Guardian Pharmacy Services Announces Filing of S-3 Shelf Registration Statement and Lock-up Agreements with Pre-IPO Holders of Class A Common Stock

ATLANTA--(BUSINESS WIRE)-- Guardian Pharmacy Services, Inc. (NYSE: GRDN) (“Guardian”), one of the nation’s leading long-term care (LTC) pharmacy services companies, today announced that it has filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (SEC). The registration statement relates to (i) the possible issuance and sale of up to 1,020,000 shares of Class A common stock by Guardian and (ii) the potential resale of up to 4,980,000 outstanding shares of Class A common stock by selling stockholders, in each case from time to time and on a continuous or delayed basis.

Guardian recently became eligible to file a Form S-3 registration statement and determined that such filing is prudent to provide flexibility to access the public markets on a timely and efficient basis as or when needed in the future and subject to market conditions. However, neither Guardian nor any selling stockholders have any immediate or specific plans to offer securities pursuant to the shelf registration statement. If the shelf registration statement (once effective) is utilized in the future, the specific terms of such offering will be described in a prospectus and accompanying prospectus supplement.

Guardian also announced that it has entered into lock-up agreements with holders of approximately 93% of the outstanding shares of Guardian’s Class A common stock and Class B common stock that are held by Guardian’s founders, officers, employees and others who held shares of Guardian’s stock immediately prior to completion of its initial public offering on September 27, 2024 (“Pre-IPO Stockholders”). Pursuant to these agreements, the Pre-IPO Stockholders have agreed that, during the period from October 19, 2025 (the expiration date of existing lock-up agreements with such holders for substantially the same number of shares) through June 30, 2026, they will not offer, sell, distribute or otherwise dispose of or transfer any shares of Guardian’s common stock (including the 12,759,054 additional shares of Class A common stock issuable to those Pre-IPO Stockholders upon the automatic conversion of the same number of outstanding shares of Guardian’s Class B common stock on March 28, 2026), without the prior consent of Guardian. As of September 30, 2025, Guardian had 36,253,744 shares of Class A common stock outstanding, with 17,188,059 of such shares subject to these lock-up agreements and the remaining shares included in the public float.

The shelf registration statement has been filed with the SEC but has not yet become effective. The shares of Class A common stock described therein may not be sold and offers to purchase may not be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Guardian Pharmacy Services

Guardian Pharmacy Services is one of the nation’s leading long-term care pharmacy services companies. Through its locally-based business model, Guardian partners with long-term care facilities (“LTCFs”) to deliver medications and a comprehensive suite of technology-enabled services designed to enhance care and improve adherence to drug regimens, helping to reduce the cost of care and improve clinical outcomes. With a growing network of more than 52 pharmacies nationwide, Guardian is dedicated to providing exceptional service to over 195,000 residents and approximately 7,400 LTCFs across 38 states (as of June 30, 2025).

Forward-Looking Statements

This press release contains forward-looking statements that involves risks and uncertainties, including the anticipated effectiveness of the shelf registration statement and the benefits to be obtained by Guardian from the use of such shelf registration. These forward-looking statements are based on current expectations and Guardian assumes no obligation to update this information, except as required by law. In addition, the events described in these forward-looking statements may not actually arise or may occur in a different manner than anticipated as a result of various factors, including market conditions, as well as other factors described from time to time in Guardian’s filings with SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024.

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Investor Relations Contact:

Ashley Stockton

Senior Director, Investor Relations

ir@guardianpharmacy.net

Source: Guardian Pharmacy Services, Inc.