Wagner Scott 4

What Happened
Scott Wagner, a director of GoodRx Holdings, reported the vesting and conversion/exercise of 31,394 derivative units on January 21, 2026. The Form 4 shows an acquisition/conversion of 31,394 shares (derivative) and a simultaneous disposition of 31,394 shares at $0.00, so no cash sale or proceeds are reported. This reflects a vesting/conversion event rather than an open‑market purchase or sale.

Key Details

• Transaction date: January 21, 2026; reported price: $0.00 (disposition) / N/A (acquisition entry).
• Shares involved: 31,394 deferred stock units converted/exercised.
• Shares owned after transaction: Not specified in the filing.
• Footnote F1: One‑third of the deferred stock unit award vested on Jan 21, 2026; the deferred stock units will settle upon the earliest of (i) Dec 31, 2030; (ii) separation from service; (iii) change in control; (iv) death; or (v) disability.
• Footnote F2: Each restricted stock unit (RSU) represents a contingent right to receive one share of Class A common stock.
• Filing timeliness: Reported and filed on Jan 21, 2026 (appears timely).

Context
This transaction reflects vesting/conversion of director deferred stock units (a non‑cash event) and not an ordinary buy or sell that signals a change in market exposure. For retail investors, note that RSUs/DSUs often convert to a right to receive stock at a future settlement event (per F1), so no immediate share sale or cash proceeds occurred.