Amendment: SEC Form SCHEDULE 13D/A filed by Guardian Pharmacy Services Inc.
$GRDN
Retail-Drug Stores and Proprietary Stores
Consumer Staples
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Guardian Pharmacy Services, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
40145W101 (CUSIP Number) |
Bindley Capital Partners I LLC
(Attn: William E. Bindley), 8909 Purdue Road, Suite 500
Indianapolis, IN, 46268
(317) 704-4162
(Attn: William E. Bindley), 8909 Purdue Road, Suite 500
Indianapolis, IN, 46268
(317) 704-4162
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/20/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP Number(s): | 40145W101 |
| 1 |
Name of reporting person
Bindley Capital Partners I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
INDIANA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,569,491.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Bindley Capital Partners I, LLC ("Bindley Capital") currently owns an aggregate of 4,469,316 shares of Class A common stock, par value $0.001 per share ("Class A common stock") and 12,200,350 shares of Class B common stock, par value $0.001 per share ("Class B common stock"), of Guardian Pharmacy Services, Inc. (the "Issuer"). Pursuant to the Issuer's Amended and Restated Certificate of Incorporation (the "Charter"), such shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis in substantially equal tranches on each of March 28, 2026 and September 27, 2026.
The shares reported in Rows 7, 9 and 11 in the table above represent 4,469,316 outstanding shares of Class A common stock beneficially owned by Bindley Capital, and 6,100,175 shares of Class A common stock that will be issued to Bindley Capital on March 28, 2026 upon the automatic conversion of an equal number of shares of Class B common stock on such date pursuant to the Charter. The Reporting Person is deemed to beneficially own such shares of Class A common stock pursuant to Rule 13d-3(d)(1)(i), commencing on January 27, 2026.
The percentage reflected in Row 13 in the table above is calculated based on 49,781,181 shares of Class A common stock, which consists of (i) 36,259,762 shares of Class A common stock outstanding the Issuer as of March 13, 2026, as disclosed in the Issuer's prospectus supplement filed with the SEC on March 18, 2026 (the "Prospectus"), and (ii) 13,521,419 shares of Class A common stock that will be issued upon the automatic conversion of an equal number of shares of Class B common stock on March 28, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 40145W101 |
| 1 |
Name of reporting person
William E. Bindley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,569,491.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
William E. Bindley shares voting and investment power with Thomas J. Salentine, Jr. over an aggregate of 4,469,316 shares of Class A common stock and 12,200,350 shares of Class B common stock currently owned by Bindley Capital by virtue of his position as member and officer of Bindley Capital Partners I, LLC, the manager of Bindley Capital. Pursuant to the Charter, such shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis in substantially equal tranches on each of March 28, 2026 and September 27, 2026.
The shares reported in Rows 8, 10 and 11 in the table above represent 4,469,316 outstanding shares of Class A common stock beneficially owned by Bindley Capital, and 6,100,175 shares of Class A common stock that will be issued to Bindley Capital on March 28, 2026 upon the automatic conversion of an equal number of shares of Class B common stock on such date pursuant to the Charter. The Reporting Person is deemed to beneficially own such shares of Class A common stock pursuant to Rule 13d-3(d)(1)(i), commencing on January 27, 2026.
The percentage reflected in Row 13 in the table above is calculated based on 49,781,181 shares of Class A common stock, which consists of (i) 36,259,762 shares of Class A common stock outstanding the Issuer as of March 13, 2026, as disclosed in the Prospectus, and (ii) 13,521,419 shares of Class A common stock that will be issued upon the automatic conversion of an equal number of shares of Class B common stock on March 28, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 40145W101 |
| 1 |
Name of reporting person
Thomas J. Salentine, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,605,205.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Thomas J. Salentine, Jr. directly owns 35,714 shares of Class A common stock. Mr. Salentine, Jr. also shares voting and investment power with William E. Bindley over an aggregate of 4,469,316 shares of Class A common stock and 12,200,350 shares of Class B common stock currently owned by Bindley Capital by virtue of his position as member and officer of Bindley Capital Partners I, LLC, the manager of Bindley Capital. Pursuant to the Charter, such shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis in substantially equal tranches on each of March 28, 2026 and September 27, 2026.
The shares reported in Rows 7 and 9 in the table above represent 35,714 shares of Class A common stock directly owned by Mr. Salentine, Jr. The shares reported in Rows 8 and 10 represent 4,469,316 outstanding shares of Class A common stock beneficially owned by Bindley Capital, and 6,100,175 shares of Class A common stock that will be issued to Bindley Capital on March 28, 2026 upon the automatic conversion of an equal number of shares of Class B common stock on such date pursuant to the Charter. The Reporting Person is deemed to beneficially own such shares of Class A common stock pursuant to Rule 13d-3(d)(1)(i), commencing on January 27, 2026.
The percentage reflected in Row 13 in the table above is calculated based on 49,781,181 shares of Class A common stock, which consists of (i) 36,259,762 shares of Class A common stock outstanding the Issuer as of March 13, 2026, as disclosed in the Prospectus, and (ii) 13,521,419 shares of Class A common stock that will be issued upon the automatic conversion of an equal number of shares of Class B common stock on March 28, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 40145W101 |
| 1 |
Name of reporting person
Pharmacy Investors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
INDIANA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,449,867.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Pharmacy Investors, LLC ("Pharmacy Investors") currently owns an aggregate of 1,035,928 shares of Class A common stock and 2,827,878 shares of Class B common stock. Pursuant to the Charter, such shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis in substantially equal tranches on each of March 28, 2026 and September 27, 2026.
The shares reported in Rows 7, 9 and 11 in the table above represent 1,035,928 outstanding shares of Class A common stock beneficially owned by Pharmacy Investors, and 1,413,939 shares of Class A common stock that will be issued to Pharmacy Investors on March 28, 2026 upon the automatic conversion of an equal number of shares of Class B common stock on such date pursuant to the Charter. The Reporting Person is deemed to beneficially own such shares of Class A common stock pursuant to Rule 13d-3(d)(1)(i), commencing on January 27, 2026.
The percentage reflected in Row 13 in the table above is calculated based on 49,781,181 shares of Class A common stock, which consists of (i) 36,259,762 shares of Class A common stock outstanding the Issuer as of March 13, 2026, as disclosed in the Prospectus, and (ii) 13,521,419 shares of Class A common stock that will be issued upon the automatic conversion of an equal number of shares of Class B common stock on March 28, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 40145W101 |
| 1 |
Name of reporting person
John Ackerman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,449,867.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
John Ackerman has voting and investment power over an aggregate of 1,035,928 shares of Class A common stock and 2,827,878 shares of Class B common stock currently owned by Pharmacy Investors by virtue of his position as Manager of Pharmacy Investors, LLC. Pursuant to the Charter, such shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis in substantially equal tranches on each of March 28, 2026 and September 27, 2026.
The shares reported in Rows 7, 9 and 11 in the table above represent 1,035,928 outstanding shares of Class A common stock beneficially owned by Mr. Ackerman, and 1,413,939 shares of Class A common stock that will be issued to Pharmacy Investors on March 28, 2026 upon the automatic conversion of an equal number of shares of Class B common stock on such date pursuant to the Charter. The Reporting Person is deemed to beneficially own such shares of Class A common stock pursuant to Rule 13d-3(d)(1)(i), commencing on January 27, 2026.
The percentage reflected in Row 13 in the table above is calculated based on 49,781,181 shares of Class A common stock, which consists of (i) 36,259,762 shares of Class A common stock outstanding the Issuer as of March 13, 2026, as disclosed in the Prospectus, and (ii) 13,521,419 shares of Class A common stock that will be issued upon the automatic conversion of an equal number of shares of Class B common stock on March 28, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 40145W101 |
| 1 |
Name of reporting person
Cardinal Equity Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
816,180.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Cardinal Equity Fund, L.P. ("Cardinal") currently owns an aggregate of 345,123 shares of Class A common stock and 942,114 shares of Class B common stock. Pursuant to the Charter, such shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis in substantially equal tranches on each of March 28, 2026 and September 27, 2026.
The shares reported in Rows 7, 9 and 11 in the table above represent 345,123 outstanding shares of Class A common stock beneficially owned by Cardinal, and 471,057 shares of Class A common stock that will be issued to Cardinal on March 28, 2026 upon the automatic conversion of an equal number of shares of Class B common stock on such date pursuant to the Charter. The Reporting Person is deemed to beneficially own such shares of Class A common stock pursuant to Rule 13d-3(d)(1)(i), commencing on January 27, 2026. Investment and voting decisions for the shares held by Cardinal require unanimous consent of the investment committee of Cardinal Equity Partners, LLC, the general partner of Cardinal. The investment committee consists of John Ackerman, James L. Smeltzer, Peter J. Munson and Michael E. Smith. Therefore, no individual member of the investment committee is deemed to be the beneficial owner of the shares reported in this Schedule 13D.
The percentage reflected in Row 13 in the table above is calculated based on 49,781,181 shares of Class A common stock, which consists of (i) 36,259,762 shares of Class A common stock outstanding the Issuer as of March 13, 2026, as disclosed in the Prospectus, and (ii) 13,521,419 shares of Class A common stock that will be issued upon the automatic conversion of an equal number of shares of Class B common stock on March 28, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 40145W101 |
| 1 |
Name of reporting person
Fred P. Burke | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,139,240.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Fred P. Burke currently owns an aggregate of 840,413 shares of Class A common stock and 2,597,651 shares of Class B common stock. Pursuant to the Charter, such shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis in substantially equal tranches on each of March 28, 2026 and September 27, 2026.
The shares reported in Rows 7, 9 and 11 in the table above represent 840,413 outstanding shares of Class A common stock beneficially owned by Mr. Burke, and 1,298,826 shares of Class A common stock that will be issued to Mr. Burke on March 28, 2026 upon the automatic conversion of an equal number of shares of Class B common stock on such date pursuant to the Charter. The Reporting Person is deemed to beneficially own such shares of Class A common stock pursuant to Rule 13d-3(d)(1)(i), commencing on January 27, 2026.
The percentage reflected in Row 13 in the table above is calculated based on 49,781,181 shares of Class A common stock, which consists of (i) 36,259,762 shares of Class A common stock outstanding the Issuer as of March 13, 2026, as disclosed in the Prospectus, and (ii) 13,521,419 shares of Class A common stock that will be issued upon the automatic conversion of an equal number of shares of Class B common stock on March 28, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 40145W101 |
| 1 |
Name of reporting person
David K. Morris | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
877,004.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
David K. Morris currently owns an aggregate of 235,135 shares of Class A common stock and 1,283,739 shares of Class B common stock. Pursuant to the Charter, such shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis in substantially equal tranches on each of March 28, 2026 and September 27, 2026.
The shares reported in Rows 7, 9 and 11 in the table above represent 235,135 outstanding shares of Class A common stock beneficially owned by Mr. Morris, and 641,869 shares of Class A common stock that will be issued to Mr. Morris on March 28, 2026 upon the automatic conversion of an equal number of shares of Class B common stock on such date pursuant to the Charter. The Reporting Person is deemed to beneficially own such shares of Class A common stock pursuant to Rule 13d-3(d)(1)(i), commencing on January 27, 2026.
The percentage reflected in Row 13 in the table above is calculated based on 49,781,181 shares of Class A common stock, which consists of (i) 36,259,762 shares of Class A common stock outstanding the Issuer as of March 13, 2026, as disclosed in the Prospectus, and (ii) 13,521,419 shares of Class A common stock that will be issued upon the automatic conversion of an equal number of shares of Class B common stock on March 28, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 40145W101 |
| 1 |
Name of reporting person
G. Kendall Forbes | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,042,489.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
G. Kendall Forbes currently owns an aggregate of 433,919 shares of Class A common stock and 1,217,140 shares of Class B common stock. Pursuant to the Charter, such shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis in substantially equal tranches on each of March 28, 2026 and September 27, 2026. The shares reported in Rows 7, 9 and 11 in the table above represent 433,919 outstanding shares of Class A common stock beneficially owned by Mr. Forbes, and 608,570 shares of Class A common stock that will be issued to Mr. Forbes on March 28, 2026 upon the automatic conversion of an equal number of shares of Class B common stock on such date pursuant to the Charter. The Reporting Person is deemed to beneficially own such shares of Class A common stock pursuant to Rule 13d-3(d)(1)(i), commencing on January 27, 2026. The percentage reflected in Row 13 in the table above is calculated based on 49,781,181 shares of Class A common stock, which consists of (i) 36,259,762 shares of Class A common stock outstanding the Issuer as of March 13, 2026, as disclosed in the Prospectus, and (ii) 13,521,419 shares of Class A common stock that will be issued upon the automatic conversion of an equal number of shares of Class B common stock on March 28, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Guardian Pharmacy Services, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
300 Galleria Parkway SE, Suite 800, Atlanta,
GEORGIA
, 30339. | |
Item 1 Comment:
EXPLANATORY NOTE: This Schedule 13D is intended to serve as Amendment No. 3 to the Statement on Schedule 13D ("Amendment No. 3") related to the shares of Class A common stock, par value $0.001 per share ("Class A common stock") of Guardian Pharmacy Services, Inc. (the "Issuer"), and amends the initial statement on Schedule 13D filed by the Reporting Persons (as defined below) on February 3, 2025, as amended by Amendment No. 1 thereto filed on May 29, 2025, Amendment No. 2 thereto filed on July 29, 2025, and as further amended by this Amendment No. 3 (collectively, "Schedule 13D"). Except as specifically provided herein, this Amendment No. 3 does not modify any information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. This Amendment No. 3 is being jointly filed by Bindley Capital Partners I, LLC ("Bindley Capital"), William E. Bindley, Thomas J. Salentine, Jr., Pharmacy Investors, LLC ("Pharmacy Investors"), John Ackerman, Cardinal Equity Fund, L.P. ("Cardinal"), Fred P. Burke, David K. Morris and G. Kendall Forbes (each a "Reporting Person," and collectively, the "Reporting Persons"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
As of the date hereof, the Reporting Persons, collectively, beneficially own 17,929,985 shares of class A common stock. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented as follows:
On March 20, 2026, the Reporting Persons sold an aggregate amount of 5,880,000 shares of Class A common stock of the Issuer pursuant to an underwriting agreement, dated as of March 18, 2026, by and among the Issuer, the selling stockholders party thereto, and BofA Securities, Inc. and Jefferies LLC, as representatives of the several underwriters (the "Underwriters") named therein (the "Underwriting Agreement").
Pursuant to the Underwriting Agreement, on March 20, 2026, the Underwriters exercised in full their option to purchase an additional 900,000 shares of Class A common stock from the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Persons, collectively, beneficially own 17,929,985 shares of Class A common stock, representing approximately 36.0% of the shares of Class A common stock. The percentage calculated based on 49,781,181 shares of Class A common stock, which consists of (i) 36,259,762 shares of Class A common stock outstanding the Issuer as of March 13, 2026, as disclosed in the Prospectus, and (ii) 13,521,419 shares of Class A common stock that will be issued upon the automatic conversion of an equal number of shares of Class B common stock on March 28, 2026. | |
| (b) | The aggregate number and percentage of shares of Class A common stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares of Class A common stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on Rows 7 through 11 and Row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. | |
| (c) | Except as set forth in the Schedule 13D, no transactions in the shares of Class A common stock were effected by the Reporting Persons, or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto in the 60 days preceding the date of the Schedule 13D. | |
| (d) | Except as described herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Class A common stock of the Issuer beneficially owned by the Reporting Persons as described in this Item 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
In connection with the Underwriting Agreement, the Reporting Persons entered into lock-up agreements with the Underwriters pursuant to which they agreed, for a period of 180 days after the date of the Underwriting Agreement, not to directly or indirectly offer, sell, contract to sell or otherwise dispose of or transfer any shares of the Issuer's common stock or any securities convertible into or exchangeable for shares of the Issuer's common stock, without the prior written consent of BofA Securities, Inc. and Jefferies LLC. These agreements also preclude any hedging, collar or other transaction designed or reasonably expected to result in a disposition of shares of the Issuer's common stock or securities convertible into or exercisable or exchangeable for shares of the Issuer's common stock. BofA Securities, Inc. and Jefferies LLC may, in its sole discretion and at any time, release all or any portion of the securities subject to these agreements. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 24.1 Power of Attorney
Exhibit 99.1 Stockholders' Agreement, dated as of September 25, 2024, by and among Guardian Pharmacy Services, Inc., Bindley Capital Partners I, LLC, Pharmacy Investors, LLC, Cardinal Equity Fund LP, Fred Burke, David Morris and Kendall Forbes (incorporated by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2024).
Exhibit 99.2 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act (incorporated by reference to the Initial Schedule 13D filed with the Securities and Exchange Commission on February 3, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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