Business Context and Reporting Period
This Form 8-K Current Report from GoodRx Holdings, Inc. (GDRX) covers the date of October 31, 2025. The filing addresses Item 5.02 regarding the departure of certain officers and compensatory arrangements.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation details.
- Annual Cash Retainer (Board Service): $30,000 (pro-rated for 2025).
- Annual Cash Retainer (Committee Service): $10,000 (pro-rated for 2025).
- Annual Cash Retainer (Co-Chair): $75,000 (pro-rated for 2025).
- Annual RSU Award (Standard): $230,000 value (contingent on service at annual meeting).
- One-Time Transition RSU Award: $420,000 value (vesting 1/3 annually over three years).
- Additional Transition RSU Award: $134,219 value (vesting June 3, 2026 or 2026 Annual Meeting).
Material Changes
On October 31, 2025, Trevor Bezdek, Co-Chairman of the Board, mutually agreed to end his employment and executive officer service effective November 1, 2025. He will continue to serve as a non-employee Co-Chairman of the Board. This transition triggered specific one-time equity awards and a shift to the standard non-employee director compensation program.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or general risk factors. The primary contingency noted is that the transition RSU awards are subject to Mr. Bezdek's continued service through the applicable vesting dates.
Investor Verification Checklist
- Verify the exact number of RSUs granted by dividing the award values ($420,000 and $134,219) by the 30-day average closing price of GDRX stock preceding November 2, 2025.
- Confirm the pro-rated cash retainer amounts for the remainder of the 2025 fiscal year.
- Review the vesting schedule for the $420,000 award to ensure it aligns with the three-year anniversary terms.
- Check subsequent filings for any changes to the Board composition or Scott Wagner's compensation as Co-Chair.