Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim
Review
On October 27, 2026, the Audit and Risk Committee of the Board of Directors (the “Board”) of GoodRx Holdings, Inc. (the
“Company”), after discussion with management of the Company and the Company’s independent registered public
accounting firm, KPMG LLP (“KPMG”), concluded that the Company’s condensed consolidated financial statements for the
fiscal quarter and year-to-date periods ended March 31, 2026 and June 30, 2026 (collectively, the “Affected Periods”) should
no longer be relied upon due to the understatement of Pharma Direct revenue. Similarly, any previously issued or filed
reports, press releases, earnings releases, and investor presentations or other communications describing the Company’s
condensed consolidated financial statements and other related financial information for the Affected Periods should no
longer be relied upon.
In connection with an ongoing Audit and Risk Committee review of the Company’s revenue recognition for certain
transactions related to Pharma Direct revenue, the Company determined that a portion of revenue was not recognized
during each Affected Period that should have been recognized in each such period in accordance with Accounting
Standards Codification 606. This error resulted in an understatement of Pharma Direct revenue and total revenue in each
Affected Period. The Company has not identified any impact to previously issued financial statements for periods prior to
fiscal year 2026.
The Company expects the principal effects on its previously reported results for the Affected Periods to be as follows:
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(in thousands, except for per share amounts) | Three months ended March 31, 2026 | | Three months ended June 30, 2026 | | Six months ended June 30, 2026 |
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These amounts are preliminary and remain subject to change as the Company completes its review and the restatement
process. The Company is working to complete the restatement of its condensed consolidated financial statements for the
Affected Periods by filing amended Forms 10-Q for such periods as soon as practicable.
The Company is also assessing the impact of these restatements on its internal control over financial reporting and
conclusions with respect to the effectiveness of disclosure controls and procedures for the prior periods. The Company
currently expects to report that one or more material weaknesses in internal control over financial reporting existed as of the
end of each Affected Period.
The Audit and Risk Committee and the Company’s management have discussed the matters disclosed pursuant to this Item
4.02 with KPMG.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-
looking statements, including without limitation statements regarding the anticipated impact of the above errors on the
previously reported results for the Affected Periods, the anticipated restatement of the Company’s condensed consolidated
financial statements for the Affected Periods, and potential material weaknesses in internal control over financial reporting.
Such statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s
actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements, including, but not limited to, risks related to the completion of the
Audit and Risk Committee’s review of the Company’s revenue recognition for certain transactions related to Pharma Direct
revenue, the restatement of the Company’s financial statements and the sufficiency of the Company’s internal control over
financial reporting; as well as the other important factors discussed in the section entitled “Risk Factors” of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in its other filings with the Securities and
Exchange Commission. The forward-looking statements in this Form 8-K are based upon information available to the
Company as of the date of this Form 8-K, and while the Company believes such information forms a reasonable basis for
such statements, such information may be limited or incomplete, and these statements should not be read to indicate that
the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These
statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. While the
Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do
so, even if subsequent events cause its views to change.
