GoodRx (GDRX) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on February 27, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

GoodRx Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-5104396
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2701 Olympic Boulevard

Santa Monica, CA 90404

(855) 268-2822

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

GoodRx Holdings, Inc. 2020 Incentive Award Plan

GoodRx Holdings, Inc. 2020 Employee Stock Purchase Plan

(Full title of the plans)

Christopher McGinnis

Chief Financial Officer

2701 Olympic Boulevard

Santa Monica, CA 90404

(855) 268-2822

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc D. Jaffe

Benjamin J. Cohen

Jenna Cooper

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

(212) 906-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the

“Commission”) for the purpose of registering an additional 33,852,798 shares of Class A common stock, par value $0.0001 per

share (the “Class A Common Stock”), of GoodRx Holdings, Inc. (the “Registrant”), issuable under the following employee

benefit plans for which registration statements of the Registrant on Form S-8 (File No. 333-249069), Form S-8 (File No.

333-254184), Form S-8 (File No. 333-263118), Form S-8 (File No. 333-270149) and Form S-8 (File No. 333-277511) are

effective: (i) the GoodRx Holdings, Inc. 2020 Incentive Award Plan (the “2020 Plan”) and (ii) the GoodRx Holdings, Inc. 2020

Employee Stock Purchase Plan (the “2020 ESPP”).

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are

incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently

filed document, which is incorporated by reference herein or therein.

Item 8. EXHIBITS.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Filing Date	Exhibit	Filed Herewith
4.1	Amended and Restated Certificate of Incorporation	8-K	001-39549	9-28-2020	3.1
4.2	Amended and Restated Bylaws	8-K	001-39549	9-28-2020	3.2
4.3	Form of Certificate of Class A Common Stock	S-1/A	333-248465	8-28-2020	4.1
5.1	Opinion of Latham & Watkins LLP					X
23.1	Consent of PricewaterhouseCoopers LLP					X
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1)					X
24.1	Power of Attorney					X
99.1	GoodRx Holdings, Inc. 2020 Incentive Award Plan	S-8	333-249069	9-25-2020	99.2
99.1.1	Form of Option Agreement pursuant to 2020 Incentive Award Plan	S-1/A	333-248465	9-14-2020	10.3.1
99.1.2	Form of Restricted Stock Unit Agreement pursuant to 2020 Incentive Award Plan	S-1/A	333-248465	9-14-2020	10.3.2
99.1.5	First Amendment to GoodRx Holdings, Inc. 2020 Incentive Award Plan	10-Q	001-39549	5-13-2021	10.1
99.1.6	Form of Director Deferred Cash Fees RSU Agreement	10-K	001-39549	2-29-2024	10.18.1
99.1.7	Form of Director Deferred RSU Agreement	10-K	001-39549	2-29-2024	10.18.2
99.2	GoodRx Holdings, Inc. 2020 Employee Stock Purchase Plan	S-1/A	333-248465	9-14-2020	10.4
107.1	Filing Fee Table					X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to

believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on

its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on this 27th day of

February, 2025.

	GOODRX HOLDINGS, INC.
By:	/s/ Christopher McGinnis
	Christopher McGinnis Chief Financial Officer & Treasurer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of GoodRx Holdings, Inc., hereby severally constitute and appoint Wendy Barnes and

Christopher McGinnis, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-

fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and

stead, and in any and all capacities, to sign this registration statement and any and all amendments (including post-effective

amendments) to this registration statement and all documents relating thereto, and to file the same, with all exhibits thereto, and

other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and

agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be

done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and

confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do

or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the

following persons in the capacities held on the dates indicated.

Signature	Title	Date
/s/ Wendy Barnes	Chief Executive Officer, President & Director	February 27, 2025
Wendy Barnes	(Principal Executive Officer)
/s/ Christopher McGinnis	Chief Financial Officer & Treasurer	February 27, 2025
Christopher McGinnis	(Principal Financial Officer)
/s/ Romin Nabiey	Chief Accounting Officer	February 27, 2025
Romin Nabiey	(Principal Accounting Officer)
/s/ Trevor Bezdek	Co-Chairman & Director	February 27, 2025
Trevor Bezdek
/s/ Scott Wagner	Co-Chairman & Director	February 27, 2025
Scott Wagner
/s/ Christopher Adams	Director	February 27, 2025
Christopher Adams
/s/ Ronald E. Bruehlman	Director	February 27, 2025
Ronald E. Bruehlman
/s/ Ian T. Clark	Director	February 27, 2025
Ian T. Clark
/s/ Dipanjan Deb	Director	February 27, 2025
Dipanjan Deb

/s/ Douglas Hirsch	Director	February 27, 2025
Douglas Hirsch
/s/ Kelly J. Kennedy	Director	February 27, 2025
Kelly J. Kennedy
/s/ Gregory Mondre	Director	February 27, 2025
Gregory Mondre
/s/ Agnes Rey-Giraud	Director	February 27, 2025
Agnes Rey-Giraud