GoodRx Holdings, Inc. filed a Form 8-K on November 2, 2026, disclosing that its Audit and Risk Committee concluded on October 27, 2026, that previously issued financial statements for the fiscal quarters ended March 31, 2026 and June 30, 2026 should no longer be relied upon due to an understatement of Pharma Direct revenue.

Key Highlights

  • Non-reliance declared: Condensed consolidated financial statements for the quarters ended March 31, 2026 and June 30, 2026 should no longer be relied upon, according to the filing.
  • Pharma Direct revenue understated: Restatement adjustments total $7,500 thousand for Q1 2026, $22,273 thousand for Q2 2026, and $29,773 thousand for the six months ended June 30, 2026.
  • Total revenue revised upward: Six-month total revenue increases from $394,417 thousand as reported to $424,190 thousand as restated, per the filing.
  • Net income impact: Six-month net income rises from $9,705 thousand as reported to $24,552 thousand as restated, according to the filing.
  • Material weaknesses expected: The company disclosed it "currently expects to report that one or more material weaknesses in internal control over financial reporting existed as of the end of each Affected Period."
  • Root cause identified: A portion of Pharma Direct revenue was not recognized during the Affected Periods in accordance with Accounting Standards Codification 606, the filing states.
  • Prior periods unaffected: The company reported it has not identified any impact to previously issued financial statements for periods prior to fiscal year 2026.

GoodRx Audit Committee Initiates Restatement of 2026 Quarterly Results

According to the filing, the Audit and Risk Committee of GoodRx Holdings, Inc. (NASDAQ:GDRX), after discussion with management and the company's independent registered public accounting firm KPMG LLP, concluded on October 27, 2026, that the company's condensed consolidated financial statements for the quarters ended March 31, 2026 and June 30, 2026 should no longer be relied upon. The committee also determined that "any previously issued or filed reports, press releases, earnings releases, and investor presentations or other communications" describing the financial statements for those periods should likewise no longer be relied upon.

The filing attributes the error to a revenue recognition issue under Accounting Standards Codification 606, specifically that a portion of Pharma Direct revenue was not recognized during each of the affected quarters when it should have been. As a result, the company disclosed upward restatement adjustments to Pharma Direct revenue of $7,500 thousand for the three months ended March 31, 2026, and $22,273 thousand for the three months ended June 30, 2026. Operating income for the six-month period is expected to increase from $37,641 thousand as reported to $57,828 thousand as restated. Basic and diluted earnings per share for the six-month period are each expected to rise by $0.04, from $0.03 as reported to $0.07 as restated. The filing notes these amounts are preliminary and remain subject to change.

The company disclosed it is assessing the impact on its internal control over financial reporting and currently expects to report one or more material weaknesses for each of the affected periods. GoodRx stated it is working to file amended Forms 10-Q for the Affected Periods "as soon as practicable." The filing contains forward-looking statements subject to the company's cautionary language, including risks related to completion of the Audit and Risk Committee review and the sufficiency of the company's internal controls.

What Was Disclosed

GoodRx Holdings disclosed a non-reliance on its Q1 and Q2 2026 financial statements due to understated Pharma Direct revenue, provided preliminary restated figures for both quarters, and indicated it expects to report one or more material weaknesses in internal controls for those periods.