GRDN Form 4: 6.1M Class B Shares Converted to Class A (09/27/2025)

Rhea-AI Filing Summary

Bindley Capital Partners I, LLC, a director-level reporting person of Guardian Pharmacy Services, Inc. (GRDN), reported a non‑derivative transaction dated 09/27/2025 converting 6,100,176 shares of Class B common stock into 6,100,176 shares of Class A common stock under the issuer's amended certificate of incorporation. After the conversion, the reporting person beneficially owns 8,039,993 shares of Class A common stock and, counting derivative holdings, 12,200,350 total shares beneficially owned. The filing is signed by an attorney‑in‑fact on 09/30/2025.

Positive

• 6,100,176 Class B shares converted to Class A, increasing transparency of Class A beneficial ownership
• Conversion occurred under the issuer's charter terms, showing scheduled, non‑discretionary reclassification rather than an open‑market transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Significant one‑for‑one conversion moved 6.1M Class B shares into Class A, increasing reported Class A beneficial ownership.

The conversion reported is a mechanical, charter‑driven reclassification: 6,100,176 Class B shares converted to Class A on 09/27/2025, raising the reporting person's Class A holdings to 8,039,993 and total beneficial ownership to 12,200,350. This changes the public distribution of share classes and increases the reporting person’s Class A stake but does not reflect an open‑market purchase or sale. Investors should note the magnitude of the conversion relative to outstanding share counts disclosed elsewhere in company filings.

Corporate Governance Expert

TL;DR: Charter provision triggered scheduled tranche conversions; filing documents insider ownership shift between classes.

The Form 4 shows conversion pursuant to the Amended and Restated Certificate of Incorporation, occurring in substantially equal tranches with additional scheduled conversions on 03/28/2026 and 09/27/2026. The transaction reflects governance terms rather than a discretionary trade by the reporting person. It clarifies voting and economic rights distribution as Class B converts to Class A, and it updates beneficial ownership disclosures required under Section 16.

Insider Trade Summary

6,100,176 shares exercised/converted

Exercise 2 txns

Insider Bindley Capital Partners I, LLC

Role 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 (Direct); Class A Common Stock — 8,039,993 shares (Direct)

Footnotes (1)

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 transaction did Bindley Capital Partners I, LLC report on Form 4 for GRDN?

The Form 4 reports the conversion of 6,100,176 Class B common shares into 6,100,176 Class A common shares on 09/27/2025.

How many Class A shares does the reporting person beneficially own after the conversion?

After the reported transaction the reporting person beneficially owns 8,039,993 shares of Class A common stock.

What is the reporting person’s total beneficial ownership following the conversion?

Including underlying shares from converted derivative securities, the reporting person beneficially owns a total of 12,200,350 shares.

Why did the conversion occur on 09/27/2025?

Per the issuer’s Amended and Restated Certificate of Incorporation, Class B shares automatically convert into Class A in substantially equal tranches on specified dates, including 09/27/2025.

Was this Form 4 filing signed and when?

Yes; the Form 4 was signed by /s/ Douglas Towns, Attorney‑in‑Fact on 09/30/2025.

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

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Accepted by SEC EDGAR 09/30/2025 - 04:10 PM Learn about SEC filing dates

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
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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 Capital Partners I, LLC

(Last) (First) (Middle)

8909 PURDUE ROAD, SUITE 500

(Street)

INDIANAPOLIS IN 46268

(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)

	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/27/2025		M		6,100,176	A	(1)	8,039,993	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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	D

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.
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