UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1424, 2026

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GoodRx Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-39549	47-5104396
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2701 Olympic Boulevard
Santa Monica, California		90404
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 268-2822

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	GDRX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the

Exchange Act. ☐

Item 45.~~01.~~02 ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers;

OnCompensatory ~~March~~Arrangements ~~14, 2026, the Audit and Risk Committee~~ of ~~the~~Certain ~~Board of Directors of GoodRx Holdings, Inc~~Officers. ~~(the~~

~~“Company”),~~Chief ~~following~~Accounting aOfficer ~~competitive proposal process, approved the appointment of KPMG LLP (“KPMG”) as the~~ Resignation

~~Company’s~~On ~~independent~~March ~~registered~~24, ~~public~~2026, ~~accounting~~Romin ~~firm~~Nabiey ~~for~~submitted ~~the~~his ~~fiscal~~resignation ~~year~~as ~~ending~~Chief ~~December~~Accounting ~~31,~~Officer ~~2026,~~of ~~and~~GoodRx ~~approved~~Holdings, Inc. (the

~~dismissal of PricewaterhouseCoopers LLP (~~“~~PwC~~Company”), aseffective ~~the~~April ~~Company’s~~3, ~~independent~~2026 ~~registered~~in ~~public~~order ~~accounting~~to ~~firm~~pursue other opportunities. Mr. Nabiey will remain an employee of the

~~The~~Company ~~audit~~through ~~reports~~June of8, ~~PwC~~2026 onto support the ~~consolidated~~transition ~~financial statements~~ of ~~the~~his ~~Company~~responsibilities. asMr. ofNabiey’s ~~and~~resignation ~~for~~was ~~the~~not ~~years~~a ~~ended~~result of

~~December~~any ~~31,~~disagreement ~~2025~~between ~~and~~the ~~2024~~Company ~~did~~and ~~not~~Mr. ~~contain~~Nabiey on any ~~adverse~~matter ~~opinion~~related orto ~~disclaimer~~the ofoperations, ~~opinion~~policies, ~~nor~~or ~~were~~practices ~~they~~of ~~qualified or~~

~~modified~~the asCompany. toThe ~~uncertainty,~~Company ~~audit~~thanks ~~scope,~~Mr. orNabiey ~~accounting~~for ~~principles~~his years of contribution and service to the Company.

During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through March 14,

2026, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions

thereto with PwC on any matter of accounting principles or practices, consolidated financial statement disclosure, or auditing

scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make

reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements

of the Company for such years, and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and

the related instructions thereto.

The Company has provided PwC with a copy of the disclosures under this Current Report on Form 8-K and has

requested that PwC furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees

with the statements contained herein and, if not, stating the respects in which it does not agree. A copy of PwC’s letter, dated

March 18, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the fiscal years ended December 31, 2025 and 2024, and during the subsequent interim period through March

14, 2026, neither the Company nor anyone on its behalf consulted with KPMG regarding: (i) the application of accounting

principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the

Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that

KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing,

or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of

Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are included with this Current Report on Form 8-K:

16.1		Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission, dated March 18, 2026.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report

to be signed on its behalf by the undersigned hereunto duly authorized.

			GOODRX HOLDINGS, INC.
Date:	March 1827, 2026	By:	/s/ Christopher McGinnis
			Name: Christopher McGinnisTitle: Chief Financial Officer & Treasurer

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