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Guardian Pharmacy Services, Inc. 8-K Filings

GRDN NYSE

Every 8-K that Guardian Pharmacy Services, Inc. (GRDN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow GRDN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GRDN filings page.

Rhea-AI 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.

Rhea-AI Summary

Guardian Pharmacy Services reported Q2 2026 revenue of $351,768 thousand compared with $344,334 thousand a year earlier, as IRA‑related pricing reductions muted reported growth. Net income attributable to the company was $21,872 thousand, diluted EPS was $0.34, and Adjusted EBITDA was $29,658 thousand, or 8.4% of revenue. Results included an $8.5 million cash settlement related to a payor‑reimbursement matter, recorded in other income.

Cash and cash equivalents rose to $89,807 thousand at June 30, 2026, with total assets of $443,578 thousand. Based on year‑to‑date performance, management raised its 2026 outlook to revenue of $1.43 billion–$1.45 billion and Adjusted EBITDA of $129 million–$131 million, excluding future acquisitions. Guardian also acquired Wellness Concepts in Virginia, opened a greenfield pharmacy in Lexington, Kentucky, and implemented new COO/CFO appointments and a regional leadership structure.

Rhea-AI Summary

Guardian Pharmacy Services, Inc. announced a set of leadership transitions centered on the planned retirement of Executive Vice President of Sales & Operations Kendall Forbes, effective July 1, 2026. Forbes will remain as an employee through August 31, 2026 to help transition his responsibilities.

On July 1, 2026, David Morris will move from Executive Vice President and Chief Financial Officer to Executive Vice President and Chief Operating Officer, while Will Mudd, currently Senior Vice President, Finance, will become Senior Vice President and Chief Financial Officer. The company highlights these internal promotions as part of its succession planning and notes that Mudd’s compensation will remain aligned with other executives, with no additional pay tied to his promotion.

Guardian describes itself as a long-term care pharmacy services provider with 61 licensed pharmacies, including 54 full-service locations, serving approximately 207,000 residents as of March 31, 2026.

Rhea-AI 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.

Rhea-AI Summary

Guardian Pharmacy Services, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 5, 2026. Stockholders elected Class II directors John Ackerman and Randall Lewis to terms running until the 2029 annual meeting.

Both nominees received over 44.6 million votes "for," with additional broker non-votes recorded. Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and selected a one-year frequency for future advisory votes on executive pay. In addition, stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026.

Rhea-AI Summary

Guardian Pharmacy Services, Inc. reported stronger first quarter 2026 results, with higher profitability and raised guidance. Revenue for the quarter ended March 31, 2026 grew to $336.6 million from $329.3 million a year earlier, while net income attributable to the company increased to $13.3 million from $9.4 million. Adjusted EBITDA rose to $29.8 million, and net income and Adjusted EBITDA margins improved to 4.0% and 8.8%, respectively.

Management highlighted double-digit Adjusted EBITDA growth, 10% growth in residents served and prescription volumes, and stable margins despite pricing resets from the Inflation Reduction Act. Full-year 2026 revenue guidance remains $1.40–$1.42 billion, while Adjusted EBITDA guidance was raised to $123–$127 million, reflecting about $3 million of discrete IRA-related and payor benefits.

In March 2026, Guardian completed a non-dilutive secondary offering of 6.9 million Class A shares that increased public float and trading liquidity, with no proceeds retained and no change in total Class A shares outstanding. The company also filed a new shelf registration statement but states it currently has no plans to use it.

Rhea-AI Summary

Guardian Pharmacy Services, Inc. completed a non-dilutive “synthetic secondary” share offering and shifted its NYSE governance status. The company sold 1,020,000 new Class A shares at a public price of $31.00 per share (less a $1.3175 underwriting discount) as part of a 6,900,000-share underwritten offering, alongside 5,880,000 shares sold by existing holders.

Guardian used all proceeds from its 1,020,000 newly issued shares to repurchase and cancel 1,020,000 outstanding Class A shares from certain holders under stock purchase agreements, so total shares outstanding did not change. Those agreements allow repurchases of up to 1,833,344 shares in private transactions using proceeds from future offerings.

Because the selling stockholders no longer hold a majority of voting power, Guardian ceased to qualify as a NYSE “controlled company” and will comply with full NYSE governance requirements. Effective March 20, 2026, the board formed a Nominating and Governance Committee composed entirely of independent directors.

Rhea-AI Summary

Guardian Pharmacy Services reported strong 2025 results and raised its 2026 profit outlook. Revenue for 2025 grew to $1.45 billion, with net income attributable to the company improving to $48.96 million from a prior-year loss, and Adjusted EBITDA rising to $115.15 million.

For 2026, Guardian kept its revenue outlook at $1.40–$1.42 billion but increased Adjusted EBITDA guidance to $120–$124 million, reflecting an estimated run-rate of about $110 million exiting 2025. The company ended the year with $65.6 million in cash and no long-term debt outstanding on its $75 million credit facility.

Guardian highlighted operational gains, including the acquisition of North Ridge Pharmacy in Montana, vaccine volume growth with more than 120,000 residents vaccinated in 2025, and an annualized return on equity of about 27%. Management emphasized confidence in the long-term care pharmacy model despite new IRA drug pricing changes.

Rhea-AI Summary

Guardian Pharmacy Services, Inc. reiterated its previously issued financial guidance for the full year ended December 31, 2025 and shared an early financial outlook for 2026. These updates were released through a press release that is furnished as an exhibit.

The company also prepared an investor presentation about its business for use at the 44th Annual J.P. Morgan Healthcare Conference on January 14, 2026 at approximately 4:30 p.m. Pacific Time, as well as in meetings with investors, analysts, and other interested parties. Both the press release and the presentation are provided as supplemental materials to inform the market about current expectations and business positioning.

Rhea-AI Summary

Guardian Pharmacy Services, Inc. (NYSE: GRDN) announced it issued a press release reporting financial results for the quarter ended September 30, 2025. The company furnished the press release as Exhibit 99.1.

The disclosure was made under Item 2.02 of Form 8-K and is being furnished, not filed, which means it is not subject to Section 18 liability and is not automatically incorporated by reference into other filings.

Rhea-AI Summary

Guardian Pharmacy Services announced new lock-up agreements with holders of approximately 93% of its outstanding Class A and Class B shares held by founders, executives, employees, and other pre-IPO holders. The agreements run from October 19, 2025 through June 30, 2026, limiting transfers without the Company’s prior written consent.

The lock-up covers transfer restrictions on 17,188,059 outstanding shares of Class A common stock and an additional 12,759,054 shares of Class A issuable on March 28, 2026 upon automatic conversion of an equal number of Class B shares. The Lock-Up Period may be extended by mutual written agreement.

As context, as of September 30, 2025, shares outstanding were 36,253,744 Class A and 27,066,890 Class B under a charter that provides for automatic Class B to Class A conversions at specified times and amounts.

Rhea-AI Summary

Guardian Pharmacy Services, Inc. furnished an updated company presentation for use in meetings with investors, analysts, and other interested parties. The presentation, dated September 18, 2025, is provided as Exhibit 99.1 and is incorporated by reference into this report.

The company specifies that this investor presentation is being furnished rather than filed under securities laws, which limits how it is treated for certain legal purposes and how it may be incorporated into other securities law documents.

Rhea-AI Summary

Guardian Pharmacy Services, Inc. furnished an 8-K to report that it issued a press release with its financial results for the quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated by reference. The earnings information under Item 2.02 is furnished, not filed, under the Exchange Act.