Guardian Pharmacy Prices 6M Share Public Offering at $31 Each

Guardian Pharmacy Services announced the pricing of its upsized underwritten public offering of 6,000,000 shares of its Class A common stock at a public offering price of $31.00 per share, of which 4,980,000 shares will be sold by certain selling stockholders and 1,020,000 shares will be issued and sold by Guardian as part of a non-dilutive "synthetic secondary" transaction. In addition, the selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 900,000 shares of Class A common stock at the public offering price, less the underwriting discount. The Offering is expected to close on March 20, 2026, subject to customary closing conditions. The Offering is considered non-dilutive as Guardian intends to use all of the net proceeds it receives in the Offering to repurchase from certain stockholders 1,020,000 shares of Class A common stock, at a purchase price per share equal to the public offering price in the Offering, less the underwriting discount. Accordingly, Guardian will not retain any proceeds from the Offering and, upon completion of the Offering and the Synthetic Secondary, the total number of outstanding shares of Class A common stock will remain the same. The shares to be repurchased by Guardian consist of shares of Class A common stock that were issued upon conversion of shares of Guardian's Class B common stock that were originally issued in connection with its corporate reorganization in September 2024. The repurchases are expected to be completed not later than March 24, 2026, subject to closing of the Offering. Guardian will not receive any proceeds from the offering of shares by the selling stockholders in the Offering. BofA Securities, Jefferies and Raymond James are acting as joint bookrunners for the proposed Offering. Stephens Inc. and Oppenheimer & Co. are acting as co-managers for the proposed Offering.