Form 8-K

8-K — GoodRx Holdings, Inc.

Accession: 0001809519-26-000110

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001809519

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gdrx-20260506.htm (Primary)

EX-99.1 (gdrxq126-exx991pressrelease.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gdrx-20260506.htm · Sequence: 1

gdrx-20260506

0001809519FALSE2701 Olympic BoulevardSanta MonicaCalifornia00018095192026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 6, 2026

________________________________________

GoodRx Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________________

Delaware

001-39549

47-5104396

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2701 Olympic Boulevard

Santa Monica, California

90404

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 268-2822

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per

GDRX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2026, GoodRx Holdings, Inc. (the “Company”) announced the Company’s financial results for the three months

ended March 31, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit

99.1 to this report.

The information in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of

that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or

the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

99.1*

Press Release, dated May 6, 2026.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

*Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned thereunto duly authorized.

GOODRX HOLDINGS, INC.

Date:

May 6, 2026

By:

/s/ Christopher McGinnis

Christopher McGinnis

Chief Financial Officer & Treasurer

EX-99.1

Filename: gdrxq126-exx991pressrelease.htm · Sequence: 2

GDRX Q1'26 - EX-99.1 (Press Release)

Exhibit 99.1

GOODRX REPORTS FIRST QUARTER 2026 RESULTS

Pharma Direct Revenue Increased 82% Year-Over-Year in the First Quarter

Company Raises Full Year 2026 Revenue and Adjusted EBITDA Expectations

SANTA MONICA, Calif. -- (May 6, 2026) -- GoodRx Holdings, Inc. (Nasdaq: GDRX) ("we," "us," "our," “GoodRx,” or the

“Company”), the leading platform for medication savings in the U.S., has released its financial results for the first quarter of

2026.

First Quarter 2026 Highlights

•Revenue of $194.0 million

•Net income of $1.2 million; Net income margin of 0.6%

•Adjusted Net Income1 of $23.0 million; Adjusted Net Income Margin1 of 11.9%

•Adjusted EBITDA1 of $58.3 million; Adjusted EBITDA Margin1 of 30.0%

•Net cash provided by operating activities of $11.8 million

“We delivered a strong start to the year, with continued momentum across our strategic growth priorities,” said Wendy

Barnes, President and Chief Executive Officer of GoodRx. “Our results demonstrate that the strategy we laid out last quarter

is working and that we are building a sustainable value proposition. We believe that momentum is driving durable growth

and increasing value for consumers and our partners.”

1.Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Net Income Margin are non-GAAP financial measures and are presented for

supplemental informational purposes only. Adjusted EBITDA Margin and Adjusted Net Income Margin are defined as Adjusted EBITDA and Adjusted Net

Income, respectively, divided by Adjusted Revenue. Refer to the Non-GAAP Financial Measures section below for definitions, additional information, and

reconciliations to the most directly comparable GAAP measures.

First Quarter 2026 Financial Overview (all comparisons are made to the same period of the prior year unless otherwise

noted):

Revenue decreased 4% to $194.0 million compared to $203.0 million.

Prescription transactions revenue decreased 24% to $113.7 million compared to $148.9 million, primarily driven by a

decrease in the number of our Monthly Active Consumers due to the broader changes in the retail pharmacy landscape

including store closures, volume reduction in one of our integrated savings programs, as well as lower unit economics which

we expect to continue in the near-term as we made deliberate decisions to favor long-term durability and certainty.

Subscription revenue increased 16% to $24.4 million compared to $21.0 million, primarily driven by the introduction of our

condition-specific subscription programs beginning in the second quarter of 2025 and a related increase in the number of

subscription plans.

Pharma Direct (formally GoodRx Pharma Direct) revenue increased 82% to $52.2 million compared to $28.6 million, driven

by organic growth as we continued to expand our market penetration with pharma manufacturers and other customers, in

particular consumer direct pricing.

Net income was $1.2 million compared to $11.1 million. Net income margin was 0.6% compared to 5.4%. Adjusted Net

Income1 was $23.0 million compared to $34.4 million.

Adjusted EBITDA1 was $58.3 million compared to $69.8 million. Adjusted EBITDA Margin1 was 30.0% compared to 34.4%.

Cash Flow and Capital Allocation

Net cash provided by operating activities in the first quarter was $11.8 million compared to $9.4 million in the comparable

period last year. As of March 31, 2026, we had cash and cash equivalents of $235.7 million and total outstanding debt of

$493.8 million.

We are focused on a disciplined approach to capital allocation, centered on furthering our mission and creating stockholder

value. Our capital allocation priorities are investing for profitable growth, paying down debt, buying back shares, and M&A

that aligns with our strategic priorities. These capital allocation priorities support our long-term growth strategy while also

providing flexibility to navigate near-term challenges.

Exhibit 99.1

Share Repurchases

During the first quarter of 2026, we repurchased 5.5 million shares of Class A common stock for an aggregate of $12.6

million. As of March 31, 2026, we had $60.2 million of unused authorized share repurchase capacity under our $450.0

million share repurchase program, which does not have an expiration date.

Guidance

For the full year 2026, management is anticipating the following:

$ in millions

FY 2026

FY 2025

YoY Change

Revenue

$765 - $785

$796.9

(4%) - (1%)

Adjusted EBITDA2

> $235

“We exceeded our expectations in the first quarter, driven by strong execution across the business,” said Chris McGinnis,

Chief Financial Officer and Treasurer of GoodRx. “Pharma Direct revenue grew 82% year-over-year and subscription

revenue increased 16%. We are raising our full year guidance and remain focused on sustaining growth and maintaining

strong margins.”

2.Adjusted EBITDA is a non-GAAP financial measure and is presented for supplemental informational purposes only. We have not reconciled our Adjusted

EBITDA guidance to GAAP net income or loss because we do not provide guidance for such GAAP measure due to the uncertainty and potential variability of

stock-based compensation expense, acquired intangible assets and related amortization and income taxes, which are reconciling items between Adjusted

EBITDA and the most directly comparable GAAP measure. Because such items cannot be provided without unreasonable efforts, we are unable to provide a

reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure. However, such items could have a significant impact on our

future GAAP net income or loss.

Investor Conference Call and Webcast

GoodRx management will host a conference call and webcast tomorrow, May 7, 2026, at 5:00 a.m. Pacific Time (8:00 a.m.

Eastern Time) to discuss the results and the Company’s business outlook.

To access the conference call, please pre-register using the following link:

https://register-conf.media-server.com/register/BI03d8d43b2f3b41dda5af69771ca7887a

Registrants will receive a confirmation with dial-in details and a unique passcode required to join.

The call will also be webcast live on the Company’s investor relations website at https://investors.goodrx.com, where

accompanying materials will be posted prior to the conference call.

Approximately one hour after completion of the live call, an archived version of the webcast will be available on the

Company’s investor relations website at https://investors.goodrx.com for at least 30 days.

Exhibit 99.1

About GoodRx

GoodRx is the leading platform for medication savings in the U.S., used by nearly 25 million consumers and over one million

healthcare professionals annually. Uniquely situated at the center of the healthcare ecosystem, GoodRx connects

consumers, healthcare professionals, payers, pharmacy benefit managers, pharmaceutical manufacturers, and retail

pharmacies to make saving on medications easier. By reducing friction and inefficiencies, GoodRx helps consumers save

time and money when filling prescriptions so they can get the care they deserve. Since 2011, GoodRx has helped

Americans save over $100 billion on the cost of their medications.

GoodRx periodically posts information that may be important to investors on its investor relations website at https://

investors.goodrx.com. We intend to use our website as a means of disclosing material non-public information and for

complying with our disclosure obligations under Regulation FD. Accordingly, investors and potential investors are

encouraged to consult GoodRx’s website regularly for important information, in addition to following GoodRx’s press

releases, filings with the Securities and Exchange Commission and public conference calls and webcasts. The information

contained on, or that may be accessed through, GoodRx’s website is not incorporated by reference into, and is not a part of,

this press release.

Investor Contact

GoodRx

Aubrey Reynolds

ir@goodrx.com

Press Contact

GoodRx

Lauren Casparis

lcasparis@goodrx.com

Exhibit 99.1

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. All statements contained in this press release that do not relate to matters of historical fact should be considered

forward-looking statements, including without limitation statements regarding our future results of operations and financial

position, industry and business trends, including uncertainty in the macro environment, the impact of trends impacting retail

pharmacies on our future financial results, the potential impact of the new government sponsored direct-to-consumer

platform called “TrumpRx.gov” and other evolving federal initiatives on our business, our value proposition, our business

strategy and our ability to execute on our strategic priorities including expanding manufacturer partnerships, growing

differentiated subscription offerings and strengthening retail relationships, our plans, market opportunity, ability to preserve

margin strength and long-term growth prospects, our capital allocation priorities, Pharma Direct as the future key growth

driver of our business, and the future of prescription access. These statements are neither promises nor guarantees, but

involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance

or achievements to be materially different from any future results, performance or achievements expressed or implied by the

forward-looking statements, including, but not limited to, risks related to our limited operating history and early stage of

growth; our recent growth rates may not be sustainable or indicative of future growth; our ability to achieve broad market

education and change consumer purchasing habits; our general ability to continue to attract, acquire and retain consumers

in a cost-effective manner; our significant reliance on our prescription transactions offering and ability to expand our

offerings; changes in medication pricing and the significant impact of pricing structures negotiated by industry participants;

our general inability to control the categories and types of prescriptions for which we can offer savings or discounted prices;

our reliance on a limited number of industry participants, including pharmacy benefit managers, pharmacies, and pharma

manufacturers; the competitive nature of our industry; risks related to pandemics, epidemics, or outbreak of infectious

disease; the accuracy of our estimate of our addressable market and other operational metrics; our ability to respond to

changes in the market for prescription pricing and to maintain and expand the use of GoodRx codes; our ability to maintain

positive perception of our platform or maintain and enhance our brand; risks related to any failure to maintain effective

internal control over financial reporting; risks related to use of social media, emails, text messages, and other messaging

channels as part of our marketing strategy; our dependence on our information technology systems and those of our third-

party vendors, and risks related to any failure or significant disruptions thereof; risks related to government regulation of the

internet, e-commerce, consumer data and privacy, information technology, and cybersecurity; risks related to the use of AI

and machine learning in our business; risks related to a decrease in consumer willingness to receive correspondence or any

technical, legal, or any other restrictions to send such correspondence; risks related to any failure to comply with applicable

data protection, privacy and security, advertising and consumer protection laws, regulations, standards, and other

requirements; our ability to utilize our net operating loss carryforwards and certain other tax attributes; the risk that we may

be unable to realize expected benefits from our restructuring and cost reduction efforts; our ability to attract, develop,

motivate and retain well-qualified employees; risks related to our acquisition strategy; risks related to our debt arrangements;

interruptions or delays in service on our apps or websites or any undetected errors or design faults; our reliance on third-

party platforms to distribute our platform and offerings, including software as-a-service technologies; systems failures or

other disruptions in the operations of these parties on which we depend; risks related to climate change; risks associated

with environmental sustainability and social initiatives; risks related to our intellectual property; risks related to operating in

the healthcare industry; risks related to our organizational structure; litigation related risks; our ability to accurately forecast

revenue and appropriately plan our expenses in the future; risks related to general economic factors, natural disasters, or

other unexpected events; risks related to fluctuations in our tax obligations and effective income tax rate which could

materially and adversely affect our results of operations; risks related to the healthcare reform legislation and other proposed

or future changes impacting the healthcare industry and healthcare spending, including the new platform TrumpRx, which

may adversely affect our business, financial condition and results of operations; as well as the other important factors

discussed in the section entitled “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31,

2025 and in our other filings with the Securities and Exchange Commission. The forward-looking statements in this press

release are based upon information available to us as of the date of this press release, and while we believe such

information forms a reasonable basis for such statements, such information may be limited or incomplete, and our

statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially

available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely

upon these statements. While we may elect to update such forward-looking statements at some point in the future, we

disclaim any obligation to do so, even if subsequent events cause our views to change.

Exhibit 99.1

Key Operating Metrics

Monthly Active Consumers (MACs) refers to the number of unique consumers who have used a GoodRx code to purchase a

prescription medication in a given calendar month and have saved money compared to the list price of the medication. A

unique consumer who uses a GoodRx code more than once in a calendar month to purchase prescription medications is

only counted as one Monthly Active Consumer in that month. A unique consumer who uses a GoodRx code in two or three

calendar months within a quarter will be counted as a Monthly Active Consumer in each such month. Monthly Active

Consumers do not include subscribers to our subscription offerings, consumers of our Pharma Direct offering, or consumers

who use our telehealth offering. When presented for a period longer than a month, Monthly Active Consumers are averaged

over the number of calendar months in such period. Monthly Active Consumers from acquired companies are only included

beginning in the first full quarter following the acquisition. Effective January 1, 2025, Monthly Active Consumers from

acquired companies are included beginning from the acquisition date. Prior to January 1, 2025, Monthly Active Consumers

from acquired companies were only included beginning in the first full quarter following the acquisition. As our business

continues to evolve, we are reassessing the Monthly Active Consumers metric as a primary indicator of performance to

ensure it aligns with how we measure growth and profitability.

Subscription plans represent the ending subscription plan balance across our subscription offerings, GoodRx Gold,

condition-specific related subscription programs (first launched in June 2025), and RxSmartSaver+ powered by GoodRx

(launched in July 2025). For GoodRx Gold and RxSmartSaver+, each subscription plan may represent more than one

subscriber since family subscription plans may include multiple members.

Three Months Ended

(in millions)

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

March 31,

2025

Monthly Active Consumers

5.3

5.4

5.7

6.4

As of

(in thousands)

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

March 31,

2025

Subscription plans

717

674

671

668

680

Exhibit 99.1

GoodRx Holdings, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except par values)

March 31, 2026

December 31, 2025

Assets

Current assets

Cash and cash equivalents

$235,710

$261,820

Accounts receivable, net

232,721

235,746

Prescription reimbursement assets

753,530

98,331

Prepaid expenses and other current assets

44,507

47,205

Total current assets

1,266,468

643,102

Property and equipment, net

11,742

12,268

Goodwill

430,331

Intangible assets, net

61,167

64,082

Capitalized software, net

140,191

139,261

Operating lease right-of-use assets, net

28,748

28,808

Deferred tax assets, net

53,042

57,111

Other assets

29,562

29,095

Total assets

$2,021,251

$1,404,058

Liabilities and stockholders' equity

Current liabilities

Accounts payable

$14,525

$19,405

Prescription reimbursement liabilities

750,978

130,139

Accrued expenses and other current liabilities

83,719

86,705

Current portion of debt

5,000

Operating lease liabilities, current

4,976

4,753

Total current liabilities

859,198

246,002

Debt, net

482,422

483,264

Operating lease liabilities, net of current portion

48,953

49,789

Other liabilities

8,692

8,741

Total liabilities

1,399,265

787,796

Stockholders' equity

Preferred stock, $0.0001 par value

—

Common stock, $0.0001 par value

Additional paid-in capital

2,031,357

2,026,802

Accumulated deficit

(1,409,405)

(1,410,574)

Total stockholders' equity

621,986

616,262

Total liabilities and stockholders' equity

$2,021,251

$1,404,058

Exhibit 99.1

GoodRx Holdings, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share amounts)

Three Months Ended March 31,

2026

2025

Revenue

$194,006

$202,970

Costs and operating expenses:

Cost of revenue, exclusive of depreciation and amortization presented

separately below

20,156

13,364

Product development and technology

30,177

31,142

Sales and marketing

81,053

84,542

General and administrative

26,819

29,630

Depreciation and amortization

21,792

20,912

Total costs and operating expenses

179,997

179,590

Operating income

14,009

23,380

Other expense, net:

Interest income

1,397

3,932

Interest expense

(9,767)

(10,644)

Total other expense, net

(8,370)

(6,712)

Income before income taxes

5,639

16,668

Income tax expense

(4,470)

(5,616)

Net income

$1,169

$11,052

Earnings per share:

Basic

$0.00

$0.03

Diluted

$0.00

$0.03

Weighted average shares used in computing earnings per share:

Basic

340,531

379,196

Diluted

341,424

379,656

Stock-based compensation included in costs and operating expenses:

Cost of revenue

$52

$100

Product development and technology

4,208

5,670

Sales and marketing

4,249

5,882

General and administrative

8,000

7,522

Exhibit 99.1

GoodRx Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities

Net income

$1,169

$11,052

Adjustments to reconcile net income to net cash provided by operating

activities:

Depreciation and amortization

21,792

20,912

Amortization of debt issuance costs and discounts

462

430

Non-cash operating lease expense

925

1,086

Stock-based compensation expense

16,509

19,174

Deferred income taxes

4,069

—

Loss on operating lease asset

—

4,409

Other

798

286

Changes in operating assets and liabilities:

Accounts receivable

3,025

(14,183)

Prescription reimbursement assets (1)

(655,199)

(14,391)

Prepaid expenses and other assets (1)

2,177

904

Accounts payable

(4,945)

286

Prescription reimbursement liabilities (1)

620,839

(8,520)

Accrued expenses and other current liabilities (1)

1,744

(10,559)

Operating lease liabilities

(1,478)

(1,628)

Other liabilities

(49)

155

Net cash provided by operating activities

11,838

9,413

Cash flows from investing activities

Purchase of property and equipment

(1,136)

(142)

Acquisition

—

(30,000)

Capitalized software

(20,508)

(21,734)

Net cash used in investing activities

(21,644)

(51,876)

Cash flows from financing activities

Payments on long-term debt

(1,250)

Repurchases of Class A common stock

(12,567)

(99,897)

Proceeds from exercise of stock options

Employee taxes paid related to net share settlement of equity awards

(2,582)

(3,757)

Net cash used in financing activities

(16,304)

(104,902)

Net change in cash and cash equivalents

(26,110)

(147,365)

Cash and cash equivalents

Beginning of period

261,820

448,346

End of period

$235,710

$300,981

_____________________________________________________

(1)Prior to December 31, 2025, prescription reimbursement assets were presented as a component of prepaid

expenses and other current assets, and prescription reimbursement liabilities as a component of accrued expenses

and other current liabilities. Prior period amounts have been reclassified to conform to the current period

presentation. These reclassifications had no impact on previously reported cash flows provided by operating

activities.

Exhibit 99.1

For the first quarters of 2026 and 2025, revenue comprised of the following:

(in thousands)

Three Months Ended March 31,

2026

2025

Prescription transactions revenue

$113,692

$148,923

Subscription revenue

24,393

21,017

Pharma Direct revenue

52,230

28,648

Other revenue

3,691

4,382

Total revenue

$194,006

$202,970

Exhibit 99.1

Non-GAAP Financial Measures

Adjusted Revenue and metrics presented as a percentage of Adjusted Revenue, Adjusted EBITDA, Adjusted EBITDA

Margin, Adjusted Net Income, Adjusted Net Income Margin, and Adjusted Earnings Per Share are supplemental measures of

our performance that are not required by, or presented in accordance with, U.S. GAAP. We also present each cost and

operating expense on our condensed consolidated statements of operations on an adjusted basis to arrive at adjusted

operating income. Collectively, we refer to these non-GAAP financial measures as our “Non-GAAP Measures."

We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated with

restructuring related activities. We exclude these costs from revenue because we believe they are not indicative of past or

future underlying performance of the business. For the current period and full year of 2025, revenue was equal to Adjusted

Revenue. In addition, we expect revenue for the full year of 2026 to equal Adjusted Revenue.

We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and

amortization, and as further adjusted for, as applicable for the periods presented, acquisition related expenses, stock-based

compensation expense, payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing

related expenses, loss on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of

business, and other income or expense, net. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of

Adjusted Revenue.

We define Adjusted Net Income for a particular period as net income or loss adjusted for, as applicable for the periods

presented, amortization of intangibles related to acquisitions and restructuring activities, acquisition related expenses, stock-

based compensation expense, payroll tax expense related to stock-based compensation, loss on extinguishment of debt,

financing related expenses, loss on operating lease assets, restructuring related expenses, legal settlement expenses, gain

on sale of business, other income or expense, net, and as further adjusted for estimated income tax on such adjusted items.

Our adjusted taxes also excludes (i) the valuation allowance recorded against certain of our net deferred tax assets that was

recognized in accordance with GAAP and any subsequent releases of the valuation allowance, and (ii) all tax benefits/

expenses resulting from excess tax benefits/deficiencies in connection with stock-based compensation. Adjusted Net

Income Margin represents Adjusted Net Income as a percentage of Adjusted Revenue.

Adjusted Earnings Per Share is Adjusted Net Income attributable to common stockholders divided by weighted average

number of shares. The weighted average shares we use in computing Adjusted Earnings Per Share – basic is equal to our

GAAP weighted average shares – basic and the weighted average shares we use in computing Adjusted Earnings Per

Share – diluted is equal to either GAAP weighted average shares – basic or GAAP weighted average shares – diluted,

depending on whether we have adjusted net loss or adjusted net income, respectively.

We also assess our performance by evaluating each cost and operating expense on our condensed consolidated

statements of operations on a non-GAAP, or adjusted, basis to arrive at adjusted operating income. The adjustments to

these cost and operating expense items include, as applicable for the periods presented, acquisition related expenses,

amortization of intangibles related to acquisitions and restructuring activities, stock-based compensation expense, payroll

tax expense related to stock-based compensation, financing related expenses, restructuring related expenses, legal

settlement expenses, loss on operating lease assets, and gain on sale of business. Adjusted operating income is Adjusted

Revenue less non-GAAP costs and operating expenses.

We believe our Non-GAAP Measures are helpful to investors, analysts and other interested parties because they assist in

providing a more consistent and comparable overview of our operations across our historical financial periods. Adjusted

Revenue, Adjusted EBITDA, and Adjusted EBITDA Margin are also key measures we use to assess our financial

performance and are also used for internal planning and forecasting purposes. In addition, Adjusted Revenue, Adjusted

EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Earnings Per Share are frequently used by analysts,

investors and other interested parties to evaluate and assess performance.

The Non-GAAP Measures are presented for supplemental informational purposes only and should not be considered as

alternatives or substitutes to financial information presented in accordance with GAAP. These measures have certain

limitations in that they do not include the impact of certain costs that are reflected in our condensed consolidated statements

of operations that are necessary to run our business. Other companies, including other companies in our industry, may not

use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as

comparative measures.

Exhibit 99.1

The following table presents a reconciliation of net income, the most directly comparable financial measure calculated in

accordance with GAAP, to Adjusted EBITDA, and presents net income margin, the most directly comparable financial

measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:

(dollars in thousands)

Three Months Ended

March 31,

2026

2025

Net income

$1,169

$11,052

Adjusted to exclude the following:

Interest income

(1,397)

(3,932)

Interest expense

9,767

10,644

Income tax expense

4,470

5,616

Depreciation and amortization

21,792

20,912

Acquisition related expenses

252

Restructuring related expenses

5,286

1,219

Stock-based compensation expense

16,509

19,174

Payroll tax expense related to stock-based compensation

422

685

Loss on operating lease asset

—

4,409

Adjusted EBITDA

$58,270

$69,805

Revenue

$194,006

$202,970

Net income margin

0.6%

5.4%

Adjusted EBITDA Margin

30.0%

34.4%

Exhibit 99.1

The following tables present a reconciliation of net income and calculations of net income margin and earnings per share,

the most directly comparable financial measures calculated in accordance with GAAP, to Adjusted Net Income, Adjusted Net

Income Margin, and Adjusted Earnings Per Share, respectively:

(dollars in thousands, except per share amounts)

Three Months Ended March 31,

2026

2025

Net income

$1,169

$11,052

Adjusted to exclude the following:

Amortization of intangibles related to acquisitions and restructuring related

activities

2,915

2,793

Acquisition related expenses

252

Restructuring related expenses

5,286

1,219

Stock-based compensation expense

16,509

19,174

Payroll tax expense related to stock-based compensation

422

685

Loss on operating lease asset

—

4,409

Income tax effects of excluded items and adjustments for valuation allowance

and excess tax benefits/deficiencies from equity awards

(3,504)

(4,995)

Adjusted Net Income

$23,049

$34,363

Revenue

$194,006

$202,970

Net income margin

0.6%

5.4%

Adjusted Net Income Margin

11.9%

16.9%

Weighted average shares used in computing earnings per share:

Basic

340,531

379,196

Diluted

341,424

379,656

Earnings per share:

Basic

$0.00

$0.03

Diluted

$0.00

$0.03

Weighted average shares used in computing Adjusted Earnings Per Share:

Basic

340,531

379,196

Diluted

341,424

379,656

Adjusted Earnings Per Share:

Basic

$0.07

$0.09

Diluted

$0.07

$0.09

Exhibit 99.1

The following table presents (i) each non-GAAP, or adjusted, cost and expense and operating income measure together with

its most directly comparable financial measure calculated in accordance with GAAP; and (ii) each adjusted cost and

expense and adjusted operating income as a percentage of Adjusted Revenue together with each GAAP cost and expense

and operating income as a percentage of revenue, the most directly comparable financial measure calculated in accordance

with GAAP:

(dollars in thousands)

GAAP

Adjusted

Three Months Ended

March 31,

Three Months Ended

March 31,

2026

2025

2026

2025

Cost of revenue

$20,156

$13,364

$20,084

$13,258

% of Revenue

10%

Product development and technology

$30,177

$31,142

$22,829

$23,990

% of Revenue

16%

15%

12%

Sales and marketing

$81,053

$84,542

$75,084

$78,404

% of Revenue

42%

39%

General and administrative

$26,819

$29,630

$17,739

$17,513

% of Revenue

14%

15%

Depreciation and amortization

$21,792

$20,912

$18,877

$18,119

% of Revenue

11%

10%

Operating income

$14,009

$23,380

$39,393

$51,686

% of Revenue

12%

20%

25%

Exhibit 99.1

The following table presents a reconciliation of each non-GAAP, or adjusted, cost and expense and operating income

measure to its most directly comparable financial measure calculated in accordance with GAAP:

(dollars in thousands)

Three Months Ended March 31,

2026

2025

Cost of revenue

$20,156

$13,364

Acquisition related expenses

(19)

—

Restructuring related expenses

—

(2)

Stock-based compensation expense

(52)

(100)

Payroll tax expense related to stock-based compensation

(1)

(4)

Adjusted cost of revenue

$20,084

$13,258

Product development and technology

$30,177

$31,142

Acquisition related expenses

(86)

—

Restructuring related expenses

(2,872)

(1,109)

Stock-based compensation expense

(4,208)

(5,670)

Payroll tax expense related to stock-based compensation

(182)

(373)

Adjusted product development and technology

$22,829

$23,990

Sales and marketing

$81,053

$84,542

Acquisition related expenses

(147)

—

Restructuring related expenses

(1,479)

(87)

Stock-based compensation expense

(4,249)

(5,882)

Payroll tax expense related to stock-based compensation

(94)

(169)

Adjusted sales and marketing

$75,084

$78,404

General and administrative

$26,819

$29,630

Acquisition related expenses

—

(26)

Restructuring related expenses

(935)

(21)

Stock-based compensation expense

(8,000)

(7,522)

Payroll tax expense related to stock-based compensation

(145)

(139)

Loss on operating lease asset

—

(4,409)

Adjusted general and administrative

$17,739

$17,513

Depreciation and amortization

$21,792

$20,912

Amortization of intangibles related to acquisitions and restructuring related activities

(2,915)

(2,793)

Adjusted depreciation and amortization

$18,877

$18,119

Operating income

$14,009

$23,380

Amortization of intangibles related to acquisitions and restructuring related activities

2,915

2,793

Acquisition related expenses

252

Restructuring related expenses

5,286

1,219

Stock-based compensation expense

16,509

19,174

Payroll tax expense related to stock-based compensation

422

685

Loss on operating lease asset

—

4,409

Adjusted operating income

$39,393

$51,686

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