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
8-K
001-39549
9-28-2020
3.1
4.2
8-K
001-39549
9-28-2020
3.2
4.3
S-1/A
333-248465
8-28-2020
4.1
5.1
X
23.1
X
23.2
X
24.1
X
99.1
S-8
333-249069
9-25-2020
99.2
99.1.1
S-1/A
333-248465
9-14-2020
10.3.1
99.1.2
S-1/A
333-248465
9-14-2020
10.3.2
99.1.5
10-Q
001-39549
5-13-2021
10.1
99.1.6
10-K
001-39549
2-29-2024
10.18.1
99.1.7
10-K
001-39549
2-29-2024
10.18.2
99.2
S-1/A
333-248465
9-14-2020
10.4
107.1
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
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
GoodRx Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
Security
Type
Security Class
Title
Fee Calculation
Rule
Amount
to be
Registered (1)
Proposed
Maximum
Offering
Price
Per Unit
Maximum
Aggregate
Offering Price
Fee Rate
Amount of
Registration
Fee
Equity
Class A common
stock, $0.0001 par
value per share
Rule 457(c) and
Rule 457(h)
33,852,798 (2)
$4.85 (3)
$164,186,070.30
$153.10 per
$1,000,000
$25,136.89
Total Offering Amounts
$164,186,070.30
$25,136.89
Total Fee Offsets (4)
$—
Net Fee Due
$25,136.89
(1)In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed
to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2)Consists of 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”) that are issuable under the Registrant’s 2020 Incentive Award
Plan (as amended, the “2020 Plan”) and the Registrant’s 2020 Employee Stock Purchase Plan (as amended, the “2020
ESPP”).
(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Class A
common stock as reported on The Nasdaq Stock Market LLC on February 21, 2025.
(4)The Registrant does not have any fee offsets.
Exhibit 5.1
image_01a.jpg
1271 Avenue of the Americas
New York, New York  10020-1401
Tel: +1.212.906.1200  Fax: +1.212.751.4864
www.lw.com
FIRM / AFFILIATE OFFICES
Austin        Milan
Beijing        Munich
Boston        New York
Brussels        Orange County
Century City      Paris
Chicago        Riyadh
Dubai        San Diego
Düsseldorf        San Francisco
Frankfurt        Seoul
Hamburg        Silicon Valley
Hong Kong        Singapore
Houston        Tel Aviv
London        Tokyo
Los Angeles      Washington, D.C.
Madrid
February 27, 2025
GoodRx Holdings, Inc.
2701 Olympic Boulevard
Santa Monica, CA 90404
Re:Registration Statement on Form S-8 with respect to shares of Class A common
stock of GoodRx Holdings, Inc.
To the addressee set forth above:
We have acted as special counsel to GoodRx Holdings, Inc., a Delaware corporation (the
“Company”), in connection with the preparation and filing by the Company on the date hereof with
the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the
“Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”),
relating to the issuance of up to 33,852,798 shares (the “Shares”) of Class A common stock of the
Company, par value $0.0001 per share (the “Class A Common Stock”), which may be issued
pursuant to the Company’s 2020 Incentive Award Plan (the “2020 Plan”) and the Company’s 2020
Employee Stock Purchase Plan (the “2020 ESPP”).  This opinion is being furnished in connection
with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is
expressed herein as to any matter pertaining to the contents of the Registration Statement or
prospectuses forming a part thereof, other than as expressly stated herein with respect to the
issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter.  With your consent, we have relied upon the
foregoing and upon certificates and other assurances of officers of the Company and others as to
factual matters without having independently verified such factual matters.  We are opining herein
only as to the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and
we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that as of
the date hereof, when the Shares shall have been duly registered on the books of the transfer agent
February 27, 2025
Page 2
image_01a.jpg
and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the
Company for legal consideration in excess of par value in the circumstances contemplated by the
2020 Plan and the 2020 ESPP, assuming in each case that the individual issuances, grants or awards
under the 2020 Plan and the 2020 ESPP are duly authorized by all necessary corporate action and
duly issued, granted or awarded and exercised in accordance with the requirements of law and the
2020 Plan and the 2020 ESPP (and the agreements duly adopted thereunder and in accordance
therewith), the issue and sale of the Shares will have been duly authorized by all necessary
corporate action of the Company, and such Shares will be validly issued, fully paid and non-
assessable.  In rendering the foregoing opinion, we have assumed that the Company will comply
with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be
relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ Latham & Watkins LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of GoodRx Holdings, Inc. of our report dated
February 27, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in GoodRx
Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024. 
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 27, 2025
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