Guardian Pharmacy completes $31/share synthetic secondary; loses controlled company status

Guardian Pharmacy Services, Inc.

Company sold 1,020,000 new shares at $31 in public offering; used proceeds to buy 1,020,000 shares from holders, cancelling them; no net share change.
Selling stockholders (Bindley Capital, Cardinal Equity, etc.) sold 5,880,000 shares; company received no proceeds from that portion.
Selling stockholders no longer hold majority voting power; Guardian ceases to be a controlled company under NYSE rules as of March 20, 2026.
Board established Nominating and Governance Committee with independent members Cosler, Lewis, Patchett effective March 20, 2026.
Stock Purchase Agreements allow up to 1,833,344 share repurchases from holders; further public offerings possible until June 30, 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Guardian Pharmacy Services, Inc. entered into Stock Purchase Agreement with certain holders valued at up to an aggregate of 1,833,344 shares of Class A common stock (effective 2026-03-18).

Action: entry
Agreement: equity purchase
Counterparty: certain holders
Value: up to an aggregate of 1,833,344 shares of Class A common stock
Effective: 2026-03-18

Exact text from the filing

On March 18, 2026, Guardian Pharmacy Services, Inc. (the “Company”) entered into stock purchase agreements (each, a “Stock Purchase Agreement” and collectively, the “Stock Purchase Agreements”) with certain holders (the “Holders”) of shares of the Company’s Class A common stock that were issued upon conversion of shares of the Company’s Class B common stock originally issued in connection with the Company’s corporate reorganization in September 2024.

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299 material agreements filed in the last 30 days. Browse all material agreements →

Guardian Pharmacy Services, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-119772

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