relating to post-grant review of patents through

IPR or covered business method (“CBM”) review. For example, current case law holds that the Patent Trial and Appeal

Board (“PTAB”) has the sole authority to determine whether to institute an IPR or CBM, and such decision is unreviewable

on appeal. Efforts to amend the law to allow appellate review of PTAB institution decisions could result in an increase of

institution as a result of such appellate review, and a corresponding increase in invalidation through these processes.

Because of a lower evidentiary standard in PTAB proceedings compared to the evidentiary standard in U.S. federal courts

necessary to invalidate a patent claim, a third party could potentially provide evidence in a PTAB proceeding sufficient for the

PTAB to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in

a district court action. Accordingly, a third party may attempt to use the PTAB procedures to invalidate our patent claims that

would not have been invalidated if first challenged by the third party as a defendant in a district court action, and legislative

attempts to make it easier to appeal successful patent-holder results could diminish the value of patents.

In addition, the patent position of companies engaged in the development and commercialization of software and

internet e-commerce is particularly uncertain. Various courts, including the Supreme Court have rendered decisions that

affect the scope of patentability of certain inventions or discoveries relating to certain software and business method patents.

These decisions state, among other things, that a patent claim that recites an abstract idea, natural phenomenon or law of

nature is not itself patentable. Precisely what constitutes a law of nature or abstract idea is uncertain, and it is possible that

certain aspects of our software or business methods would be considered abstract ideas. Accordingly, the evolving case law

in the United States may adversely affect our ability to obtain patents and may facilitate third-party challenges to any owned

or licensed patents. The laws of some foreign countries do not protect intellectual property rights to the same extent as the

laws of the United States, and we may encounter difficulties in protecting and defending such rights in foreign jurisdictions.

The legal systems of many other countries do not favor the enforcement of patents and other intellectual property protection,

particularly those relating to software, which could make it difficult for us to stop the infringement of our patents in such

countries. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our

efforts and attention from other aspects of our business.

We may not be able to enforce our intellectual property rights throughout the world.

We may also be required to protect our proprietary technology and content in an increasing number of jurisdictions, a

process that is expensive and may not be successful, or which we may not pursue in every location. Filing, prosecuting,

maintaining, defending, and enforcing intellectual property rights on our solutions, services, and technologies in all countries

throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the

United States can be less extensive than those in the United States. We do not own and have not registered or applied for

intellectual property outside the United States. Competitors may use our technologies in jurisdictions where we have not

obtained protection to develop their own solutions and services and, further, may export otherwise violating solutions and

services to territories where we have protection but enforcement is not as strong as that in the United States. These

solutions and services may compete with our solutions and services, and our intellectual property rights may not be effective

or sufficient to prevent them from competing. In addition, the laws of some foreign countries do not protect proprietary rights

to the same extent as the laws of the United States, and many companies have encountered significant challenges in

establishing and enforcing their proprietary rights outside of the United States. These challenges can be caused by the

absence or inconsistency of the application of rules and methods for the establishment and enforcement of intellectual

property rights outside of the United States. For instance, there is no uniform worldwide policy regarding patentable subject

matter or the scope of claims allowable for business methods. As such, we do not know the degree of future protection that

we will have on our technologies, products and services.

In addition, the legal systems of some countries, particularly developing countries, do not favor the enforcement of

intellectual property protection, especially those relating to healthcare. This could make it difficult for us to stop the

misappropriation or other violation of our other intellectual property rights. Accordingly, we may choose not to seek

protection in certain countries, and we will not have the benefit of protection in such countries. Proceedings to enforce our

intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from

other aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be

inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may

affect our ability to obtain adequate protection for our solutions, services and other technologies and the enforcement of

intellectual property. Any of the foregoing could harm our competitive position, business, financial condition, results of

operations and prospects.

We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed

alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our

own intellectual property.

Many of our employees, consultants, and advisors are currently or were previously employed at other companies in our

field, including our competitors or potential competitors. Although we try to ensure that our employees, consultants, and

advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that

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we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information,

of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in

defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or

personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a

distraction to management.

In addition, while it is our policy to require our employees and contractors who may be involved in the conception or

development of intellectual property to execute agreements assigning such intellectual property to us, we may be

unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that

we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment

agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may

bring against us, to determine the ownership of what we regard as our intellectual property. Any of the foregoing could harm

our competitive position, business, financial condition, results of operations and prospects.

If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new

solutions or services in the future.

In the future, we may identify additional third-party intellectual property we may need to license in order to engage in our

business, including to develop or commercialize new solutions or services. However, such licenses may not be available on

acceptable terms or at all. The licensing or acquisition of third-party intellectual property rights is a competitive area, and

several more established companies may pursue strategies to license or acquire third-party intellectual property rights that

we may consider attractive or necessary. These established companies may have a competitive advantage over us due to

their size, capital resources and greater development or commercialization capabilities. In addition, companies that perceive

us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, we may be

required to pay the licensor substantial royalties based on sales of our solutions and services. Such royalties are a

component of the cost of our solutions or services and may affect the margins on our solutions and services. In addition,

such licenses may be non-exclusive, which could give our competitors access to the same intellectual property licensed to

us. If we are unable to enter into the necessary licenses on acceptable terms or at all, if any necessary licenses are

subsequently terminated, if our licensors fail to abide by the terms of the licenses, if our licensors fail to prevent infringement

by third parties, or if the licensed intellectual property rights are found to be invalid or unenforceable, our business, financial

condition, results of operations and prospects could be affected. If licenses to third-party intellectual property rights are or

become required for us to engage in our business, the rights may be non-exclusive, which could give our competitors

access to the same technology or intellectual property rights licensed to us. Moreover, we could encounter delays and other

obstacles in our attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on

favorable terms could prevent us from commercializing solutions and services, which could harm our competitive position,

business, financial condition, results of operations and prospects.

Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial

losses for investors.

The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of

which are beyond our control, including:

• actual or anticipated fluctuations in our financial conditions and results of operations;
• the financial projections we may provide to the public, any changes in these projections or our failure to meet

these projections;

• failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or

ratings by any securities analysts who follow our company or our failure to meet these estimates or the

expectations of investors;

• announcements by us or our competitors of significant technical innovations, acquisitions, strategic

partnerships, joint ventures, results of operations or capital commitments;

• changes in stock market valuations and operating performance of other healthcare and technology companies

generally, or those in our industry in particular;

• price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a

whole;

• changes in our Board or management;
• sales of large blocks of our Class A common stock, including sales by certain affiliates of Silver Lake,

Francisco Partners, Spectrum, Idea Men, LLC, our Co-Founders or our executive officers and directors;

• lawsuits threatened or filed against us;
• anticipated or actual changes in laws, regulations or government policies applicable to our business;

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• changes in our capital structure, such as future issuances of debt or equity securities;
• short sales, hedging and other derivative transactions involving our capital stock;
• general economic conditions in the United States;
• other events or factors, including those resulting from war, pandemics (such as COVID-19), incidents of

terrorism or responses to these events; and

• the other factors described in this Part I, Item 1A, “Risk Factors.”

The stock market has recently experienced extreme price and volume fluctuations. The market prices of securities of

companies have experienced fluctuations that often have been unrelated or disproportionate to their results of operations.

Market fluctuations could result in extreme volatility in the price of shares of our Class A common stock, which could cause a

decline in the value of your investment. Price volatility may be greater if the public float and trading volume of shares of our

Class A common stock is low. Furthermore, in the past, stockholders have sometimes instituted securities class action

litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against

us could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition

and results of operations.

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Cybersecurity Risk Management and Strategy

We have established and implemented a cybersecurity risk management program and information privacy program

(collectively, our “Cybersecurity and Privacy Programs”) that are collectively intended to protect the confidentiality, integrity,

and availability of our critical information systems and the information residing therein. These programs are integrated into,

and form a part of, our overall risk management program, and share similar methodologies, reporting channels and

governance processes to those that apply across the broader risk management framework.

Key elements of our Cybersecurity and Privacy Programs include, but are not limited to the following:

• Teams responsible for managing security and privacy controls, risk assessments, and responding to

cybersecurity incidents;

• Security and privacy awareness training of our employees;
• Privacy and security risk assessments designed to identify material privacy and/or cybersecurity risks to our

systems, processes, and assets;

• The use of external service providers to assist with privacy and security controls, including vulnerability

management;

• An incident response plan with trained personnel and personnel that are trained to execute the plan; and,
• A third-party risk management process for service providers and vendors.

We are subject to an evolving threat landscape that could pose various risks to our business, and such risks are

regularly evaluated and managed via our Cybersecurity and Privacy Programs by internal and external experts. We have not

identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have

materially affected us, including our operations, business strategy, results of operations, or financial condition. For more

information regarding risks related to cybersecurity matters, please see Part I, Item 1A, “Risk Factors—We depend on our

information technology systems, and those of our third-party vendors, contractors and consultants, and any failure or

significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business,

financial condition and results of operations.”

Cybersecurity Governance

Our Board and its committees have an active role in overseeing risk management and they have delegated to the Audit

and Risk Committee oversight over our cybersecurity and data privacy risks, including oversight of management’s

implementation of our Cybersecurity and Privacy Programs, except to the extent direct oversight by the Board is required by

the FTC Order. The Audit and Risk Committee oversees management’s implementation of our Cybersecurity and Privacy

Programs, except to the extent direct oversight by the Board is required by the FTC Order.

The Audit and Risk Committee receives periodic reports from management regarding cybersecurity and privacy risks,

any material updates thereto and a summary of any cybersecurity and/or privacy events or incidents that have occurred, in

each case, since the most recent update provided to the Audit and Risk Committee. The Audit and Risk Committee reports

to the full Board regarding its activities, including those related to cybersecurity and privacy. In addition, at least once every

twelve months and promptly after the occurrence of certain specified cybersecurity/data privacy incidents, the Board and our

Chief Executive Officer and President receive the written Cybersecurity and Privacy Program materials, which include the

results of the most recent cybersecurity and privacy risk assessment and any evaluations thereof or updates thereto

(collectively, the “Reporting Materials”). On an annual basis, management also leads the Board through a comprehensive

review of the Reporting Materials, including, among other things, a review of the identified material cybersecurity and privacy

risk exposures and the safeguards implemented to control such risk exposures.

Our Security Team is responsible for assessing and managing our material risks from cybersecurity threats and is

primarily responsible for our overall Cybersecurity and Privacy Programs and collaborates with other employees and third

parties to identify and mitigate applicable risks. Our Security Team is composed of certified cybersecurity professionals

responsible for assessing and managing cybersecurity risks, led by the Senior Director of Information Security &

Compliance. The qualifications of our Security Team include the following industry-recognized certifications: ISC2 Certified

Information Systems Security Professional (CISSP), Certified Ethical Hacker (C|EH), Certified Incident Handler (GCIH),

Certified Intrusion Analyst (GCIA), GSEC, CompTIA Security+, A+ Network+, CISM, CCSK, MCSA, MCSE, MCP, MCT, and

Cisco Certified Network Associate (CCNA). The Senior Director of Information Security & Compliance reports to our Chief

Technology Officer, who has over 19 years of experience in information technology. The Senior Director of Information

Security & Compliance brings over 13 years of experience in risk management, cybersecurity and compliance. The Security

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Team’s experience in information security and cybersecurity spans across various industries, including healthcare,

technology, and critical infrastructure.

Under the Cybersecurity and Privacy Programs, our Security Team monitors, prevents, detects, mitigates, and

remediates cybersecurity risks and incidents via various means, including monitoring threat intelligence from various

sources, internal and external vulnerability management, and alerts and reports produced by security tools. Reporting of

such risks is regularly provided to the Board and the Audit and Risk Committee, as applicable.

Our corporate headquarters is located in Santa Monica, California, where we lease approximately 74,000 square feet

of space under a lease expiring in 2031. We also maintain smaller satellite offices across the United States, including in San

Francisco, California, Charleston, South Carolina, Asheville, North Carolina, New Albany, Ohio and New York, New York. We

believe that these facilities are sufficient for our current needs and that additional facilities will be available to accommodate

the expansion of our business should they be needed.

The information required under this Item 3 is set forth in Note 13 within “Notes to Consolidated Financial Statements”

included in Part IV, Item 15 of this report and is incorporated herein by this reference.

You should read the following discussion and analysis of our financial condition and results of operations together with

our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and

uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result

of various factors, including those set forth under Part I, Item 1A, “Risk Factors” and in other parts of this Annual Report on

Form 10-K. A discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 has been

reported previously in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on

February 29, 2024, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of

Operations.”

Overview

Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are

building the leading consumer-focused digital healthcare platform in the United States. Copays have continued to trend

upward in recent years and we believe as insurance providers continue to shift the cost burden more and more to

consumers, consumers are now more than ever searching for sustainable affordable healthcare solutions which, in turn,

strengthens our value proposition. We believe our financial results reflect the significant market demand for our offerings and

the value that we provide to the broader healthcare ecosystem.

We have seen rapid changes in the U.S. retail pharmacy landscape recently with Rite Aid's store closures in addition to

announcements of store closures and reduction of footprint from various other retail pharmacies, including Walgreens.

Future store closures and reduction of footprint from retail pharmacies are expected to have an immediate adverse impact

on our prescription volume and prescription transactions revenue. However, we believe this impact to be largely transient as

we expect prescription volume to migrate to other in-network pharmacies in the near term. As an extension of the changing

retail pharmacy landscape, we have seen and continue to expect heightened renegotiations between pharmacies and PBMs

as a result of the pharmacies' increased focus on rationalizing their spending, which in turn has had and may have an impact

on our prescription transactions revenue.

For the year ended December 31, 2024 as compared to the year ended December 31, 2023:

• Revenue increased 6% to $792.3 million from $750.3 million;
• Adjusted Revenue increased 4% to $792.3 million from $760.3 million;
• Net income and net income margin were $16.4 million and 2.1%, respectively, compared to net loss and net

loss margin of $8.9 million and 1.2%, respectively; and

• Adjusted EBITDA and Adjusted EBITDA Margin were $260.2 million and 32.8%, respectively, compared to

$217.4 million and 28.6%, respectively.

Revenue, net income (loss) and net income (loss) margin are financial measures prepared in conformity with

accounting principles generally accepted in the United States ("GAAP"). Adjusted Revenue, Adjusted EBITDA and Adjusted

EBITDA Margin are non-GAAP financial measures. For a reconciliation and presentation of Adjusted Revenue, Adjusted

EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measures, information about why we

consider Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks

and limitations of these measures, please see “Key Financial and Operating Metrics—Non-GAAP Financial Measures"

included within this Part II, Item 7 of this Annual Report on Form 10-K.

Seasonality

We typically experience stronger consumer demand during the first and fourth quarters of each year, which coincide

with generally higher consumer healthcare spending, doctor office visits, annual benefit enrollment season, and seasonal

cold and flu trends. For our integrated savings program, we may experience stronger traffic during the first half of each year

since more claims are likely to be routed through GoodRx while plan members are in the deductible phase of their health

plans. We may also experience stronger demand for our pharma manufacturer solutions offering during the fourth quarter of

each year, which coincides with pharma manufacturers' annual budgetary spending patterns. In addition, this seasonality

may impact revenue and sales and marketing expense. PBM-pharmacy issues, including changes in the retail landscape, as

well as macroeconomic events such as the COVID-19 pandemic may have masked some of these trends in recent periods

and may continue to impact these trends in the future.

Recent Development

On January 13, 2025, we acquired substantially all of the assets and assembled workforce of the prescription savings

business of Vivid Clear Rx, Inc. for $30.0 million in cash. See Note 19 in the notes to our audited consolidated financial

statements included elsewhere in this Annual Report on Form 10-K.

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Key Financial and Operating Metrics

We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA

Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of

Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our

marketing and engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with

consumers.

We exited the fourth quarter of 2024 with over 7 million prescription-related consumers that used GoodRx across our

prescription transactions and subscription offerings. Our prescription-related consumers represent the sum of Monthly Active

Consumers for the three months ended December 31, 2024 and subscribers to our subscription plans as of December 31,

Monthly Active Consumers

(in millions)

Subscription Plans

Subscription plans have been impacted by a sequential decline in our subscription plans for Kroger Savings as a result

of reduced marketing spend in relation to that offering, which sunset in July 2024.

(in thousands)

Non-GAAP Financial Measures

Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial

performance and are also used for internal planning and forecasting purposes. We believe Adjusted Revenue, Adjusted

EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist

in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition,

these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.

We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated

with restructuring related activities. We exclude these costs from revenue because we believe they are not indicative of past

or future underlying performance of the business.

We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and

amortization, and as further adjusted, as applicable, for acquisition related expenses, stock-based compensation expense,

payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss

on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business and other

income or expense, net. These excluded items are either non-cash charges or such that we believe do not represent our

underlying core operating performance and that their exclusion provides investors with a better understanding of the factors

and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted

Revenue.

Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are

presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to

financial information presented in accordance with GAAP. These measures have certain limitations in that they do not

include the impact of certain costs that are reflected in our consolidated statements of operations that are necessary to run

our business. Other companies, including other companies in our industry, may not use these measures or may calculate

these measures differently than as presented in this Annual Report on Form 10-K, limiting their usefulness as comparative

measures.

The following table presents a reconciliation of net income (loss) and revenue, the most directly comparable financial

measures calculated in accordance with GAAP, to Adjusted EBITDA and Adjusted Revenue, respectively, and presents net

income (loss) margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted

EBITDA Margin:

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(dollars in thousands)

(1) Financing related expenses include third party fees related to proposed financings.

(2) Acquisition related expenses principally include costs for actual or planned acquisitions including related third party

fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to

employees related to acquisitions and change in fair value of contingent consideration. From time to time,

acquisition related expenses may also include similar transaction related costs for business dispositions.

(3) Restructuring related expenses include costs for various workforce optimization and organizational changes to

better align with our strategic goals and future scale including employee severance and other personnel related

costs, contract termination costs, and losses from the disposal of certain technology and certain capitalized

software.

(4) Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters.

(5) Loss on operating lease assets include losses incurred relating to the abandonment or sublease of certain leased

office spaces.

Components of our Results of Operations

For a description of the components of our results of operations, see Note 2 to our audited consolidated financial

statements included elsewhere in this Annual Report on Form 10-K.

Our revenue is primarily derived from prescription transactions revenue that is generated when pharmacies fill

prescriptions for consumers, and from other revenue streams such as pharma manufacturer solutions, our subscription

offerings, and our telehealth services. We consider PBMs, pharmacies, pharma manufacturers and consumers of our

subscription and telehealth services, for which we have direct contractual agreements, to be our primary customers. We

expect pharma manufacturer solutions to continue to grow as a percentage of total revenue in the near to medium term as

we continue to scale and expand available services, capabilities and platforms of our pharma manufacturer solutions

offering. All of our revenue has been generated in the United States.

Prior to December 2023, we provided consumer incentives principally in the form of discounts to a limited number of

consumers on a limited number of prescription drugs for a limited time ("limited marketing promotions"). Consumer discounts

on prescription drugs with partner pharmacies as our customers were recognized as a reduction of prescription transactions

revenue. For consumer discounts on prescription drugs with PBMs as our customers, we evaluate whether such discounts

represent payments to a customer, which are recognized as a reduction of prescription transactions revenue if no distinct

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benefit is received, or whether the discounts relate to limited marketing promotions, which are recognized as sales and

marketing expenses. We consider various factors including whether the discounts are made available for a limited time on a

limited number of prescription drugs, consumer eligibility requirements, whether discounts are targeted towards consumer

transactions with specific partner pharmacies or PBMs, and whether there is involvement or reasonable expectations of our

customers with regards to the discounts. In December 2023, we implemented a change in some aspects of our consumer

incentives program whereby the incentives are no longer limited marketing promotions and we believe our customers can

now reasonably expect to benefit from these incentives. As a result, all consumer discounts subsequent to this change were

and are expected to continue to be recognized as a reduction of prescription transactions revenue.

Results of Operations

The following table sets forth our results of operations for the years ended December 31, 2024 and 2023:

(dollars in thousands)

Revenue

Prescription transactions revenue increased $26.8 million, or 5%, year-over-year, primarily as a result of a 7% increase

in the number of our average Monthly Active Consumers from organic growth, including expansion of our integrated savings

program, which integrates our discounts and pricing in a seamless experience over the pharmacy counter for eligible plan

members served by certain PBM partners.

Subscription revenue decreased $7.9 million, or 8%, year-over year, primarily driven by a decrease in the number of

subscription plans due to the sunset of Kroger Savings resulting in 684 thousand subscription plans as of December 31,

2024 compared to 884 thousand as of December 31, 2023. Kroger Savings contributed $9.0 million of subscription revenue

in 2023 and $1.1 million in 2024. Given the subscription fee is higher for Gold relative to Kroger Savings, the sunset of

Kroger Savings resulted in a higher year-over-year decline in subscription plans relative to subscription revenue.

Pharma manufacturer solutions revenue increased $22.2 million, or 26%, year-over year, driven by organic growth as

we continued to expand our market penetration with pharma manufacturers and other customers. The prior year included a

$10.0 million contract termination payment to a pharma manufacturer solutions client in connection with our restructuring

activities, which was recognized as a reduction of revenue. vitaCare Prescription Services, Inc., ("vitaCare"), a solution

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impacted by the restructuring, contributed ($2.2) million of net revenue in 2023 (which is net of the $10.0 million contract

termination payment described above) compared to nil in 2024. We expect pharma manufacturer solutions to continue to

grow as a percentage of total revenue in the near to medium term as we continue to scale and expand available services,

capabilities and platforms of our pharma manufacturer solutions offering.

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue is largely driven by the growth of our visitor, subscriber and active consumer base, as well as our

offering mix. Our cost of revenue as a percentage of revenue may vary based on the change in mix of our various offerings.

Cost of revenue decreased $18.7 million, or 28%, year-over-year, primarily driven by a $17.0 million decrease in

outsourced and in-house personnel and other costs related to consumer support and a $5.9 million decrease in allocated

overhead due to lower average headcount, principally as a result of the restructuring of our pharma manufacturer solutions

offering in 2023. The impact from these drivers was partially offset by a $3.8 million increase in processing fees due to

growth in our prescription transactions revenue.

Product development and technology

Product development and technology expenses are primarily driven by changes in headcount and investments to

support and develop our various products. We capitalize certain qualified costs related to the development of internal-use

software, which may cause product development and technology expenses to vary from period to period.

Product development and technology expenses decreased $12.1 million, or 9%, year-over-year, primarily driven by a

$9.4 million decrease in payroll and related costs largely due to higher capitalization of such costs related to the

development of internal-use software and a $8.0 million loss recognized in 2023 on the disposal of certain capitalized

software that were not yet ready for their intended use, principally as a result of the restructuring of our pharma

manufacturer solutions offering. The impact from these drivers was partially offset by a $4.3 million increase in third-party

services and contractors associated with product development and allocated overhead.

Sales and marketing

Sales and marketing expenses are primarily driven by investments to grow and retain our consumer base and may

fluctuate based on the timing of our investments in consumer acquisition and retention. We continuously evaluate the impact

of sales and marketing activities on our business and actively manage our sales and marketing spend, including investment

in consumer acquisition, which is largely variable, as market and business conditions change.

Sales and marketing expenses increased $25.8 million, or 8%, year-over-year primarily driven by a $21.8 million

increase in payroll and related costs, principally due to higher average headcount and higher stock-based compensation

expense, due to a reversal in 2023 of previously recognized stock-based compensation expense as certain performance

milestones were no longer probable of being met in addition to changes in our employee composition. The year-over-year

change was also driven by a $12.6 million increase in advertising expenses, $11.0 million increase in third-party marketing

expenses, and a $5.0 million increase in restructuring related costs. The impact from these drivers was partially offset by a

$27.1 million decrease in promotional expenses substantially in the form of consumer discounts. Beginning in December

2023, consumer discounts have been recognized as a reduction of revenue as a result of a change in some aspects of our

consumer incentives program as described above.

General and administrative

General and administrative expenses are primarily driven by changes in headcount and investments to support our

compliance and reporting obligations as a public company. General and administrative expenses may vary from period to

period based on the timing and extent of business mergers, acquisitions and dispositions, to support our organic growth, and

financing activities. Impairments and disposals of long-lived assets may also cause general and administrative expenses to

fluctuate period to period.

General and administrative expenses decreased $7.7 million, or 6%, year-over-year, primarily driven by a $16.1 million

decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020 and a $3.0 million

decrease in professional fees. The impact from these drivers was partially offset by a net $12.9 million increase in an

estimated loss with respect to ongoing class action litigations.

Depreciation and amortization

Our depreciation and amortization changes are primarily based on changes in our property and equipment, intangible

assets, and capitalized software balances and estimates of useful lives.

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Depreciation and amortization expenses decreased $38.1 million, or 35%, year-over-year, primarily driven by $46.7

million of amortization recognized in 2023 related to certain intangible assets, which had been accelerated in connection

with the restructuring of our pharma manufacturer solutions offering. The impact from this driver was partially offset by higher

amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction

of new products and features.

Other Expense

We recognized other expense of $2.7 million in 2024 related to third-party transaction costs as a result of our debt

refinance in July 2024. For additional information, see Note 12 in the notes to our audited consolidated financial statement

appearing elsewhere in this Annual Report on Form 10-K. We recognized other expense of $4.0 million in 2023 related to an

impairment loss on one of our minority equity interest investments.

Loss on Extinguishment of Debt

We recognized a loss on extinguishment of debt of $2.1 million in 2024 related to the write-off of a portion of existing

unamortized debt issuance costs and discounts as a result of our debt refinance in July 2024. For additional information, see

Note 12 in the notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-

K.

Interest Income

Interest income decreased by $8.9 million, or 28%, year-over-year, primarily due to lower average balance of cash

equivalents held in U.S. treasury securities money market funds.

Interest Expense

Interest expense decreased by $3.8 million, or 7%, year-over-year, primarily due to lower average debt balances,

partially offset by higher interest rates.

Income Taxes

In 2024, we had an income tax expense of $15.1 million compared to an income tax benefit of $46.7 million in 2023 and

an effective income tax rate of 47.9% and 84.0%, respectively. The year-over-year change in our income taxes was primarily

due to the tax benefit recognized in 2023 from the release of our valuation allowance against our beginning of the year net

deferred tax assets in excess of tax amortizable goodwill. This was partially offset by a decrease in excess tax effects from

equity awards, tax effects from nondeductible officers' compensation and an increase in U.S. federal research and

development tax credits. For information regarding our valuation allowance analysis, see Part II, Item 7, "Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—

Income Taxes—Valuation of Deferred Tax Assets" and Note 11 in the notes to our audited consolidated financial statements

included elsewhere in this Annual Report on Form 10-K.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity

issuances, and borrowings under our long-term debt arrangements. Our principal sources of liquidity are our cash and cash

equivalents and borrowings available under our $100.0 million secured revolving credit facility, of which $12.0 million will

mature on July 11, 2025 and $88.0 million on April 10, 2029. As of December 31, 2024, we had cash and cash equivalents

of $448.3 million and $91.7 million available under our revolving credit facility. For additional information regarding our

revolving credit facility and our term loan, see Note 12 to our audited consolidated financial statements included elsewhere

in this Annual Report on Form 10-K.

Our primary short-term and long-term requirements for liquidity and capital are to finance working capital including our

noncancelable operating lease obligations, interest and principal payments related to our outstanding debt arrangements,

share repurchases, capital expenditures, general corporate purposes, and business acquisitions and investments we may

make from time to time.

Based on our current conditions, we believe that our net cash provided by operating activities and cash on hand will be

adequate to meet our operating, investing and financing needs for at least the next twelve months from the date of the

issuance of our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K. Our future

capital requirements will depend on many factors, including the growth of our business, the timing and extent of investments,

sales and marketing activities, and many other factors as described in Part I, Item 1A, “Risk Factors.” For additional

information regarding our cash requirements from noncancelable operating lease obligations, terms and commitments under

our debt arrangements including our term loan and revolving credit facility, and other commitments and contingencies, see

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Note 10, Note 12 and Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on

Form 10-K, respectively.

If necessary, we may borrow funds under our revolving credit facility to finance our liquidity requirements, subject to

customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we

continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional

indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing

may not be available on favorable terms, or at all. In particular, the current economic uncertainty, including rising inflation

and socio-political events, has resulted in, and may continue to result in, significant disruption of global financial markets,

including rising interest rates, reducing our ability to access capital. If we are unable to raise additional funds when or on the

terms desired, our business, financial condition and results of operations could be adversely affected.

Holding Company Status

GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result,

GoodRx Holdings, Inc. is largely dependent upon cash distributions and other transfers from its subsidiaries to meet its

obligations and to make future dividend payments, if any. Our existing debt arrangements contain covenants restricting

payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met. These covenants

provide for certain exceptions for specific types of payments. Based on these restrictions, all of the net assets of GoodRx,

Inc. were restricted pursuant to the terms of our debt arrangements as of December 31, 2024. Since the restricted net

assets of GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X,

refer to Note 18 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for

condensed parent company financial information of GoodRx Holdings, Inc.

Cash Flows

(in thousands)

Net cash provided by operating activities

Net cash provided by operating activities consists of net income (loss) adjusted for certain non-cash items and changes

in assets and liabilities. The $45.6 million year-over-year increase in net cash provided by operations was due to an increase

in earnings after adjusting for non-cash adjustments and a decrease of $24.0 million in cash outflow from changes in

operating assets and liabilities. The changes in operating assets and liabilities were primarily driven by the timing of income

tax payments and refunds, as well as by the timing of payments of accounts payable and collections of accounts receivable.

Net cash used in investing activities

Net cash used in investing activities primarily consists of cash used for software development costs and capital

expenditures, and may also include cash used for acquisitions and investments that we may make from time to time. The

$14.6 million increase in net cash used in investing activities was primarily driven by a $14.4 million increase in capitalization

of certain qualified costs related to the development of internal-use software.

Net cash used in financing activities

Net cash used in financing activities primarily consists of payments related to our debt arrangements, repurchases of

our Class A common stock, and net share settlement of equity awards, partially offset by debt borrowings, and proceeds

from exercise of stock options as well as our employee stock purchase plan. The $170.1 million year-over-year increase in

net cash used in financing activities was primarily driven by an increase of $161.7 million of net repayments on our term loan

as a result of our debt refinance in July 2024 and a $54.9 million increase in payments for repurchases of our Class A

common stock. The impact from these drivers was partially offset by a $35.7 million decrease in employee taxes paid related

to net share settlement of equity awards and a $13.1 million increase in proceeds from exercise of stock options.

Recent Accounting Pronouncements

See Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for

further information on certain accounting standards adopted in 2024 and recent accounting announcements that have not

yet been required to be implemented and may be applicable to our future operations.

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Critical Accounting Policies and Estimates

Our audited consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on

Form 10-K are prepared in accordance with GAAP. The preparation of consolidated financial statements also requires us to

make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and

related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be

reasonable under the circumstances. Actual results could differ significantly from our estimates. An accounting policy is

deemed critical if it is both important to the portrayal of our financial condition and results and requires us to make difficult,

subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are

inherently uncertain. An accounting estimate is deemed critical where the nature of the estimate is material due to the levels

of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to

change, and the impact of the estimate on our financial condition or operating performance is material. We believe that the

accounting policies described below involve a significant degree of judgment and complexity. Accordingly, we believe these

are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of

operations. For further information of the below critical accounting policies and estimates and our other significant

accounting policies, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on

Form 10-K.

Revenue Recognition

Revenue recognition represents an important accounting policy to the understanding of our financial condition and

results of operations. Our revenue recognition does not involve any critical accounting estimates. For information regarding

our revenue recognition accounting policy, see Note 2 to our audited consolidated financial statements included elsewhere

in this Annual Report on Form 10-K.

Business Combinations

We recognize tangible and intangible assets acquired and liabilities assumed in a business combination at fair value at

the acquisition date in accordance with Accounting Standards Codification 805, Business Combinations. Any excess

consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Contingent

consideration arising from a business combination, if any, is included as part of purchase consideration and recognized at

fair value as of the acquisition date. Contingent consideration arrangements are remeasured to fair value at each reporting

period subsequent to the acquisition date until the contingency is resolved.

The valuations of intangible assets and contingent consideration use different valuation methods depending on the

asset acquired and underlying nature of the contingency and may include significant estimates and judgments.

During 2022, we acquired vitaCare Prescription Services, Inc. ("vitaCare") and our critical accounting estimates at the

date of acquisition related to assumptions used in the valuation of developed technology and customer relationships

intangible assets and the contingent consideration receivable.

The fair values of the developed technology and customer relationships were estimated using a discounted cash flow

method and the fair value of the contingent consideration receivable at the acquisition date was based on the present value

of the expected future annual minimum guaranteed payments in excess of the estimated fair value of the pharmacy services

expected to be provided to the seller.

These methods included various assumptions and estimates including revenue and margin forecasts, our ability to

renew contracts in a competitive bidding process and the necessary resources and investments to support these contracts,

the seller's ability to continue to order such services given the seller's liquidity position, and discount rates. The discount

rates reflected the perceived risk of each forecast, which required significant judgment. A change in the estimated risk of the

cash flows would have changed the discount rates applied, which in turn could have significantly affected the valuation of

our acquired developed technology, customer relationships intangible assets, and the contingent consideration receivable.

The contingency associated with the vitaCare contingent consideration receivable was resolved during 2022 which

reduced its fair value to nil.

There were no business acquisitions during 2023 or 2024.

Income Taxes—Valuation of Deferred Tax Assets

Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years.

Such assets arise because of temporary differences between the financial reporting and tax basis of assets and liabilities, as

well as from net operating losses and tax credits. We evaluate the recoverability of deferred tax assets by assessing all

available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation

allowance for deferred tax assets is needed. A valuation allowance is established if it is more likely than not that all or a

portion of deferred tax assets will not be realized. The determination of whether a valuation allowance should be

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established, as well as the amount of such allowance, requires significant judgment and estimates, including estimates of

future earnings. Accordingly, the valuation of our net deferred tax assets is a critical accounting estimate.

In evaluating the realizability of our net deferred tax assets, we perform an assessment each reporting period of both

positive and negative evidence. As of December 31, 2022, we maintained a full valuation allowance against our net deferred

tax assets in excess of amortizable goodwill as the objectively verifiable negative evidence outweighed the positive

evidence. We determined it was more likely than not that our deferred tax assets would not be realized. In 2023, our

determination changed, as the objectively verifiable positive evidence outweighed the negative evidence. Positive evidence

reviewed included sustained tax profitability (pre-tax earnings or losses adjusted for permanent book to tax differences),

which was objective and verifiable, and anticipated future earnings. The sustained trend of tax profitability realized began in

2022 and has continued through the end of 2023. Additional positive evidence reviewed included (i) stock options granted

that will expire 10 years from the date of grant if unexercised; and (ii) an indefinite carryforward period for certain deferred

tax assets. Although we still have a significant number of outstanding stock options granted prior to our IPO available to be

exercised in future tax periods, which may generate incremental excess tax benefits if they are exercised, the degree of

excess tax benefits that will be realized in the future will depend on many factors outside of our control, including the closing

prices of our Class A common stock in the future and stock option exercises being initiated by employees. Further, we have

granted additional equity awards to our employees since our IPO at various closing prices of our Class A common stock

which when vested or exercised, could offset, partially offset or supplement the incremental excess tax benefits to be

realized from the exercise of stock options granted prior to our IPO in future tax periods. The positive evidence described

above continued to hold through the end of 2024.

We apply judgment to consider the relative impact of negative and positive evidence and the weight given to negative

and positive evidence is commensurate with the extent to which such evidence can be objectively verified. Based on our

evaluation of all available positive and negative evidence, and by placing greater weight on the sustained tax profitability

achieved since 2022, which was objectively verifiable, and anticipated future earnings, we believed that a valuation

allowance against the majority of our net deferred tax assets was no longer required and released $54.6 million of our

valuation allowance as an income tax benefit during 2023. As of December 31, 2024 and 2023, we continued to believe that

our net deferred taxes with the exception of certain standalone tax filings' net deferred tax assets would be realized. Our

judgment regarding the need for a valuation allowance may reasonably change in future reporting periods due to many

factors, including changes in the level of tax profitability that we achieve, changes in tax laws or regulations, and price

fluctuations of our Class A common stock and its related future tax effects from our outstanding equity awards.

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We only have operations within the United States and therefore do not have any foreign currency exposure. We are

exposed to market risks in the ordinary course of our business, including the effects of interest rate changes.

Interest Rate Risk

Our exposures to market risk for changes in interest rates relate primarily to our debt arrangements which bears floating

interest rates and a rising interest rate environment will increase the amount of interest paid on these loans. A hypothetical

100 basis point increase in interest rates would have increased our interest expense by $5.3 million for the year ended

December 31, 2024.

Impact of Inflation

We do not believe that inflation has had a material effect on our business, results of operations or financial condition.

Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such

higher costs. Our inability or failure to do so could harm our business, financial condition and results of operations.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and

procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource

constraints and that management is required to apply judgment in evaluating the benefits of possible controls and

procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of

the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal

executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and

procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we

file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in

SEC rules and forms, and that such information is accumulated and communicated to our management, including our

principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required

disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as

defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial

statements for external purposes in accordance with GAAP.

Under the supervision and with the participation of our management, including our principal executive officer and

principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of

December 31, 2024 based on the framework set forth in Internal Control – Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework set forth in Internal Control – Integrated Framework (2013), our

management concluded that our internal control over financial reporting was effective as of December 31, 2024.

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The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by

PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Part IV,