Guardian Pharmacy (NYSE: GRDN) Q2 2026 profit jumps on IRA cost relief and $8.5M settlement
Guardian Pharmacy Services, Inc. reported solid growth for the three and six months ended June 30, 2026. Q2 2026 revenue was $351,768 (in thousands), up 2.2% year over year, while net income attributable to the company rose to $21,872 (in thousands) from $9,030 (in thousands). Diluted EPS increased to $0.34 from $0.14. Adjusted EBITDA for Q2 grew to $29,658 (in thousands), or 8.4% of revenue.
Results were shaped by 2025 acquisitions and U.S. Inflation Reduction Act (IRA) drug pricing, which reduced organic revenue but more sharply lowered product costs, improving gross margin from 19.8% to 22.8%. Residents served increased from 195,000 to 210,000, and Q2 prescriptions dispensed rose from 7.0 million to 7.6 million.
The company recorded an $8.5 million cash gain from a payor-reimbursement settlement, boosting other income. Liquidity remained strong with $89,807 (in thousands) of cash and cash equivalents and no borrowings outstanding on a $40 million revolving credit facility that now matures in 2030, with the option to expand total capacity to $80 million.
Positive
- Profitability and margin expansion: Q2 2026 net income attributable to Guardian rose to $21,872 (in thousands) from $9,030 (in thousands), with Adjusted EBITDA up to $29,658 (in thousands) and gross margin improving to 22.8%, aided by IRA-driven cost reductions and scale.
- Strong balance sheet and liquidity: Cash and cash equivalents reached $89,807 (in thousands) at June 30, 2026, with no term or revolver borrowings outstanding on a $40 million facility extendable to $80 million, supporting ongoing growth and acquisition capacity.
Negative
- Organic revenue pressure from IRA: Despite total revenue rising 2.2%, organic revenue declined by $17.2 million for the six months ended June 30, 2026, as Medicare-related price reductions under the Inflation Reduction Act reduced pricing on key drugs.
- Operating cost growth outpacing revenue: Selling, general, and administrative expenses increased 10.4% to $118,034 (in thousands) for the first half of 2026 and rose as a percentage of revenue from 15.9% to 17.1%, reflecting higher headcount and integration costs.
Key Figures
Key Terms
Inflation Reduction Act regulatory
contingent consideration financial
Adjusted EBITDA financial
long-term health care facilities medical
Secured Overnight Financing Rate financial
non-controlling interests financial
Earnings Snapshot
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Guardian Pharmacy Services (GRDN) perform financially in Q2 2026?
How is the Inflation Reduction Act impacting GRDN’s 2026 results?
What was the impact of GRDN’s 2025 acquisitions on 2026 revenue?
What is GRDN’s liquidity and debt position as of June 30, 2026?
How many residents and prescriptions does GRDN serve as of mid-2026?
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Table of Contents
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
| Large accelerated filer | ☐ | ☒ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
GUARDIAN PHARMACY SERVICES, INC.
FORM 10-Q
TABLE OF CONTENTS
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS |
2 | |||
| PART I. FINANCIAL INFORMATION | ||||
| ITEM 1. Financial Statements (Unaudited) |
4 | |||
| Condensed Consolidated Balance Sheets |
4 | |||
| Condensed Consolidated Statements of Operations |
5 | |||
| Condensed Consolidated Statements of Changes in Stockholders’ Equity |
6 | |||
| Condensed Consolidated Statements of Cash Flows |
7 | |||
| Notes to the Unaudited Condensed Consolidated Financial Statements |
8 | |||
| ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
19 | |||
| ITEM 3. Quantitative and Qualitative Disclosure about Market Risk |
29 | |||
| ITEM 4. Controls and Procedures |
29 | |||
| PART II. OTHER INFORMATION | ||||
| ITEM 1. Legal Proceedings |
30 | |||
| ITEM 1A. Risk Factors |
30 | |||
| ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds |
30 | |||
| ITEM 3. Defaults Upon Senior Securities |
30 | |||
| ITEM 4. Mine Safety Disclosures |
30 | |||
| ITEM 5. Other Information |
30 | |||
| ITEM 6. Exhibits |
31 | |||
| SIGNATURES |
32 | |||
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are all statements other than those of historical fact. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and are forward-looking. These statements are often, but not always, made through the use of words such as “aims,” “anticipates,” “believes,” “contemplates,” “continues,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should,” “will,” “would,” and similar expressions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond our control. For more information regarding these risks and uncertainties, as well as certain additional risks that we face, refer to “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and the factors more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. Among the factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements are:
| • | our ability to effectively execute our business and growth strategies, implement new initiatives and improve efficiency; |
| • | our ability to effectively market and sell, customer acceptance of, and competition for, our pharmaceutical and health care services in new and existing markets; |
| • | our relationships with pharmaceutical wholesalers and key manufacturers, long-term health care facilities (“LTCFs”) and health plan payors; |
| • | our ability to maintain and expand relationships with LTCF operators on favorable terms; |
| • | our ability to identify, complete and successfully integrate acquisitions; |
| • | the impact of a national emergency, public health crisis, global pandemic or outbreak of infectious disease on our employees, business, supply chain and the LTCFs we serve; |
| • | continuing government and private efforts to lower pharmaceutical costs, including drug pricing reforms and by limiting pharmacy reimbursements; |
| • | changes in, and our ability to comply with, healthcare and other applicable laws, regulations or interpretations; |
| • | further consolidation of managed care organizations and other health plan payors and changes in the terms of our agreements with these parties; |
| • | our ability to retain members of our senior management team, our local pharmacy management teams and our pharmacy professionals; |
| • | our exposure to, and the results of, claims, legal proceedings and governmental inquiries; |
| • | our ability to maintain the security and integrity of our operating and information technology systems and infrastructure (e.g., against cyber-attacks); |
| • | product liability, product recall, personal injury or other health and safety issues related to the pharmaceuticals we dispense; |
| • | the impact of supply chain and other manufacturing disruptions or trade policies related to the pharmaceuticals we dispense; |
| • | the sufficiency of our sources of liquidity and financial resources to fund our future operating expenses and capital expenditure requirements, and our ability to raise additional capital, if needed; and |
| • | the misuse or off-label use, or errors in the dispensing or administration, of the pharmaceuticals we dispense. |
New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and
2
Table of Contents
circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in, or implied by, the forward-looking statements. Therefore, we caution you not to place undue reliance on any forward-looking statements or information. Any forward-looking statements only speak as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as may be required by law.
3
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(In thousands, except share amounts) |
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June 30, 2026 |
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| Net income attributable to Guardian Pharmacy Services, Inc. |
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| Net income per share of Class A and Class B common stock 1 |
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| Diluted |
$ | $ | $ | $ | ||||||||||||
| Weighted-average Class A and Class B common shares outstanding |
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| Diluted |
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(In thousands, except share amounts) |
Class A Shares |
Class B Shares |
Class A Amount |
Class B Amount |
Additional Paid-in capital |
Retained Earnings |
Non- Controlling Interests |
Total Equity |
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| Balance, December 31, 2025 |
|
$ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Contributions |
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| Distributions |
— | — | — | — | — | — | ( |
( |
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| Net income attributable to Guardian Pharmacy Services, Inc. |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Net income attributable to non-controlling interest |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Share-based compensation forfeitures |
— | — | ( |
— | — | ( |
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| Share-based compensation expense |
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| Conversion of Class B common stock to Class A common stock |
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| Other |
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| Contributions |
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| Distributions |
— | — | — | — | — | — | ( |
( |
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| Net income attributable to Guardian Pharmacy Services, Inc. |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Net income attributable to non-controlling interest |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Share-based compensation forfeitures |
— | — | ( |
— | — | ( |
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| Issuance of Class A common stock associated with vested restricted stock units | — | — | — | — | — | — | — | |||||||||||||||||||||||||
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| Balance, June 30, 2026 |
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$ | $ |
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(In thousands, except share amounts) |
Class A Shares |
Class B Shares |
Class A Amount |
Class B Amount |
Additional Paid-in capital |
Retained Earnings |
Non- Controlling Interests |
Total Equity |
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| Balance, December 31, 2024 |
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$ | $ | $ | |
$ | |
$ | $ | |
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| Contributions |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Distributions |
— | — | — | — | — | — | ( |
( |
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| Net income attributable to Guardian Pharmacy Services, Inc. |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interest |
— | — | — | — | — | — | ( |
( |
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| Share-based compensation forfeitures |
( |
— | — | ( |
— | — | ( |
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| Share-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Conversion of Class B common stock to Class A common stock |
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| Balance, March 31, 2025 |
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$ | $ |
$ |
$ |
$ |
$ |
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| Contributions |
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| Non-cash equity contribution |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Distributions |
— | — | — | — | — | — | ( |
( |
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| Net income attributable to Guardian Pharmacy Services, Inc. |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interest |
— | — | — | — | — | — | ( |
( |
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| Share-based compensation forfeitures |
( |
( |
— | — | ( |
— | — | ( |
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| Share-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Issuance of Class A common stock associated with vested restricted stock units |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
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| Balance, June 30, 2025 |
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$ |
$ |
$ |
$ |
$ |
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Six Months Ended June, 30 |
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(In thousands) |
2025 |
2026 |
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Operating activities |
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Net income |
$ | |
$ | |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Share-based compensation expense |
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Provision for losses on accounts receivable |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable |
( |
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Inventories |
( |
( |
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Other current assets |
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Accounts payable |
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Accrued compensation |
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Other operating liabilities |
( |
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Net cash provided by operating activities |
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Investing activities |
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Purchases of property and equipment |
( |
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Payment for acquisitions |
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Other |
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Net cash used in investing activities |
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Financing activities |
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Proceeds from equity offering, net of underwriter fees |
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Repurchase of outstanding Class A common stock |
( |
( |
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Payments of equity offering costs |
( |
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Principal payments on finance lease obligations |
( |
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Contingent liability payments related to acquisitions |
( |
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Distributions to non-controlling interests |
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Other |
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Net cash used in financing activities |
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( |
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Net change in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
$ | $ | ||||||
Supplemental disclosure of cash flow information |
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Cash paid during the year for interest |
$ | $ | ||||||
Cash paid during the year for income taxes |
$ | $ | ||||||
Supplemental disclosure of non-cash investing and financing activities |
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Purchases of property and equipment through finance leases |
$ | $ | ||||||
Non-cash equity contributions from non-controlling interests |
$ | $ | ||||||
1. |
Organization and Background |
2. |
Summary of Significant Accounting Policies |
ASU Number and Name |
Description |
Date of Adoption |
Effect on the unaudited Condensed Consolidated Financial Statements upon adoption | |||
2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets |
ASU 2025-05 amends ASC 326-202 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. |
January 1, 2026 for annual and interim disclosures. |
The Company adopted the standard as of January 1, 2026, with no material impact on the Consolidated Financial Statements. | |||
New Accounting Standards Not Yet Effective | ||||||
ASU Number and Name |
Description |
Date of Adoption |
Effect on the unaudited Condensed Consolidated Financial Statements upon adoption | |||
2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) |
ASU 2024-03 requires Public Business Entities to disclose disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered “relevant.” |
January 1, 2027 for annual disclosures; January 1, 2028 for interim disclosures. |
The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the incremental disaggregated expense information that will be required to be disclosed. | |||
2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity |
ASU 2025-03 revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). The ASU is intended to improve comparability between business combinations that involve VIEs and those that do not. |
January 1, 2027 for annual disclosures. |
The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the new standard. | |||
2025-04, Compensation—StockCompensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer |
ASU 2025-04 clarifies the guidance in both ASC 606 and ASC 718 on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer. The ASU is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. |
January 1, 2027 for annual disclosures. |
The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the new standard. | |||
2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software |
ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. |
January 1, 2028 for annual and interim disclosures. |
The Company will adopt the new disclosures for the annual periods beginning on January 1, 2028. The Company is currently evaluating the impact of the new standard. | |||
3. |
Acquisitions |
(in thousands) |
Fair Value |
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Total purchase consideration |
$ | |||
Net assets acquired: |
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Inventory |
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Other assets |
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Intangible Assets |
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Other liabilities |
( |
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Non-controlling interest equity |
( |
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Goodwill |
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4. |
Fair Value Measurements |
| • | Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
| • | Level 2 - Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. |
| • | Level 3 - Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs that market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk. |
Level 1 |
Level 2 |
Level 3 |
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| December 31, 2025 |
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| Liabilities: |
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$ | $ | $ | |||||||||
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| Fair value of financial instruments |
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Level 1 |
Level 2 |
Level 3 |
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| June 30, 2026 |
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| Liabilities: |
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| Contingent consideration payable |
$ | $ | $ | |||||||||
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| Fair value of financial instruments |
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| Balance at December 31, 2025 |
$ | |
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| Current year acquisitions |
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| Fair value adjustments |
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| Payments |
( |
) | ||
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| Balance at June 30, 2026 |
$ | |||
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5. |
Commitments and Contingencies |
6. |
Basic and Diluted Net Income Per Share |
| (in thousands) | Three Months Ended June 30, 2025 |
Three Months Ended June 30, 2026 |
Six Months Ended June 30, 2025 |
Six Months Ended June 30, 2026 |
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Numerator: |
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| Net income |
$ | |
$ | |
$ | |
$ | |
||||||||
| Less net income (loss) attributable to non-controlling interests |
( |
( |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. |
$ | $ | $ | $ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Three Months Ended June 30, 2026 |
Six Months Ended June 30, 2026 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic net income per share attributable to common stockholders |
||||||||||||||||
| Numerator: |
||||||||||||||||
| Allocation of net income attributable to Guardian Pharmacy Services, Inc. |
$ | $ | $ | $ | ||||||||||||
| Denominator: |
||||||||||||||||
| Weighted average number of shares of Class A and Class B common stock outstanding |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Basic net income per share attributable to common stockholders |
$ | |
$ | |
$ | |
$ | |
||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Diluted net income per share attributable to common stockholders |
||||||||||||||||
| Numerator: |
||||||||||||||||
| Allocation of net income attributable to Guardian Pharmacy Services, Inc. |
$ | $ | $ | $ | ||||||||||||
| Denominator: |
||||||||||||||||
| Number of shares used in basic computation |
||||||||||||||||
| Dilutive Restricted Stock Units and Class A and B Common Stock |
||||||||||||||||
| Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income per share |
||||||||||||||||
| Diluted net income per share attributable to common stockholders |
$ | $ | $ | $ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Three Months Ended June 30, 2025 |
Six Months Ended June 30, 2025 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
| Basic net income per share attributable to common stockholders |
||||||||||||||||
| Numerator: |
||||||||||||||||
| Allocation of net income attributable to Guardian Pharmacy Services, Inc. |
$ | $ | $ | $ | ||||||||||||
| Denominator: |
||||||||||||||||
| Weighted average number of shares of Class A and Class B common stock outstanding |
||||||||||||||||
| Basic net income per share attributable to common stockholders |
$ | $ | $ | $ | ||||||||||||
| Diluted net income per share attributable to common stockholders |
||||||||||||||||
| Numerator: |
||||||||||||||||
| Allocation of net income attributable to Guardian Pharmacy Services, Inc. |
$ | $ | $ | $ | ||||||||||||
| Denominator: |
||||||||||||||||
| Number of shares used in basic computation |
||||||||||||||||
| Dilutive Restricted Stock Units and Class A and B Common Stock |
||||||||||||||||
| Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income per share |
||||||||||||||||
| Diluted net income per share attributable to common stockholders |
$ |
$ |
$ |
$ |
||||||||||||
7. |
Share-based Compensation |
Amount |
Weighted Average Remaining Service Period (years) |
|||||||
Restricted stock units |
$ | |
||||||
Stock options |
||||||||
Total unamortized share-based compensation cost |
$ | |||||||
Three Months Ended June 30, |
Six Months Ended June 30, | |||||||||||||||
2025 |
2026 |
2025 |
2026 | |||||||||||||
Revenue |
$ | |
$ | |
$ | |
$ | |
||||||||
Less: |
||||||||||||||||
Employee expenses (excluding share-based compensation expense) |
||||||||||||||||
Share-based compensation expense |
||||||||||||||||
Other segment items (1) |
||||||||||||||||
Depreciation and amortization |
||||||||||||||||
Interest expense |
||||||||||||||||
Income taxes |
||||||||||||||||
Segment net income |
$ | $ | $ | $ | ||||||||||||
Reconciliation of net income to consolidated statements of operations |
||||||||||||||||
Adjustments and reconciling items |
||||||||||||||||
Consolidated net income |
$ | $ | $ | $ | ||||||||||||
9. |
Income Taxes |
Table of Contents
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and our audited consolidated financial statements and related notes thereto and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions, that are based on the beliefs of our management. Our actual results could differ materially from those discussed in these forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”
Unless the context otherwise requires, the terms “Guardian,” the “Company,” “we,” “us” and “our” when used in this report mean Guardian Pharmacy Services, Inc. and all subsidiaries included in our consolidated financial statements.
Overview
We are a leading, highly differentiated 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. We enter into contracts directly with LTCFs to serve as the principal pharmacy provider for their residents. In this capacity, we offer high-touch, individualized clinical, drug dispensing and administration capabilities that are tailored to serve the needs of residents in historically lower acuity LTCFs, such as assisted living facilities (“ALFs”) and behavioral health facilities (“BHFs”). Additionally, our robust capabilities enable us to serve residents in all types of LTCFs. Our services include prescription intake and adjudication management, packaging drugs into unit dose and/or multi-dose compliance packaging that are organized by date and time of administration, and electronically tracking each drug from delivery through administration to LTCF residents. We also offer training to caregivers and conduct mock audits to ensure compliance with pharmacy administration requirements, billing claims processing, government regulation and other matters. As of June 30, 2026, our 61 pharmacies, 54 of which are full-service, served approximately 210,000 residents in approximately 8,400 LTCFs across 39 states.
While our national competitors have primarily focused on skilled nursing facilities (“SNFs”), we believe we enjoy a strong competitive position as a large and purpose-built provider of pharmacy services to ALFs and BHFs. More than two-thirds of our annual revenue for each of the past three years has been generated from residents of ALFs and BHFs, while the remainder has been generated primarily from residents of SNFs. LTCF industry trends, including aging demographics, increases in the number of assisted living residents, improving life expectancies and enhanced quality of care, have resulted in ALF and BHF resident populations that require assistance with their increasingly acute and complex healthcare needs. Through our value-added capabilities and local management model, we have been able to pass on to residents, LTCFs and health plan payors the benefits of our scale without compromising on the high-touch, localized customer service traditionally associated with an independent pharmacy. For this reason, we are well positioned to continue to serve ALFs and BHFs, which we believe to be the most attractive and highest growth sector of the LTCF market.
19
Table of Contents
Our core growth strategy focuses on increasing the number of residents we serve through a combination of organic and acquired growth. Acquired growth represents growth in the number of residents served resulting from acquiring an operating pharmacy, which we measure using the number of residents served by the acquired pharmacy as of the acquisition date. Organic growth represents the increase in the number of residents served at existing pharmacies, our greenfield pharmacies, and acquired pharmacies subsequent to the acquisition date. We have generated organic growth through new and expanded LTCF relationships as well as increased resident adoption of our services in the facilities we already serve.
Conversion of Class B Common Stock to Class A Common Stock
In accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation, during the three months ended March 31, 2026, 13,527,437 shares of the Company’s Class B common stock automatically converted, in accordance with the terms of such class and without any further action by their holders or the Company, into an equal number of shares of the Company’s Class A common stock.
Follow-On Offering
In March 2026, the Company completed an underwritten follow-on public offering (the “Q1 2026 Offering”) of 1,020,000 shares of Class A common stock at an offering price of $31.00 per share. We used all of the proceeds, net of underwriting discounts of $1,344 from the Q1 2026 Offering to purchase 1,020,000 shares of outstanding Class A common stock that were issued upon conversion of shares of our Class B common stock that were originally issued in connection with our Corporate Reorganization. The 1,020,000 shares of Class A common stock purchased by the Company were retired, resulting in no change to the total number of Class A common stock outstanding. We did not retain any of the proceeds from the sale of shares in the offering.
As part of the Q1 2026 Offering, certain selling stockholders, consisting of the Company’s founders, also sold 5,880,000 shares of Class A common stock. We did not receive any proceeds from the sale of shares by the selling stockholders in this offering.
Factors Affecting the Comparability of Our Results of Operations
Our results of operations for the three and six months ended June 30, 2026 and the corresponding periods in 2025 have been affected by the following, among other factors, which must be understood to assess the comparability of our period-to-period financial performance and condition.
Acquisitions
Our growth strategy involves periodically acquiring institutional pharmacies servicing LTCFs and their residents as well as residents in other care settings. Our strategy includes the acquisition of freestanding institutional pharmacy businesses as well as other assets, generally less significant in size, which are combined with our existing pharmacy operations to augment internal organic growth.
20
Table of Contents
During 2025, we completed acquisitions of various pharmacy operations (the “2025 Acquisitions”). The operating results of the 2025 Acquisitions were a contributing factor in certain changes in the results of operations for the three and six months ended June 30, 2026 compared to the corresponding periods in 2025. Acquisition impacts are considered when the beginning of the comparative period precedes the acquisition date.
Inflation Reduction Act
In August 2022, Congress passed the Inflation Reduction Act (the “IRA”), which, among other provisions, introduced significant drug pricing reforms aimed to reduce federal government and beneficiary spending for Medicare Part B and Part D drugs. Key provisions in this legislation include limited authority for regulators to negotiate prices for certain Medicare drugs, caps on beneficiary cost share and maximum out-of-pocket spending, and rebates on manufacturers where drug prices exceed inflation. The Centers for Medicare and Medicaid Services released initial guidance related to the implementation of this program, and has since entered three rounds of the Medicare Drug Price Negotiation Program. In January 2026, the initial ten Part D drugs that were part of IRA negotiations had their negotiated prices go into effect. The reduction in prices to the IRA-impacted drugs affect the comparability of results, specifically for revenue and cost of goods sold, for the three and six months ended June 30, 2026, which include the impact of the IRA, when compared against the results of the three and six months ended June 30, 2025, which do not include the impact of the IRA. We expect IRA-related price reductions to continue impacting year-over-year comparability throughout the remainder of 2026.
Components of Results of Operations
Revenues. We recognize revenue at the time of delivery of prescriptions and other pharmacy services to the LTCF, at which time control has been transferred. Revenue recognized reflects the consideration we expect to receive in exchange for these goods and services.
Cost of goods sold. Cost of goods sold consists primarily of expenses associated with the fulfillment and delivery of the prescription, including prescription drug acquisition costs. Cost of goods sold also includes associated pharmacy personnel-related expenses, including salaries and benefits, delivery charges and other supporting overhead costs (such as rent and depreciation and amortization of assets used in the fulfillment and delivery of the prescription).
Selling, general, and administrative expenses. Selling, general, and administrative expenses consist primarily of personnel-related expenses, including share-based compensation, salaries and benefits, for our employees at the pharmacies and support services engaged in other pharmacy related activities including sales and marketing, finance, legal, human resources, purchasing and other administrative functions. Selling, general, and administrative expenses also include facilities-related expenses, software expenses, sales and marketing expenses, insurance premiums, professional services expenses, including for outside legal and accounting services, other overhead costs, changes in the fair value of contingent payments related to acquisitions, depreciation related to long lived assets, and amortization of intangible assets.
Interest expense. Interest expense consists of interest on finance leases.
Other expense (income), net. Other expense (income), net consists primarily of gain (loss) on asset disposals, interest income earned on cash deposits, and certain legal settlements.
Provision for income taxes. Provision for income taxes consists primarily of income taxes in certain jurisdictions in which we conduct business.
Results of Operations for the Three and Six Months Ended June 30, 2025 and 2026
The following table sets forth our consolidated statements of operations data for the three and six months ended June 30, 2025 and 2026, respectively. The year-over-year comparison of results of operations is not necessarily indicative of results for future periods.
21
Table of Contents
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (in thousands) | 2025 | 2026 | 2025 | 2026 | ||||||||||||
| Revenues |
$ | 344,334 | $ | 351,768 | $ | 673,642 | $ | 688,363 | ||||||||
| Cost of goods sold |
276,188 | 271,724 | 541,147 | 532,010 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
68,146 | 80,044 | 132,495 | 156,353 | ||||||||||||
| Selling, general, and administrative expenses |
55,566 | 59,400 | 106,910 | 118,034 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income |
12,580 | 20,644 | 25,585 | 38,319 | ||||||||||||
| Other expenses (income): |
||||||||||||||||
| Interest expense |
172 | 154 | 342 | 308 | ||||||||||||
| Other expense (income), net |
(179) | (9,302) | (450) | (10,074) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other expenses (income) |
(7) | (9,148) | (108) | (9,766) | ||||||||||||
| Income before income taxes |
12,587 | 29,792 | 25,693 | 48,085 | ||||||||||||
| Provision for income taxes |
3,760 | 7,671 | 7,593 | 12,420 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
8,827 | 22,121 | 18,100 | 35,665 | ||||||||||||
| Less net income (loss) attributable to non-controlling interests |
(203) | 249 | (378) | 498 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. |
$ | 9,030 | $ | 21,872 | $ | 18,478 | $ | 35,167 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA (1) |
$ | 24,952 | $ | 29,658 | $ | 48,385 | $ | 59,416 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | See “ —Adjusted EBITDA and Other Non-GAAP Financial Measures” below for more information and for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP. |
Revenues
| Three Months Ended June 30, |
% Change | Six Months Ended June 30, |
% Change | |||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||||||||
| Revenue |
$ | 344,334 | $ | 351,768 | 2.2 | % | $ | 673,642 | $ | 688,363 | 2.2 | % | ||||||||||||
Revenue for the three months ended June 30, 2026 increased by $7.4 million or 2.2% compared to the three months ended June 30, 2025. Excluding the $13.3 million increase in revenue attributable to the 2025 Acquisitions, organic revenue decreased by $5.9 million, primarily attributable to pricing decreases as a result of the IRA. Although organic revenue decreased due to IRA price changes, the number of residents served increased from 195,000 residents during June 2025 to 210,000 residents during June 2026 and prescriptions dispensed increased from 7.0 million during the three months ended June 30, 2025 to 7.6 million during the three months ended June 30, 2026.
Revenue for the six months ended June 30, 2026 increased by $14.7 million or 2.2% compared to the six months ended June 30, 2025. Excluding the $31.9 million increase in revenue attributable to the 2025 Acquisitions, organic revenue decreased by $17.2 million, primarily attributable to pricing decreases as a result of the IRA. Although organic revenue decreased due to IRA price changes, the number of residents served increased from 195,000 residents during June 2025 to 210,000 residents during June 2026 and prescriptions dispensed increased from 13.7 million during the six months ended June 30, 2025 to 15.0 million during the six months ended June 30, 2026.
22
Table of Contents
Cost of goods sold
| Three Months Ended June 30, |
% Change | Six Months Ended June 30, |
% Change | |||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||||||||
| Cost of goods sold |
$ | 276,188 | $ | 271,724 | (1.6 | ) % | $ | 541,147 | $ | 532,010 | (1.7 | ) % | ||||||||||||
| Percentage of revenue |
80.2 | % | 77.2 | % | 80.3 | % | 77.3 | % | ||||||||||||||||
Cost of goods sold for the three months ended June 30, 2026 decreased $4.5 million or 1.6% compared to the three months ended June 30, 2025. Excluding the $11.3 million increase in cost of goods sold attributable to the 2025 Acquisitions, organic cost of goods sold decreased by $15.8 million, primarily attributable to product cost decreases as a result of the IRA. Cost of goods sold as a percentage of revenue decreased from 80.2% to 77.2% during the three months ended June 30, 2026, primarily due to product cost decreases as a result of the IRA.
Cost of goods sold for the six months ended June 30, 2026 decreased $9.1 million or 1.7% compared to the six months ended June 30, 2025. Excluding the $26.1 million increase in cost of goods sold attributable to the 2025 Acquisitions, organic cost of goods sold decreased by $35.2 million, primarily attributable to product cost decreases as a result of the IRA. Cost of goods sold as a percentage of revenue decreased from 80.3% to 77.3% during the six months ended June 30, 2026, primarily due to product cost decreases as a result of the IRA.
Selling, general, and administrative expenses
| Three Months Ended June 30, |
% Change | Six Months Ended June 30, |
% Change | |||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||||||||
| Selling, general, and administrative expenses |
$ | 55,566 | $ | 59,400 | 6.9 | % | $ | 106,910 | $ | 118,034 | 10.4 | % | ||||||||||||
| Percentage of revenue |
16.1 | % | 16.9 | % | 15.9 | % | 17.1 | % | ||||||||||||||||
Selling, general, and administrative expenses increased $3.8 million or 6.9% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was driven by an increase in expenses due to an increase in average employee headcount, with $2.2 million resulting from organic growth and $1.6 million resulting from the 2025 Acquisitions. Selling, general and administrative expenses as a percentage of revenue increased from 16.1% to 16.9% based primarily on Selling, general, and administrative expenses increasing at a higher rate than revenue during the three months ended June 30, 2026 as a result of the IRA price changes.
Selling, general, and administrative expenses increased $11.1 million or 10.4% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was driven by an increase in expenses due to an increase in average employee headcount, with $7.6 million resulting from organic growth and $3.5 million resulting from the 2025 Acquisitions. Selling, general, and administrative expenses as a percentage of revenue increased from 15.9% to 17.1% based primarily on Selling, general and administrative expenses increasing at a higher rate than revenue during the six months ended June 30, 2026 as a result of the IRA price changes.
23
Table of Contents
Other expense (income), net
| Three Months Ended June 30, |
% Change | Six Months Ended June 30, |
% Change | |||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||||||||
| Other expenses (income), net |
$ | (179 | ) | $ | (9,302 | ) | 5096.6 | % | $ | (450 | ) | $ | (10,074 | ) | 2138.7 | % | ||||||||
| Percentage of revenue |
0.1 | % | 2.6 | % | 0.1 | % | 1.5 | % | ||||||||||||||||
Other expenses (income), net increased $9.1 million or 5096.6% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was driven by $8.5 million received as a part of a legal settlement related to a payor-reimbursement matter during the three months ended June 30, 2026. Other expenses (income), net as a percentage of revenue increased from 0.1% to 2.6% based primarily on the settlement described above.
Other expenses (income), net increased $9.6 million or 2138.7% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was driven by $8.5 million received as a part of a legal settlement related to a payor-reimbursement matter during the six months ended June 30, 2026. Other expenses (income), net as a percentage of revenue increased from 0.1% to 1.5% based primarily on the settlement described above.
Provision for income taxes
| Three Months Ended June 30, |
% Change | Six Months Ended June 30, |
% Change | |||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||||||||||
| Provision for income taxes |
$ | 3,760 | $ | 7,671 | 104.0 | % | $ | 7,593 | $ | 12,420 | 63.6 | % | ||||||||||||
Income tax expense increased by $3.9 million for the three months ended June 30, 2026, when compared to the prior year. Income tax expense increased by $4.8 million for the six months ended June 30, 2026, when compared to the prior year. This increase is primarily due to the increase in income from operations for the period offset by a lower effective tax rate as a result of a decrease in the incremental share-based compensation charge in connection with the Corporate Reorganization and IPO.
Adjusted EBITDA and Other Non-GAAP Financial Measures
To supplement the results presented in our consolidated financial statements in accordance with GAAP, we also present Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS, which are financial measures not based on any standardized methodology prescribed by GAAP.
We define Adjusted EBITDA as net income before interest expense (income), income taxes, depreciation and amortization, as adjusted to exclude the impact of items and amounts that we view as not indicative of our core operating performance, including share-based compensation, certain legal and regulatory items, financing-related and other activities, and payor-reimbursement matters.
We define Adjusted Net Income as net income attributable to Guardian Pharmacy Services, Inc. before share-based compensation expense, certain legal and other regulatory items, financing-related and other activities, payor-reimbursement matters, amortization expense associated with acquisition-related intangible assets, and the income tax impact of the adjustments.
We define Adjusted EPS as Adjusted Net Income divided by the total weighted average of diluted shares for Class A common stock and Class B common stock.
Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS do not have a definition under GAAP, and our definition of Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS may not be the same as, or comparable to, similarly titled measures used by other companies.
24
Table of Contents
We use Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS to better understand and evaluate our core operating performance and trends. We believe that presenting Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS provides useful information to investors in understanding and evaluating our operating results, as it permits investors to view our core business performance using the same metrics that management uses to evaluate our performance.
There are a number of limitations related to the use of Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS rather than the most directly comparable GAAP financial measure, including:
| • | Adjusted EBITDA does not reflect interest and income tax payments that represent a reduction in cash available to us; |
| • | Depreciation and amortization are non-cash charges and the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; |
| • | Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS do not reflect changes in, or cash requirements for, our working capital needs; |
| • | Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS do not consider the impact of share-based compensation; and |
| • | Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS exclude the impact of certain legal and regulatory items, and payor-reimbursement matters which can affect our current and future cash requirements. |
Because of these limitations, Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. You should consider Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS alongside other financial measures, including net income, diluted EPS, and our other financial results presented in accordance with GAAP.
A reconciliation of Adjusted EBITDA to net income and of Adjusted Net Income to Net Income Attributable to Guardian Pharmacy Services, Inc., the most directly comparable GAAP financial measures, are set forth below.
25
Table of Contents
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (in thousands) | 2025 | 2026 | 2025 | 2026 | ||||||||||||
|
|
|
|
|
|||||||||||||
| Net income |
$ | 8,827 | $ | 22,121 | $ | 18,100 | $ | 35,665 | ||||||||
| Add: |
||||||||||||||||
| Interest expense (income), net |
(68 | ) | (504 | ) | (70 | ) | (920 | ) | ||||||||
| Depreciation and amortization |
5,489 | 5,808 | 10,756 | 11,784 | ||||||||||||
| Provision for income taxes |
3,760 | 7,671 | 7,593 | 12,420 | ||||||||||||
|
|
|
|
|
|||||||||||||
| EBITDA |
$ | 18,008 | $ | 35,096 | $ | 36,379 | $ | 58,949 | ||||||||
|
|
|
|
|
|||||||||||||
| Share-based compensation (1) |
4,446 | 2,932 | 8,414 | 4,793 | ||||||||||||
| Certain legal & other regulatory matters (2) |
595 | 89 | 623 | 18 | ||||||||||||
| Financing-related and other activities (3) |
1,016 | 32 | 1,814 | 873 | ||||||||||||
| Payor-reimbursement matters (4) |
887 | (8,491 | ) | 1,155 | (5,217 | ) | ||||||||||
|
|
|
|
|
|||||||||||||
| Adjusted EBITDA |
$ | 24,952 | $ | 29,658 | $ | 48,385 | $ | 59,416 | ||||||||
|
|
|
|
|
|||||||||||||
| Net income as a percentage of revenue |
2.6 | % | 6.3 | % | 2.7 | % | 5.2 | % | ||||||||
|
|
|
|
|
|||||||||||||
| Adjusted EBITDA as a percentage of revenue |
7.2 | % | 8.4 | % | 7.2 | % | 8.6 | % | ||||||||
|
|
|
|
|
|||||||||||||
| Net Income attributable to Guardian Pharmacy Services, Inc. |
$ | 9,030 | $ | 21,872 | $ | 18,478 | $ | 35,167 | ||||||||
| Share-based compensation (1) |
4,446 | 2,932 | 8,414 | 4,793 | ||||||||||||
| Certain legal & other regulatory matters (2) |
595 | 89 | 623 | 18 | ||||||||||||
| Financing-related and other activities (3) |
1,016 | 32 | 1,814 | 873 | ||||||||||||
| Payor-reimbursement matters (4) |
887 | (8,491 | ) | 1,155 | (5,217 | ) | ||||||||||
| Acquisition-related intangible asset amortization (5) |
874 | 865 | 1,709 | 1,857 | ||||||||||||
| Income tax impact of adjustments (6) |
(2,314 | ) | 1,175 | (2,866 | ) |
|
(600 |
) | ||||||||
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| Adjusted net income |
$ | 14,534 | $ | 18,474 | $ | 29,327 | $ | 36,891 | ||||||||
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| Weighted average common shares outstanding used in calculating diluted U.S. GAAP net income per share |
63,203 | 63,836 | 63,055 | 63,757 | ||||||||||||
| Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per share |
63,203 | 63,836 | 63,055 | 63,757 | ||||||||||||
| Diluted EPS |
$ | 0.14 | $ | 0.34 | $ | 0.29 | $ | 0.55 | ||||||||
| Adjusted EPS |
$ | 0.23 | $ | 0.29 | $ | 0.47 | $ | 0.58 | ||||||||
| (1) | See Note 7 - Share-based Compensation for further detail on the share-based compensation expense. |
| (2) | Represents non-recurring attorney’s fees, settlement costs and other expenses, and insurance reimbursements related to settlements, associated with certain legal proceedings. The Company excludes such charges and reimbursements, recorded as selling, general, and administrative expenses, when evaluating operating performance because it does not incur such charges on a predictable basis and exclusion allows for consistent evaluation of operations. |
| (3) | Represents non-recurring costs associated with various financing-related activities included in the three and six months ended June 30, 2025 and 2026, and costs to transition to a public company included in the three and six months ended June 30, 2025. |
| (4) | Represents non-recurring settlements, recorded as other income, and legal expenses, recorded as selling, general and administrative expenses, associated with payor reimbursement matters. |
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Settlements received associated with payor reimbursement matters, recorded as other income, were $8.5 million during the three and six months ended June 30, 2026, and $0.0 million during the three and six months ended June 30, 2025.
Legal expenses associated with payor reimbursement matters, recorded as selling, general and administrative expenses, were $0.0 million and $3.3 million during the three and six months ended June 30, 2026, respectively, and $0.9 million and $1.2 million during the three and six months ended June 30, 2025, respectively.
On April 21, 2026, the Company executed a mutual release and settlement agreement related to a payor-reimbursement matter. As part of the settlement, the Company received an $8.5 million cash payment, which is recorded in Other expense (income) on the Condensed Consolidated Statement of Operations.
| (5) | Represents amortization expense associated with the acquisition-related intangible assets, such as customer lists and trademarks. |
| (6) | Represents the income tax impact of non-GAAP adjustments, calculated using the estimated tax rate for the respective non-GAAP adjustment. |
Liquidity and Capital Resources
We have historically financed our business and acquisitions primarily through cash from operations and borrowings under our Loan Agreement (as defined below) and, more recently, sales of our Class A common stock in our IPO. We use cash in the ordinary course of our operations primarily for prescription drug acquisition costs, capital expenditures, and personnel costs. As of June 30, 2026, we had $89.8 million in cash and cash equivalents. Our cash primarily consists of demand deposits held with a large regional financial institution.
On May 21, 2026, the Company entered into the Eighth Amendment (the “Amendment”) to the Third Amended and Restated Loan and Security Agreement dated as of April 23, 2018 (as amended from time to time, the “Loan Agreement”), with Regions Bank. The Loan Agreement provides for both term loan commitments and revolving loan commitments. The Amendment amended the Loan Agreement to, among other things, (i) replace references to Guardian Pharmacy, LLC with the Company as borrower and make certain related modifications to reflect the borrower’s status as a public company, (ii) extend the maturity date of the revolving loan commitments from April 23, 2027 to May 21, 2030 and (iii) permit the Company to add incremental term loans and/or increase the revolving loan commitments thereunder in an aggregate amount not to exceed $40 million. The revolving loan commitment under the Loan Agreement bears an interest rate equal to the one-month Secured Overnight Financing Rate (“SOFR”) plus an additional rate of 1.80% to 2.80% based on certain financial ratios maintained by the Company. The total amount available under the revolving credit facility is $40 million, and the Company has the ability to increase its overall borrowing capacity to $80 million through additional revolving commitments and/or incremental term loans. As of June 30, 2026, the Company was in compliance with all required debt and financial covenants under the Loan Agreement.
As of June 30, 2026, we had no amounts of principal outstanding under any term loan commitments and no borrowings outstanding under any revolving loan commitments.
We believe our existing cash and cash equivalents, expected cash flows provided by our operations, and the amounts available under our Loan Agreement will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months and for the foreseeable future, though we may require additional capital resources in the future.
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Net Cash Flows
For the six months ended June 30, 2025 and 2026, respectively, our net cash flows provided by / (used in) were as follows:
| (in thousands) |
|
Six Months Ended June 30, |
| |||||
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| 2025 | 2026 | |||||||
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| Operating activities |
$ | 37,486 | $ | 36,087 | ||||
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| Investing activities |
(18,549 | ) | (9,056 | ) | ||||
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| Financing activities |
(4,780 | ) | (2,843 | ) | ||||
Operating Activities
Cash flows provided by operating activities consist of our net income principally adjusted for certain non-cash items, such as depreciation and amortization, provision for losses on accounts receivable, changes in deferred tax asset, and share-based compensation expense. Cash flows used in operating activities consist primarily of changes in our operating assets and liabilities. Income tax payments and receivables are presented as changes in operating assets and liabilities within operating activities.
Net cash provided by operating activities for the six months ended June 30, 2026 decreased $1.4 million compared to the corresponding period in 2025. The decrease was primarily due to an increase in accounts receivable and a decrease in accounts payable, driven by timing difference in working capital associated with the IRA, offset by an increase in other current liabilities when compared to the corresponding period in 2025, and $8.5 million received as a part of a payor-related legal settlement during the six months ended June 30, 2026.
Investing Activities
Cash flows provided by investing activities consist primarily of proceeds from disposition of property and equipment. Cash flows used in investing activities consist primarily of capital expenditures relating to our new and existing pharmacy locations and payments related to acquisitions.
Net cash used in investing activities for the six months ended June 30, 2026 decreased by $9.5 million compared to the corresponding period in 2025. The decrease was primarily due to the decrease in payments for acquisitions of $8.9 million compared to the corresponding period in 2025.
Financing Activities
Cash flows provided by financing activities consist primarily of sales of our common stock. Cash flows used in financing activities consist primarily of payments of offering costs and principal payments on finance leases.
Net cash used in financing activities for the six months ended June 30, 2026 decreased by $1.9 million compared to the corresponding period in 2025. The decrease is primarily due to decreases in payments of equity offering costs, partially offset by increased distributions to non-controlling interests.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with GAAP. Preparing our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses as well as related disclosures. Because these estimates and judgments may change from period to period, actual results could differ materially, which may negatively affect our financial condition or results of operations. We base our estimates and judgments on historical experience and various other assumptions that we consider reasonable, and we evaluate these estimates and judgments on an ongoing basis.
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See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed for the year ended December 31, 2025, for further discussion of critical accounting estimates. There were no material changes to our critical accounting policies with which the estimates are developed since December 31, 2025.
Recent Accounting Pronouncements
Refer to Note 2 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for accounting pronouncements adopted and recent accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. We held cash and cash equivalents of $89.8 million as of June 30, 2026, which primarily consist of demand deposits held with financial institutions. Changes in interest rates affect the interest income we earn on our cash and cash equivalents and the fair value of our cash equivalents. Historical fluctuations in interest rates have not had a significant impact on our financial condition or results of operations, and a hypothetical 100 basis point increase or decrease in interest rates would not have a material impact on the value of our cash and cash equivalents or on our future financial condition or results of operations.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2026.
Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were designed, and were effective, to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting
During the three and six months ended June 30, 2026, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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ITEM |
1. Legal Proceedings |
ITEM |
1A. Risk Factors |
ITEM |
2. Unregistered Sales of Equity Securities and Use of Proceeds |
ITEM |
3. Defaults Upon Senior Securities |
ITEM |
4. Mine Safety Disclosures |
ITEM |
5. Other Information |
Table of Contents
| ITEM | 6. Exhibits |
| Incorporated by Reference | ||||||||||||||||||
| Exhibit Number |
Description | Form | File Number | Exhibit | Filing Date | |||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-42284 | 3.1 | 09/30/2024 | |||||||||||||
| 3.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-42284 | 3.2 | 09/30/2024 | |||||||||||||
| 10.1 | Eighth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of May 21, 2026, by and among Guardian Pharmacy Services, Inc., the guarantors party thereto, the lenders party thereto, and Regions Bank, as administrative agent and collateral agent. | 8-K | 001-42284 | 10.1 | 05/28/2026 | |||||||||||||
| 10.2+ | Form of Nonqualified Stock Option Notice of Grant and Award Agreement (Employees) under the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan. | |||||||||||||||||
| 10.3+ | Form of Employment Agreement with Senior Vice President Executive Officers. | |||||||||||||||||
| 31.1 | Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||
| 31.2 | Certification of the Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||
| 32.1 | Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||
| 32.2 | Certification of the Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||
| 101.INS | XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||||
| 101.SCH | XBRL Taxonomy Schema Linkbase Document | |||||||||||||||||
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document | |||||||||||||||||
| 101.DEF | XBRL Taxonomy Definition Linkbase Document | |||||||||||||||||
| 101.LAB | XBRL Taxonomy Label Linkbase Document | |||||||||||||||||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document | |||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||||||
| + | Indicates management contract or compensatory plan. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Guardian Pharmacy Services, Inc. | ||||||
| Date: August 6, 2026 | By: | /s/ William Mudd | ||||
| William Mudd | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
| (Principal Financial and Accounting Officer) | ||||||
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