GoodRx Holdings Inc

Item 1A. Risk Factors

For a discussion of potential risks and uncertainties related to us, see the information included in Part I, Item 1A, "Risk

Factors" of our 2024 10-K. There have been no material changes to the risk factors previously disclosed in our 2024 10-K,

except as noted below:

General economic factors, natural disasters or other unexpected events may adversely affect our business,

financial performance and results of operations.

Although we only operate in the United States, our business, financial performance and results of operations depend in

part on worldwide macroeconomic economic conditions and their impact on consumer spending. Recessionary economic

cycles, changing interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential

real estate and mortgage markets, access to credit, consumer debt levels, tariffs, government spending freezes, unsettled

financial markets and other economic factors that may affect costs of manufacturing prescription medications, consumer

spending or buying habits could materially and adversely affect our customers, our consumers, and demand for our

offerings. Volatility in the financial markets and deterioration in economic conditions, increasing inflation or increasing

unemployment levels has also had and may continue to have a negative impact on consumer spending patterns. Changes

and uncertainty can, among other things, reduce or shift spending away from medical treatments, procedures and doctors

office visits.

In addition, negative national or global economic conditions have adversely affected the PBMs, partner pharmacies and

pharma manufacturers we contract with and their associated industry participants, financial performance, liquidity and

access to capital, and may continue to impact them. This may affect their ability to renew contracts with us on the same or

better terms, which could impact the competitiveness of the discounted prices we are able to offer our consumers. Trade

barriers, duties, tariffs, and retaliatory measures by the U.S. and other governments may impact the pharma manufacturers

we contract with by increasing their costs of business, which could cause them to decrease their marketing spend on our

offerings. All of these factors may be exacerbated by global financial conditions and other geopolitical factors, which could

harm our business, financial condition and results of operations.

Economic factors such as increased insurance and healthcare costs, commodity prices, tariffs, shipping costs, inflation,

higher costs of labor, and changes in or interpretations of other laws, regulations and taxes may also increase our costs and

make our offerings less competitive, increase general and administrative expenses, and otherwise adversely affect our

financial condition and results of operations.

Additionally, global public health crises, natural disasters, such as earthquakes and wildfires, and other adverse weather

and climate conditions, political crises, such as terrorist attacks, war and other political instability or other unexpected

events, could disrupt our operations, internet or mobile networks or the operations of PBMs and their pharmacy networks.

For example, our corporate headquarters and other facilities are located in California, which in the past has experienced

both severe earthquakes and wildfires. Certain of these events may become more frequent or intense as a result of climate

change or other environmental or social pressures. For more information, see our risk factor titled We are subject to a

series of risks related to climate change previously disclosed in our 2024 10-K. If any of these events occurs, , our business 

could be adversely affected.

The impact of healthcare reform legislation and other proposed or future changes impacting the healthcare 

industry and healthcare spending on us is currently unknown, but may adversely affect our business , financial 

could ndition and results of operations.

Our revenue is dependent on the healthcare industry and could be adffected by changes in healthcare spending and 

policy. The healthcare industry is subject to changing political, regulatory and other influences. The Affordable Care Act (the 

ACA), enacted in March 2010, made major changes in how healthcare is deliversely affected.ed and reimbursed, and increased access 

to health insurance benefits to the uninsured and underinsured population of the United States. The ACA, among other 

things, increased the number of individuals with Medicaid and private insurance coverage, implemented reimbursement 

policies that tie payment to quality, facilitated the creation of accountable care organizations that may use capitation and 

other alternative payment methodologies, strengthened enforcement of fraud and abuse laws and encouraged the use of 

information technology. 

New and changing laws, regulations, executive orders and other governmental actions, particularly from the new 

presidential administration, may also create uncertainty about how laws and regulations will be interpreted and applied. 

Such changes can adversely affect our business by increasing our costs, reducing spending by our customers, limiting the 

Companys ability to pursue or offer new offerings, and requiring changes to our business. Regulatory changes and other 

actions that materially adversely affect our business may be announced with little or no advance notice and we may not be 

able to effectively mitigate all adverse impacts from such measures. Differing interpretations of such legal obligations can 

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expose us to significant fines, government investigations, litigation and reputational harm. If we are found to have violated 

laws, regulations, or executive orders, it could materially adversely affect our business, reputation, results of operations and 

financial condition.

In addition, recently there has been heightened governmental scrutiny of the manner in which pharma manufacturers 

set prices for their marketed products, which has resulted in several U.S. congressional inquiries and proposed and enacted 

federal and state legislation designed to, among other things, bring more transparency to medication pricing, reduce the cost 

of prescription medications under government payor programs, and review the relationship between pricing and 

manufacturer patient programs. For example, in August 2022, former President Biden signed the Inflation Reduction Act of 

2022 (the IRA) into law. This statute marks the most significant action by Congress with respect to the pharmaceutical 

industry since adoption of the ACA in 2010. Among other things, the IRA requires manufacturers of certain drugs to engage 

in price negotiations with Medicare, with prices that can be negotiated subject to a cap; imposes rebates under Medicare 

Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023); redesigns the Medicare Part 

D benefit (beginning in 2024); and replaces the Part D coverage gap discount program with a new manufacturer discounting 

program (beginning in 2025). The Centers for Medicare  Medicaid Services has published the negotiated prices for the 

initial ten drugs, which will first be effective in 2026, and has published the list of the subsequent 15 drugs that will be subject 

to negotiation. The IRA permits the Secretary of the Department of Health and Human Services ("HHS") to implement many 

of these provisions through guidance, as opposed to regulation, for the initial years. HHS has and will continue to issue and 

update guidance as these programs are implemented, although the drug price negotiation program is currently subject to 

legal challenges. In addition, the IRA delayed the final rule removing safe harbor protection for price reductions given by 

pharmaceutical manufacturers to plan sponsors under Part D, either directly or through PBMs, unless the price reduction is 

required by law, until 2032. In July 2025, the government enacted the One Big Beautiful Bill Act (the OBBBA), which 

included reforms to programs such as Medicaid and restrictions for certain groups to access the Affordable Care Act 

Marketplace. These changes may result in an increase in the number of individuals who are unable to access health 

insurance benefits and medical care, and their ability to receive prescriptions and certain prescribed medications. The 

impact of the IRA and OBBBA on our business and the pharmaceutical industry cannot yet be fully determined but is likely to 

be significant.

More recently, the current presidential administration has proposed the imposition of a 100% tariff on branded or 

patented pharmaceutical product produced outside of the United States. Such tariff may increase costs to our customers 

and decrease demand for pharmaceutical products and consequently our offerings, which could have a material adverse 

effect on our business, financial condition and results of operations. Certain major drug producers and manufacturers are in 

negotiations with the administration to receive relief from such tariff. As a result of these negotiations, certain manufacturers 

have announced their participation in a new government sponsored direct-to-consumer platform called TrumpRx.gov, 

designed to offer consumers discounts on their products and some specialty brands. Details regarding this government 

sponsored platform, as well as any potential positive or negative impact on our business, offerings or results of operations, 

are unclear at this time but may be significant.

Our ability to realize the benefits of opportunities that we elect to pursue, such as initiatives related to TrumpRx.gov, 

may be limited, and we may be unable to fully achieve related business goals. At the same time, ongoing changes and shifts 

in healthcare policy, or changes in applicable legal standards, may reduce or even eliminate opportunities we may wish to 

pursue. As a result, any returns on our investment in developing these opportunities are uncertain and the failure to achieve 

related business goals may adversely affect our financial condition and results of operations.

Congress has and is likely to continue to scrutinize key participants in the healthcare industry, including PBMs. A 

number of bills have been introduced in Congress that would further regulate PBMs and impose additional requirements. 

The Federal Trade Commission (the "FTC") has issued statements about PBMs and conducted a study of PBMs that 

resulted in two published reports, which could motivate further actions by Congress with respect to PBM regulation. Any 

findings in the report may motivate further actions by Congress with respect to PBM regulation. In September 2024, the FTC 

filed an administrative complaint against the three largest PBMs and their affiliated group purchasing organizations alleging 

that the PBMs engaged in anti-competitive and unfair practices that increased costs for insulin medication. It is unclear what 

the results of this matter will be, and what impact this will have on the PBM industry and our business, financial condition 

and results of operations. See our risk factor titled We are, and may become in the future, subject to various legal 

proceedings and claims that arise in or outside the ordinary course of business, which may require significant management 

time and attention, result in significant legal expenses and may result in unfavorable outcomes, which may have a material 

adverse effect on our business, operating results and financial condition, and negatively affect the price of our Class A 

common stock  previously disclosed in our 2024 10-K.

 Individual states in the United States have also increasingly passed legislation and implemented regulations designed 

to control medication pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product 

access, disclosure, transparency and reporting requirements to regulatory agencies regarding marketing costs and 

discounts provided to patients, such as those provided through our prescription transactions offering and subscription 

offerings, for prescription medications dispensed by pharmacies, and, in some cases, designed to encourage importation 

from other countries and bulk purchasing. Some states have enacted legislation creating so-called prescription drug 

affordability boards, which ultimately may attempt to impose price limits on certain drugs in these states. In addition, the 

Supreme Court held in December 2020 in Rutledge v. Pharmaceutical Care Management that ERISA, a federal statute, did 

not preempt an Arkansas state law that regulates PBM reimbursements to network pharmacies and other standards for 

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PBMs reimbursements to network pharmacies. As a result of this holding, some states have passed, and other states may 

pass similar legislation or may otherwise attempt to regulate PBMs, which could have impacts on the healthcare industry. 

Further, we may see heightened regulatory scrutiny from state regulators related to our integrated savings programs, 

particularly with respect to insurance laws. These regulatory requirements and related scrutiny may impose timing and 

expense constraints on us or our industry partners that could adversely affect our partnerships or our operations.

We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could 

impact the amounts that federal and state governments and other third-party payors will pay for healthcare products and 

services or require us to restructure our existing arrangements with PBMs and pharma manufacturers, any of which could 

adversely affect our business, financial condition and results of operations.