[Form 4] Guardian Pharmacy Services, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cardinal Equity Fund, L.P. reported changes in beneficial ownership of Guardian Pharmacy Services, Inc. (GRDN). The filing shows sales of Class A common stock on May 27, 2025 (270,958 shares at $20.16) and May 28, 2025 (50,305 shares at $20.16), executed pursuant to an Underwriting Agreement dated May 22, 2025. After those disposals the filing shows beneficial ownership of 149,794 and 200,099 shares following each reported sale. The reporting person also holds Class B common stock that will automatically convert one-for-one into Class A shares in substantially equal tranches on September 27, 2025, March 28, 2026 and September 27, 2026, with a tranche of 471,057 shares converting on September 27, 2025, resulting in 620,851 Class A shares reported as beneficially owned after that conversion tranche.

Insights

Financial Analyst

TL;DR: Reported secondary sales reduced Cardinal Equity's direct Class A stake; scheduled automatic conversions will increase Class A holdings in future tranches.

The filing documents that Cardinal Equity Fund, L.P. sold a total of 321,263 Class A shares across two dates at $20.16 per share under an underwriting agreement, which is a liquidity event for the selling stockholders rather than an operational disclosure about the issuer. The remaining direct Class A holdings post-sales are shown as 149,794. Separately, the fund holds Class B shares that convert one-for-one to Class A in three tranches; the first tranche of 471,057 converts on September 27, 2025, contributing to a reported post-conversion beneficial ownership figure of 620,851 Class A shares. This is a straightforward ownership and transfer schedule with clear dates and quantities.

Corporate Governance Expert

TL;DR: The Form 4 discloses routine underwriting sales and automatic charter-driven conversions; governance implications are limited but should be monitored.

The disclosure indicates sales executed under an Underwriting Agreement, which aligns with public offering mechanics. The automatic conversion provision is set by the Issuer's Amended and Restated Certificate of Incorporation and creates predictable share supply increases on scheduled dates. From a governance perspective, these are structural equity events rather than discretionary insider trades. Investors seeking dilution or voting-impact analysis can use the exact conversion and sale dates and share amounts shown in the filing to model timing and magnitude of future Class A supply.

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

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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^*

Cardinal Equity Fund, L.P.

(Last) (First) (Middle)

401 PENNSYLVANIA PARKWAY, SUITE 100

(Street)

INDIANAPOLIS IN 46280

(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		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2025

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	05/27/2025		S(1)		270,958	D	$20.16	200,099	D
Class A Common Stock	05/28/2025		S(1)		50,305	D	$20.16	149,794	D
Class A Common Stock	09/27/2025		M		471,057	A	(2)	620,851	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	(2)	09/27/2025		M			471,057	(2)	(2)	Class A Common Stock	471,057	(2)	942,114	D

Explanation of Responses:

1. Represents shares of Guardian Pharmacy Services, Inc.'s (the "Issuer") Class A common stock sold pursuant to the Underwriting Agreement, dated May 22, 2025, by and among the Issuer, the selling stockholders party thereto and Raymond James & Associates, Inc., as representative of the several underwriters named therein.

2. Pursuant to the Issuer's 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.

FAQ

What shares did Cardinal Equity Fund (GRDN) sell and when?

The filing reports sales of 270,958 Class A shares on 05/27/2025 and 50,305 Class A shares on 05/28/2025, each at $20.16 per share.

How many Class A shares will result from the reported conversion on 09/27/2025?

The filing shows 471,057 Class B shares scheduled to convert one-for-one into 471,057 Class A shares on 09/27/2025, contributing to a reported total of 620,851 Class A shares beneficially owned after that tranche.

Were the sales executed under an underwriting agreement?

Yes. The filings state the Class A shares were sold pursuant to the Underwriting Agreement dated May 22, 2025 with Raymond James & Associates, Inc. as representative.

Who is the reporting person and what is their relationship to GRDN?

The reporting person is Cardinal Equity Fund, L.P. The form indicates the filer is an Officer/Other and files as one reporting person.

Does the Form 4 show any derivative securities holdings?

Yes. The filing reports Class B common stock that will convert into Class A shares; no separate options, warrants, or other derivatives are reported.