GoodRx Amends Credit Agreement, Appoints Bansi Nagji as New CFO

TL;DR

**GoodRx just amended its credit agreement and brought in Bansi Nagji as the new CFO with a sweet compensation package!**

AI Summary

GoodRx Holdings, Inc. entered into a Fifth Amendment to its Credit Agreement on February 20, 2024, with the lenders and administrative agent, modifying certain terms. Concurrently, the company appointed Bansi Nagji as its new Chief Financial Officer, effective February 23, 2024, with an annual base salary of $500,000 and eligibility for an annual target bonus of 75% of his base salary. Nagji also received a one-time sign-on bonus of $250,000 and a restricted stock unit (RSU) award valued at $3,000,000.

Why It Matters

The amendment to the credit agreement could impact GoodRx's financial flexibility and debt obligations, while the appointment of a new CFO signals a change in financial leadership and strategic direction.

Risk Assessment

Risk Level: medium — Changes in credit agreements can alter financial obligations, and a new CFO, while potentially positive, introduces a period of transition and uncertainty.

Key Numbers

• $500,000 — CFO Base Salary (Bansi Nagji's annual base salary)
• 75% — CFO Target Bonus (Bansi Nagji's annual target bonus percentage)
• $250,000 — CFO Sign-on Bonus (Bansi Nagji's one-time sign-on bonus)
• $3,000,000 — CFO RSU Award (Value of Bansi Nagji's restricted stock unit award)

Key Players & Entities

• GoodRx Holdings, Inc. (company) — Registrant
• Bansi Nagji (person) — New Chief Financial Officer
• $500,000 (dollar_amount) — Annual base salary for Bansi Nagji
• 75% (dollar_amount) — Annual target bonus percentage for Bansi Nagji
• $250,000 (dollar_amount) — One-time sign-on bonus for Bansi Nagji
• $3,000,000 (dollar_amount) — Value of RSU award for Bansi Nagji
• February 20, 2024 (date) — Date of Fifth Amendment to Credit Agreement
• February 23, 2024 (date) — Effective date of Bansi Nagji's appointment

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share GDRX The Nasdaq Sto
• $100.0 million — things, extend the maturity date of its $100.0 million revolving credit facility thereunder fr
• $500,000 — e Date cash severance payments of (i) $500,000, representing 12 months of Mr. Beri's b
• $134,000 — rmance bonus amount for 2024, and (iii) $134,000, representing the balance of Mr. Beri's
• $375,000 — a discretionary cash bonus payment of $375,000 immediate vesting of Mr. Beri's unvest
• $5.94 — A common stock at an exercise price of $5.94 per share (the "Accelerated Options")
• $5.53 — A common stock at an exercise price of $5.53 per share and company-reimbursed COBRA

Filing Documents

• gdrx-8xkxcafifthamendmenta.htm (8-K) — 33KB
• exhibit101-goodrx5thamxfif.htm (EX-10.1) — 100KB
• exhibit102-rajberi_goodrxs.htm (EX-10.2) — 66KB
• 0001809519-24-000020.txt ( ) — 201KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On February 20, 2024, GoodRx, Inc. ("GoodRx"), an indirect wholly-owned subsidiary of GoodRx Holdings, Inc. (the "Company"), entered into the Fifth Amendment to First Lien Credit Agreement (the "Fifth Amendment"), by and among GoodRx, as borrower, GoodRx Intermediate Holdings, LLC and the other guarantors party thereto (collectively, together with GoodRx, the "Loan Parties"), Barclays Bank PLC, as administrative agent, and the lenders and other parties party thereto, in order to amend its First Lien Credit Agreement, dated as of October 12, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), to, among other things, extend the maturity date of its $100.0 million revolving credit facility thereunder from October 11, 2024 to July 11, 2025. All other material provisions of the Credit Agreement, including the terms of the Loan Parties' obligations under the Credit Agreement's term loan facility, were unchanged by the Fifth Amendment. In connection with the Fifth Amendment, GoodRx paid an extension fee equal to 0.125% of the revolving commitments of each extending revolving lender. Certain lenders party to the Credit Agreement and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company, its subsidiaries andor its affiliates. They have received, and may in the future receive, customary fees and commissions for these transactions. The foregoing descriptions of the Fifth Amendment and the changes made to the Credit Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Fifth Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registran

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . 10.1 Fifth Amendment to First Lien Credit Agreement, by and among GoodRx, Inc., as borrower, GoodRx Intermediate Holdings, LLC and the other guarantors party thereto, Barclays Bank PLC, as administrative agent, and the lenders and other parties party thereto, dated February 20, 2024 10.2 Separation Agreement Release, by and between GoodRx, Inc. and Raj Beri, dated February 22 , 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the Securities and Exchange Commission upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GOODRX HOLDINGS, INC. Date February 23, 2024 By s Karsten Voermann Name Karsten Voermann Title Chief Financial Officer

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View this 8-K filing on SEC EDGAR