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Guardian Pharmacy updates $80M credit facility

Guardian Pharmacy Services, Inc. amended its senior credit facility, entering into an Eighth Amendment to its Third Amended and Restated Loan and Security Agreement.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Guardian Pharmacy Services, Inc. amended its senior credit facility, entering into an Eighth Amendment to its Third Amended and Restated Loan and Security Agreement. The amendment extends the maturity of the revolving loan commitments from April 23, 2027 to May 21, 2030 and allows incremental term loans or additional revolver capacity up to $40 million, which could bring total borrowing capacity to $80 million.

The amendment also replaces the borrower entity name with the public company, increases certain baskets and thresholds, and changes the financial covenant from a consolidated leverage ratio to a consolidated net leverage ratio. Net leverage will be calculated as consolidated debt minus up to $20 million of unrestricted cash, divided by consolidated Adjusted EBITDA.

Positive

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Insights

Guardian extends loan maturity to 2030 and refreshes leverage covenants.

The amendment gives Guardian Pharmacy Services longer-dated revolving loan commitments, moving the maturity from April 23, 2027 to May 21, 2030. It also permits incremental term loans or higher revolver commitments up to an additional $40 million, for total borrowing capacity of $80 million.

Credit capacity and covenant design affect financial flexibility and risk tolerance. The shift from a leverage ratio to a net leverage ratio that deducts up to $20 million of unrestricted cash may be easier to maintain when cash balances are strong. Actual impact will depend on future borrowing levels and Adjusted EBITDA performance under the new definition.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Potential total borrowing capacity $80 million Maximum capacity under amended loan agreement
Incremental loans/commitment increase $40 million Aggregate amount of incremental term loans and/or revolver increases
Revolver maturity date May 21, 2030 Extended maturity of revolving loan commitments
Prior revolver maturity date April 23, 2027 Previous maturity of revolving loan commitments
Original agreement date April 23, 2018 Date of Third Amended and Restated Loan and Security Agreement
Unrestricted cash cap in covenant $20 million Maximum unrestricted cash deducted in net leverage ratio
Eighth Amendment regulatory
"entered into the Eighth Amendment (the “Amendment”) to the Third Amended and Restated Loan and Security Agreement"
revolving loan commitments financial
"extend the maturity date of the revolving loan commitments from April 23, 2027 to May 21, 2030"
incremental term loans financial
"permit the Company to add incremental term loans and/or increase the revolving loan commitments"
Additional borrowings added onto an existing term loan facility as one or more extra tranches, often with their own size, interest rate, and repayment schedule but governed by the same loan agreement. Think of it like taking out an extra mortgage slice on top of an existing mortgage to fund a specific need; for investors, incremental term loans change a company’s total debt, interest costs and repayment schedule, and can affect credit metrics and lender covenants.
consolidated net leverage ratio covenant financial
"replace the consolidated leverage ratio covenant with a consolidated net leverage ratio covenant"
consolidated Adjusted EBITDA financial
"to (b) the Company’s consolidated Adjusted EBITDA"
Consolidated adjusted EBITDA is a company’s combined operating profit across all its units before interest, taxes, depreciation and amortization, further cleaned up by removing one‑time, noncash or unusual items so it shows the ongoing cash-generating performance. Think of it as the business’s engine power after stripping out financing, tax rules and one-off events—investors use it to compare operating health and value companies, but it’s not a formal accounting measure.

FAQ

What change did Guardian Pharmacy Services (GRDN) make to its loan maturity?
Guardian Pharmacy Services extended the maturity of its revolving loan commitments from April 23, 2027 to May 21, 2030. This lengthens the timeframe over which its primary credit facility remains available under the amended loan agreement.

How much borrowing capacity does Guardian Pharmacy Services (GRDN) now have under its credit facility?
The amendment allows incremental term loans and increased revolving commitments up to $40 million, which could result in total borrowing capacity of $80 million. This figure reflects the maximum potential capacity if the incremental amounts are fully utilized.

How did Guardian Pharmacy Services (GRDN) change its leverage covenant?
The amendment replaces a consolidated leverage ratio covenant with a consolidated net leverage ratio covenant. Net leverage is defined as consolidated debt minus up to $20 million of unrestricted cash, divided by consolidated Adjusted EBITDA for the relevant period.

Why was Guardian Pharmacy Services, Inc. named as borrower in the amended loan agreement?
The amendment replaces references to Guardian Pharmacy, LLC with Guardian Pharmacy Services, Inc. as borrower. Related changes were made to reflect the company’s status as a public company while maintaining guarantees from certain subsidiaries under the loan agreement.

What other flexibility did Guardian Pharmacy Services (GRDN) gain in this loan amendment?
The amendment increases amounts available under certain baskets and thresholds in the loan agreement. These changes can affect how much the company may incur or pay under specified categories, within the constraints defined by the amended credit documentation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001802255 0001802255 2026-05-21 2026-05-21
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2026

 

 

Guardian Pharmacy Services, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-42284   87-3627139
(State or other jurisdiction of
incorporation or organization)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

300 Galleria Parkway SE  
Suite 800  
Atlanta, Georgia   30339
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (404) 810-0089

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Class A Common Stock, par value $0.001 per share   GRDN   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

On May 21, 2026, Guardian Pharmacy Services, Inc. (the “Company”), as borrower, and certain of its subsidiaries, as guarantors, 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 the lenders party thereto and Regions Bank, as administrative agent and collateral agent.

The Amendment amends 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, (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, which could result in total borrowing capacity of $80 million, (iv) increase the amounts available under certain baskets and thresholds in the Loan Agreement and (v) replace the consolidated leverage ratio covenant with a consolidated net leverage ratio covenant. Pursuant to the Amendment, the Company’s consolidated net leverage ratio is calculated as, at any time of determination and for any period, the ratio of: (a) the consolidated debt of the Company minus the unrestricted cash (in an amount not to exceed $20 million) of the Company and the guarantors to (b) the Company’s consolidated Adjusted EBITDA.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included under Item 1.01 above is incorporated by reference into this Item 2.03.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

   

Description

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.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: May 28, 2026

 

GUARDIAN PHARMACY SERVICES, INC.
By:  

/s/ David K. Morris

Name:   David K. Morris
Title:   Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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