GoodRx Holdings (GDRX) risk factors, FY2025 10-K

Risks Related to Our Limited Operating History and Historical Growth Rates

1. 01Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter
2. 02Our historical growth rates may not be sustainable or indicative of future growth
3. 03Our results of operations vary and may fluctuate significantly from period-to-period26% rewritten
4. 04We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy

Risks Related to Our Business

1. 05We may be unsuccessful in achieving broad market education and changing consumer purchasing habits
2. 06We may be unable to continue to attract, acquire, and retain consumers, or may fail to do so in a cost-effective manner38% rewritten
3. 07Our business is subject to changes in medication pricing and is significantly impacted by pricing structures negotiated by industry participants
4. 08We generally do not control the categories and types of prescriptions for which we can offer savings or discounted prices
5. 09We rely on a limited number of industry participants
6. 10These pharmacy chains represent a significant portion of overall prescription medication transactions in the United StatesNew
7. 11The impact of the changing retail pharmacy landscape is currently unknown, but may adversely affect our business, financial condition, and results of operations
8. 12We operate in a very competitive industry and we may fail to effectively differentiate our offerings and services from those of our competitors, which could impair our ability to attract and acquire new consumers and retain existing consumers
9. 13Our estimated addressable market is subject to inherent challenges and uncertainties. If we overestimate the size of our addressable market or the various markets in which we operate, our future growth opportunities may be limited
10. 14We calculate certain operational metrics using internal systems and tools and do not independently verify such metrics. Certain metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business
11. 15Our telehealth related products and services are dependent on our ability to maintain our relationship with our telehealth provider network, including our affiliated professional entities, and the ability of such entities to recruit qualified telehealth providers
12. 16Negative media coverage could adversely affect our business
13. 17We may be unable to successfully respond to changes in the market for prescription pricing, and may fail to maintain and expand the use of GoodRx codes through our apps and websites61% rewritten
14. 18We may be unable to maintain a positive perception regarding our platform or maintain and enhance our brandNew
15. 19Our compliance with Section 404 requires that we incur substantial costs and expend significant management efforts
16. 20Use of social media, emails, and text messages may adversely impact our reputation, subject us to fines or other penalties or be an ineffective source to market our offerings47% rewritten
17. 21The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our business, financial condition, results of operations, and prospectsNew
18. 22We rely on information technology to operate our business and maintain competitiveness, and must adapt to technological developments or industry trends
19. 23We depend on the use of information technologies and systems. As our operations grow, we must continuously improve and upgrade our systems and infrastructure while maintaining or improving the reliability and integrity of our infrastructure
20. 24We depend on our information technology systems, and those of our third-party vendors, contractors, and consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business, financial condition and results of operations56% rewritten
21. 25We use and may expand our use of AI and machine learning in our business and challenges with properly managing their use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operationsNew
22. 26We are subject to general business regulations and laws specifically governing the internet and e-commerce
23. 27Our business relies on email, mail, and other messaging channels and any technical, legal or other restrictions on the sending of such correspondence or a decrease in consumer willingness to receive such correspondence could adversely affect our business
24. 28We face the risk of litigation resulting from unauthorized text messages sent in violation of the Telephone Consumer Protection Act82% rewritten
25. 29Though we have wound down vitaCare Prescription Services, Inc.’s ("vitaCare") principal operations, vitaCare's past activities could be subject to regulation and enforcement by the federal government and the states in which vitaCare conducted its business, including state licensing of pharmacies and pharmacists100% rewritten
26. 30We may be unable to realize expected benefits from our restructuring and cost reduction efforts and our business might be adversely affectedNew
27. 31Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited
28. 32We rely on the performance of members of management and highly skilled personnel, and if we are unable to attract, develop, motivate and retain well-qualified employees, our business could be harmed
29. 33Any pandemic, endemic, or other infectious disease may adversely affect our business, results of operations, and financial condition by changing the way our consumers access healthcare and utilize our platform, or by causing us to modify our business practices
30. 34General economic factors, natural disasters, or other unexpected events may adversely affect our business, financial performance and results of operations23% rewritten
31. 35From time to time, we may pursue dispositions or other strategic transactions. Dispositions and other strategic transactions may not have the anticipated impact on our business, may negatively impact revenues and may make it difficult to generate cash flows to meet our cash requirementsNew
32. 36Restrictions in our debt arrangements could adversely affect our operating flexibility, and failure to comply with any of these restrictions could result in acceleration of our debt
33. 37Our business depends on network and mobile infrastructure and our ability to maintain and scale our technology
34. 38A key element of our strategy is to generate a significant number of visitors to, and their use of, our apps and websites
35. 39Some of our vendor agreements may be unilaterally terminated by the licensor for convenience, including with respect to services provided by Google, and if such agreements are terminated, we may not be able to enter into similar relationships in the future on reasonable terms or at all
36. 40We rely on third-party platforms such as the Apple App Store and Google Play App Store, to distribute our platform and offerings
37. 41We rely on software-as-a-service (“SaaS”) technologies from third parties
38. 42We depend on our relationships with third parties and would be adversely impacted by system failures or other disruptions in the operations of these parties
39. 43We are subject to a series of risks related to climate change59% rewritten
40. 44ESG initiatives could increase our costs, harm our reputation, and adversely impact our financial resultsNew

Risks Related to Intellectual Property

1. 45We may be unable to establish, maintain, protect, and enforce our intellectual property and proprietary rights or prevent third parties from making unauthorized use of our technology
2. 46We may be sued by third parties for infringement, misappropriation, dilution, or other violations of their intellectual property or proprietary rightsNew
3. 47Third parties have asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their intellectual property rights
4. 48Our competitors may also independently develop similar technology. Effective patent, trademark, copyright, and trade secret protection may not be available to us in every jurisdiction in which our solutions or technology are hosted or availableNew
5. 49We may be unable to continue the use of our trademarks, trade names, or domain names, or prevent third parties from acquiring and using trademarks, trade names, and domain names that infringe on, are similar to, or otherwise decrease the value of our brands, trademarks, or service marks
6. 50If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed
7. 51Issued patents covering our offerings could be found invalid or unenforceable if challenged
8. 52We utilize open source software, which may pose particular risks to our proprietary software and solutions
9. 53If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business

Risks Related to the Healthcare Industry

1. 54Our telehealth related products and services are subject to various state laws and regulations governing the provision of telehealth services
2. 55Our telehealth related products and services and relationships with our affiliated physician-owned professional entities may implicate laws governing the practice of medicine and fee-splitting68% rewritten
3. 56Congress 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 requirements46% rewritten

Risks Related to Our Organizational Structure, including Agreements and Relationships with Significant Stockholders

1. 57Our capital structure may adversely affect the trading market for our Class A common stock68% rewritten
2. 58The parties to our stockholders agreement, who hold a significant portion of our Class B common stock, control the direction of our business and such parties’ ownership of our common stock prevents you and other stockholders from influencing significant decisionsNew
3. 59Substantial future sales by the parties to our stockholders agreement or other holders of our common stock, or the perception that such sales may occur, could depress the price of our Class A common stock41% rewritten
4. 60We are a “controlled company” under the corporate governance rules of The Nasdaq Stock Market and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. You do not have the same protections afforded to stockholders of companies that are subject to such requirementsNew
5. 61Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock
6. 62Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to certain parties to our stockholders agreement and any director or stockholder who is not employed by us or our subsidiaries
7. 63We do not intend to pay dividends for the foreseeable future
8. 64We are a holding company and depend on our subsidiaries for cash to fund operations and expenses, including future dividend payments, if any

General Risk Factors

1. 65We may be unable to accurately forecast revenue and appropriately plan our expenses in the future
2. 66We may experience fluctuations in our tax obligations and effective income tax rate, which could materially and adversely affect our results of operations
3. 67We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership of our Class A common stock
4. 68Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our platform or features of our platform and offerings
5. 69We may not be able to enforce our intellectual property rights throughout the world
6. 70We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property
7. 71If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new solutions or services in the future
8. 72Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors
9. 73The stock market has recently experienced extreme price and volume fluctuations. The market prices of securities of companies have experienced fluctuations that often have been unrelated or disproportionate to their results of operations