Nabiey Romin 4

What Happened

• Nabiey Romin, GoodRx's Chief Accounting Officer, had restricted stock units (RSUs) convert into 4,804 shares on Feb 15, 2026. To satisfy tax withholding, 1,979 of those shares were surrendered/withheld at $2.18 per share, reported as $4,314. The Form 4 also reports the conversion/cancellation of the derivative units (4,804) at $0, reflecting the RSU-to-share settlement.
• This appears to be a routine vesting and tax-withholding event, not an open-market sale by the insider.

Key Details

• Transaction date: 2026-02-15; Form 4 filed: 2026-02-17 (filed two days after the transaction; appears timely).
• Reported entries:
  • Exercise/conversion of derivative (code M): 4,804 shares acquired (conversion of RSUs).
  • Tax withholding (code F): 1,979 shares disposed at $2.18/share = $4,314 (used to pay taxes).
  • Exercise/conversion/derivative cancellation: 4,804 shares disposed @ $0 (reflects conversion/cancellation of the RSU instrument).
• Net newly issued to insider from this vesting: 4,804 − 1,979 = 2,825 shares retained (net of withholding).
• Shares owned after the transaction: not stated in the provided excerpt.
• Footnotes: F1 notes each RSU equals one share; F2 describes the RSU vesting schedule (6.25% vested May 15, 2025; remaining 93.75% vest in equal quarterly installments over ~15 quarters).

Context

• This transaction is a typical RSU vesting with share withholding to cover tax obligations (a cashless settlement), not a market sale—such withholdings are administrative and do not necessarily indicate the insider's view on the stock.
• Transaction codes: M = option/derivative exercise or conversion; F = payment of exercise price or tax liability (withholding).
• Dollar amount involved is modest ($4,314 withheld), reflecting tax coverage rather than a disposition for cash.