GRDN Form 4: Director Converts 6.1M Class B to Class A, Ownership Updated

Q: How many Class A shares does the filing show Bindley beneficially owns after the conversion?

8,039,993 Class A shares are shown as beneficially owned following the reported transaction; total underlying reported is 12,200,350.

Q: Does the Form 4 show an open-market purchase or sale?

No. The transaction code indicates an internal conversion (automatic conversion per charter), not an open-market trade.

Q: Is the beneficial ownership direct or indirect according to the filing?

Indirect beneficial ownership is reported, specifically through Bindley Capital Partners I, LLC.

Guardian Pharmacy Services insider conversion increased reported Class A holdings.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Guardian Pharmacy Services insider conversion increased reported Class A holdings. On 09/27/2025 William E. Bindley, a director and 10% owner, reported the conversion of 6,100,176 shares into Class A common stock. After the conversion, the filing shows 8,039,993 shares of Class A beneficially owned (indirectly) by Bindley and, including derivative/underlying shares, a total of 12,200,350 shares reported as beneficially owned indirectly by Bindley Capital Partners I, LLC. The filing states these Class B shares convert one-for-one into Class A in substantially equal tranches on 09/27/2025, 03/28/2026 and 09/27/2026.

Positive

Required disclosure completed updating beneficial ownership following automatic conversions
Clarity on conversion schedule: one-for-one tranches on 09/27/2025, 03/28/2026 and 09/27/2026

Negative

None.

Insights

TL;DR: Director/10% owner reported a large automatic conversion of Class B to Class A, increasing indirect beneficial ownership materially.

The Form 4 documents a scheduled corporate capitalization event: automatic one-for-one conversion of Class B shares into Class A shares in tranches, with 6,100,176 shares converting on 09/27/2025. Post-transaction figures show 8,039,993 Class A shares beneficially owned and 12,200,350 total underlying shares reported indirectly via Bindley Capital Partners I, LLC. This disclosure is procedural and consistent with the issuer's governing certificate rather than an open-market purchase or sale. For investors, the record clarifies ownership composition and potential voting/float changes as conversions proceed.

TL;DR: Filing reflects contractual conversion mechanics tied to the charter; ownership stakes are updated accordingly.

The statement explains conversions mandated by the Amended and Restated Certificate of Incorporation, occurring in substantially equal tranches across specified dates. The reporting person is identified as both a director and a >10% owner, and the Form 4 reports indirect ownership through an LLC. The filing is a routine compliance disclosure updating beneficial ownership counts and the nature of indirect holdings; no new agreement terms or separate transactions are disclosed beyond the conversion schedule provided.

Insider Trade Summary

6,100,176 shares exercised/converted

Exercise 2 txns

Insider BINDLEY WILLIAM E

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Exercise	Class B Common Stock	6,100,176	$0.00	$0.00
Exercise	Class A Common Stock	6,100,176	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 12,200,350 contracts (Indirect, By Bindley Capital Partners I, LLC); Class A Common Stock — 8,039,993 shares (Indirect, By Bindley Capital Partners I, LLC)

Footnotes (1)

F1. Pursuant to Guardian Pharmacy Services, Inc.'s (the "Issuer") Amended and Restated Certificate of Incorporation, the Reporting Person's shares of Class B common stock automatically convert into shares of the Issuer's Class A common stock, on a one-for-one basis, in substantially equal tranches on each of September 27, 2025, March 28, 2026 and September 27, 2026.

FAQ

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

What did William E. Bindley report on Form 4 for GRDN?

He reported the conversion of 6,100,176 Class B shares into Class A common stock on 09/27/2025 and updated indirect beneficial ownership figures.

How many Class A shares does the filing show Bindley beneficially owns after the conversion?

8,039,993 Class A shares are shown as beneficially owned following the reported transaction; total underlying reported is 12,200,350.

Why were the Class B shares converted to Class A?

The filing states conversions occur automatically under the Issuer's Amended and Restated Certificate of Incorporation on specified tranche dates.

Does the Form 4 show an open-market purchase or sale?

No. The transaction code indicates an internal conversion (automatic conversion per charter), not an open-market trade.

Is the beneficial ownership direct or indirect according to the filing?

Indirect beneficial ownership is reported, specifically through Bindley Capital Partners I, LLC.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 09/30/2025 - 04:10 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BINDLEY WILLIAM E

(Last)

(First)

(Middle)

300 GALLERIA PARKWAY SE, SUITE 800

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Guardian Pharmacy Services, Inc. [ GRDN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/27/2025		M		6,100,176	A	⁽¹⁾	8,039,993	I	By Bindley Capital Partners I, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	09/27/2025		M			6,100,176	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,100,176	⁽¹⁾	12,200,350	I	By Bindley Capital Partners I, LLC

Explanation of Responses:

1. Pursuant to Guardian Pharmacy Services, Inc.'s (the "Issuer") Amended and Restated Certificate of Incorporation, the Reporting Person's shares of Class B common stock automatically convert into shares of the Issuer's Class A common stock, on a one-for-one basis, in substantially equal tranches on each of September 27, 2025, March 28, 2026 and September 27, 2026.

	/s/ Douglas Towns, Attorney-in-Fact	09/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

GRDN Form 4: Director Converts 6.1M Class B to Class A, Ownership Updated