Barnes Wendy Lynn 4

What Happened

• Wendy Lynn Barnes, Chief Executive Officer and President of GoodRx (GDRX), converted/vested a total of 277,288 restricted stock units (RSUs) into Class A common shares on April 15, 2026. To satisfy tax withholding obligations, 120,456 of those shares were surrendered at $2.23 per share (total withheld value $268,617), resulting in a net issuance of approximately 156,832 shares to Barnes.
• The filing shows the RSU conversions reported as derivative exercises/conversions (transaction code M) and the share surrenders for tax withholding reported as disposals (transaction code F). The derivative dispositions are reported at $0, reflecting the termination/conversion of the RSU instruments.

Key Details

• Transaction date: 2026-04-15; filing date: 2026-04-15 (no late filing indicated).
• RSUs converted (acquired): 115,148; 51,177; 110,963 — total 277,288.
• Shares withheld for taxes (disposed): 50,021; 22,232; 48,203 — total 120,456; withholding price $2.23/share; total $268,617.
• Net new shares delivered to insider: ~156,832 shares (277,288 − 120,456).
• Footnotes: F1 confirms each RSU equals one share. Footnotes F2–F4 describe different vesting schedules tied to the awards (some awards vest 25%/50% on Jan 15, 2026 and remainder in quarterly installments; some vest ratably in 12 quarterly installments beginning April 15, 2026).
• Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of tax liability via share withholding.
• Filing does not indicate a 10% owner or a 10b5-1 plan.

Context

• This is a routine vesting/conversion of RSUs with shares withheld to cover tax obligations — a common administrative transaction that results in net share issuance to the insider. It is not an open‑market purchase or sale signaling a directional trade.