Guardian Pharmacy Services launches 5 million share public offering

Guardian Pharmacy Services Inc. (NYSE: GRDN) announced the launch of an underwritten public offering of 5 million shares of Class A common stock. The offering consists of 3.98 million shares from selling stockholders and 1.02 million newly issued shares from Guardian.

The company described the offering as non-dilutive because Guardian will use all net proceeds to repurchase an equal number of shares from certain stockholders at the public offering price minus underwriting discount. This "synthetic secondary" transaction means the total number of outstanding shares will remain unchanged after completion.

Selling stockholders have granted underwriters a 30-day option to purchase up to an additional 750,000 shares at the public offering price less underwriting discount. Guardian will not receive proceeds from shares sold by the selling stockholders.

The shares to be repurchased consist of Class A common stock issued upon conversion of Class B shares originally issued during Guardian's corporate reorganization in September 2024.

BofA Securities, Jefferies and Raymond James serve as joint bookrunners for the offering. Stephens Inc. and Oppenheimer & Co. act as co-managers.

A shelf registration statement on Form S-3 was filed with the Securities and Exchange Commission on October 14, 2025 and became effective November 3, 2025.

Guardian operates 61 pharmacies across 38 states, serving approximately 205,000 residents in about 8,400 long-term care facilities as of December 31, 2025. The Atlanta-based company provides technology-enabled pharmacy services to long-term healthcare facilities.

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