Guardian Pharmacy Services Announces Pricing of Upsized Underwritten Public Offering of Class A Common Stock
Guardian Pharmacy Services, Inc. ("Guardian") (NYSE:GRDN) today announced the pricing of its upsized underwritten public offering (the "Offering") of 6,000,000 shares of its Class A common stock at a public offering price of $31.00 per share, of which 4,980,000 shares will be sold by certain selling stockholders and 1,020,000 shares will be issued and sold by Guardian as part of a non-dilutive "synthetic secondary" transaction, as described below. In addition, the selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 900,000 shares of Class A common stock at the public offering price, less the underwriting discount. The Offering is expected to close on March 20, 2026, subject to customary closing conditions.
The Offering is considered non-dilutive as Guardian intends to use all of the net proceeds it receives in the Offering to repurchase from certain stockholders 1,020,000 shares of Class A common stock, at a purchase price per share equal to the public offering price in the Offering, less the underwriting discount (the "Synthetic Secondary"). Accordingly, Guardian will not retain any proceeds from the Offering and, upon completion of the Offering and the Synthetic Secondary, the total number of outstanding shares of Class A common stock will remain the same. The shares to be repurchased by Guardian consist of shares of Class A common stock that were issued upon conversion of shares of Guardian's Class B common stock that were originally issued in connection with its corporate reorganization in September 2024. The repurchases are expected to be completed not later than March 24, 2026, subject to closing of the Offering. Guardian will not receive any proceeds from the offering of shares by the selling stockholders in the Offering.
BofA Securities, Jefferies and Raymond James are acting as joint bookrunners for the proposed Offering. Stephens Inc. and Oppenheimer & Co. are acting as co-managers for the proposed Offering.
A shelf registration statement on Form S-3 relating to the shares being offered in the proposed Offering was filed with the U.S. Securities and Exchange Commission on October 14, 2025 and became effective on November 3, 2025.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
The Offering is being made only by means of a prospectus supplement and accompanying prospectus. Once available, copies of the final prospectus may be obtained from: BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, by email at [email protected]; or Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at 877-821-7388 or by email at [email protected].
About Guardian Pharmacy Services
Guardian Pharmacy Services is a leading long-term care pharmacy services company that provides an extensive suite of technology-enabled services designed to help residents of long-term health care facilities ("LTCFs") adhere to their appropriate drug regimen, which in turn helps reduce the cost of care and improve clinical outcomes. As of December 31, 2025, our 61 pharmacies, 54 of which are full-service, served approximately 205,000 residents in approximately 8,400 LTCFs across 38 states.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are all statements other than those of historical fact. Words such as "aims," "anticipates," "believes," "contemplates," "continues," "estimates," "expects," "intends," "may," "plans," "seeks," "should," "will," "would" and similar expressions are often, but not always, used to identify forward-looking statements. These forward-looking statements include statements regarding the Offering and the Synthetic Secondary, including the expected timing and completion thereof, and Guardian's use of the net proceeds to it from the Offering. These forward-looking statements are based on management's current expectations and beliefs and are inherently subject to risks and uncertainties, including, among others, uncertainties related to market conditions, and those other risks and uncertainties more fully described under "Risk Factors" in Guardian's Annual Report on Form 10-K for the year ended December 31, 2025 and the prospectus relating to the shares offered in the Offering. Except to the extent required by applicable law, Guardian undertakes no obligation to update or revise any information contained in this press release beyond the published date, whether as a result of new information, future events or otherwise.
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Ashley Stockton
Vice President, Investor Relations
[email protected]