Guardian Pharmacy Services Announces Launch of Underwritten Public Offering of Class A Common Stock
ATLANTA--(BUSINESS WIRE)--Guardian Pharmacy Services, Inc. ('Guardian') (NYSE: GRDN) today announced the launch of a proposed underwritten public offering (the 'Offering') of 7,500,000 shares of its Class A common stock, consisting of 6,059,553 shares being offered by certain selling stockholders and 1,440,447 newly issued shares being offered by Guardian as part of a non-dilutive 'synthetic secondary' transaction, as described below. In addition, the selling stockholders intend to grant 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 proposed 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 a number of shares of Class A common stock equal to the number of shares being issued and sold by Guardian in the Offering, 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. 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 of the offering and as representative of the underwriters for the proposed 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 proposed Offering has been filed with the U.S. Securities and Exchange Commission ('SEC') but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. 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.
The proposed Offering will be made only by means of a prospectus. Copies of the preliminary prospectus related to the offering can 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.
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 proposed Offering and the Synthetic Secondary, and Guardian's use of the net proceeds to it from the proposed 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 proposed 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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