ATLANTA--(BUSINESS WIRE)--May 22, 2025-- Guardian Pharmacy Services, Inc. (“Guardian”) (NYSE: GRDN) today announced the pricing of the previously announced underwritten public offering (the “Offering”) of 7,500,000 shares of its Class A common stock, at a public offering price of $21.00 per share, of which 6,059,553 shares will be sold by certain selling stockholders and 1,440,447 shares will be issued and sold by Guardian as part of a non-dilutive “synthetic secondary” transaction, as described below. In addition, the selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 1,125,000 shares of Class A common stock at the public offering price, less the underwriting discount. The Offering is expected to close on May 27, 2025, 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 1,440,447 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 (the “Synthetic Secondary”). 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 May 29, 2025, subject to closing of the Offering. Guardian will not receive any proceeds from the offering of shares by the selling stockholders in the Offering.

Raymond James is acting as lead bookrunning manager and as representative of the underwriters for the Offering. Stephens Inc. and Truist Securities are acting as joint bookrunning managers for the Offering.

A registration statement on Form S-1 relating to the Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) today on May 22, 2025. The Offering is being made only by means of a prospectus. Once available, copies of the final prospectus may be obtained from: Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, by telephone at (800) 248-8863, or by email at prospectus@raymondjames.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Guardian Pharmacy Services

Guardian Pharmacy Services is a leading long-term care pharmacy services company that provides an extensive suite of technology-enabled services designed to help residents of long-term health care facilities (“LTCFs”) adhere to their appropriate drug regimen, which in turn helps reduce the cost of care and improve clinical outcomes. As of March 31, 2025, our 51 pharmacies served approximately 189,000 residents in approximately 7,000 LTCFs across 38 states.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are all statements other than those of historical fact. Words such as “aims,” “anticipates,” “believes,” “contemplates,” “continues,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should,” “will,” “would” and similar expressions are often, but not always, used to identify forward-looking statements. These forward-looking statements include statements regarding the Offering and the Synthetic Secondary, including the expected timing and completion thereof, and Guardian’s use of the net proceeds to it from the Offering. These forward-looking statements are based on management's current expectations and beliefs and are inherently subject to risks and uncertainties, including, among others, uncertainties related to market conditions, and those other risks and uncertainties more fully described under “Risk Factors” in Guardian’s Annual Report on Form 10-K for the year ended December 31, 2024 and the registration statement on Form S-1 relating to the Offering. Except to the extent required by applicable law, Guardian undertakes no obligation to update or revise any information contained in this press release beyond the published date, whether as a result of new information, future events or otherwise.

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Ashley Ragsdale Stockton
Senior Director, Investor Relations
Guardian Pharmacy Services, Inc.
470-995-1798
IR@guardianpharmacy.net

Source: Guardian Pharmacy Services, Inc.