Guardian Pharmacy (GRDN) Insider: Large Conversion and Mandated Share Transfers Disclosed

Rhea-AI Filing Summary

Guardian Pharmacy Services insider David K. Morris, an executive vice president and CFO, reported conversion and transfer-related changes in his holdings. On 09/27/2025, 641,869 shares of Class B common stock were reported as converted into Class A common stock on a one-for-one basis, increasing his reported Class A beneficial ownership to 856,364 shares. The filing explains that Class B shares convert in substantially equal tranches on 09/27/2025, 03/28/2026 and 09/27/2026. Under a September 2025 domestic relations order, Morris agreed to transfer 422,989 Class A shares by 11/11/2025 and an additional 641,870 Class A shares between 03/28/2026 and 11/11/2026.

Positive

• Conversion mechanism executed as designed: 641,869 Class B shares converted one-for-one into Class A, consistent with the charter’s scheduled tranches
• Transparency and timely disclosure: Reporting filed with clear conversion and transfer schedules and amounts

Negative

• Significant mandated transfers: Reporting person agreed to transfer 422,989 Class A shares by 11/11/2025 and 641,870 shares between 03/28/2026 and 11/11/2026 under a domestic relations order
• Material reduction in beneficial ownership: The DRO will materially lower the insider’s effective stake over the next year

Insights

Financial Analyst

TL;DR: Insider converted Class B to Class A and agreed to sizable transfers under a domestic relations order, altering effective ownership.

The conversion of 641,869 Class B shares into Class A shares increases the reporting person’s stated Class A holdings to 856,364 shares immediately, with additional automatic conversions scheduled through 09/27/2026. Material outgoing transfers are mandated by a domestic relations order: 422,989 Class A shares to be transferred by 11/11/2025 and 641,870 shares during 03/28/2026–11/11/2026. For investors, these transactions change the insider’s reported beneficial ownership profile and could affect future insider availability of shares; however, the filing does not state any open-market sales or change in voting arrangements beyond the DRO.

Corporate Governance Expert

TL;DR: Conversion mechanics are routine under the charter; the domestic relations order creates scheduled divestitures that materially reduce the insider’s stake.

The Amended and Restated Certificate of Incorporation provides for phased one-for-one conversion of Class B to Class A shares on specified dates, a corporate governance mechanism rather than a discretionary sale. Separately, a September 2025 domestic relations order (DRO) obligates the reporting person to transfer a total of 1,064,859 Class A shares across two periods, with firm deadlines. This is a legal transfer obligation and not a voluntary insider disposition for liquidity or portfolio rebalancing, but it will meaningfully lower the reporting person’s beneficial ownership over the next year.

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^*

Morris David K

(Last) (First) (Middle)

300 GALLERIA PARKWAY SE, SUITE 800

(Street)

ATLANTA GA 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		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

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		641,869	A	(1)	856,364(2)	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			641,869	(1)	(1)	Class A Common Stock	641,869	(1)	1,283,739(3)	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.

2. Pursuant to a September 2025 domestic relations order relating to an existing divorce settlement agreement with the Reporting Person's former spouse (the "DRO"), the Reporting Person has agreed to transfer an aggregate of 422,989 of these shares of Class A common stock to such former spouse by November 11, 2025.

3. Pursuant to the DRO, the Reporting Person has agreed to transfer an aggregate of 641,870 shares of Class A common stock (issuable upon the conversion of an equal number of shares of Class B common stock in accordance with its terms) to such former spouse during the period from March 28, 2026 through November 11,2026.

Remarks:

Executive Vice President and Chief Financial Officer

	/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.

FAQ

What did David K. Morris report on Form 4 for GRDN?

The filing reports conversion of 641,869 Class B shares into Class A shares and agreements to transfer specified Class A shares under a domestic relations order.

How many Class A shares does Morris beneficially own after the reported conversion?

The filing states Morris beneficially owned 856,364 Class A shares following the 09/27/2025 conversion.

What transfers are required by the domestic relations order (DRO)?

Morris agreed to transfer 422,989 Class A shares by 11/11/2025 and 641,870 Class A shares between 03/28/2026 and 11/11/2026.

When will remaining Class B shares convert to Class A?

The certificate provides for conversions in substantially equal tranches on 09/27/2025, 03/28/2026, and 09/27/2026.

Does the Form 4 indicate any open-market sales?

No. The filing shows conversion and transfer obligations under the DRO but does not report any open-market sales.