---
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"
generated_at: "2026-05-15T09:23:27.307028+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-119772
- JSON: https://secwatch.observer/filing/0001193125-26-119772.json
- Plain text: https://secwatch.observer/filing/0001193125-26-119772.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1802255/000119312526119772/0001193125-26-119772-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.