Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Departure of Director
On March 31, 2026, Ian T. Clark notified GoodRx Holdings, Inc. (the “Company”) of his decision to resign as a
member of the Company’s Board of Directors (the “Board“), including his service on the Board’s Nominating & Governance
Committee, effective as of March 31, 2026. Mr. Clark has indicated to the Company that his decision to resign is not the
result of any disagreement with the Company or its management on any matter relating to the Company’s operations,
policies or practices.
Board Membership Update
On April 2, 2026, in order to achieve an equal balance of membership among the classes of directors as a result of Mr.
Clark’s departure, the Board determined to move Wendy Barnes, Chief Executive Officer, President and Director of the
Company, from Class I, with a term expiring at the 2027 annual meeting of stockholders, to Class III, with a term expiring at
the 2026 annual meeting of stockholders. On April 1, 2026, Ms. Barnes, who served as a Class I director, tendered her
resignation as a director, effective upon her election by the Board as a Class III director. The resignation and immediate re-
election of Ms. Barnes was effected solely to rebalance the Board’s classes and, for all other purposes, Ms. Barnes’s service
on the Board is deemed to have continued uninterrupted. The Board now consists of three directors in each of Classes I, II,
and III.
