Guardian Pharmacy Services Announces Pricing of Upsized Underwritten Public Offering of Class A Common Stock

Key Terms

underwritten public offering financial

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

synthetic secondary financial

A synthetic secondary is a transaction that transfers the economic exposure of a company’s shares using financial contracts rather than by handing over the actual stock, similar to selling the value of a house without giving the keys. It matters to investors because it can change who is effectively betting for or against the stock, affect perceived supply and price pressure, and mask whether insiders are reducing their real ownership.

underwriting discount financial

The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.

shelf registration statement regulatory

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

class a common stock financial

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

ATLANTA--(BUSINESS WIRE)-- 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 dg.prospectus_requests@bofa.com; 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 prospectus_department@jefferies.com.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260318472131/en/

Ashley Stockton

Vice President, Investor Relations

IR@guardianpharmacy.net

Source: Guardian Pharmacy Services, Inc.