Guardian Pharmacy locks up 29.9M insider shares

Guardian Pharmacy Services is locking up about 29.9 million insider Class A shares through September 14, 2027, following a scheduled Class B to Class A conversion.

Rhea-AI Filing Summary

Guardian Pharmacy Services, Inc. (GRDN) entered into lock-up agreements effective September 10, 2026 with its founders, executive officers and certain other employees covering their Class A common stock. After an automatic conversion of 13,521,396 shares of Class B common stock into Class A common stock on September 27, 2026, approximately 29.9 million shares of Class A common stock held by these holders will be subject to the lock-up.

The locked-up shares represent about 81% of roughly 37 million Class A shares that will be held by all founders, executive officers and other pre-IPO employees. Subject to limited exceptions and without the Company’s prior consent, these shares cannot be offered, sold, distributed, disposed of or transferred through September 14, 2027. Following the September 27, 2026 conversion, the Company will have 63,320,300 shares of Class A common stock outstanding.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares subject to lock-up: 29,900,000 shares of Class A common stock (approximately) Portion of insider Class A holdings locked: 81% Class B shares converting: 13,521,396 shares +2 more

5 metrics

Shares subject to lock-up 29,900,000 shares of Class A common stock (approximately) Class A shares held by founders, executive officers and certain other employees subject to lock-up after the upcoming conversion

Portion of insider Class A holdings locked 81% Percentage of approximately 37 million Class A shares held by founders, executive officers and other pre-IPO employees

Class B shares converting 13,521,396 shares Automatic conversion of final tranche of Class B common stock into Class A on September 27, 2026

Post-conversion Class A shares outstanding 63,320,300 shares Class A common stock outstanding after giving effect to the September 27, 2026 conversion

Lock-up period end date September 14, 2027 Date through which lock-up restrictions apply, subject to limited exceptions and Company consent

Key Terms

lock-up agreements, automatic conversion, Class A common stock, initial public offering, +1 more

5 terms

lock-up agreements financial

"entered into lock-up agreements with its founders, executive officers and certain other employees"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

automatic conversion financial

"upon the automatic conversion of the final tranche of shares of Class B common stock"

Class A common stock financial

"shares of the Company’s Class A common stock on September 27, 2026"

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.

initial public offering financial

"employees who held shares of the Company’s common stock prior to its initial public offering"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What lock-up agreements did GRDN announce on September 10, 2026?

Guardian Pharmacy Services, Inc. entered into lock-up agreements with its founders, executive officers and certain other employees, restricting transfers of approximately 29.9 million shares of Class A common stock from September 10, 2026 through September 14, 2027, subject to limited exceptions and Company consent.

How many GRDN insider shares are subject to the new lock-up?

Approximately 29.9 million shares of Guardian Pharmacy Services’ Class A common stock held by founders, executive officers and certain other employees will be subject to the lock-up agreements after giving effect to the upcoming Class B to Class A conversion.

What percentage of GRDN employee and founder shares are locked up?

The filing states that the approximately 29.9 million locked-up Class A shares represent about 81% of the approximately 37 million Class A shares that will be held by all founders, executive officers and other employees who held shares prior to the initial public offering.

When will Guardian Pharmacy Services’ Class B shares convert to Class A?

The Company states that 13,521,396 shares of Class B common stock will automatically convert into Class A common stock on September 27, 2026, representing the final tranche of Class B shares issued in the Company’s 2024 reorganization.

How many GRDN Class A shares will be outstanding after the conversion?

Following the September 27, 2026 automatic conversion and issuance of 13,521,396 Class A shares, Guardian Pharmacy Services, Inc. will have 63,320,300 shares of Class A common stock outstanding, according to the filing.

How long do the GRDN lock-up restrictions last?

The lock-up agreements restrict the covered holders from offering, selling, distributing, disposing of or transferring the approximately 29.9 million Class A shares without Company consent from the agreement date through September 14, 2027, subject to limited exceptions described in the agreements.

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

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Available on EDGAR 09/10/2026 - 04:06 PM Accepted by SEC EDGAR 09/10/2026 - 04:05 PM Learn about SEC filing dates

false 0001802255 0001802255 2026-09-10 2026-09-10

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): September 10, 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)		(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 8.01 Other Events.

Common Stock Lock-Up Agreements with Certain Holders

Effective September 10, 2026, Guardian Pharmacy Services, Inc. (the “Company”) entered into lock-up agreements with its founders, executive officers and certain other employees (the “Lock-Up Holders”) who hold shares of the Company’s Class A common stock.

Giving effect to the upcoming issuance of 13,521,396 shares of Class A common stock on September 27, 2026 upon the automatic conversion of the final tranche of shares of Class B common stock that were issued in the Company’s reorganization in September 2024, approximately 29.9 million shares of Class A common stock held by the Lock-Up Holders will be subject to the lock-up agreements. Those shares represent approximately 81% of the approximately 37 million shares of Class A common stock (after giving effect to the upcoming conversion) that will be held by all of the Company’s founders, executive officers and other employees who held shares of the Company’s common stock prior to its initial public offering.

Pursuant to the lock-up agreements, and subject to limited exceptions, the Lock-Up Holders have agreed not to offer, sell, distribute or otherwise dispose of or transfer any of the approximately 29.9 million shares of Class A common stock that are subject to those agreements, without the prior consent of the Company, during the period from the date of the agreement through September 14, 2027.

Following the upcoming conversion and issuance of the 13,521,396 shares of Class A common stock on September 27, 2026, the Company will have 63,320,300 shares of Class A common stock outstanding.

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 hereunto duly authorized.

				Guardian Pharmacy Services, Inc.
September 10, 2026				By:		/s/ Douglas Towns
				Name:		Douglas Towns
				Title:		Senior Vice President, General Counsel and Senior Compliance Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.5 KB