GDRX - Douglas Hirsch Schedule 13D (Amendment No. 2) (June 2024)

(a) Type
(Clean (CLN),
Restricted
(RST),
Restricted
Stock Awards
(RSA) or Units
(RSU) or
Employee
Stock Purchase
Plan shares
(ESPP))

(b) Grant ID /
Nature of
Acquisition
(If applicable)

(c) Date
Shares
Acquired /
Vest Date
(If
applicable)

(d) Sale Period(s)

(e) Authorized
Number of
Owned
Shares to be
Sold

(f) Limit Price
(“Market”
if a Market
Order)

Start Date

Doug Hirsch Trade Schedule B

Modification Letter

to 10b5-1 Preset Diversification Program® (PDP)

Pursuant to Part III, Section D.2. of my 10b5-1 Preset Diversification Program with Morgan Stanley Smith Barney LLC

(“MSSB”) dated 03/03/2023 (the “Plan”), this modification letter (this “Modification Letter”) modifies and replaces the existing

Trade Schedule(s) A&B with the attached modified Trade Schedule(s) A&B. Defined terms used but not defined herein have

the meaning ascribed to them under the Plan.

I understand that, pursuant to Rule 10b5-1(c)(1)(iv), the modification of the Trade Schedule(s) will be considered a termination

of the Plan and the adoption of a new plan subject to the cooling-off period required by Rule 10b5-1(c)(1)(ii)(B). As a result, my

original Trade Schedule(s) will terminate upon MSSB’s acceptance of this Modification Letter. All pending sales under the

original Trade Schedule(s) will be cancelled and new sales will not begin until the Modification Start Date. It is the parties’

intention that this Modification Letter constitute the adoption of a new plan pursuant to Rule 10b5-1(c)(1)(iv) with the same

terms and conditions of, and information in, the Plan, except for the modification to the Trade Schedule(s) and the additional

terms and conditions in this Modification Letter.

Doug Hirsch, as Seller under the Plan as of the original Adoption Date, hereby represents to MSSB that the representations

contained in the Plan were true and correct as of the date of the Plan and are true and correct as of the date of this

Modification Letter. Each new Seller under the Plan has received and reviewed a copy of the Plan and represents to MSSB

that the representations contained in the Plan are true and correct as of the date of this Modification Letter. Each Seller further

represents as of the date of this Modification Letter:

I understand that trading under the Plan may be suspended if MSSB has received written notice from the Issuer or from me of

a legal, regulatory or contractual restriction applicable to the Issuer or to me. Upon receipt of such written notice, I expressly

authorize MSSB to suspend trading as soon as practicable and trading shall not resume until MSSB has received written

notice of the resolution of the underlying restriction. I understand that MSSB can make no representation as to the continued

availability of the affirmative defense under Rule 10b5-1 in the event of any resumption of trading following such suspension. If

the events giving rise to a suspension of trading cannot be resolved (as determined by MSSB in its sole discretion), I

understand and acknowledge that MSSB reserves the right, in its sole discretion, to terminate this Plan in accordance with the

provisions contained herein. In the event of a suspension, MSSB will resume effecting trades in accordance with this Plan as

soon as MSSB determines that it is reasonably practical to do so.

A modification, suspension or termination by or on behalf of one Seller will result in a modification, suspension or termination of

this Plan for all Sellers.

Account and Plan Information

Issuer (the “Issuer”): GoodRx Holdings, Inc.Trading Symbol: GDRX

Modification Date: 6/7/2024Plan Type: Modification

Seller’s Name: DOUG HIRSCH

Seller’s Name: DH 2024 GRAT

The latest date of a Seller’s execution will be the Modification Date for purposes of the Modification Start Date and, for the

avoidance of doubt, the trade schedules in Part II hereof constitute one plan for purposes of Rule 10b5-1(c)(1) under the

Exchange Act.

Account #:FA Number:

Account #:

Modification Start Date: The estimated Modification Start Date is 9/6/2024. The Modification Start Date is the later of (i) and (ii):

(i) the 91st day after the Adoption Date, 9/6/2024; or

(ii) the earlier of:

a.the third business day following the disclosure of the Issuer’s financial results in a Form 10-Q or Form 10-K

for the completed fiscal quarter in which this Plan is adopted (estimated 08/08/2024); or

b.the 121st day after the Adoption Date (10/6/2024).

A representative of the Issuer will communicate the Modification Start Date in writing to the MSSB Financial Advisor listed in

Part I – Account and Plan Information two business days prior to such date.

Note: The Modification Start Date should match the earliest Start Date on any order in Modified Trade Schedules A or B. If the

Modification Start Date or the Start Date entered for any order in Modified Trade Schedules A or B is earlier than allowable

under Rule 10b5-1 or the Issuer’s policies, then the Modification Start Date and the order Start Date shall be the earliest

allowable Modification Start Date under Rule 10b5-1 and such policies.

Plan End Date:Commission:

Note: The “Plan End Date” should match the latest End Date on any order in Modified Trade Schedules A or B.

Seller’s Affiliation Status: ☒ Rule 144 affiliate ☒ Director or officer (as defined in Rule 16a-1(f) of the Exchange

Act) ☐ Non-Rule 144 affiliate but subject to trading windows ☐ Other

Share Type: ☐ Options ☐ Shares already owned ☐ Restricted Stock Award /Units ☐ Other

Plan Total Share Quantity:Doug Hirsch:Trade Schedule A: N/A

Trade Schedule B:TBD

DH 2024 GRATTrade Schedule A: N/A

Trade Schedule B:2,632,721

Total Shares: 2,632,721 + TBD

Sincerely,

/s/Doug Hirsch 6/7/2024

SellerDate

Name: DOUG HIRSCH

Title:

Sincerely,

/s/Doug Hirsch 6/7/2024

SellerDate

Name: DOUG HIRSCH

Title: Trustee, DH 2024 GRAT

Issuer Representation:

As an authorized representative of the Issuer, I hereby represent, covenant and acknowledge on the Issuer’s behalf that: (i)

the execution of this Modification Letter will not violate the Issuer’s insider trading policies, (ii) the representations made by the

Issuer in the Issuer Representation Letter (the “Representation Letter”) attached as Exhibit A to the Plan were true and correct

as of the date of the Representation Letter and are true and correct as of the date of this Modification Letter, and (iii) the

Issuer’s undertakings in the Representation Letter remain in full force and effect.

Accepted and agreed to:

/s/Gracye Cheng6/7/2024

Authorized Issuer’s RepresentativeDate

Name:

Title:

Accepted and agreed to:

Morgan Stanley Smith Barney LLC

/s/Carlotta Griffin6/11/2024

Date

Name: Carlotta Griffin

Title: Executive Director

Modified Trade Schedule A – Notice and Authorization of

Exercise of Stock Options and Sale of Underlying Stock.

Original Trade Schedule A will terminate upon MSSB’s acceptance of the Modification Letter

Instructions: May not be applicable for some plans. For use by any seller who wishes to sell shares obtained upon the exercise

of stock options. When applicable, to be completed by MSSB and reviewed by the Seller. This Modified Trade Schedule will be

provided to the Issuer as notice of the intention to exercise stock options.


Name of Seller: DOUG HIRSCH	Name of Issuer: GoodRx Holdings, Inc. _______

I understand that it is my responsibility to ensure that my employee stock options (the “Options”) will be vested prior to the

purchase of shares (the “Shares”) of common stock of the Issuer upon exercising the Options and will be vested prior to the

Start Date of their associated sale periods listed below and will not expire before the End Date of such sale periods. I also

acknowledge responsibility for notifying MSSB in the event of an expiration or forfeiture of the Options under the Issuer’s stock

option plan (upon any termination of service with the Issuer or otherwise) that will prevent the occurrence of one or more

transactions listed below. If I authorize the exercise of more than one vested Option grant at the same limit price, the Options

will be exercised in the order listed below. I further acknowledge that in the event Options cannot be exercised and the

corresponding Shares cannot be sold for any reason, including the occurrence of a suspension pursuant to this Plan, the term

of this Plan will not be affected thereby and will end on the scheduled Plan End Date listed in the Modified Trade Schedule A. I

represent that the information below is accurate.

The following shall constitute my irrevocable direction and authorization to exercise the Options and sell the Shares as follows:

*** INFORMATION ON GRID MUST BE TYPED ***


(a) Date of Grant	(b) Grant ID	(c) Strike Price	(d) Option Vest Date	(e) Option Expiration Date	(f) Sale Period(s)		(g) Number of Shares to be Sold	(h) Limit Price
(a) Date of Grant	(b) Grant ID	(c) Strike Price	(d) Option Vest Date	(e) Option Expiration Date	Start Date	End Date	(g) Number of Shares to be Sold	(h) Limit Price

Note: Insert additional rows as necessary.


“No Sale” Periods (if any)
Start Date	End Date

The maximum number of Shares to be sold under this Modified Trade Schedule A is N/A.

1.I hereby irrevocably authorize the Issuer to deliver Shares through the Depository Trust Company (DTC) to Morgan

Stanley Smith Barney LLC - DTC#: 015. Delivery should be made to the MSSB account referenced in Part I –

Account and Plan Information of the Plan.

2.I hereby authorize MSSB or its affiliates, as applicable, to wire to an account designated by the Issuer a cash amount

sufficient to cover the cost of the exercise and any withholding taxes due to either the Issuer or, if applicable, the

Issuer’s outside stock option plan administrator upon the exercise of any Options exercised and underlying Shares

sold pursuant to this Plan.

Instructions for Modified Trade Schedule A:

•Please list all orders chronologically by their Start Date. If Shares are available for sale on the same day, the sequence in

which Shares are listed in the schedule above does not define the sequence in which trades will be executed.

•Each order listed in the grid will be available to sell on any trading day on or between the Sale Period Start Date and the

Sale Period End Date defined for that order, until the number of shares indicated in column (g) are sold.

•In columns (a) through (e) please provide the details of the Option grants to be exercised and sold.

•In column (f), state the first and last date on which the Shares are authorized to be sold during the Sale Period (Share

sales may occur on or between these dates). If, during any Sale Period the stated price is not reached for some or all of

these Shares, they will not be carried over into any subsequent Sale Period unless explicitly indicated.

•In column (g), state the maximum number of Shares to be sold pursuant to the Option exercise. Do not aggregate with

amounts authorized to be sold at a different price during the same Sale Period.

•In column (h), write a dollar price which is the minimum price per Share (the “Limit Price”) at which the Shares are

authorized to be sold during the Sale Period. All limit orders will be treated as “limit not held” orders. Note: Option

exercises and sales must be at a Limit Price, not at a “Market” price.

•In the grid labeled “No Sale” Periods, list the time period(s), if any, during which no sales may be made, notwithstanding

their inclusion in this Modified Trade Schedule A. These periods are independent of any suspension that may occur

pursuant to this Plan.

This Modified Trade Schedule A is an integral part of this Modification Letter entered into by the Seller with MSSB and is

subject to the terms and conditions set forth therein.

DOUG HIRSCH TRADE SCHEDULE B

Modified Trade Schedule B – Sale of Clean Stock/Restricted Stock/Restricted Stock Awards or Units or

Employee Stock Purchase Plan Stock.

Original Trade Schedule B will terminate upon acceptance of the Modification Letter

Instructions: May not be applicable for some plans. For use by any seller who wishes to sell these types of shares. When

applicable, to be completed by MSSB and reviewed by the Seller.


Name of Seller: DOUG HIRSCH	Name of Issuer: GoodRx Holdings, Inc. ___________

I acknowledge that in the event the number of Shares in column (e) cannot be sold for any reason, including the occurrence of

a suspension pursuant to this Plan, the term of this Plan will not be affected and will end on the scheduled Plan End Date of

the Modified Trade Schedule B. I represent that the information below is accurate

*** INFORMATION ON GRID MUST BE TYPED ***

Note: Insert additional rows as necessary

* TBD. The planned sale amount is equal to the designated percentage of the net number of Shares resulting from the RSU

vesting on the date shown in the column entitled “Date Shares Acquired / Vest Date.” Shares will be acquired in connection

with the Issuer’s Restricted Stock Plan for employees/executives. A portion of the shares will be surrendered to the issuer or

sold to cover withholding taxes. Upon adoption of this Plan until the termination of this Plan, the Seller may not voluntarily

modify or influence any rates or elections applicable to such RSU withholding taxes unless this Plan is modified in accordance

with Section D.2. The Issuer’s representative will communicate the net number of shares available for sale to the MSSB

Financial Advisor listed in Part I of the Plan. The Financial Advisor will then forward the information to the Executive Financial

Services (EFS) Primary and Alternate contacts also identified in Part I in accordance with MSSB’s internal policies. If the EFS

authorized person receives notification later than 12:00 PM ET on a particular business day, MSSB is not obligated to begin

sales until the business day after receipt of notification.


“No Sale” Periods (if any)
Start Date	End Date
N/A	N/A

The maximum number of Shares to be sold under this Modified Trade Schedule B is TBD.

Instructions for Modified Trade Schedule B:

•Please list all orders in chronologically by their Start Date. If Shares are available for sale on the same day, the

sequence in which Shares are listed in the schedule above does not define the sequence in which trades will be

executed.

•Each order listed in the grid will be available to sell on any trading day on or between the Sale Period Start Date and

the Sale Period End Date defined for that order, until the number of shares indicated in column (g) are sold.

•In column (a), indicate the type of stock to be sold.

•In column (b), for restricted stock awards/units or ESPP shares, please state the grant ID, if applicable. For clean or

restricted stock, please state the nature of acquisition.

•In column (c), state the date the Shares to be sold were acquired or vested. If the Shares were acquired/vested in

more than one lot, state the acquisition/vest date for each lot. If performance based restricted stock awards or units

and vest date is unknown at this time, indicate “TBD” in the grid above.

•In column (d), state the first and last date on which the Shares are authorized to be sold during the designated Sale

Period (Share sales may occur on or between these dates). If, during any Sale Period the stated price is not reached

for some or all of these Shares, they will not be carried over into any subsequent Sale Period, unless explicitly

indicated.

•In column (e), state the maximum number of Shares authorized to be sold at the price during the designated Sale

Period. Do not aggregate with amounts authorized to be sold at a lower price during the same designated Sale

Period.

•In column (f), write either: (i) a dollar price, which is the minimum price (the “Limit” Price) at which Shares are

authorized to be sold, or (ii) the word “market” if Shares are to be sold at the then-prevailing market price per Share

during the Sale Period. All market orders will be treated as “market not held” orders. All limit orders will be treated as

“limit not held” orders.

•In the grid labeled “No Sale” Periods, list the time period(s), if any, during which no sales may be made,

notwithstanding their inclusion in this Modified Trade Schedule B. These periods are independent of any suspension

that may occur pursuant to this Plan.

This Modified Trade Schedule B is an integral part of this Modification Letter entered into by the Seller with MSSB and is

subject to the terms and conditions set forth therein.

DH 2024 GRAT TRADE SCHEDULE B

Trade Schedule B – Sale of Clean Stock/Control Stock/Restricted Stock Awards or Units or

Employee Stock Purchase Plan Stock.

Instructions: May not be applicable for some plans. For use by any seller who wishes to sell these types of shares. When

applicable, to be completed by MSSB and reviewed by the Seller.


Name of Seller: DH 2024 GRAT	Name of Issuer: GoodRx Holdings, Inc._______

I acknowledge that in the event the number of Shares in column (e) cannot be sold for any reason, including the occurrence of

a suspension pursuant to this Plan, the term of this Plan will not be affected and will end on the originally scheduled Plan End

Date. I represent that the information below is accurate.

IN ADDITION TO THE COOLING-OFF PERIOD REQUIRED BY RULE 10b5-1(c)(1)(ii)(B), THE ISSUER MAY IMPOSE AN

ADDITIONAL PERIOD OF TIME WHICH MUST ELAPSE BEFORE TRADING MAY COMMENCE UNDER THIS PLAN.

*** INFORMATION ON GRID MUST BE TYPED ***

Note: Insert additional rows as necessary


“No Sale” Periods (if any)
Start Date	End Date

The maximum number of Shares to be sold under this Trade Schedule B is 2,632,721.

Exhibit B

Instructions: May not be applicable for some plans. To be reviewed and executed only by those sellers required to sell shares pursuant to Rule

144.

Seller Representation Letter

Morgan Stanley Smith Barney LLC

1 New York Plaza, 38th Floor

New York, NY 10004

Attention: 10b5-1 Preset Diversification Program Department

Re: Sale of 2,632,721 Shares (the “Stock”) of GoodRx Holdings, Inc. (the “Issuer”) Pursuant to Rule 144

Dear Sirs/Madams:

The undersigned, Douglas Hirsch, as trustee of the DH 2024 GRAT, proposes to sell the above-referenced Stock of the Issuer through Morgan

Stanley Smith Barney LLC (“MSSB”) in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Act”).

The undersigned is an “affiliate” of the Issuer as that term is defined in Rule 144(a)(1). Accordingly, the undersigned delivers to you herewith a

signed copy of a Notice of Proposed Sale of Securities Pursuant to Rule 144 (Form 144), to the extent not previously provided, relating to such

sale, and confirms to you that the statements made therein are true and complete and represents to and agrees with you that:

1.The undersigned does not know or have any reason to believe that the Issuer has not complied with the reporting requirements

contained in Rule 144(c)(1);

2.The Issuer is not, and has not been, a shell issuer as that term is defined in Rule 144(i)(1);

3.With respect to any shares of the Stock that are restricted securities, as that term is defined in Rule 144(a)(3), a minimum of 6 months

has elapsed since the date of acquisition of the Stock from the Issuer or an affiliate of the Issuer, and payment of the full purchase price,

by the undersigned;

4.Assuming that MSSB has complied with its obligations under Part III, Section C.1 and Part III, Section C.3. of the Sales Plan between

the undersigned and MSSB, at the time of any sale of the Stock for the account of the undersigned, the number of shares of the Issuer’s

Class A common stock sold by the undersigned or for the undersigned’s account and by or for the account of any person whose sales

are required by paragraph (a)(2) and paragraph (e)(3) of Rule 144 to be aggregated with sales by or for the undersigned (other than

shares sold pursuant to a registration statement under the Act, an exemption provided by Regulation A under the Act, or an exemption

contained in Section 4 of the Act) will not exceed the amounts permitted by Rule 144(e);

5.The undersigned has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy the

Stock in anticipation of or in connection with such proposed sale, and such sale shall be made in accordance with Rule 144(f);

6.The undersigned has not made, and will not make, any payment in connection with the offering or sale of the Stock to any person other

than the usual and customary compensation to MSSB;

7.No share of the Stock is subject to any agreement granting any pledge, lien, mortgage, hypothecation, security interest, charge, option

or encumbrance, other than those which may have been entered into between the undersigned and MSSB;

8.The undersigned is providing a signed Form 144 and is authorizing MSSB to file Form 144 on the undersigned’s behalf with the SEC at

the time the undersigned has instructed MSSB to sell the securities. Through the Initial Electronic Signature Authentication Document

the undersigned previously provided to MSSB, the undersigned has authenticated the use of the undersigned’s electronic signature and

provided (or authorized the Issuer to provide) and authorized the use of the undersigned’s individual central index key (CIK) and CIK

confirmation code (CCC) for such filings with the SEC. The undersigned understands and acknowledges that, if MSSB does not timely

receive my Rule 144 paperwork or if the CIK and CCC codes provided to MSSB are not accurate, MSSB may not be able to file a timely

Form 144 on the undersigned’s behalf

9.The undersigned authorizes MSSB to complete the Form 144 (“Form 144”) and this Seller’s Representation Letter (this “Letter”),

including, but not limited to, completing the number of shares of Stock to be sold and any dates, as may be necessary to reflect my

instructions, which may be written or oral, and the facts of the transaction as effected, and to use Form 144 and this Letter as

appropriate to comply with Rule 144 and to effect settlement of any sale made in conjunction herewith; and

10.The undersigned agrees to notify MSSB promptly if there are any changes to the facts or representations set forth in this Letter or in the

accompanying Form 144 (if applicable) and hereby authorizes MSSB, if MSSB deems it necessary, to contact the Issuer, its counsel, its

transfer agent, and their agents and representatives concerning this transaction. MSSB and its agents and representatives, the Issuer,

its transfer agent and their agents and representatives may rely on the accuracy of the information contained in this Letter.

Sincerely yours,

/s/Doug Hirsch 6/7/2024

Douglas Hirsch, as trustee of the DH 2024 GRATDate

Exhibit C

Instructions: May not be applicable for some plans. To be reviewed and signed only by those sellers who are required to comply with Section 16

of the Exchange Act. Not required if MSSB already has an Authorization Letter on file for the Seller. If required, this Authorization Letter will be

provided to the Issuer’s Section 16 Compliance Officer.

Section 16 Authorization Letter

In order to comply with the 2-business-day filing requirement for officers, directors and others subject to Section 16 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), the issuer identified below (the “Issuer”) has requested that I authorize Morgan Stanley Smith

Barney LLC (“MSSB”) to provide certain information to the Issuer.

I.Definitions

“Covered Accounts” includes any account at MSSB owned or controlled by any person whose transactions may be attributed to me under Section

16.

“Covered Transactions” includes any transaction involving any equity security of the Issuer, including purchases, sales, conversions of convertible

securities, entry into, exercise, or expiration of derivative securities, and security futures transactions.

“Section 16 Compliance Officer” means the person authorized by the Issuer to pre-clear my transactions.

II.Authorization and Representations. By signing the Section 16 Authorization Letter, I agree to the following:

I authorize the Issuer and MSSB to implement procedures for reporting to the Issuer all Covered Transactions in all Covered Accounts, and I

understand that, as the beneficial owner of the securities, as that term is used in Section 16 of the Exchange Act, I am solely responsible for

making timely and complete filings under Section 16.

Upon execution of any Covered Transaction (including transactions pursuant to Rule 10b5-1 plans) and in no event later than the business day

immediately following the trade date, I authorize MSSB to provide the terms of the transaction to the Issuer’s Section 16 Compliance Officer. I

understand that MSSB shall not be responsible for any rejected or undeliverable emails or faxes sent to the appropriate electronic address or

number set forth below.

I represent that the information on this Section 16 Authorization Letter is complete and accurate, I agree to update the information as soon as

practicable after any change in the information, and I represent that I will not enter into a Covered Transaction at any time when the information is

not complete and accurate.

III.Client Information

NAME OF CLIENT: Douglas Hirsch, as trustee of the DH 2024 GRAT

NAME OF ISSUER: GoodRx Holdings, Inc.

(complete a separate Section 16 Authorization Letter for each Issuer)

NAME OF SECTION 16 COMPLIANCE OFFICER: Gracye Cheng

COVERED ACCOUNTS:

Account NameAccount Number


Douglas Hirsch, as trustee of the DH 2024 GRAT

E-MAIL NOTICES:

E-mail notice to the Issuer’s Section 16 Officer shall be given to the following

e-mail address: ________________

/s/Doug Hirsch 6/7/2024

Douglas Hirsch, as trustee of the DH 2024 GRATDate

Note: Requires an Issuer eSign Agreement

Electronic Record and Signature Addendum

Disclosures

Below are the terms and conditions of Morgan Stanley Smith Barney, LLC ("we" or "us" or "MSSB") Executive Financial Services Electronic

Signature procedures ("eSign"). Please read the information below carefully and thoroughly, and if you can access this information electronically

to your satisfaction and agree to these terms and conditions, please confirm your agreement by applying your electronic signature below.

Getting paper copies

At any time, you may request a paper copy of any document or disclosure provided or made available electronically to you through eSign.

Depending on the method of delivery, you may be able to download and print documents sent to you for electronic signature during and

immediately after your signing session. You may request delivery of such paper copies by contacting your MSSB Financial Advisor or Private

Wealth Advisor. There is currently no fee for receiving paper copies of documents you receive via eSign. We reserve the right to change this

policy in the future with prior notice to you.

Withdrawing your consent

Receiving and signing documents and disclosures is an optional process that requires your consent for each package sent to you. If you would

prefer to receive and sign documents and disclosures via paper or in a non-electronic form, you may:

i. Decline to sign the documents in the signing session, and

ii. Contact your Financial Advisor or Private Wealth Advisor and request an alternative means by which to receive the documents and

disclosures.

Consequences of non-consent

If you elect to receive and sign documents and disclosures in paper format, it may slow the speed at which we can complete certain steps in

transactions with you and delivering services to you because the required documents and disclosures will need to be sent to you in paper format,

and then we must wait until we receive back from you any signed documentation.

To advise MSSB of your new contact information

Please inform your MSSB Financial Advisor or Private Wealth Advisor of any changes to your contact information (email address or mobile phone

number).

Required hardware and software*


Operating Systems:	Windows® 2000, Windows® XP, Windows Vista®; Mac OS® X
Browsers:	Internet Explorer® 11 (Windows only); Windows Edge Current Version; Mozilla Firefox Current Version; Safari(Mac OS only) 6.2 or above; Google Chrome Current Version
PDF Reader:	Acrobat® or similar software may be required to view and print PDF files
Screen Resolution:	800 x 600 minimum
Enabled Security Settings:	Allow per session cookies

* These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release

(e.g. beta) versions of operating systems and browsers are not supported.

Acknowledging your access and consent to receive materials electronically

By applying your electronic signature below, you confirm that:

• You can access and read this Electronic Record and Signature Addendum;

• You can print on paper the disclosure or save or send the disclosure to a place where you can print it on paper, for future reference and

access;

• You have received, read, and understood, and you hereby consent and agree to, the terms and conditions of this Addendum;

• You consent to using electronic signatures for your plan and all documents relating to your plan (e.g., notices, amendments, terminations); and

• You consent to receive certain documents, disclosures and notifications for your plan and all documents relating to your plan through

electronic means.

Client Representations

By applying your electronic signature below:

•You agree the signature and/or initials used on these documents will be the electronic representation of your signature and initials for all

purposes when you use them on documents, including legally binding contracts;

•You understand a copy of the document(s) you are signing electronically can be saved or printed as a part of the eSign process and that you

can request a copy from your Financial Advisor or Private Wealth Advisor;

•You represent that all client and/or account information on the form(s) included in this package is accurate;

•You have received, reviewed and agree in your capacity as an owner, fiduciary, and/or authorized individual to be bound by all terms and

conditions attached to any document/agreement you have signed electronically; and

•You understand that this Addendum and any document/agreement you have signed electronically will be deemed to be executed in the

United States.

Indemnification

In consideration of the foregoing, you hereby agree to indemnify and hold harmless MSSB and its directors, officers, employees and affiliates

(including, without limitation, Morgan Stanley & Co. LLC) from any claim, loss, damage, liability or expense (including, without limitation, any legal

fees and expenses reasonably incurred) arising out of or attributable to eSign or the application of your electronic signature through eSign.

Douglas Hirsch, as trustee of the DH 2024 GRAT

____________________________

Name

/s/Doug Hirsch

Signature

6/7/2024

Date

10b5-1 Preset Diversification Program® (PDP) 1

Table of Contents

Part I.Account and Plan Information. Instructions: To be completed by MSSB and reviewed by the Seller.

Part II.Trade Schedules.

Trade Schedule A – Notice and Authorization of Exercise of Stock Options and Sale of Underlying Stock.

Instructions: May not be applicable for some plans. For use by any seller who wishes to sell shares obtained upon

the exercise of stock options. When applicable, to be completed by MSSB and reviewed by the Seller. This Trade

Schedule will be provided to the Issuer as Notice of the intention to exercise stock options.

Trade Schedule B – Sale of Clean Stock/Control Stock/Restricted Stock Awards or Units or ESPP Stock.

Instructions: May not be applicable for some plans. For use by any seller who wishes to sell these types of

shares. When applicable, to be completed by MSSB and reviewed by the Seller.

Part III.Sales Plan Disclosures and Representations. Instructions: The Seller must review and understand these disclosures

and representations. The Seller is required to sign the last page of this Part III.

Part IV.Exhibits.

Exhibit A – Issuer Representation Letter. Instructions: To be reviewed and executed by an authorized

representative of the Issuer.

Exhibit B – Seller Representation Letter. Instructions: May not be applicable for some plans. To be reviewed

and executed only by those sellers required to sell shares pursuant to Rule 144.

Exhibit C – Section 16 Authorization Letter. Instructions: May not be applicable for some plans. To be reviewed

and signed only by those sellers who are required to comply with Section 16 of the Exchange Act. Not required if

MSSB already has an Authorization Letter on file for the Seller. If required, this Authorization Letter will be

provided to the Issuer’s Section 16 Compliance Officer.


		Document	To Be Signed By
Part I		Account and Plan Information	N/A
Part II	Trade Schedule A	Notice and Authorization of Exercise of Stock Options and Sale of Underlying Stock	N/A
Part II	Trade Schedule B	Sale of Clean Stock/Control Stock/Restricted Stock Awards or Units or ESPP Stock	N/A
Part III		Sales Plan Disclosures and Representations	Seller and MSSB
Part IV	Exhibit A	Issuer Representation Letter	Issuer
Part IV	Exhibit B	Seller Representation Letter	Seller, if applicable
Part IV	Exhibit C	Section 16 Authorization Letter	Seller, if applicable

Page 1

1 Preset Diversification Program is a registered Trademark of Morgan Stanley Smith Barney LLC, protected in the United States and other

countries.

PART I

Account and Plan Information

Instructions: To be completed by MSSB and reviewed by the Seller.

The undersigned (referred to hereinafter as the “Seller”, “I” or “me”) hereby appoints Morgan Stanley Smith Barney LLC (“MSSB”)

as my agent for the purposes of implementing this Sales Plan (this “Plan”) that complies with the requirements of Rule 10b5-1(c)(1)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as outlined below and for the purpose of executing

this Plan. I understand that this Plan is subject to review prior to acceptance by MSSB and that, upon acceptance, MSSB will use

commercially reasonable efforts to perform its obligations under this Plan.

The appointment of MSSB is for the purpose of selling my securities pursuant to the terms and conditions set forth below. Subject to

such terms and conditions, MSSB accepts such appointment. This Plan is valid only for the specific security, account number and

maximum total shares indicated:

Issuer (the “Issuer”): GoodRx Holdings, Inc.Trading Symbol: GDRX

Adoption Date: 6/7/2024Plan Type: New Plan

The date on which the Seller executes this Plan will be defined as the Adoption Date (the “Adoption Date”).

Seller’s Name: CH 2024 GRAT

Account #:FA Number:

Selling Start Date: The 31s day after the Adoption Date of this Plan 7/8/2024

Note: The Selling Start Date may be no sooner than the 31st day after the Adoption Date of this Plan and should match

the earliest Start Date on any order in Trade Schedules A or B. If the Selling Start Date or the Start Date entered for

any order in Trade Schedules A or B is earlier than allowable under Rule 10b5-1 or the Issuer’s policies, then the

Selling Start Date and/or the order Start Date shall be the earliest allowable Selling Start Date under Rule 10b5-1 and

such policies.

Plan End Date: 06/06/2025Commission:

Seller’s Affiliation Status: ☐ 144 Affiliate ☐ Director or officer (as defined in Rule 16a-1(f) of the Exchange

Act) ☒ Non 144 Affiliate but subject to trading windows ☐ Other

Share Type: ☐ Options ☐ Shares already owned ☐ Restricted Stock Award /Units ☐ Other

Plan Total Share Quantity:Trade Schedule A: N/A

Trade Schedule B:2,632,721

Total Shares: 2,632,721

Page 2

Notice:


To the Seller: Name: CH 2024 GRAT Address: Telephone: Fax: E-Mail:	Copies to: Name: Address: Telephone: Fax: E-Mail:


To Issuer: Name: Gracye Cheng Corporation: GoodRx Holdings, Inc. Address: 2701 Olympic Blvd suite 200, Santa Monica CA 90403 Telephone: (855) 268-2822 Fax: E-Mail:	Copies to: Name: Corporation Address: Telephone: Fax: E-Mail:


To: MSSB 10b5-1 Preset Diversification Program Department Primary Contact: Meghan Carrasquillo Alternate Contact: Pdpdesk Address: 1 New York Plaza, 38th Floor New York, NY 10004 Telephone: Fax: E-mail:	Copies to: MSSB Financial Advisor Primary Contact: Tyler Needman Alternate Contact: Robert Tjan Ops Manager: Address: 216 Lorton Avenue Burlingame, CA 94010 Telephone: Fax: E-mail:

This Part I is an integral part of this Plan entered into by the Seller with MSSB and is subject to the terms and conditions

set forth therein.

Page 3

PART II

Trade Schedule A – Notice and Authorization of Exercise of Stock Options and Sale of Underlying Stock.

Instructions: May not be applicable for some plans. For use by any seller who wishes to sell shares obtained upon

the exercise of stock options. When applicable, to be completed by MSSB and reviewed by the Seller. This Trade

Schedule will be provided to the Issuer as Notice of the intention to exercise stock options.


Name of Seller: CH 2024 GRAT	Name of Issuer: GoodRx Holdings, Inc._______

I understand that it is my responsibility to ensure that my employee stock options (the “Options”) will be vested prior to the

purchase of shares (the “Shares”) of Class A common stock of the Issuer upon exercising the options and will be vested prior

to their associated sale periods listed below and will not expire before such sale periods. I also acknowledge responsibility for

notifying MSSB in the event of an expiration of the Options under the Issuer’s stock option plan that will prevent the occurrence

of one or more transactions listed below. If I authorize the exercise of more than one vested Option grant at the same limit

price, the Options will be exercised in the order listed below. I further acknowledge that in the event Options cannot be

exercised and the corresponding Shares cannot be sold for any reason, including the occurrence of a suspension pursuant to

this Plan, the term of this Plan will not be affected thereby and will end on the originally scheduled Plan End Date. I represent

that the information below is accurate.

IN ADDITION TO THE COOLING-OFF PERIOD REQUIRED BY RULE 10b5-1(c)(1)(ii)(B), THE ISSUER MAY IMPOSE AN

ADDITIONAL PERIOD OF TIME WHICH MUST ELAPSE BEFORE TRADING MAY COMMENCE UNDER THIS PLAN.

The following shall constitute my irrevocable direction and authorization to exercise the Options and sell the Shares

as follows:

*** INFORMATION ON GRID MUST BE TYPED ***


(a) Date of Grant	(b) Grant ID	(c) Strike Price	(d) Option Vest Date	(e) Option Expiration Date	(f)Sale Period(s)		(g) Number of Shares to be Sold	(h) Limit Price
(a) Date of Grant	(b) Grant ID	(c) Strike Price	(d) Option Vest Date	(e) Option Expiration Date	Start Date	End Date	(g) Number of Shares to be Sold	(h) Limit Price

Note: Insert additional rows as necessary.


“No Sale” Periods (if any)
Start Date	End Date

The maximum number of Shares to be sold under this Trade Schedule A is N/A.

Page 4

1.I hereby irrevocably authorize the Issuer to deliver Shares through the Depository Trust Company (DTC) to Morgan

Stanley Smith Barney LLC - DTC#: 015

Deliver to Account #: XXX -XXX

2.I hereby authorize MSSB or its affiliates, as applicable, to wire a cash amount sufficient to cover the cost of the

exercise and any withholding taxes due to either the Issuer or, if applicable, the Issuer’s outside stock option plan

administrator upon the exercise of any Options exercised and underlying Shares sold pursuant to this Plan.

Instructions for Trade Schedule A:

•Please list all Options to be exercised and sold in the order of proposed exercise and sale. If a specific grant is not

attributed to each individual Sale Period, Options will be exercised in the order that the grants are listed above.