GoodRx Holdings, Inc.: Form 10-Q for the period ended Jun 30, 2026

You should read the following discussion and analysis of our financial condition and results of operations together with

our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report

on Form 10-Q, as well as Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” and Part II, Item 8, “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-

K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission ("SEC") on February 26,

2026 (“2025 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 in the "Risk Factors" sections of our 2025 10-K and this

Quarterly Report on Form 10-Q and other factors set forth in other parts of this Quarterly Report on Form 10-Q and our

filings with the SEC.

Glossary of Selected Terminology

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:

• “we,” “us,” “our,” “GoodRx,” and similar references refer to GoodRx Holdings, Inc. and its consolidated

subsidiaries.

• “consumers” refer to the general population in the United States that uses or otherwise purchases healthcare

products and services. References to “our consumers” or “GoodRx consumers” refer to consumers that

have used one or more of our offerings.

• “discounted price” refers to a price for a prescription provided on our platform that represents a negotiated

rate provided by one of our PBM partners at a retail pharmacy or under a direct contract with one of our

partner pharmacies. Through our platform, our discounted prices are free to access for consumers by saving a

GoodRx code to their mobile device for their selected prescription and presenting it at the chosen pharmacy.

The term “discounted price” excludes prices we may otherwise source, such as prices from patient assistance

programs for low-income individuals and Medicare prices, and any negotiated rates offered through our

subscription offerings.

• “GoodRx code” refers to codes that can be accessed by our consumers through our apps or websites or that

can be provided to our consumers directly by healthcare professionals, including physicians and pharmacists,

that allow our consumers free access to our discounted prices or a lower list price for their prescriptions when

such code is presented at their chosen pharmacy.

• “Monthly Active Consumers” refers to the number of unique consumers who have used a GoodRx code to

purchase a prescription medication in a given calendar month and have saved money compared to the list

price of the medication. A unique consumer who uses a GoodRx code more than once in a calendar month to

purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique

consumer who uses a GoodRx code in two or three calendar months within a quarter will be counted as a

Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our

subscription offerings, consumers of our GoodRx Pharma Direct ("Pharma Direct") offering, or consumers who

used our telehealth offering. When presented for a period longer than a month, Monthly Active Consumers is

averaged over the number of calendar months in such period. For example, a unique consumer who uses a

GoodRx code twice in January, but who did not use our prescription transactions offering again in February or

March, is counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly

Active Consumers for such quarter (average of 1, 0 and 0). A unique consumer who uses a GoodRx code in

January and in March, but did not use our prescription transactions offering in February, would be counted as 1

in January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such

quarter. Monthly Active Consumers from acquired companies are included beginning from the acquisition date.

• "partner pharmacies" refers to select licensed pharmacies with whom we have direct contractual agreements.
• “PBM” refers to a pharmacy benefit manager. PBMs aggregate demand to negotiate prescription medication

prices with pharmacies and pharma manufacturers. PBMs find 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.

• “pharma” is an abbreviation for pharmaceutical.
• “savings,” “saved” and similar references refer to the difference between the list price for a particular

prescription at a particular pharmacy and the price paid by the GoodRx consumer for that prescription utilizing

a GoodRx code available through our platform at that same pharmacy. In certain circumstances, we may show

a list price on our platform when such list price is lower than the negotiated price available using a GoodRx

code and, in certain circumstances, a consumer may use a GoodRx code and pay the list price at a pharmacy

if such list price is lower than the negotiated price available using a GoodRx code. We do not earn revenue

from such transactions, but our savings calculation includes an estimate of the savings achieved by the

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consumer because our platform has directed the consumer to the pharmacy with the low list price. This

estimate of savings when the consumer pays the list price is based on internal data and is calculated as the

difference between the average list price across all pharmacies where GoodRx consumers paid the list price

and the average list price paid by consumers in the pharmacies to which we directed them. We do not

calculate savings based on insurance prices as we do not have information about a consumer’s specific

coverage or price. We do not believe savings are representative or indicative of our revenue or results of

operations.

• “subscribers” and similar references refer to our consumers that are subscribed to our subscription offerings,

GoodRx Gold (“Gold”), condition-specific subscription programs which first launched in June 2025,

RxSmartSaver+ powered by GoodRx ("RxSmartSaver+") which launched in July 2025, and GoodRx

Companion which launched its monthly and annual plans in May and July 2026, respectively. References to

subscription plans as of a particular date represent an active subscription to any one of our aforementioned

subscription offerings as of the specified date. For Gold and RxSmartSaver+, each subscription plan may

represent more than one subscriber since family subscription plans may include multiple members.

Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been

subject to rounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases

been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason,

percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same

calculations using the figures in our condensed consolidated financial statements included elsewhere in this Quarterly

Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to

rounding.

Overview

Our mission is to help Americans save time and money when filling their medications. To achieve this, we are building

the leading consumer-focused digital healthcare platform in the United States. For instance, in the first quarter of 2026, we

announced the launch of Employer Direct, a new platform designed to help employers address gaps in traditional insurance

coverage by pairing their existing benefits with integrated cash pricing in order to expand affordability and access for their

employees. We also continued to grow our consumer direct pricing and announced a collaboration with a pharmaceutical

manufacturer to offer eligible patients nationwide access to certain medications, including Lipitor®, Celebrex®, Viagra®, and

Norvasc®, at a significantly lower cash price through our platform. Additionally, we launched GoodRx Companion in the

second quarter of 2026, a new subscription offering that provides consumers access to free and low-cost generic

medications, affordable online care visits, and savings on routine healthcare services.

With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our

business. Widening coverage gaps, elevated out-of-pocket costs, and a growing uninsured population are increasing

demand for pricing transparency and affordability solutions. As a result, cost is becoming a more significant factor earlier in

the patient journey, with consumers and providers actively evaluating cost before prescribing and filling, pharma

manufacturers expanding direct-to-consumer strategies, employers seeking solutions for high-cost therapies, and

pharmacies adapting to more transparent, digitally enabled fulfillment models. As these dynamics evolve, how affordability is

presented and experienced by consumers is becoming increasingly important, shaping not just awareness, but whether

patients ultimately move forward with treatments. Separately, as previously described in Part II, Item 7, “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 10-K, certain major drug

producers and manufacturers have negotiated or are in negotiations with the current Presidential administration to receive

relief from the potential imposition of a 100% tariff on any branded or patented pharmaceutical product produced outside of

the United States. As a result of these negotiations, certain manufacturers have announced their participation in a new

government-sponsored direct-to-consumer platform called “TrumpRx.gov” ("TrumpRx"), which was launched in February

2026 and is designed to offer consumers discounts on their products and some specialty brands. GoodRx is a key

integration partner for pharma manufacturers offering discounted cash prices on TrumpRx at launch. We are observing early

utilization of the platform, with initial demand concentrated in GLP-1 therapies. Based on preliminary data, this utilization

appears to be incremental, expanding access to new patients rather than displacing existing demand, and has not had a

material impact on our business to date. In May 2026, an expansion of TrumpRx was announced to include more than 600

generic medications and additional price-comparison and pharmacy fulfillment tools, with integrated discount offerings from

GoodRx and other direct-to-consumer pharmacy platforms. The potential impact of TrumpRx on our business, offerings, or

results of operations remains uncertain and could be material. With the introduction of these federal initiatives, including the

renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward greater transparency and direct-to-

consumer access. For us, this evolution is both an opportunity and a clear validation of our mission.

Conversely, we have seen rapid changes in the U.S. retail pharmacy landscape with announcements of store closures

and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens. In early May 2025, Rite Aid

announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process. Consequently,

we saw several PBMs remove Rite Aid from their networks, causing immediate cessation in the associated claims volume,

as well as rapid store closures, which altogether adversely impacted our ability to recapture these claims in the near term.

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

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between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the pharmacies'

increased focus on rationalizing their spending. Furthermore, in the second quarter of 2025, we saw a material volume

reduction in one of our integrated savings programs, which integrate our competitive discounts and pricing in a seamless

experience at the pharmacy counter for eligible plan members served by certain PBM partners. Integrated savings programs

are operated through PBMs who decide how to implement and manage these programs. These external factors have

adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers, all of which we

expect will continue in the near term and are reflected in our year-over-year comparative results below.

While our prescription transactions offering remains foundational to our business, we are increasingly directing

investment toward Pharma Direct and subscription offerings, which are becoming larger contributors to our growth. Within

Pharma Direct, we are expanding manufacturer-sponsored affordability programs and creating additional ways for

manufacturers to reach and engage consumers through the GoodRx platform. Within subscriptions, we are broadening our

offerings and making them a more integrated part of the consumer experience to deliver value beyond an individual

prescription and deepen our relationships with consumers. As these offerings continue to scale, we expect near-term

pressure on our Monthly Active Consumers, prescription transactions revenue and unit economics during 2026. However,

we believe this evolution will deliver greater value to consumers, deepen engagement, improve retention and position us for

more durable, sustainable long-term growth.

For the three months ended June 30, 2026 as compared to the same period of 2025:

• Revenue decreased to $200.4 million from $203.1 million;
• Net income and net income margin were $8.5 million and 4.3%, respectively, compared to $12.8 million and

6.3%, respectively; and

• Adjusted EBITDA and Adjusted EBITDA Margin were $63.7 million and 31.8%, respectively, compared to $69.4

million and 34.2%, respectively.

For the six months ended June 30, 2026 as compared to the same period of 2025:

• Revenue decreased to $394.4 million from $406.0 million;
• Net income and net income margin were $9.7 million and 2.5%, respectively, compared to $23.9 million and

5.9%, respectively; and

• Adjusted EBITDA and Adjusted EBITDA Margin were $122.0 million and 30.9%, respectively, compared to

$139.2 million and 34.3%, respectively.

Revenue, net income and net income margin are financial measures prepared in conformity with accounting principles

generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial

measures. For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly

comparable GAAP financial measures, information about why we consider 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" below.

Key Financial and Operating Metrics

We use Monthly Active Consumers, subscription plans, 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. As our

business continues to evolve, we are reassessing the Monthly Active Consumers metric as a primary indicator of

performance to ensure it aligns with how we measure growth and profitability.

Monthly Active Consumers

The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers beginning in

the second quarter of 2025.

(in millions)

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Subscription Plans

(in thousands)

Non-GAAP Financial Measures

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 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 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 they 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 is a non-GAAP financial measure defined 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. For the three and six months ended June

30, 2026 and 2025, revenue equaled 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 condensed 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 Quarterly Report on Form 10-Q, limiting their usefulness as comparative measures.

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The following table presents a reconciliation of net income, the most directly comparable financial measure calculated in

accordance with GAAP, to Adjusted EBITDA, and presents net income margin, the most directly comparable financial

measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:

(dollars in thousands)

(1) 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 or performance

bonuses to employees related to acquisitions. From time to time, acquisition related expenses may also include

similar transaction related costs for business dispositions.

(2) 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, and as applicable, contract termination costs, and losses from the disposal of certain technology and

capitalized software.

(3) Legal settlement expenses consist of periodic settlement costs for significant or unusual litigation matters.

(4) Loss on operating lease asset represents losses incurred from time to time relating to the impairment or

abandonment of leased office space.

Components of our Results of Operations

For a description of the components of our results of operations, refer to Note 2 to our audited consolidated financial

statements included in our 2025 10-K. In addition, for a description of primary drivers that may cause our revenue, costs and

operating expenses to fluctuate from period to period, including seasonality, refer to Part II, Item 7, “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 10-K.

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Results of Operations

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following table sets forth our results of operations for the three months ended June 30, 2026 and 2025:

(dollars in thousands)

Revenue

All of our revenue has been generated in the United States.

Prescription transactions revenue decreased $36.7 million, or 26%, year-over-year, primarily driven by a decrease in the

number of our Monthly Active Consumers due to the broader changes in the retail pharmacy landscape including store

closures and volume reduction in one of our integrated savings programs as discussed above, as well as the deliberate shift

of product and marketing investment toward our new subscription offerings. The year-over-year decrease was also due to

lower unit economics which we expect to continue in the near-term as we made deliberate decisions to favor long-term

durability and certainty. The impact from these factors was partially offset by revenue contribution from a prescription

delivery technology business we acquired in October 2025, which provided a 3% year-over-year increase in prescription

transactions revenue.

Subscription revenue increased $8.1 million, or 39%, year-over-year, primarily driven by the expansion and growth of

our condition-specific subscription programs, in particular weight loss, as well as a resulting increase in the number of

subscription plans with 764 thousand subscription plans as of June 30, 2026 compared to 668 thousand as of June 30,

Pharma Direct revenue increased $26.6 million, or 76%, year-over-year, driven by organic growth as we continued to

expand our market penetration with pharma manufacturers and other customers, in particular our GLP-1 access programs,

which are part of our consumer direct pricing.

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Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue increased $7.6 million, or 57%, year-over-year, primarily driven by a $3.8 million increase in costs

related to our condition-specific subscription programs, a $3.8 million increase in prescription delivery costs as a result of a

prescription delivery technology business we acquired in October 2025 and a $3.0 million increase in fulfillment costs for

certain solutions provided to customers under our Pharma Direct offering. The impact of these drivers was partially offset by

a $1.8 million decrease in processing fees. We expect cost of revenue to continue to increase on a year-over-year basis in

the near term as we continue to scale and expand our offerings, particularly our Pharma Direct and subscription offerings.

Product development and technology

Product development and technology expenses decreased $3.2 million, or 11%, year-over-year, primarily driven by a

decrease in personnel related costs due to lower average headcount.

Sales and marketing

Sales and marketing expenses decreased $2.9 million, or 3%, year-over-year, primarily driven by a decrease in

advertising expenses.

General and administrative

General and administrative expenses decreased $3.6 million, or 13%, year-over-year, primarily driven by credit losses

recognized in 2025 on accounts receivables associated with Rite Aid's bankruptcy.

Depreciation and amortization

Depreciation and amortization expenses increased $2.5 million, or 13%, year-over-year, primarily driven by higher

amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction

of new products and features.

Interest Income

Interest income decreased $1.8 million, or 64%, year-over-year, primarily due to lower average balance of cash

equivalents held in U.S. treasury securities money market funds and lower interest rates.

Interest Expense

Interest expense decreased $0.9 million, or 9%, year-over-year primarily due to lower average debt balances and lower

interest rates.

Income Taxes

For the three months ended June 30, 2026 and 2025, we had income tax expense of $6.9 million and $6.7 million,

respectively, and an effective income tax rate of 44.8% and 34.4%, respectively. While income tax expense remained

relatively flat year-over-year, the increase in effective income tax rate was primarily driven by an increase in the estimated

annual effective income tax rate and tax effects from our equity awards, partially offset by a decrease in income before

income taxes.

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Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table sets forth our results of operations for the six months ended June 30, 2026 and 2025:

(dollars in thousands)

Revenue

The year-over-year changes in prescription transactions revenue, subscription revenue, and Pharma Direct revenue

were driven by the same factors described above for the three months ended June 30, 2026 compared to the same period

of 2025.

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue increased $14.4 million, or 54%, year-over-year, primarily driven by a $7.3 million increase in

prescription delivery costs as a result of a prescription delivery technology business we acquired in October 2025, a $6.3

million increase in costs related to our condition-specific subscription programs, and a $6.0 million increase in fulfillment

costs for certain solutions provided to customers under our Pharma Direct offering. The impact of these drivers was partially

offset by a $3.2 million decrease in processing fees. We expect cost of revenue to continue to increase on a year-over-year

basis in the near term as we continue to scale and expand our offerings, particularly our Pharma Direct and subscription

offerings.

Remaining Costs and Operating Expenses, Interest Income, Interest Expense and Income Taxes

The year-over-year changes in product development and technology, sales and marketing, depreciation and

amortization expenses, interest income, interest expense and income taxes were primarily driven by the same factors

described above for the three months ended June 30, 2026 compared to the same period of 2025. In addition, the year-

over-year decrease in general and administrative expenses was further driven by a $4.4 million impairment loss related to a

leased office space recognized in 2025.

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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. As of June 30, 2026, our principal sources of liquidity

are our cash and cash equivalents and borrowings available under our $88.0 million secured revolving credit facility that

matures on April 10, 2029. As of June 30, 2026, we had cash and cash equivalents of $296.1 million and $80.4 million

available under our revolving credit facility.

As of June 30, 2026, there were no material changes to our primary short-term and long-term requirements for liquidity

and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's Discussion and Analysis of

Financial Condition and Results of Operations" of our 2025 10-K.

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 the accompanying unaudited condensed consolidated financial statements. 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" of our 2025 10-K.

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,

new or increased tariffs and socio-political events, has resulted in, and may continue to result in, significant disruption of

global financial markets, including rising interest rates, which could reduce our ability to access capital. If we are unable to

raise additional funds when needed 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 June 30, 2026. Since the restricted net assets of

GoodRx, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, see Note

18 to our consolidated financial statements included in our 2025 10-K for the condensed parent company financial

information of GoodRx Holdings, Inc.

Cash Flows

(in thousands)

Net cash provided by operating activities

The $33.7 million year-over-year increase in net cash provided by operations was driven by a $46.0 million decrease in

cash outflow from changes in operating assets and liabilities, partially offset by a $12.4 million decrease in net income after

adjusting for non-cash adjustments. Changes in operating assets and liabilities were principally driven by the timing of

collections of prescription reimbursement assets and accounts receivable, as well as payments of prescription

reimbursement liabilities, accrued expenses, and accounts payable.

Net cash used in investing activities

The $34.1 million year-over-year decrease in net cash used in investing activities was primarily driven by cash paid for

VCRx, a business we acquired in January 2025.

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Net cash used in financing activities

The $133.5 million year-over-year decrease in net cash used in financing activities was almost entirely driven by a

decrease in payments for repurchases of our Class A common stock.

Recent Accounting Pronouncements

Refer to Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on

Form 10-Q.

Critical Accounting Policies and Estimates

During the three months ended June 30, 2026, there have been no significant changes to our critical accounting policies

and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” of our 2025 10-K.

There have been no material changes in our market risk from the disclosure included in Part II, Item 7A, “Quantitative

and Qualitative Disclosures About Market Risk” of our 2025 10-K.

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 Quarterly Report on Form 10-Q, 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 June 30, 2026, 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.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) during the three months ended June 30, 2026 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

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There have been no material changes to the risk factors previously disclosed in our 2025 10-K. For a discussion of

potential risks and uncertainties related to us, see the information included in Part I, Item 1A, "Risk Factors" of our 2025 10-

K.