{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-119772","form_type":"8-K","ticker":"GRDN","cik":"0001802255","company_name":"Guardian Pharmacy Services, Inc.","filed_at":"2026-03-23T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.222191+00:00","generated_at":"2026-05-15T09:23:27.307028+00:00","sec_items":["1.01","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Guardian Pharmacy completes $31/share synthetic secondary; loses controlled company status","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-119772","json":"https://secwatch.observer/filing/0001193125-26-119772.json","markdown":"https://secwatch.observer/filing/0001193125-26-119772.md","text":"https://secwatch.observer/filing/0001193125-26-119772.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1802255/000119312526119772/0001193125-26-119772-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1802255/000119312526119772/d171957d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T09:23:27.307028+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"aaefa00fcd79f246692322d13d724228348813b9","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1802255/000119312526119772/0001193125-26-119772-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain holders"},{"label":"Value","value":"up to an aggregate of 1,833,344 shares of Class A common stock"},{"label":"Effective","value":"2026-03-18"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}