Guardian Pharmacy (GRDN) Director Converts 6.1M Class B to Class A

Rhea-AI Filing Summary

Thomas J. Salentine Jr., a director and reported >10% owner of Guardian Pharmacy Services, Inc. (GRDN), reported a Section 16 transaction on Form 4 showing activity on 09/27/2025. The filing discloses 6,100,176 shares of Class A common stock acquired (code M) and a disposition of 35,714 Class A shares. After the reported non-derivative transaction the filing shows 8,039,993 Class A shares beneficially owned indirectly through Bindley Capital Partners I, LLC. The filing also reports converted derivative/Class B activity reflecting 6,100,176 Class B shares treated as converted into Class A, bringing total indirect beneficial ownership of Class A to 12,200,350 shares. The filing notes these Class B shares convert one-for-one in tranches on 09/27/2025, 03/28/2026 and 09/27/2026.

Positive

• Transaction disclosed transparently with clear dates and post-transaction beneficial ownership totals
• Conversion follows chartered mechanism (one-for-one tranches) so change is procedural and disclosed

Negative

• No pricing or cash consideration provided for the transaction, limiting assessment of economic impact
• Large indirect ownership concentration (12,200,350 Class A shares) could affect float or control dynamics

Insights

Securities Analyst

TL;DR: Significant insider conversion increases Class A shares controlled indirectly via Bindley Capital, altering public float composition.

The Form 4 documents a sizeable one-time conversion event:The reporting person, identified as a director and >10% owner, recorded acquisition of 6,100,176 Class A shares (transaction code M) and a small 35,714 share disposition. The filing explicitly states these Class B shares convert one-for-one into Class A in scheduled tranches, and post-transaction beneficial ownership totals are disclosed. This is a material ownership reclassification that increases indirect Class A holdings to 12,200,350 shares. The disclosure is factual and limited to ownership change; no sales, option exercises for cash, or pricing information beyond the transaction codes are provided.

Corporate Governance Expert

TL;DR: Conversion follows charter terms; increases voting/ownership exposure in Class A for an insider entity.

The filing explicitly ties the share movement to the Issuer's Amended and Restated Certificate of Incorporation, stating scheduled automatic conversions of Class B to Class A. The reporting person holds the converted shares indirectly through Bindley Capital Partners I, LLC. This is a governance-driven reclassification rather than a market sale and should be viewed as a transfer of economic or voting exposure from Class B to Class A per the charter mechanics described in the filing. The form contains no indications of changes to voting rights beyond the conversion mechanics stated.

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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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^*

Salentine Thomas J Jr

(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	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	I	By Bindley Capital Partners I, LLC
Class A Common Stock								35,714	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	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.
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FAQ

What did Thomas J. Salentine Jr. report on Form 4 for GRDN?

The Form 4 reports a 09/27/2025 transaction where 6,100,176 Class A shares were acquired (code M) and 35,714 Class A shares were disposed; beneficial ownership after the report is disclosed.

How many Class A shares does the filing show beneficially owned after the transaction?

The filing shows 8,039,993 Class A shares beneficially owned following the non-derivative transaction and total indirect beneficial ownership of Class A of 12,200,350 shares after accounting for converted Class B.

Why were Class B shares converted to Class A according to the filing?

Per the filing, the Issuer's Amended and Restated Certificate of Incorporation provides for automatic one-for-one conversion of Class B to Class A in substantially equal tranches on specified dates including 09/27/2025.

Is the reported ownership direct or indirect?

The reported Class A beneficial ownership is shown as indirect through Bindley Capital Partners I, LLC.

Does the Form 4 disclose any cash proceeds or prices for the converted shares?

No; the filing does not provide any price or cash consideration for the conversions or listed transactions.