# Guardian Pharmacy Services (GRDN) 10-Q SEC filing - Q2 FY2026
- Filed: Aug 6, 2026, 4:17 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001193125-26-338074
- OpenCapital page: https://www.opencapital.sh/filings/0001193125-26-338074
- Markdown URL: https://www.opencapital.sh/filings/0001193125-26-338074.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/0001193125-26-338074-index.htm
## Filing documents
- [10-Q (d167925d10q.htm)](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925d10q.htm)
- [EX-10.2 (d167925dex102.htm)](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex102.htm)
- [EX-10.3 (d167925dex103.htm)](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex103.htm)
- [EX-31.1 (d167925dex311.htm)](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex311.htm)
- [EX-31.2 (d167925dex312.htm)](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex312.htm)
- [EX-32.1 (d167925dex321.htm)](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex321.htm)
- [EX-32.2 (d167925dex322.htm)](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex322.htm)
---
## 10-Q
SEC source: [d167925d10q.htm](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925d10q.htm)
#####
### UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
### FORM 10-Q
### (Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
### For the quarterly period ended June 30, 2026
### OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
### For the transition period from to
### Commission File Number: 001-42284
### Guardian Pharmacy Services, Inc.
### (Exact Name of Registrant as Specified in Its Charter)
Delaware 87-3627139
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
### 300 Galleria Parkway SE
Suite 800
Atlanta
,
Georgia
30339
(Address of Principal Executive Offices) (Zip Code)
(
404
)
810-0089
(Registrant’s Telephone Number, Including Area Code)
### Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.001 per share GRDN The New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: ☒ No: ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes:☒ No:☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in
Rule 12b-2
of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as
d
efined in
R
ule 12b-2
of the Exchange Act). Yes:☐ No:☒
As of August 3, 2026 there were issued and outstanding
49,798,904
shares of the registrant’s Class A common stock and
13,543,400
shares of the registrant’s Class B common stock.
---
---
#####
GUARDIAN PHARMACY SERVICES, INC.
### FORM 10-Q
### TABLE OF CONTENTS
|
[SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS](#tx167925_1) | 2 |
| --- | --- |
| [PART I. FINANCIAL INFORMATION](#tx167925_2) | |
|
[ITEM 1. Financial Statements (Unaudited)](#tx167925_3) | 4 |
|
[Condensed Consolidated Balance Sheets](#tx167925_4) | 4 |
|
[Condensed Consolidated Statements of Operations](#tx167925_5) | 5 |
|
[Condensed Consolidated Statements of Changes in Stockholders’ Equity](#tx167925_6) | 6 |
|
[Condensed Consolidated Statements of Cash Flows](#tx167925_7) | 7 |
|
[Notes to the Unaudited Condensed Consolidated Financial Statements](#tx167925_8) | 8 |
|
[ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#tx167925_9) | 19 |
|
[ITEM 3. Quantitative and Qualitative Disclosure about Market Risk](#tx167925_10) | 29 |
|
[ITEM 4. Controls and Procedures](#tx167925_11) | 29 |
| [PART II. OTHER INFORMATION](#tx167925_12) | |
|
[ITEM 1. Legal Proceedings](#tx167925_13) | 30 |
|
[ITEM 1A. Risk Factors](#tx167925_14) | 30 |
|
[ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](#tx167925_15) | 30 |
|
[ITEM 3. Defaults Upon Senior Securities](#tx167925_16) | 30 |
|
[ITEM 4. Mine Safety Disclosures](#tx167925_17) | 30 |
|
[ITEM 5. Other Information](#tx167925_18) | 30 |
|
[ITEM 6. Exhibits](#tx167925_19) | 31 |
|
[SIGNATURES](#tx167925_20) | 32 |
1
---
#####
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are all statements other than those of historical fact. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and are forward-looking. These statements are often, but not always, made through the use of words such as “aims,” “anticipates,” “believes,” “contemplates,” “continues,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should,” “will,” “would,” and similar expressions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond our control. For more information regarding these risks and uncertainties, as well as certain additional risks that we face, refer to “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and the factors more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. Among the factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements are:
-
our ability to effectively execute our business and growth strategies, implement new initiatives and improve efficiency;
-
our ability to effectively market and sell, customer acceptance of, and competition for, our pharmaceutical and health care services in new and existing markets;
-
our relationships with pharmaceutical wholesalers and key manufacturers, long-term health care facilities (“LTCFs”) and health plan payors;
-
our ability to maintain and expand relationships with LTCF operators on favorable terms;
-
our ability to identify, complete and successfully integrate acquisitions;
-
the impact of a national emergency, public health crisis, global pandemic or outbreak of infectious disease on our employees, business, supply chain and the LTCFs we serve;
-
continuing government and private efforts to lower pharmaceutical costs, including drug pricing reforms and by limiting pharmacy reimbursements;
-
changes in, and our ability to comply with, healthcare and other applicable laws, regulations or interpretations;
-
further consolidation of managed care organizations and other health plan payors and changes in the terms of our agreements with these parties;
-
our ability to retain members of our senior management team, our local pharmacy management teams and our pharmacy professionals;
-
our exposure to, and the results of, claims, legal proceedings and governmental inquiries;
-
our ability to maintain the security and integrity of our operating and information technology systems and infrastructure (e.g., against cyber-attacks);
-
product liability, product recall, personal injury or other health and safety issues related to the pharmaceuticals we dispense;
-
the impact of supply chain and other manufacturing disruptions or trade policies related to the pharmaceuticals we dispense;
-
the sufficiency of our sources of liquidity and financial resources to fund our future operating expenses and capital expenditure requirements, and our ability to raise additional capital, if needed; and
-
the misuse or off-label use, or errors in the dispensing or administration, of the pharmaceuticals we dispense.
New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and
2
---
#####
circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in, or implied by, the forward-looking statements. Therefore, we caution you not to place undue reliance on any forward-looking statements or information. Any forward-looking statements only speak as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as may be required by law.
3
---
#####
PART I. FINANCIAL INFORMATION
## ITEM 1. Financial Statements
**GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES**
### CONDENSED CONSOLIDATED BALANCE SHEETS
_(UNAUDITED)_
| (In thousands, except share amounts) | December 31, 2025 | | June 30, 2026 |
| --- | --- | --- | --- |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $65,619 | | $89,807 |
| Accounts receivable, net | 101,614 | | 103,769 |
| Inventories | 43,359 | | 50,442 |
| Other current assets | 11,042 | | 10,650 |
| Total current assets | 221,634 | | 254,668 |
| Property and equipment, net | 55,522 | | 56,529 |
| Intangible assets, net | 18,475 | | 16,619 |
| Goodwill | 79,743 | | 79,743 |
| Operating lease right-of-use assets | 34,649 | | 32,361 |
| Deferred tax assets | 2,199 | | 2,199 |
| Other assets | 436 | | 1,459 |
| Total assets | $412,658 | | $443,578 |
| Liabilities and equity | | | |
| Current liabilities: | | | |
| Accounts payable | $116,206 | | $108,207 |
| Accrued compensation | 15,048 | | 15,090 |
| Operating leases, current portion | 7,150 | | 7,375 |
| Other current liabilities | 22,299 | | 23,371 |
| Total current liabilities | 160,703 | | 154,043 |
| Operating leases, net of current portion | 29,992 | | 27,863 |
| Other liabilities | 4,039 | | 4,030 |
| Total liabilities | $194,734 | | $185,936 |
| Commitments and contingencies (see Note 5) | | | |
| Equity: | | | |
| Class A common stock - 700,000,000 shares authorized, par value $0.001; 36,253,744 and 49,792,884 shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively | 36 | | 50 |
| Class B common stock - 100,000,000 shares authorized, par value $0.001; 27,066,890 and 13,539,453 shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively | 27 | | 13 |
| Additional paid-in capital | 139,353 | | 144,040 |
| Retained earnings | 66,343 | | 101,510 |
| Non-controlling interests | 12,165 | | 12,029 |
| Total equity | 217,924 | | 257,642 |
| Total liabilities and equity | $412,658 | | $443,578 |
See accompanying notes to unaudited Condensed Consolidated Financial Statements.
4
---
**GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES**
### CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
_(UNAUDITED)_
| (In thousands, except per share amounts) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 |
| --- | --- | --- | --- | --- |
| Revenues | $344,334 | $351,768 | $673,642 | $688,363 |
| Cost of goods sold | 276,188 | 271,724 | 541,147 | 532,010 |
| Gross profit | 68,146 | 80,044 | 132,495 | 156,353 |
| Selling, general, and administrative expenses | 55,566 | 59,400 | 106,910 | 118,034 |
| Operating income | 12,580 | 20,644 | 25,585 | 38,319 |
| Other expenses (income): | | | | |
| Interest expense | 172 | 154 | 342 | 308 |
| Other expense (income), net | (179) | (9,302) | (450) | (10,074) |
| Total other expenses (income) | (7) | (9,148) | (108) | (9,766) |
| Income before income taxes | 12,587 | 29,792 | 25,693 | 48,085 |
| Provision for income taxes | 3,760 | 7,671 | 7,593 | 12,420 |
| Net income | 8,827 | 22,121 | 18,100 | 35,665 |
| Less net income (loss) attributable to non-controlling interests | (203) | 249 | (378) | 498 |
| Net income attributable to Guardian Pharmacy Services, Inc. | $9,030 | $21,872 | $18,478 | $35,167 |
| Net income per share of Class A and Class B common stock1 | | | | |
| Basic | $0.15 | $0.35 | $0.30 | $0.56 |
| Diluted | $0.14 | $0.34 | $0.29 | $0.55 |
| Weighted-average Class A and Class B common shares outstanding | | | | |
| Basic | 62,046 | 63,327 | 62,045 | 63,324 |
| Diluted | 63,203 | 63,836 | 63,055 | 63,757 |
See accompanying notes to unaudited Condensed Consolidated Financial Statements.
1
See
### Note 6 - Basic and Diluted Net Income Per Share
for the number of shares used in the computation of net income per share of Class A and Class B common stock and the basis for the computation of net income per share.
5
---
**GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES**
### CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
_(UNAUDITED)_
| (In thousands, except share amounts) | Class A Shares | Class B Shares | Class A Amount | Class B Amount | Additional Paid-in capital | Retained Earnings | Non- Controlling Interests | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2025 | 36,253,744 | 27,066,890 | $36 | $27 | $139,353 | $66,343 | $12,165 | $217,924 |
| Contributions | — | — | — | — | — | — | 79 | 79 |
| Distributions | — | — | — | — | — | — | (960) | (960) |
| Net income attributable to Guardian Pharmacy Services, Inc. | — | — | — | — | — | 13,295 | — | 13,295 |
| Net income attributable to non-controlling interest | — | — | — | — | — | — | 249 | 249 |
| Share-based compensation forfeitures | — | — | — | — | (47) | — | — | (47) |
| Share-based compensation expense | — | — | — | — | 1,794 | — | — | 1,794 |
| Conversion of Class B common stock to Class A common stock | 13,527,437 | (13,527,437) | 14 | (14) | — | — | — | — |
| Other | — | — | — | — | 90 | — | — | 90 |
| Balance, March 31, 2026 | 49,781,181 | 13,539,453 | $50 | $13 | $141,190 | $79,638 | $11,533 | $232,424 |
| Contributions | — | — | — | — | — | — | 574 | 574 |
| Distributions | — | — | — | — | — | — | (327) | (327) |
| Net income attributable to Guardian Pharmacy Services, Inc. | — | — | — | — | — | 21,872 | — | 21,872 |
| Net income attributable to non-controlling interest | — | — | — | — | — | — | 249 | 249 |
| Share-based compensation forfeitures | — | — | — | — | (48) | — | — | (48) |
| Share-based compensation expense | — | — | — | — | 2,898 | — | — | 2,898 |
| Issuance of Class A common stock associated with vested restricted stock units | 11,703 | — | — | — | — | — | — | — |
| Balance, June 30, 2026 | 49,792,884 | 13,539,453 | $50 | $13 | $144,040 | $101,510 | $12,029 | $257,642 |
| (In thousands, except share amounts) | Class A Shares | Class B Shares | Class A Amount | Class B Amount | Additional Paid-in capital | Retained Earnings | Non- Controlling Interests | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2024 | 9,200,000 | 54,087,158 | $9 | $54 | $125,484 | $17,124 | $7,305 | $149,976 |
| Contributions | — | — | — | — | — | — | 135 | 135 |
| Distributions | — | — | — | — | — | — | (135) | (135) |
| Net income attributable to Guardian Pharmacy Services, Inc. | — | — | — | — | — | 9,448 | — | 9,448 |
| Net income (loss) attributable to non-controlling interest | — | — | — | — | — | — | (175) | (175) |
| Share-based compensation forfeitures | — | (516) | — | — | (1) | — | — | (1) |
| Share-based compensation expense | — | — | — | — | 3,969 | — | — | 3,969 |
| Conversion of Class B common stock to Class A common stock | 13,519,946 | (13,519,946) | 14 | (14) | — | — | — | — |
| Balance, March 31, 2025 | 22,719,946 | 40,566,696 | $23 | $40 | $129,452 | $26,572 | $7,130 | $163,217 |
| Contributions | — | — | — | — | — | — | 1,094 | 1,094 |
| Non-cash equity contribution | — | — | — | — | — | — | 2,141 | 2,141 |
| Distributions | — | — | — | — | — | — | (54) | (54) |
| Net income attributable to Guardian Pharmacy Services, Inc. | — | — | — | — | — | 9,030 | — | 9,030 |
| Net income (loss) attributable to non-controlling interest | — | — | — | — | — | — | (203) | (203) |
| Share-based compensation forfeitures | (68) | (202) | — | — | (1) | — | — | (1) |
| Share-based compensation expense | — | — | — | — | 4,447 | — | — | 4,447 |
| Issuance of Class A common stock associated with vested restricted stock units | 10,713 | — | — | — | — | — | — | — |
| Balance, June 30, 2025 | 22,730,591 | 40,566,494 | $23 | $40 | $133,898 | $35,602 | $10,108 | $179,671 |
6
---
**GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES**
### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| (In thousands) | Six Months Ended June, 30 / 2025 | Six Months Ended June, 30 / 2026 |
| --- | --- | --- |
| Operating activities | | |
| Net income | $18,100 | $35,665 |
| Adjustments to reconcile net income to net cash provided by operating activities: | | |
| Depreciation and amortization | 10,756 | 11,784 |
| Share-based compensation expense | 8,414 | 4,793 |
| Provision for losses on accounts receivable | 1,904 | 2,844 |
| Other | 430 | 39 |
| Changes in operating assets and liabilities: | | |
| Accounts receivable | 1,587 | (4,882) |
| Inventories | (2,476) | (7,083) |
| Other current assets | (3,742) | (628) |
| Accounts payable | 3,751 | (8,045) |
| Accrued compensation | 2,864 | 42 |
| Other operating liabilities | (4,102) | 1,558 |
| Net cash provided by operating activities | 37,486 | 36,087 |
| Investing activities | | |
| Purchases of property and equipment | (10,111) | (9,637) |
| Payment for acquisitions | (8,920) | — |
| Other | 482 | 581 |
| Net cash used in investing activities | (18,549) | (9,056) |
| Financing activities | | |
| Proceeds from equity offering, net of underwriter fees | 29,039 | 30,276 |
| Repurchase of outstanding Class A common stock | (29,039) | (30,276) |
| Payments of equity offering costs | (1,594) | — |
| Principal payments on finance lease obligations | (2,276) | (2,156) |
| Contingent liability payments related to acquisitions | (1,950) | (200) |
| Contributions from non-controlling interests | 1,229 | 653 |
| Distributions to non-controlling interests | (189) | (1,287) |
| Other | — | 147 |
| Net cash used in financing activities | (4,780) | (2,843) |
| Net change in cash and cash equivalents | 14,157 | 24,188 |
| Cash and cash equivalents, beginning of period | 4,660 | 65,619 |
| Cash and cash equivalents, end of period | $18,817 | $89,807 |
| Supplemental disclosure of cash flow information | | |
| Cash paid during the year for interest | $345 | $759 |
| Cash paid during the year for income taxes | $14,696 | $14,953 |
| Supplemental disclosure of non-cash investing and financing activities | | |
| Purchases of property and equipment through finance leases | $2,986 | $1,936 |
| Non-cash equity contributions from non-controlling interests | $2,141 | — |
See accompanying notes to unaudited Condensed Consolidated Financial Statements.
7
---
Guardian Pharmacy Services, Inc. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(In thousands, except for share and per share amounts)
1. Organization and Background
#### Organization and Business
Guardian Pharmacy Services, Inc. (the “Company”) is a leading, highly differentiated 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. We enter into contracts directly with LTCFs to serve as the principal pharmacy provider for their residents. In this capacity, we offer high-touch, individualized clinical, drug dispensing and administration capabilities that are tailored to serve the needs of residents in historically lower acuity LTCFs, such as assisted living facilities, and behavioral health facilities and group homes. Additionally, our robust suite of capabilities enables us to serve residents in all types of LTCFs. We are a trusted partner to residents, LTCFs and health plan payors because we help reduce errors in drug administration, manage and ensure adherence to drug regimens, and lower overall healthcare costs.
In September 2024, the Company completed a series of corporate reorganization transactions (the “Corporate Reorganization”) and consummated its initial public offering (“IPO”). See the Company’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025, as filed with the SEC on March 11, 2026, for additional information regarding the Corporate Reorganization and IPO.
#### Conversion of Class B Common Stock to Class A Common Stock
In accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation, during the three months ended March 31, 2026, 13,527,437, shares of the Company’s Class B common stock automatically converted, in accordance with the terms of such class and without any further action by their holders or the Company, into an equal number of shares of the Company’s Class A common stock.
#### Follow-On Offering
In March 2026, the Company completed an underwritten
follow-on
public offering (the “Q1 2026 Offering”) of 1,020,000 shares of Class A common stock at an offering price of $31.00 per share. We used all of the proceeds, net of underwriting discounts of $1,344, from the Q1 2026 Offering to purchase 1,020,000 shares of outstanding Class A common stock that were issued upon conversion of shares of our Class B common stock that were originally issued in connection with our Corporate Reorganization. The 1,020,000 shares of Class A common stock purchased by the Company were retired, resulting in no change to the total number of Class A common stock outstanding. We did not retain any of the proceeds from the sale of shares in the offering.
As part of the Q1 2026 Offering, certain selling stockholders, consisting of the Company’s founders, also sold 5,880,000 shares of Class A common stock. We did not receive any proceeds from the sale of shares by the selling stockholders in this offering.
2. Summary of Significant Accounting Policies
Principles of consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all controlled subsidiaries (collectively, the “Company”). All intercompany transactions and accounts have been eliminated. Results of operations of the Company’s controlled subsidiaries have been included from the date of acquisition.
8
---
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are prepared in conformity with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. Certain footnote disclosures have been omitted that would substantially duplicate the disclosures in the Company’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025, unless information contained in those disclosures materially changed or is required by U.S. GAAP to be included in interim financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, necessary for a fair presentation of the unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 and 2026 have been recorded. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026, or any other period. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025, as filed with the SEC on March 11, 2026.
#### New Accounting Pronouncements
The following table provides a description of recent accounting pronouncements that are applicable to the Company’s unaudited condensed consolidated financial statements:
#### New Accounting Standard Adopted
ASU Number and Name Description Date of Adoption Effect on the unaudited Condensed Consolidated Financial Statements upon adoption
2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ASU 2025-05 amends ASC 326-202 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. January 1, 2026 for annual and interim disclosures. The Company adopted the standard as of January 1, 2026, with no material impact on the Consolidated Financial Statements.
9
---
**New Accounting Standards Not Yet Effective**
| ASU Number and Name | Description | Date of Adoption | Effect on the unaudited Condensed Consolidated Financial Statements upon adoption |
| --- | --- | --- | --- |
| 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) | ASU 2024-03 requires Public Business Entities to disclose disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered “relevant.” | January 1, 2027 for annual disclosures; January 1, 2028 for interim disclosures. | The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the incremental disaggregated expense information that will be required to be disclosed. |
| 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity | ASU 2025-03 revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). The ASU is intended to improve comparability between business combinations that involve VIEs and those that do not. | January 1, 2027 for annual disclosures. | The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the new standard. |
| 2025-04, Compensation—StockCompensation (Topic 718) andRevenue from Contracts withCustomers (Topic 606): Clarifications to Share-Based ConsiderationPayable to a Customer | ASU 2025-04 clarifies the guidance in both ASC 606 and ASC 718 on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer. The ASU is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. | January 1, 2027 for annual disclosures. | The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the new standard. |
| 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. | January 1, 2028 for annual and interim disclosures. | The Company will adopt the new disclosures for the annual periods beginning on January 1, 2028. The Company is currently evaluating the impact of the new standard. |
3. Acquisitions
The Company’s growth strategy involves periodically acquiring institutional pharmacies servicing LTCFs and their residents as well as residents in other care settings. The Company’s strategy includes the acquisition of freestanding institutional pharmacy businesses as well as other assets, generally less significant in size, which are combined with existing pharmacy operations to augment internal organic growth.
#### 2025 Acquisitions
In 2025, the Company completed acquisitions of various pharmacy operations (the “2025 Acquisitions”). Total consideration for the 2025 Acquisitions included $13,725 of cash, $125 of deferred inventory payments, 24,075 shares of Class B common stock with a fair value of $441, and contingent earnout payments of up to $2,600 if certain revenue and earnings targets are achieved by certain acquired
10
---
entities during the first full four quarters subsequent to the acquisition date. The fair value of the shares of Class B common stock issued was determined based on the closing share price of the Company’s Class A common stock on the acquisition date, discounted for a lack of registration, as the Class B common stock remains unregistered. The fair value of the contingent consideration arrangements at the acquisition dates as of December 31, 2025, was $2,600, and at June 30, 2026 was $2,400. The total purchase consideration for the 2025 Acquisitions was $16,891.
The 2025 Acquisitions included
non-controlling
interests, for which the fair value was estimated to be $3,609. The fair value of the
non-controlling
interests was estimated by utilizing the implied fair value of the
non-controlling
interest, determined based on the acquisition purchase price, and considering discounts necessary due to the lack of marketability and lack of control associated with the
non-controlling
interest. We incurred an immaterial amount of acquisition costs in connection with the 2025 Acquisitions.
The 2025 Acquisitions were treated as purchases in accordance with ASC 805, Business Combinations, which requires recognition of the estimated fair values of assets acquired and liabilities assumed in a transaction. Our recognition of the assets acquired and liabilities assumed was based on management’s judgment after evaluating several factors, including a valuation assessment. There were no material measurement period adjustments recognized in periods subsequent to the 2025 Acquisitions.
The recognition of the assets and liabilities of the 2025 Acquisitions as of December 31, 2025 is as follows:
| (in thousands) | Fair Value |
| --- | --- |
| Total purchase consideration | $16,891 |
| Net assets acquired: | |
| Inventory | 1,891 |
| Other assets | 4,362 |
| Intangible Assets | 6,876 |
| Other liabilities | (3,076) |
| Non-controlling interest equity | (3,609) |
| Net assets acquired | 6,444 |
| Goodwill | $10,447 |
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the 2025 Acquisitions. Goodwill represents future economic benefits expected to arise from the Company’s expanded presence in the long-term care pharmacy industry, the assembled workforce acquired, and expected revenue synergies, as well as operating efficiencies and cost savings. Of the $10,447 of goodwill recorded related to the 2025 Acquisitions, $8,136 is expected to be deductible for tax purposes.
Intangible assets are comprised of customer lists and trademarks. The fair values for the customer lists and trademarks were $6,586 and $290, respectively. The weighted average useful lives for the customer lists and trademarks were 10 years and 5 years, respectively.
11
---
Consolidated Results of Operations
The results of operations for the 2025 Acquisitions have been included in the consolidated financial statements since the dates of acquisition.
The comparable prior period results of operations associated with the 2025 Acquisitions are not material to the consolidated financial statements, and as such, supplemental pro forma financial information is not presented.
4. Fair Value Measurements
The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following:
- Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
- Level 2 - Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.
- Level 3 - Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs that market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk.
Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, line of credit, and notes payable. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to the short-term maturity of these instruments.
The following table summarizes the valuation of liabilities measured at fair value on a recurring basis on the Company’s consolidated balance sheets:
| December 31, 2025 | Level 1 | Level 2 | Level 3 |
| --- | --- | --- | --- |
| Liabilities: | | | |
| Contingent consideration payable | — | — | $3,220 |
| Fair value of financial instruments | — | — | $3,220 |
| June 30, 2026 | Level 1 | Level 2 | Level 3 |
| --- | --- | --- | --- |
| Liabilities: | | | |
| Contingent consideration payable | — | — | $3,020 |
| Fair value of financial instruments | — | — | $3,020 |
The fair value measurement of the contingent consideration obligations arising from acquisitions is based upon Level 3 unobservable inputs including, in part, the estimate of future cash flows based upon the likelihood of achieving the various criteria triggering the payment of the obligations. The fair values of the liabilities associated with contingent consideration obligations were derived using the income approach with unobservable inputs, which included future earnings forecasts for which there is no market data. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values. During the six months ended June 30, 2026, there were no material gains or losses related to liabilities classified as Level 3 as a result of fair value adjustments. Changes in the fair value of the contingent consideration obligations are recorded within Selling, general, and administrative expenses.
12
---
The following table provides a reconciliation of the activity for the Level 3 contingent consideration fair value measurements during the
six-month
period ended June 30, 2026:
| | |
| --- | --- |
| Balance at December 31, 2025 | $3,220 |
| Current year acquisitions | — |
| Fair value adjustments | — |
| Payments | (200) |
| Balance at June 30, 2026 | $3,020 |
5. Commitments and Contingencies
The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company may have exposure to loss contingencies arising from pending or threatened litigation for which assessing and estimating the outcomes of these matters involve substantial uncertainties. The Company evaluates contingencies on an ongoing basis and establishes loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated.
Legal expenses include attorneys’ fees, litigation expenses and settlements. The Company recorded legal expenses totaling $2,304 and $4,073 for the six months ended June 30, 2025 and 2026, respectively.
On April 21, 2026, the Company executed a final mutual release and settlement agreement related to a payor-reimbursement matter. As part of the settlement, the Company received an $8.5 million cash payment. The impact of this settlement has been recorded in Other expense (income) on the Condensed Consolidated Statement of Operations.
6. Basic and Diluted Net Income Per Share
Basic earnings per share of Class A and Class B common stock is computed by dividing net income attributable to Guardian Pharmacy Services, Inc. by the weighted-average number of shares of Class A and Class B common stock outstanding during the period. The Class A and Class B common stock are identical in their rights and privileges, except that shares of Class B common stock are subject to transfer restrictions prior to their conversion into shares of Class A common stock. Therefore, the basic earnings per share for Class A and Class B common stock will be equal. Diluted earnings per share of Class A and Class B common stock is computed by dividing net income attributable to Guardian Pharmacy Services, Inc. by the weighted-average number of shares of Class A and Class B common stock outstanding, adjusted to give effect to potentially dilutive elements.
13
---
The following table sets forth the computation of net income attributable to the Company used to compute basic net income per share of Class A and Class B common stock for the three and six months ended June 30, 2025 and 2026.
| (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 |
| --- | --- | --- | --- | --- |
| Numerator: | | | | |
| Net income | $8,827 | $22,121 | $18,100 | $35,665 |
| Less net income (loss) attributable to non-controlling interests | (203) | 249 | (378) | 498 |
| Net income attributable to Guardian Pharmacy Services, Inc. | $9,030 | $21,872 | $18,478 | $35,167 |
The following table sets forth the computation of basic and diluted net income per share of Class A and Class B common stock (in thousands, except per share amounts):
| Line item | Three Months Ended June 30, 2026 / Class A | Three Months Ended June 30, 2026 / Class B | Six Months Ended June 30, 2026 / Class A | Six Months Ended June 30, 2026 / Class B |
| --- | --- | --- | --- | --- |
| Basic net income per share attributable to common stockholders | | | | |
| Numerator: | | | | |
| Allocation of net income attributable to Guardian Pharmacy Services, Inc. | $17,196 | $4,676 | $24,078 | $11,089 |
| Denominator: | | | | |
| Weighted average number of shares of Class A and Class B common stock outstanding | 49,787 | 13,539 | 43,357 | 19,967 |
| Basic net income per share attributable to common stockholders | $0.35 | $0.35 | $0.56 | $0.56 |
| Diluted net income per share attributable to common stockholders | | | | |
| Numerator: | | | | |
| Allocation of net income attributable to Guardian Pharmacy Services, Inc. | $17,196 | $4,676 | $24,078 | $11,089 |
| Denominator: | | | | |
| Number of shares used in basic computation | 49,787 | 13,539 | 43,357 | 19,967 |
| Dilutive Restricted Stock Units and Class A and B Common Stock | 400 | 109 | 297 | 137 |
| Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income per share | 50,187 | 13,648 | 43,654 | 20,104 |
| Diluted net income per share attributable to common stockholders | $0.34 | $0.34 | $0.55 | $0.55 |
14
---
| Line item | Three Months Ended June 30, 2025 / Class A | Three Months Ended June 30, 2025 / Class B | Six Months Ended June 30, 2025 / Class A | Six Months Ended June 30, 2025 / Class B |
| --- | --- | --- | --- | --- |
| Basic net income per share attributable to common stockholders | | | | |
| Numerator: | | | | |
| Allocation of net income attributable to Guardian Pharmacy Services, Inc. | $3,262 | $5,768 | $4,805 | $13,673 |
| Denominator: | | | | |
| Weighted average number of shares of Class A and Class B common stock outstanding | 22,412 | 39,634 | 16,134 | 45,910 |
| Basic net income per share attributable to common stockholders | $0.15 | $0.15 | $0.30 | $0.30 |
| Diluted net income per share attributable to common stockholders | | | | |
| Numerator: | | | | |
| Allocation of net income attributable to Guardian Pharmacy Services, Inc. | $3,262 | $5,768 | $4,805 | $13,673 |
| Denominator: | | | | |
| Number of shares used in basic computation | 22,412 | 39,634 | 16,134 | 45,910 |
| Dilutive Restricted Stock Units and Class A and B Common Stock | 418 | 739 | 263 | 748 |
| Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income per share | 22,830 | 40,373 | 16,397 | 46,658 |
| Diluted net income per share attributable to common stockholders | $0.14 | $0.14 | $0.29 | $0.29 |
There were no material anti-dilutive common share equivalents that were excluded in the computation of diluted net income per share during the three and six months ended June 30, 2025 and 2026.
7. Share-based Compensation
#### 2024 Equity and Incentive Compensation Plan
The Company adopted the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) on September 27, 2024. The initial number of shares of our Class A common stock available for awards under the 2024 Plan (the “Overall Share Limit”) was 2,000,000 shares. The Overall Share Limit is automatically increased on the first day of each fiscal year, beginning in 2025 and ending in 2034, by an amount equal to the lesser of (a) 1% of the shares of our common stock (including both Class A common stock and Class B common stock) outstanding on the last day of the immediately preceding fiscal year and (b) such smaller number of shares as may be determined by our board of directors. In 2026, the Overall Share Limit was increased by 633,206 shares in accordance with such provision. Such shares may be shares of original issuance or treasury shares or a combination of the two.
#### 2026 Long-Term Incentive Program Awards
On February 11, 2026, the Compensation Committee of the Company’s Board of Directors approved the Company’s 2026 long-term incentive program (the “2026 LTIP”), consisting of restricted stock unit awards (“RSUs”) and
non-qualified
stock options (“Stock Options”), granted under the 2024 Plan.
15
---
RSU Awards
During the six months ended June 30, 2026, and under the 2026 LTIP, the Company granted RSU awards to certain executive and management employees of 434,128 units. These RSU awards cliff vest three years subsequent to the grant date of each award and upon vesting are settled in shares of Class A common stock.
#### Stock Options
During the six months ended June 30, 2026, and under the 2026 LTIP, the Company granted 525,000 Stock Options to certain executive and management employees. These Stock Option awards cliff vest three years subsequent to the grant date of each award, have a ten year term, and, if exercised, are settled in shares of Class A common stock.
#### Share-based compensation expense
Share-based compensation expense, recorded to selling, general, and administrative expenses in the consolidated statements of operations, was $4,446 and $2,932 during the three months ended June 30, 2025 and 2026, and $8,414 and $4,793 during the six months ended June 30, 2025 and 2026, respectively.
As of June 30, 2026, unamortized share-based compensation costs related to share-based incentive awards is as follows (in thousands, except for the remaining service period):
| Line item | Amount | Weighted Average Remaining Service Period (years) |
| --- | --- | --- |
| Restricted stock units | $19,313 | 2.3 |
| Stock options | 6,782 | 2.6 |
| Total unamortized share-based compensation cost | $26,095 | |
16
---
8. Segments
General Information
The Company has a
single
operating segment, which was determined based on the chief operating decision maker (“CODM”), which is our Chief Executive Officer, assessing performance and allocating resources on a consolidated basis.
The operating segment derives its revenues primarily through sales of pharmaceutical products. All long-lived assets were held in the United States as of December 31, 2025 and June 30, 2026. All revenues were generated in the United States during the three and six months ended June 30, 2025 and 2026.
Measure of segment profit or loss and assets
The CODM assesses performance of the operating segment and decides how to allocate resources based on net income, which also is reported on the consolidated statements of operations as net income. In addition to comparing net income against forecasted net income, the CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the operating segment or expansion of the operating segment through acquisitions.
The measure of operating segment assets is reported on the consolidated balance sheets as total assets. The accounting policies of the operating segment are the same as those of the Company.
Reportable segment reconciliation
The following reconciliation presents operating segment revenue, net income, and s
ign
ificant segment expenses:
| Line item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 |
| --- | --- | --- | --- | --- |
| Revenue | $344,334 | $351,768 | $673,642 | $688,363 |
| Less: | | | | |
| Employee expenses (excludingshare-based compensationexpense) | 75,642 | 86,174 | 148,022 | 167,193 |
| Share-based compensation expense | 4,446 | 2,933 | 8,414 | 4,793 |
| Other segment items (1) | 245,998 | 226,906 | 480,415 | 456,200 |
| Depreciation and amortization | 5,489 | 5,809 | 10,756 | 11,784 |
| Interest expense | 172 | 154 | 342 | 308 |
| Income taxes | 3,760 | 7,671 | 7,593 | 12,420 |
| Segment net income | $8,827 | $22,121 | $18,100 | $35,665 |
| Reconciliation of net income to consolidated statements of operations | | | | |
| Adjustments and reconciling items | — | — | — | — |
| Consolidated net income | $8,827 | $22,121 | $18,100 | $35,665 |
(1) Other segment items included in operating segment net income include product expenses, legal expenses and settlements, rent and auto lease expenses, utilities expenses, maintenance expenses, and other overhead expenses.
17
---
9. Income Taxes
The provision for income taxes is attributable to U.S federal and state income taxes. The Company’s effective tax
rate
used for interim periods is based on an estimated annual effective tax rate and includes the tax effect of items required to be recorded discretely in the interim periods in which those items occur.
Income tax expense for the three months ended June 30, 2025 and 2026 was $3,760 and $7,671, respectively. This reflects effective tax rates for the three months ended June 30, 2025 and 2026 of 29.9% and 25.7%, respectively. Income tax expense for the six months ended June 30, 2025 and 2026 was $7,593 and $12,420, respectively. This reflects effective tax rates for the six months ended June 30, 2025 and 2026 of 29.6% and 25.8%, respectively.
During the six months ended June 30, 2025, the Company’s effective tax rate was higher than the U.S. statutory rate of 21% p
ri
marily due to state income taxes representing approximately 5.0% and the incremental share-based compensation charge in connection with the Corporate Reorganization and IPO representing approximately 3.5%. These compensation costs are not deductible for federal and state income taxes due to prior Section 83(b) elections.
During the six months ended June 30, 2026, the Company’s effective tax rate was higher than the U.S. statutory rate of 21% primarily due to state income taxes representing approximately 4.6%.
18
---
---
#####
## ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and our audited consolidated financial statements and related notes thereto and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions, that are based on the beliefs of our management. Our actual results could differ materially from those discussed in these forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”
Unless the context otherwise requires, the terms “Guardian,” the “Company,” “we,” “us” and “our” when used in this report mean Guardian Pharmacy Services, Inc. and all subsidiaries included in our consolidated financial statements.
### Overview
We are a leading, highly differentiated 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. We enter into contracts directly with LTCFs to serve as the principal pharmacy provider for their residents. In this capacity, we offer high-touch, individualized clinical, drug dispensing and administration capabilities that are tailored to serve the needs of residents in historically lower acuity LTCFs, such as assisted living facilities (“ALFs”) and behavioral health facilities (“BHFs”). Additionally, our robust capabilities enable us to serve residents in all types of LTCFs. Our services include prescription intake and adjudication management, packaging drugs into unit dose and/or multi-dose compliance packaging that are organized by date and time of administration, and electronically tracking each drug from delivery through administration to LTCF residents. We also offer training to caregivers and conduct mock audits to ensure compliance with pharmacy administration requirements, billing claims processing, government regulation and other matters. As of June 30, 2026, our 61 pharmacies, 54 of which are full-service, served approximately 210,000 residents in approximately 8,400 LTCFs across 39 states.
While our national competitors have primarily focused on skilled nursing facilities (“SNFs”), we believe we enjoy a strong competitive position as a large and purpose-built provider of pharmacy services to ALFs and BHFs. More than two-thirds of our annual revenue for each of the past three years has been generated from residents of ALFs and BHFs, while the remainder has been generated primarily from residents of SNFs. LTCF industry trends, including aging demographics, increases in the number of assisted living residents, improving life expectancies and enhanced quality of care, have resulted in ALF and BHF resident populations that require assistance with their increasingly acute and complex healthcare needs. Through our value-added capabilities and local management model, we have been able to pass on to residents, LTCFs and health plan payors the benefits of our scale without compromising on the high-touch, localized customer service traditionally associated with an independent pharmacy. For this reason, we are well positioned to continue to serve ALFs and BHFs, which we believe to be the most attractive and highest growth sector of the LTCF market.
19
---
#####
Our core growth strategy focuses on increasing the number of residents we serve through a combination of organic and acquired growth. Acquired growth represents growth in the number of residents served resulting from acquiring an operating pharmacy, which we measure using the number of residents served by the acquired pharmacy as of the acquisition date. Organic growth represents the increase in the number of residents served at existing pharmacies, our greenfield pharmacies, and acquired pharmacies subsequent to the acquisition date. We have generated organic growth through new and expanded LTCF relationships as well as increased resident adoption of our services in the facilities we already serve.
### Conversion of Class B Common Stock to Class A Common Stock
In accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation, during the three months ended March 31, 2026, 13,527,437 shares of the Company’s Class B common stock automatically converted, in accordance with the terms of such class and without any further action by their holders or the Company, into an equal number of shares of the Company’s Class A common stock.
### Follow-On Offering
In March 2026, the Company completed an underwritten follow-on public offering (the “Q1 2026 Offering”) of 1,020,000 shares of Class A common stock at an offering price of $31.00 per share. We used all of the proceeds, net of underwriting discounts of $1,344 from the Q1 2026 Offering to purchase 1,020,000 shares of outstanding Class A common stock that were issued upon conversion of shares of our Class B common stock that were originally issued in connection with our Corporate Reorganization. The 1,020,000 shares of Class A common stock purchased by the Company were retired, resulting in no change to the total number of Class A common stock outstanding. We did not retain any of the proceeds from the sale of shares in the offering.
As part of the Q1 2026 Offering, certain selling stockholders, consisting of the Company’s founders, also sold 5,880,000 shares of Class A common stock. We did not receive any proceeds from the sale of shares by the selling stockholders in this offering.
### Factors Affecting the Comparability of Our Results of Operations
Our results of operations for the three and six months ended June 30, 2026 and the corresponding periods in 2025 have been affected by the following, among other factors, which must be understood to assess the comparability of our period-to-period financial performance and condition.
### Acquisitions
Our growth strategy involves periodically acquiring institutional pharmacies servicing LTCFs and their residents as well as residents in other care settings. Our strategy includes the acquisition of freestanding institutional pharmacy businesses as well as other assets, generally less significant in size, which are combined with our existing pharmacy operations to augment internal organic growth.
20
---
#####
During 2025, we completed acquisitions of various pharmacy operations (the “2025 Acquisitions”). The operating results of the 2025 Acquisitions were a contributing factor in certain changes in the results of operations for the three and six months ended June 30, 2026 compared to the corresponding periods in 2025. Acquisition impacts are considered when the beginning of the comparative period precedes the acquisition date.
### Inflation Reduction Act
In August 2022, Congress passed the Inflation Reduction Act (the “IRA”), which, among other provisions, introduced significant drug pricing reforms aimed to reduce federal government and beneficiary spending for Medicare Part B and Part D drugs. Key provisions in this legislation include limited authority for regulators to negotiate prices for certain Medicare drugs, caps on beneficiary cost share and maximum out-of-pocket spending, and rebates on manufacturers where drug prices exceed inflation. The Centers for Medicare and Medicaid Services released initial guidance related to the implementation of this program, and has since entered three rounds of the Medicare Drug Price Negotiation Program. In January 2026, the initial ten Part D drugs that were part of IRA negotiations had their negotiated prices go into effect. The reduction in prices to the IRA-impacted drugs affect the comparability of results, specifically for revenue and cost of goods sold, for the three and six months ended June 30, 2026, which include the impact of the IRA, when compared against the results of the three and six months ended June 30, 2025, which do not include the impact of the IRA. We expect IRA-related price reductions to continue impacting year-over-year comparability throughout the remainder of 2026.
### Components of Results of Operations
Revenues. We recognize revenue at the time of delivery of prescriptions and other pharmacy services to the LTCF, at which time control has been transferred. Revenue recognized reflects the consideration we expect to receive in exchange for these goods and services.
Cost of goods sold. Cost of goods sold consists primarily of expenses associated with the fulfillment and delivery of the prescription, including prescription drug acquisition costs. Cost of goods sold also includes associated pharmacy personnel-related expenses, including salaries and benefits, delivery charges and other supporting overhead costs (such as rent and depreciation and amortization of assets used in the fulfillment and delivery of the prescription).
Selling, general, and administrative expenses. Selling, general, and administrative expenses consist primarily of personnel-related expenses, including share-based compensation, salaries and benefits, for our employees at the pharmacies and support services engaged in other pharmacy related activities including sales and marketing, finance, legal, human resources, purchasing and other administrative functions. Selling, general, and administrative expenses also include facilities-related expenses, software expenses, sales and marketing expenses, insurance premiums, professional services expenses, including for outside legal and accounting services, other overhead costs, changes in the fair value of contingent payments related to acquisitions, depreciation related to long lived assets, and amortization of intangible assets.
Interest expense. Interest expense consists of interest on finance leases.
Other expense (income), net. Other expense (income), net consists primarily of gain (loss) on asset disposals, interest income earned on cash deposits, and certain legal settlements.
Provision for income taxes. Provision for income taxes consists primarily of income taxes in certain jurisdictions in which we conduct business.
### Results of Operations for the Three and Six Months Ended June 30, 2025 and 2026
The following table sets forth our consolidated statements of operations data for the three and six months ended June 30, 2025 and 2026, respectively. The year-over-year comparison of results of operations is not necessarily indicative of results for future periods.
21
---
#####
| (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 |
| --- | --- | --- | --- | --- |
| Revenues | $344,334 | $351,768 | $673,642 | $688,363 |
| Cost of goods sold | 276,188 | 271,724 | 541,147 | 532,010 |
| Gross profit | 68,146 | 80,044 | 132,495 | 156,353 |
| Selling, general, and administrative expenses | 55,566 | 59,400 | 106,910 | 118,034 |
| Operating income | 12,580 | 20,644 | 25,585 | 38,319 |
| Other expenses (income): | | | | |
| Interest expense | 172 | 154 | 342 | 308 |
| Other expense (income), net | (179) | (9,302) | (450) | (10,074) |
| Total other expenses (income) | (7) | (9,148) | (108) | (9,766) |
| Income before income taxes | 12,587 | 29,792 | 25,693 | 48,085 |
| Provision for income taxes | 3,760 | 7,671 | 7,593 | 12,420 |
| Net income | 8,827 | 22,121 | 18,100 | 35,665 |
| Less net income (loss) attributable to non-controlling interests | (203) | 249 | (378) | 498 |
| Net income attributable to Guardian Pharmacy Services, Inc. | $9,030 | $21,872 | $18,478 | $35,167 |
| Adjusted EBITDA (1) | $24,952 | $29,658 | $48,385 | $59,416 |
(1)
See “ —Adjusted EBITDA and Other Non-GAAP Financial Measures” below for more information and for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP.
### Revenues
_(in thousands) · (in thousands)_
| Line item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | % Change | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | % Change |
| --- | --- | --- | --- | --- | --- | --- |
| Revenue | $344,334 | $351,768 | 2.2% | $673,642 | $688,363 | 2.2% |
Revenue for the three months ended June 30, 2026 increased by $7.4 million or 2.2% compared to the three months ended June 30, 2025. Excluding the $13.3 million increase in revenue attributable to the 2025 Acquisitions, organic revenue decreased by $5.9 million, primarily attributable to pricing decreases as a result of the IRA. Although organic revenue decreased due to IRA price changes, the number of residents served increased from 195,000 residents during June 2025 to 210,000 residents during June 2026 and prescriptions dispensed increased from 7.0 million during the three months ended June 30, 2025 to 7.6 million during the three months ended June 30, 2026.
Revenue for the six months ended June 30, 2026 increased by $14.7 million or 2.2% compared to the six months ended June 30, 2025. Excluding the $31.9 million increase in revenue attributable to the 2025 Acquisitions, organic revenue decreased by $17.2 million, primarily attributable to pricing decreases as a result of the IRA. Although organic revenue decreased due to IRA price changes, the number of residents served increased from 195,000 residents during June 2025 to 210,000 residents during June 2026 and prescriptions dispensed increased from 13.7 million during the six months ended June 30, 2025 to 15.0 million during the six months ended June 30, 2026.
22
---
#####
Cost of goods sold
_(in thousands) · (in thousands)_
| Line item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | |
| --- | --- | --- | --- | --- | --- | --- |
| Cost of goods sold | $276,188 | $271,724 | ) % | $541,147 | $532,010 | ) % |
| Percentage of revenue | 80.2% | 77.2% | | 80.3% | 77.3% | |
Cost of goods sold for the three months ended June 30, 2026 decreased $4.5 million or 1.6% compared to the three months ended June 30, 2025. Excluding the $11.3 million increase in cost of goods sold attributable to the 2025 Acquisitions, organic cost of goods sold decreased by $15.8 million, primarily attributable to product cost decreases as a result of the IRA. Cost of goods sold as a percentage of revenue decreased from 80.2% to 77.2% during the three months ended June 30, 2026, primarily due to product cost decreases as a result of the IRA.
Cost of goods sold for the six months ended June 30, 2026 decreased $9.1 million or 1.7% compared to the six months ended June 30, 2025. Excluding the $26.1 million increase in cost of goods sold attributable to the 2025 Acquisitions, organic cost of goods sold decreased by $35.2 million, primarily attributable to product cost decreases as a result of the IRA. Cost of goods sold as a percentage of revenue decreased from 80.3% to 77.3% during the six months ended June 30, 2026, primarily due to product cost decreases as a result of the IRA.
### Selling, general, and administrative expenses
_(in thousands) · (in thousands)_
| Line item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | % Change | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | % Change |
| --- | --- | --- | --- | --- | --- | --- |
| Selling, general, and administrative expenses | $55,566 | $59,400 | 6.9% | $106,910 | $118,034 | 10.4% |
| Percentage of revenue | 16.1% | 16.9% | | 15.9% | 17.1% | |
Selling, general, and administrative expenses increased $3.8 million or 6.9% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was driven by an increase in expenses due to an increase in average employee headcount, with $2.2 million resulting from organic growth and $1.6 million resulting from the 2025 Acquisitions. Selling, general and administrative expenses as a percentage of revenue increased from 16.1% to 16.9% based primarily on Selling, general, and administrative expenses increasing at a higher rate than revenue during the three months ended June 30, 2026 as a result of the IRA price changes.
Selling, general, and administrative expenses increased $11.1 million or 10.4% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was driven by an increase in expenses due to an increase in average employee headcount, with $7.6 million resulting from organic growth and $3.5 million resulting from the 2025 Acquisitions. Selling, general, and administrative expenses as a percentage of revenue increased from 15.9% to 17.1% based primarily on Selling, general and administrative expenses increasing at a higher rate than revenue during the six months ended June 30, 2026 as a result of the IRA price changes.
23
---
#####
Other expense (income), net
_(in thousands) · (in thousands)_
| Line item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | % Change | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | % Change |
| --- | --- | --- | --- | --- | --- | --- |
| Other expenses (income), net | $(179) | $(9,302) | 5096.6% | $(450) | $(10,074) | 2138.7% |
| Percentage of revenue | 0.1% | 2.6% | | 0.1% | 1.5% | |
Other expenses (income), net increased $9.1 million or 5096.6% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was driven by $8.5 million received as a part of a legal settlement related to a payor-reimbursement matter during the three months ended June 30, 2026. Other expenses (income), net as a percentage of revenue increased from 0.1% to 2.6% based primarily on the settlement described above.
Other expenses (income), net increased $9.6 million or 2138.7% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was driven by $8.5 million received as a part of a legal settlement related to a payor-reimbursement matter during the six months ended June 30, 2026. Other expenses (income), net as a percentage of revenue increased from 0.1% to 1.5% based primarily on the settlement described above.
### Provision for income taxes
_(in thousands) · (in thousands)_
| Line item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | % Change | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | % Change |
| --- | --- | --- | --- | --- | --- | --- |
| Provision for income taxes | $3,760 | $7,671 | 104.0% | $7,593 | $12,420 | 63.6% |
Income tax expense increased by $3.9 million for the three months ended June 30, 2026, when compared to the prior year. Income tax expense increased by $4.8 million for the six months ended June 30, 2026, when compared to the prior year. This increase is primarily due to the increase in income from operations for the period offset by a lower effective tax rate as a result of a decrease in the incremental share-based compensation charge in connection with the Corporate Reorganization and IPO.
### Adjusted EBITDA and Other Non-GAAP Financial Measures
To supplement the results presented in our consolidated financial statements in accordance with GAAP, we also present Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS, which are financial measures not based on any standardized methodology prescribed by GAAP.
We define Adjusted EBITDA as net income before interest expense (income), income taxes, depreciation and amortization, as adjusted to exclude the impact of items and amounts that we view as not indicative of our core operating performance, including share-based compensation, certain legal and regulatory items, financing-related and other activities, and payor-reimbursement matters.
We define Adjusted Net Income as net income attributable to Guardian Pharmacy Services, Inc. before share-based compensation expense, certain legal and other regulatory items, financing-related and other activities, payor-reimbursement matters, amortization expense associated with acquisition-related intangible assets, and the income tax impact of the adjustments.
We define Adjusted EPS as Adjusted Net Income divided by the total weighted average of diluted shares for Class A common stock and Class B common stock.
Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS do not have a definition under GAAP, and our definition of Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS may not be the same as, or comparable to, similarly titled measures used by other companies.
24
---
#####
We use Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS to better understand and evaluate our core operating performance and trends. We believe that presenting Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS provides useful information to investors in understanding and evaluating our operating results, as it permits investors to view our core business performance using the same metrics that management uses to evaluate our performance.
There are a number of limitations related to the use of Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS rather than the most directly comparable GAAP financial measure, including:
-
Adjusted EBITDA does not reflect interest and income tax payments that represent a reduction in cash available to us;
-
Depreciation and amortization are non-cash charges and the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
-
Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS do not reflect changes in, or cash requirements for, our working capital needs;
-
Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS do not consider the impact of share-based compensation; and
-
Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS exclude the impact of certain legal and regulatory items, and payor-reimbursement matters which can affect our current and future cash requirements.
Because of these limitations, Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. You should consider Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS alongside other financial measures, including net income, diluted EPS, and our other financial results presented in accordance with GAAP.
A reconciliation of Adjusted EBITDA to net income and of Adjusted Net Income to Net Income Attributable to Guardian Pharmacy Services, Inc., the most directly comparable GAAP financial measures, are set forth below.
25
---
#####
| (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 |
| --- | --- | --- | --- | --- |
| Net income | $8,827 | $22,121 | $18,100 | $35,665 |
| Add: | | | | |
| Interest expense (income), net | (68) | (504) | (70) | (920) |
| Depreciation and amortization | 5,489 | 5,808 | 10,756 | 11,784 |
| Provision for income taxes | 3,760 | 7,671 | 7,593 | 12,420 |
| EBITDA | $18,008 | $35,096 | $36,379 | $58,949 |
| Share-based compensation (1) | 4,446 | 2,932 | 8,414 | 4,793 |
| Certain legal & other regulatory matters (2) | 595 | 89 | 623 | 18 |
| Financing-related and other activities (3) | 1,016 | 32 | 1,814 | 873 |
| Payor-reimbursement matters (4) | 887 | (8,491) | 1,155 | (5,217) |
| Adjusted EBITDA | $24,952 | $29,658 | $48,385 | $59,416 |
| Net income as a percentage of revenue | 2.6% | 6.3% | 2.7% | 5.2% |
| Adjusted EBITDA as a percentage of revenue | 7.2% | 8.4% | 7.2% | 8.6% |
| Net Income attributable to Guardian Pharmacy Services, Inc. | $9,030 | $21,872 | $18,478 | $35,167 |
| Share-based compensation (1) | 4,446 | 2,932 | 8,414 | 4,793 |
| Certain legal & other regulatory matters (2) | 595 | 89 | 623 | 18 |
| Financing-related and other activities (3) | 1,016 | 32 | 1,814 | 873 |
| Payor-reimbursement matters (4) | 887 | (8,491) | 1,155 | (5,217) |
| Acquisition-related intangible asset amortization (5) | 874 | 865 | 1,709 | 1,857 |
| Income tax impact of adjustments (6) | (2,314) | 1,175 | (2,866) | (600) |
| Adjusted net income | $14,534 | $18,474 | $29,327 | $36,891 |
| Weighted average common shares outstanding used in calculating diluted U.S. GAAP net income per share | 63,203 | 63,836 | 63,055 | 63,757 |
| Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per share | 63,203 | 63,836 | 63,055 | 63,757 |
| Diluted EPS | $0.14 | $0.34 | $0.29 | $0.55 |
| Adjusted EPS | $0.23 | $0.29 | $0.47 | $0.58 |
(1)
See Note 7 - Share-based Compensation for further detail on the share-based compensation expense.
(2)
Represents non-recurring attorney’s fees, settlement costs and other expenses, and insurance reimbursements related to settlements, associated with certain legal proceedings. The Company excludes such charges and reimbursements, recorded as selling, general, and administrative expenses, when evaluating operating performance because it does not incur such charges on a predictable basis and exclusion allows for consistent evaluation of operations.
(3)
Represents non-recurring costs associated with various financing-related activities included in the three and six months ended June 30, 2025 and 2026, and costs to transition to a public company included in the three and six months ended June 30, 2025.
(4)
Represents non-recurring settlements, recorded as other income, and legal expenses, recorded as selling, general and administrative expenses, associated with payor reimbursement matters.
26
---
#####
Settlements received associated with payor reimbursement matters, recorded as other income, were $8.5 million during the three and six months ended June 30, 2026, and $0.0 million during the three and six months ended June 30, 2025.
Legal expenses associated with payor reimbursement matters, recorded as selling, general and administrative expenses, were $0.0 million and $3.3 million during the three and six months ended June 30, 2026, respectively, and $0.9 million and $1.2 million during the three and six months ended June 30, 2025, respectively.
On April 21, 2026, the Company executed a mutual release and settlement agreement related to a payor-reimbursement matter. As part of the settlement, the Company received an $8.5 million cash payment, which is recorded in Other expense (income) on the Condensed Consolidated Statement of Operations.
(5)
Represents amortization expense associated with the acquisition-related intangible assets, such as customer lists and trademarks.
(6)
Represents the income tax impact of non-GAAP adjustments, calculated using the estimated tax rate for the respective non-GAAP adjustment.
### Liquidity and Capital Resources
We have historically financed our business and acquisitions primarily through cash from operations and borrowings under our Loan Agreement (as defined below) and, more recently, sales of our Class A common stock in our IPO. We use cash in the ordinary course of our operations primarily for prescription drug acquisition costs, capital expenditures, and personnel costs. As of June 30, 2026, we had $89.8 million in cash and cash equivalents. Our cash primarily consists of demand deposits held with a large regional financial institution.
On May 21, 2026, the Company entered into the Eighth Amendment (the “Amendment”) to the Third Amended and Restated Loan and Security Agreement dated as of April 23, 2018 (as amended from time to time, the “Loan Agreement”), with Regions Bank. The Loan Agreement provides for both term loan commitments and revolving loan commitments. The Amendment amended the Loan Agreement to, among other things, (i) replace references to Guardian Pharmacy, LLC with the Company as borrower and make certain related modifications to reflect the borrower’s status as a public company, (ii) extend the maturity date of the revolving loan commitments from April 23, 2027 to May 21, 2030 and (iii) permit the Company to add incremental term loans and/or increase the revolving loan commitments thereunder in an aggregate amount not to exceed $40 million. The revolving loan commitment under the Loan Agreement bears an interest rate equal to the one-month Secured Overnight Financing Rate (“SOFR”) plus an additional rate of 1.80% to 2.80% based on certain financial ratios maintained by the Company. The total amount available under the revolving credit facility is $40 million, and the Company has the ability to increase its overall borrowing capacity to $80 million through additional revolving commitments and/or incremental term loans. As of June 30, 2026, the Company was in compliance with all required debt and financial covenants under the Loan Agreement.
As of June 30, 2026, we had no amounts of principal outstanding under any term loan commitments and no borrowings outstanding under any revolving loan commitments.
We believe our existing cash and cash equivalents, expected cash flows provided by our operations, and the amounts available under our Loan Agreement will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months and for the foreseeable future, though we may require additional capital resources in the future.
27
---
#####
Net Cash Flows
For the six months ended June 30, 2025 and 2026, respectively, our net cash flows provided by / (used in) were as follows:
| (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2026 |
| --- | --- | --- |
| Operating activities | $37,486 | $36,087 |
| Investing activities | (18,549) | (9,056) |
| Financing activities | (4,780) | (2,843) |
Operating Activities
Cash flows provided by operating activities consist of our net income principally adjusted for certain non-cash items, such as depreciation and amortization, provision for losses on accounts receivable, changes in deferred tax asset, and share-based compensation expense. Cash flows used in operating activities consist primarily of changes in our operating assets and liabilities. Income tax payments and receivables are presented as changes in operating assets and liabilities within operating activities.
Net cash provided by operating activities for the six months ended June 30, 2026 decreased $1.4 million compared to the corresponding period in 2025. The decrease was primarily due to an increase in accounts receivable and a decrease in accounts payable, driven by timing difference in working capital associated with the IRA, offset by an increase in other current liabilities when compared to the corresponding period in 2025, and $8.5 million received as a part of a payor-related legal settlement during the six months ended June 30, 2026.
Investing Activities
Cash flows provided by investing activities consist primarily of proceeds from disposition of property and equipment. Cash flows used in investing activities consist primarily of capital expenditures relating to our new and existing pharmacy locations and payments related to acquisitions.
Net cash used in investing activities for the six months ended June 30, 2026 decreased by $9.5 million compared to the corresponding period in 2025. The decrease was primarily due to the decrease in payments for acquisitions of $8.9 million compared to the corresponding period in 2025.
Financing Activities
Cash flows provided by financing activities consist primarily of sales of our common stock. Cash flows used in financing activities consist primarily of payments of offering costs and principal payments on finance leases.
Net cash used in financing activities for the six months ended June 30, 2026 decreased by $1.9 million compared to the corresponding period in 2025. The decrease is primarily due to decreases in payments of equity offering costs, partially offset by increased distributions to non-controlling interests.
### Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with GAAP. Preparing our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses as well as related disclosures. Because these estimates and judgments may change from period to period, actual results could differ materially, which may negatively affect our financial condition or results of operations. We base our estimates and judgments on historical experience and various other assumptions that we consider reasonable, and we evaluate these estimates and judgments on an ongoing basis.
28
---
#####
See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed for the year ended December 31, 2025, for further discussion of critical accounting estimates. There were no material changes to our critical accounting policies with which the estimates are developed since December 31, 2025.
### Recent Accounting Pronouncements
Refer to Note 2 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for accounting pronouncements adopted and recent accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.
## ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
### Interest Rate Risk
We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. We held cash and cash equivalents of $89.8 million as of June 30, 2026, which primarily consist of demand deposits held with financial institutions. Changes in interest rates affect the interest income we earn on our cash and cash equivalents and the fair value of our cash equivalents. Historical fluctuations in interest rates have not had a significant impact on our financial condition or results of operations, and a hypothetical 100 basis point increase or decrease in interest rates would not have a material impact on the value of our cash and cash equivalents or on our future financial condition or results of operations.
## ITEM 4. Controls and Procedures
### Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2026.
Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were designed, and were effective, to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
### Changes in Internal Control over Financial Reporting
During the three and six months ended June 30, 2026, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
29
---
#####
PART II. OTHER INFORMATION
## ITEM 1. Legal Proceedings
From time to time, we and our pharmacies are involved and will continue to be involved in various claims relating to, and arising out of, our business and our operations.
We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
## ITEM 1A. Risk Factors
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks factors described in Part I, Item 1A of our Annual Report on Form
10-K
for the year ended December 31, 2025, together with all of the information in this Quarterly Report on Form
10-Q
and the other documents that we file with the SEC from time to time, before deciding whether to invest in our Class A common stock. Any of these risks could materially and adversely affect our business, financial condition, results of operations and prospects. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. There have been no material changes to the risk factors described in the Annual Report on Form
10-K
for the year ended December 31, 2025.
## ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
### Recent Sales of Unregistered Securities
None.
### Purchases of Equity Securities by the Issuer or Affiliated Purchasers
None.
## ITEM 3. Defaults Upon Senior Securities
None.
## ITEM 4. Mine Safety Disclosures
Not applicable.
## ITEM 5. Other Information
### Rule 10b5-1 Plans
During the quarter ended June 30, 2026, none of the Company’s directors and officers adopted, modified, or terminated a “Rule
10b5-1
trading arrangement” or a
“non-Rule
10b5-1
trading arrangement,” as each term is defined in Item 408 of Regulation
S-K.
30
---
#####
ITEM
6. Exhibits
| Exhibit Number | Description | Incorporated by Reference / Form | Incorporated by Reference / File Number | Incorporated by Reference / Exhibit | Incorporated by Reference / Filing Date |
| --- | --- | --- | --- | --- | --- |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-42284 | 3.1 | 09/30/2024 |
| 3.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-42284 | 3.2 | 09/30/2024 |
| 10.1 | Eighth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of May 21, 2026, by and among Guardian Pharmacy Services, Inc., the guarantors party thereto, the lenders party thereto, and Regions Bank, as administrative agent and collateral agent. | 8-K | 001-42284 | 10.1 | 05/28/2026 |
| 10.2+ | Form of Nonqualified Stock Option Notice of Grant and Award Agreement (Employees) under the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan. | | | | |
| 10.3+ | Form of Employment Agreement with Senior Vice President Executive Officers. | | | | |
| 31.1 | Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | |
| 31.2 | Certification of the Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | |
| 32.1 | Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | |
| 32.2 | Certification of the Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | |
| 101.INS | XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | |
| 101.SCH | XBRL Taxonomy Schema Linkbase Document | | | | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document | | | | |
| 101.DEF | XBRL Taxonomy Definition Linkbase Document | | | | |
| 101.LAB | XBRL Taxonomy Label Linkbase Document | | | | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document | | | | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | | | | |
+
Indicates management contract or compensatory plan.
32
---
#####
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Guardian Pharmacy Services, Inc.
Date: August 6, 2026 By:
/s/ William Mudd
William Mudd
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
32
---
## EX-10.2
SEC source: [d167925dex102.htm](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex102.htm)
**Exhibit 10.2**
**GUARDIAN PHARMACY SERVICES, INC.**
**NOTICE OF GRANT OF NONQUALIFIED STOCK OPTION**
**(Employees)**
Guardian Pharmacy Services, Inc. (the “Company”) hereby grants to Optionee an Option Right (the
“Option”) to purchase the number of shares of Common Stock set forth below under the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). The Option is subject to all of the
terms and conditions in this Notice of Grant of Nonqualified Stock Option (this “Grant Notice”), in the Nonqualified Stock Option Agreement attached hereto (the “Agreement”) and in the Plan. Capitalized terms
used, but not otherwise defined, in this Grant Notice will have the meanings given to such terms in the Plan or Agreement, as applicable, and the Plan and Agreement are hereby incorporated by reference into this Grant Notice. If there are any
inconsistences between this Grant Notice or the Agreement and the Plan, the terms of the Plan shall govern.
- **Optionee:** [NAME]
- **Type of Grant:** Nonqualified Option Right
- **Date of Grant:** [GRANT DATE]
- **Number of Shares Subject to the Option:** [#]
- **Option Price (per share):** $[##.##]
- **Vesting Schedule:** Subject to the conditions set forth in the Agreement, including but not limited to Optionee’s continuous
employment with the Company or a Subsidiary until the applicable vesting date, the Option shall vest and become exercisable in full on the third anniversary of the Date of Grant.
---
**GUARDIAN PHARMACY SERVICES, INC.**
**Nonqualified Stock Option Agreement**
Guardian Pharmacy Services, Inc. (the “Company”) has granted, pursuant to the Guardian Pharmacy Services,
Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”), to Optionee named in the Notice of Grant of Nonqualified Stock Option (the “Grant Notice”) to which this Nonqualified Stock Option Agreement is
attached (together with the Grant Notice, this “Agreement”) an Option Right (the “Option”) to purchase shares of Common Stock as set forth in such Grant Notice, subject to the terms and conditions set forth in
this Agreement.
**1.**
**Certain Definitions**. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Plan.
**2.** **Grant of
Option**. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company has granted to Optionee, as of the Date of Grant, an Option to purchase the number of shares of Common Stock set
forth in the Grant Notice at the Option Price specified therein. The Option Price represents at least the Market Value per Share on the Date of Grant. The Option is intended to be a nonqualified stock option.
**3.****Vesting of Option**.
(a) Except as otherwise provided herein, the Option shall vest and become exercisable
(“Vest,” or “Vested”) as set forth in the Grant Notice if Optionee remains in the continuous employment of the Company or a Subsidiary in accordance with the Vesting Schedule set forth in the Grant Notice (the
period from the Date of Grant until the applicable vesting date of the Vesting Schedule, the “Vesting Period”). Any portion of the Option that does not so become Vested will be forfeited, including, except as provided in **Section** **3(b)** or **3(c)** below, if Optionee ceases to be continuously employed by the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Agreement, “continuously
employed” (or substantially similar terms) means the absence of any interruption or termination of Optionee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the
case of transfers between locations of the Company and its Subsidiaries.
(b) Notwithstanding **Section** **3(a)** above, the
unvested portion of the Option (to the extent the Option has not been forfeited) shall Vest in full upon the date that (i) the Participant ceases employment with the Company and its Subsidiaries by reason of the Participant’s death or
(ii) the Participant becomes Disabled. For purposes of this Agreement, “Disability” (or similar terms) shall mean a circumstance in which the Participant is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months and otherwise satisfies the requirements to be
disabled under Section 409A of the Code.
*Annex A to Instrument
of Award*
---
(c) Notwithstanding **Section** **3(a)** above, in the event of a Change in Control that occurs prior to the end of the Vesting Period, the Option shall Vest in full upon the consummation of such Change in Control.
**4.** **Right To Exercise; Termination of the Option**. Any portion of the Option that becomes
Vested in accordance with **Section** **3** shall remain exercisable until, and shall terminate on, the earliest of the following dates:
(a) Thirty (30) days after any termination of Optionee’s employment, unless
such termination of employment is due to Optionee’s death or Disability as described in **Section** **4(b)** or **4(c)**;
(b) One (1) year after Optionee’s death if such death occurs while Optionee is
employed by the Company or any Subsidiary;
(c) One (1) year after
Optionee’s termination of employment with the Company or a Subsidiary due to Disability; or
(d) Ten (10) years from the Date of Grant.
For the avoidance of doubt, any portion of the Option that remains outstanding, whether or not Vested, will terminate immediately on the tenth
anniversary of the Date of Grant.
**5.** **Exercise and Payment of Option**. To the extent
exercisable, the Option may be exercised in whole or in part from time to time and will be settled in Common Stock by Optionee giving written notice to the Company at its principal office specifying the number of shares of Common Stock for which the
Option is to be exercised and paying the aggregate Option Price for such Common Stock. Payment of the Option Price by Optionee shall be (a) in cash, by check acceptable to the Company or by wire transfer of immediately available funds,
(b) subject to any conditions or limitations established by the Board or the Committee, by the withholding of Common Stock otherwise issuable upon exercise of the Option pursuant to a “net exercise” arrangement, (c) by a
combination of such methods of payment, or (d) by such other methods as may be approved by the Board or the Committee.
**6.** **Transferability, Binding Effect**. Subject to Section 15 of the Plan, the Option is
not transferable by Optionee other than by will or the laws of descent and distribution, and in no event shall the Option be transferred for value.
**7.** **No Dividend Equivalents**. Optionee shall not be entitled to dividends or dividend
equivalents with respect to the Option or the Common Stock underlying the Option until such Common Stock is issued after the exercise of the Option (or portion thereof).
**8.** **Adjustments**. The number of shares of Common Stock issuable subject to the Option and the
other terms and conditions of the grant evidenced by this Agreement are subject to mandatory adjustment, including as provided in Section 11 of the Plan.
3
---
**9.** **Taxes and Withholding**. To the extent
that the Company or any Subsidiary is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made to or benefit realized by Optionee or other person under the Option, Optionee agrees that, unless
otherwise determined by the Committee, the Company will withhold any taxes or other amounts required to be withheld by the Company under federal, state, local or foreign law as a result of such payment or benefit in an amount sufficient to satisfy
the minimum statutory withholding amount permissible. To the extent that the amounts available to the Company or such Subsidiary for such withholding are insufficient, it shall be a condition to the obligation of the Company to make any such
delivery or payment that Optionee or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld. The shares of Common Stock used for tax or other withholding will
be valued at an amount equal to the fair market value of such shares of Common Stock on the date the benefit is to be included in Optionee’s income. In no event will the market value of Common Stock to be withheld pursuant to this **Section** **9** to satisfy applicable withholding taxes or other amounts exceed the minimum amount of taxes required to be withheld, unless such additional withholding is authorized by the Committee.
Notwithstanding any other provision of this Agreement, the Company shall not be obligated to guarantee any particular tax result for Optionee with respect to any payment provided to Optionee hereunder, and Optionee shall be responsible for any taxes
imposed on Optionee with respect to any such payment.
**10.** **Compliance with Law**.
(a) The Company shall make reasonable efforts to comply with all applicable federal and
state securities laws; provided, however, that notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any shares of Common Stock pursuant to this Agreement if the issuance
thereof would result in a violation of any such law. The Option shall not be exercisable if such exercise would involve a violation of any law.
(b) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement
prevents Optionee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental
authorities regarding possible legal violations, and for purpose of clarity Optionee is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.
**11.** **No Right to Future Awards or Employment**. The Option award is a voluntary, discretionary
award being made on a one-time basis and it does not constitute a commitment to make any future awards. Nothing contained in this Agreement will confer upon Optionee any right to continued employment with the
Company or any Subsidiary.
**12.** **Relation to Other Benefits**. Any economic or other
benefit to Optionee under this Agreement or the Plan shall not be taken into account in determining any benefits to which Optionee may be entitled under any other compensatory arrangement maintained by the Company or any of its Subsidiaries.
4
---
**13.** **Amendments**. Any amendment to the Plan
shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect Optionee’s rights with respect to the Option without
Optionee’s consent, and Optionee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 10D of the Exchange Act.
**14.** **Severability**. In the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
**15.** **Relation to Plan; Clawback**.
(a) The Option granted under this Agreement and all of the terms and conditions hereof are
subject to all of the terms and conditions of the Plan. In the event of any inconsistency between this Agreement and the Plan, the terms of the Plan will govern. The Committee acting pursuant to the Plan, as constituted from time to time, shall,
except as expressly provided otherwise herein or in the Plan, have the right to determine any questions which arise in connection with this Agreement.
(b) Optionee acknowledges and agrees that the terms and conditions set forth in the
Guardian Pharmacy Services, Inc. Compensation Recoupment Policy (as may be amended and restated from time to time, the “Recoupment Policy”) are incorporated in this Agreement by reference. To the extent the Recoupment Policy is
applicable to the Recipient, it creates additional rights for the Company with respect to applicable compensation, including, without limitation, annual cash incentive compensation and long-term incentive compensation awards granted to Optionee by
the Company. Notwithstanding any provisions in this Agreement to the contrary, applicable compensation, including, without limitation, annual cash incentive compensation and long-term incentive compensation, will be subject to potential mandatory
cancellation, forfeiture and/or repayment by Optionee to the Company to the extent Optionee is, or in the future becomes, subject to (i) any Company clawback or recoupment policy, including the Recoupment Policy and any other policies that are
adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (ii) any applicable laws that impose mandatory clawback or recoupment requirements
under the circumstances set forth in such laws, including as required by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards,
as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting the Option award under the Plan and pursuant to this
Agreement, Optionee consents to be bound by the terms of the Recoupment Policy, if applicable, and agrees and acknowledges that Optionee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to
recover or recoup other applicable compensation, including, without limitation, annual cash incentive compensation and long-term incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock
exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from
Optionee of any such amounts, including from Optionee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.
5
---
**16.** **Electronic Delivery**. The
Company may, in its sole discretion, deliver any documents related to the Option and Optionee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request Optionee’s consent to
participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an online or electronic system established and maintained by the
Company or another third party designated by the Company.
**17.** **Governing Law****.** This Agreement shall be governed by and construed with the internal substantive laws of the State of Delaware, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.
**18.** **Successors and Assigns**. Without limiting **Section** **6** hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Optionee, and the
successors and assigns of the Company.
**19.** **Acknowledgement**. Optionee acknowledges that
Optionee (a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and
conditions.
6
---
## EX-10.3
SEC source: [d167925dex103.htm](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex103.htm)
**Exhibit 10.3**
**EMPLOYMENT AGREEMENT**
THIS EMPLOYMENT AGREEMENT by and between Guardian Pharmacy Services Management, LLC, a Georgia limited liability company with its principal
place of business located at 300 Galleria Parkway SE, Suite 800, Atlanta, GA 30339 (the “Company”) and a wholly owned subsidiary of Guardian Pharmacy Services, Inc. (“Parent”), and [NAME]
(“Executive”), is dated as of the ____ day of _________, 202_ (the “Agreement”).
The Company
wishes to employ Executive on the terms and conditions, and for the consideration, hereinafter set forth, and Executive desires to be employed by the Company on such terms and conditions and for such consideration.
In consideration of the promises provided for in this Agreement, the Company and Executive agree as follows:
1. Employment Period. This Agreement shall become effective as of ________ __, 202_ (the “Effective
Date”). The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, on an at-will basis on the terms and conditions set-forth herein for the period commencing on the Effective Date and ending as provided in Section 3 hereof (the “Employment Period”).
2. Terms of Employment.
(a) Position and Duties. (i) During the Employment Period, Executive shall (A) serve as [TITLE] of the
Parent with such duties and responsibilities as are customarily commensurate with or incident to such position for an entity similar in size to, and in a business similar to that of, Parent, (B) report to the [SUPERVISOR TITLE] of Parent, and
(C) perform Executive’s services at 300 Galleria Parkway SE, Suite 800, Atlanta, GA 30339, and at such additional primary locations as reasonably agreed to by the [SUPERVISOR TITLE] of Parent (subject to reasonable travel requirements
commensurate with Executive’s position).
(ii) During the Employment Period, and excluding any periods of
vacation and sick leave to which Executive is entitled, Executive agrees to devote Executive’s full business time and attention to the business and affairs of the Company, Parent and their affiliates. During the Employment Period, it will not
be a violation of this Agreement for Executive to (A) serve on civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so
long as such activities described in clauses (A), (B) and (C) do not significantly interfere with the performance of Executive’s responsibilities as an employee of the Company in accordance with this Agreement.
(b) Compensation. (i) Base Salary. During the Employment Period, Executive shall receive an annual
base salary (“Annual Base Salary”) of $[AMOUNT] paid in accordance with the normal payroll practices of the Company as may be in effect from time to time, which Annual Base Salary shall be reviewed for increase at least annually.
---
(ii) Annual Cash Bonus. Executive shall be eligible, for each
fiscal year of Parent (beginning with fiscal year 202_) ending during the Employment Period, for an annual incentive bonus in cash (the “Annual Bonus”), with a target Annual Bonus opportunity for fiscal year 202_ equal to no less
than $[AMOUNT] (“Target Bonus”). For each such fiscal year, there will be established the performance metrics and their relative weighting to be used in, and any specific performance goals applicable to, the determination of
the Annual Bonus for Executive for such period. For fiscal years after 202_, there will be established the Target Bonus for such years. There is no guaranteed Annual Bonus under this Agreement, and for each applicable fiscal year, Executive’s
Annual Bonus could be as low as zero. Notwithstanding anything in this Agreement to the contrary, each Annual Bonus shall be on the terms and subject to such conditions as are specified for the particular Company or Parent plans or programs pursuant
to which the Annual Bonus is granted. Any Annual Bonus earned with respect to a particular fiscal year will be paid no later than March 15 following the end of the fiscal year to which the Annual Bonus relates.
(iii) Equity Compensation Program. During the Employment Period, subject to approval by the Board (or an
applicable committee of the Board), Executive shall be eligible to participate in Parent’s long-term incentive compensation program as may be in effect from time to time for senior executives of Parent and the Company generally, with such
participation occurring in accordance with the approval of the Board (or an applicable committee of the Board), Parent and the Company’s policies, and the applicable award agreement and incentive compensation plan under which such awards will
be granted, as in effect from time to time.
(iv) Employee Benefits. During the Employment Period, Executive
shall be eligible to participate in the employee benefit plans, programs, and policies, as may be in effect from time to time, for senior executives of Parent and the Company generally.
(v) Vacation. During the Employment Period, Executive shall be entitled to paid vacation during each calendar
year, consistent with the Company’s policies then applicable to executive officers.
(vi) Expenses.
During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in accordance with the performance of Executive’s duties under this Agreement and in accordance with
the Company’s business expense reimbursement policy.
3. Termination of Employment.
(a) Generally. Except as hereinafter provided, the Employment Period shall continue until, and shall end upon, the
second anniversary of the Effective Date (the “Initial Employment Period”). At the end of the Initial Employment Period and on each anniversary thereafter, unless the Company shall have given Executive sixty (60) days written
notice that the Employment Period will not be extended, the Employment Period shall be extended for an additional year. The term “Employment Period” as used in this Agreement shall refer to the Initial Employment Period or the Employment
Period as so extended. If the Company gives Executive sixty (60) days written notice that the Employment Period will not be extended, then, unless otherwise agreed by the Company and Executive, Executive’s employment with the
2
---
Company shall terminate immediately following the last day of the Employment Period. Notwithstanding the foregoing, the Employment Period (to the extent then in effect) will cease on the Date of
Termination (as defined in Section 3(g)).
(b) Death or Disability. Executive’s employment shall
terminate automatically if Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of Executive has occurred during the Employment Period (pursuant to the definition of
“Disability” set forth below), it may give to Executive written notice in accordance with Section 14(b) of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall
terminate effective on the 30th day after receipt of such notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of
Executive’s duties. “Disability” means the absence of Executive from Executive’s duties with the Company on a full-time basis for 90 consecutive business days, or 90 business days during any period of 120 consecutive
business days, as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative
(such agreement as to acceptability not to be unreasonably withheld).
(c) By the Company. The Company may
terminate Executive’s employment during the Employment Period for any, or no reason, with or without Cause. For purposes of this Agreement, “Cause” will be deemed to exist upon:
(i) any use or misappropriation by Executive of the funds, assets or property of Parent, the Company, or their
subsidiaries or affiliates for any personal or other improper purpose;
(ii) any act of moral
turpitude, dishonesty, fraud by or felony conviction of Executive whether or not such acts were committed in connection with the business of the Company, an affiliate or a subsidiary, if such act or conviction, in the reasonable good faith judgment
of the Board, could reasonably be expected to be materially injurious to the financial condition or business reputation of Parent, the Company, or their subsidiaries or affiliates;
(iii) any failure by Executive substantially to perform the lawful instructions of the person(s) to whom
Executive reports (other than as a result of total or partial incapacity due to physical or mental illness) following written notice by the Company to Executive of such failure and 15 days within which to cure such failure;
(iv) any willful or gross misconduct by Executive in connection with Executive’s duties to the
Company which, in the reasonable good faith judgment of the Board, could reasonably be expected to be materially injurious to the financial condition or business reputation of Parent, the Company or their subsidiaries or affiliates;
(v) any failure by Executive to follow a material Company or Parent policy; or
(vi) any material breach by Executive of this Agreement.
3
---
The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall
have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding Executive, if Executive is a member of the Board) at a meeting of the Board
called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding that, in the good faith opinion of the Board,
Executive has engaged in the conduct described in Section 3(c), and specifying the particulars thereof in detail.
(d) By Executive. Executive’s employment may be terminated during the Employment Period by Executive for
Good Reason or by Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean, in the absence of the prior written consent of Executive:
(i) a material diminution in Executive’s duties, authorities or responsibilities;
(ii) a material reduction of Executive’s Annual Base Salary or Target Bonus;
(iii) relocation of Executive’s primary workplace(s), as assigned to Executive by the Company in accordance with
Section 2(a)(i), beyond a 50 mile radius from such workplace(s); or
(iv) any other material breach by the
Company of this Agreement;
provided, however, that Executive’s termination of employment shall not be deemed to be for Good Reason
unless (A) Executive has notified the Company in writing describing the occurrence of one or more Good Reason events within 90 days of such occurrence, (B) the Company fails to cure such Good Reason event within 30 days after its receipt
of such written notice and (C) the termination of employment occurs within 180 days after the occurrence of the applicable Good Reason event.
(e) Notice of Termination; Expiration of Employment Period. Any termination of employment by the Company for
Cause, or by Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. “Notice of Termination” means a written notice that
(i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s
employment under the provision so indicated, and (iii) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days
after the giving of such notice). The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company,
respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executive’s or the Company’s respective rights hereunder.
4
---
(f) Resignation. Upon any termination of Executive’s
employment with the Company, Executive shall be deemed to resign from any position as an officer, director, or fiduciary of the Company, Parent and any related entity.
(g) Date of Termination. “Date of Termination” means (i) if Executive’s employment
is terminated by the Company for Cause, or by Executive for Good Reason, the date of receipt of the Notice of Termination or such later date specified in the Notice of Termination, as the case may be, (ii) if Executive’s employment is
terminated by the Company other than for Cause or Disability, the date on which the Company notifies Executive of such termination, (iii) if Executive resigns without Good Reason, the date on which Executive notifies the Company of such
termination, and (iv) if Executive’s employment is terminated by reason of death or Disability, the date of Executive’s death or the Disability Effective Date, as the case may be. Notwithstanding the foregoing, in no event shall the
Date of Termination occur until Executive experiences a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the date on which such
separation from service takes place shall be the “Date of Termination.” Upon the expiration of the Employment Period and in the event Executive continues employment with the Company, Executive’s employment will be at-will and the terms of this Agreement (other than Section 8) will have no further effect.
4. Obligations of the Company upon Termination.
(a) By Executive for Good Reason or by the Company other than for Cause, Death or Disability Not During the
Change in Control Period. If, during the Employment Period, the Company terminates Executive’s employment other than for Cause, death or Disability, including by providing notice to Executive pursuant to Section 3(a) that the
Employment Period will not be extended and Executive’s employment is terminated, or Executive terminates employment for Good Reason, and, in each case, Executive is not entitled to any amounts or benefits pursuant to Section 4(b):
(i) The Company shall pay to Executive, in a lump sum in cash within 30 days after the Date of
Termination (or earlier, if required by applicable law), the aggregate of the following amounts: the sum of (A) Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (B) Executive’s
business expenses that are reimbursable pursuant to Section 2(b)(vi) of this Agreement but have not been reimbursed by the Company as of the Date of Termination; (C) Executive’s Annual Bonus for the fiscal year immediately preceding
the fiscal year in which the Date of Termination occurs, if such Annual Bonus has been earned but not paid as of the Date of Termination; and (D) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in
subclauses (A), (B), (C) and (D), the “Accrued Obligations”);
(ii) Subject to
Section 11(b), on the 61st day after the Date of Termination, the Company shall, subject to Section 4(e), pay to Executive a lump sum cash amount equal to the product obtained by multiplying (A) two by (B) the sum of
(1) Executive’s Annual Base Salary (without regard to any reduction thereto) and (2) Executive’s Target Bonus (without regard to any reduction thereto);
5
---
(iii) Subject to Section 11(b), on the 61st day after the Date of Termination, the Company shall, subject to Section 4(e), pay to Executive a lump sum cash amount equal to the product obtained by multiplying (A) Executive’s
Target Bonus for the fiscal year in which the Date of Termination occurs, by (B) a fraction, the numerator of which is the total number of days that have elapsed during such fiscal year through the Date of Termination and the denominator of
which is the total number of days in the applicable fiscal year;
(iv) If Executive timely and properly elects
health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for
Executive and Executive’s dependents and the monthly premium amount paid by Executive for such coverage immediately prior to the Date of Termination. Such reimbursement shall be paid to Executive on the first of the month immediately following
the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of (A) 24 months following the Date of Termination, (B) the time Executive is no longer eligible for
such COBRA coverage, or (C) the date Executive becomes eligible for group health care insurance coverage from another employer; provided, that Executive shall promptly notify the Company of any such circumstances. For the avoidance of doubt,
nothing in this Agreement (including Section 4(b)) shall prohibit the Company or any of its affiliates from amending or terminating any group health plan. Notwithstanding anything in this Agreement (including Section 4(b)) to the contrary,
in the event that the payment of amounts payable under this clause (iv) or in Section 4(b)(iv), as applicable, shall result in adverse tax consequences under Chapter 100 of the Code, Code Section 4980D or otherwise to the Company or
its affiliates, the parties shall undertake commercially reasonable efforts to restructure such benefit in an economically equivalent manner to avoid the imposition of such taxes on the Company or the affiliate, provided, however, that
should the Company’s auditors determine in good faith that no such alternative arrangement is achievable, Executive shall not be entitled to his or her rights to payment under this clause (iv) or Section 4(b)(iv), as applicable.
Further, neither the Company nor any of its employees, directors, managers, board members, affiliates, parents, stakeholders, equityholders, agents, successors, predecessors or related parties guarantees the tax treatment of any benefit under this
clause (iv) or Section 4(b)(iv), as applicable, and no such party shall have liability to Executive or his or her beneficiaries with respect to the taxation of such benefits or amounts payable in respect thereof; and
(v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive
any Other Benefits (as defined in Section 5) in accordance with the terms of the underlying plans or agreements.
Other than as set forth in this
Section 4(a), in the event of a termination of Executive’s employment by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, the Company shall have no further obligation to Executive under
this Agreement.
6
---
(b) By Executive for Good Reason or By the Company Other than for
Cause, Death, or Disability During the Change in Control Period. If, during the Employment Period, the Company terminates Executive’s employment other than for Cause, death or disability, including by providing notice to Executive pursuant
to Section 3(a) that the Employment Period will not be extended and Executive’s employment is terminated, or Executive terminates employment for Good Reason, in each case, within a period of two years after a Change in Control (the
“Change in Control Period”), the Company will pay and provide to Executive the amounts and benefits specified in Section 4(b)(i)-(vi) herein in lieu of the amounts and benefits provided in Section 4(a).
(i) The Company shall pay to Executive, in a lump sum in cash within 30 days after the Date of
Termination (or earlier, if required by applicable law), the aggregate of the Accrued Obligations (as defined in Section 4(a)(i)).
(ii) Subject to Section 11(b), on the 61st day after the Date of Termination, the Company shall, subject to
Section 4(e), pay to Executive a lump sum cash amount equal to the product obtained by multiplying (A) three by (B) the sum of (1) Executive’s Annual Base Salary (without regard to any reduction thereto) and
(2) Executive’s Target Bonus (without regard to any reduction thereto);
(iii) Subject to
Section 11(b), on the 61st day after the Date of Termination, the Company shall, subject to Section 4(e), pay to Executive a lump sum cash amount equal to the product obtained by
multiplying (A) Executive’s Target Bonus for the fiscal year in which the Date of Termination occurs, by (B) a fraction, the numerator of which is the total number of days that have elapsed during such fiscal year through the Date of
Termination and the denominator of which is the total number of days in the applicable fiscal year;
(iv) If
Executive timely and properly elects health continuation coverage under COBRA, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for Executive and Executive’s dependents and the
monthly premium amount paid by Executive for such coverage immediately prior to the Date of Termination. Such reimbursement shall be paid to Executive on the first of the month immediately following the month in which Executive timely remits the
premium payment. Executive shall be eligible to receive such reimbursement until the earliest of (A) 36 months following the Date of Termination, (B) the time Executive is no longer eligible for such COBRA coverage, or (C) the date
Executive becomes eligible for group health care insurance coverage from another employer; provided, that Executive shall promptly notify the Company of any such circumstances; and
(v) Any outstanding equity-based awards granted to Executive under Parent’s 2024 Equity and Incentive
Compensation Plan (or any successor plan) (the “Equity Plan”) shall vest in full (with performance-based awards vesting at the greater of target performance and actual performance measured as of the Date of Termination) and shall
be paid in accordance with the terms of the Equity Plan and the applicable equity award agreements; and
7
---
(vi) To the extent not theretofore paid or provided, the Company
shall timely pay or provide to Executive any Other Benefits (as defined in Section 5) in accordance with the terms of the underlying plans or agreements.
(c) Death or Disability. If Executive’s employment is terminated by reason of Executive’s death or
Disability during the Employment Period, the Company shall provide Executive or, in the event of death, Executive’s estate or beneficiaries, with the Accrued Obligations and the timely payment or delivery of the Other Benefits in accordance
with the terms of the underlying plans or agreements, and shall have no further obligations under this Agreement. The Accrued Obligations shall be paid to Executive or, in the event of death, Executive’s estate or beneficiaries, in a lump sum
in cash within 30 days of the applicable Date of Termination.
(d) Cause; Other than for Good Reason. If
Executive’s employment is terminated for Cause during the Employment Period, the Company shall provide Executive with Executive’s Annual Base Salary through the Date of Termination, and the timely payment or delivery of the Other
Benefits in accordance with the terms of the underlying plans or agreements, and shall have no further obligations under this Agreement. If Executive voluntarily terminates employment other than for Good Reason during the Employment Period, the
Company shall provide to Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits in accordance with the terms of the underlying plans or agreements, and shall have no further obligations under this Agreement. In
such case, all the Accrued Obligations shall be paid to Executive in a lump sum in cash within 30 days of the Date of Termination.
(e) Release. Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any
payment under Sections 4(a)(ii)-(iv) or Sections 4(b)(ii)-(v) of this Agreement, as applicable, unless (i) prior to the 60th day following the Date of Termination, Executive executes a release of claims against the Company and its affiliates in
a form provided by the Company (the “Release”), and (ii) any applicable revocation period has expired during such 60-day period without Executive revoking such Release.
(f) Change in Control. For purposes of this Agreement, “Change in Control” means the occurrence
(after the date of the consummation of the initial public offering Parent’s common stock (the “IPO Date”)) of any of the following events; provided, that, for the avoidance of doubt, the initial public offering of
Parent’s common stock shall not constitute a Change in Control for purposes of this Agreement:
(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time) (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of Parent where such acquisition causes such Person to own 50% or
more of the combined voting power of the then outstanding voting securities of Parent entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change in Control: (A) any acquisition
8
---
directly from Parent that is approved by the Incumbent Board (as defined in subsection (ii) below), (B) any acquisition by Parent, (C) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by Parent or any corporation controlled by Parent or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below; provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 50% as a result of a transaction described in clause (A) or (B) above, and such Person subsequently
acquires beneficial ownership of additional voting securities of Parent, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 50% or more of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good faith that a Person has acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 50% or more of the Outstanding Company Voting Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than 50% of the Outstanding Company Voting Securities, then no Change in Control shall have occurred as a result of such Person’s acquisition;
(ii) individuals who, as of the IPO Date, constitute the Board (the “Incumbent Board”
as modified by this subsection (ii)) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the IPO Date whose election, or nomination for election
by Parent’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of Parent in which such person is named as a nominee
for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
(iii) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of Parent or the acquisition of assets of another corporation or other transaction (“Business Combination”) excluding, however, such a Business Combination pursuant to which (A) the individuals
and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an
entity that as a result of such transaction owns Parent or all or substantially all of Parent’s assets either directly or through one or more subsidiaries), (B) no Person (excluding any employee benefit plan (or related trust) of Parent,
Parent or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the
entity
9
---
resulting from such Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv) approval by Parent’s stockholders of a complete liquidation or dissolution of Parent except pursuant to a
Business Combination that complies with clauses (A), (B) and (C) of subsection (iii) above.
5. Non-Exclusivity of Rights. Amounts that Executive is otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company or its affiliates at or
subsequent to the Date of Termination (“Other Benefits”) shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement. Notwithstanding the
foregoing, Executive shall not be eligible to participate in any other severance plan, program or policy of the Company or its affiliates.
6. Set-off; No Mitigation. The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations hereunder shall be subject to set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company or its
affiliates may have against Executive to the extent such set-off or other action does not violate Section 409A of the Code. In no event shall Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement.
7. Limitations on Payments Under Certain Circumstances. Notwithstanding any provision of any other plan, program,
arrangement or agreement to the contrary, in the event that it shall be determined that any payment or benefit to be provided by the Company to Executive pursuant to the terms of this Agreement or any other payments or benefits received or to be
received by Executive (a “Payment”) in connection with or as a result of any event which is deemed by the U.S. Internal Revenue Service or any other taxing authority to constitute a change in the ownership or effective control of
Parent or the Company, or in the ownership of a substantial portion of the assets of Parent or the Company and subject to the tax (the “Excise Tax”) imposed by Section 4999 (or any successor section) of the Code, the
Payments, whether under this Agreement or otherwise, shall be reduced so that the Payment, in the aggregate, is reduced to the greatest amount that could be paid to Executive without giving rise to any Excise Tax; provided that in the event that
Executive would be placed in a better after-tax position after receiving all Payments and not having any reduction of Payments as provided hereunder, Executive shall, notwithstanding the provisions of any
other plan, program, arrangement or agreement to the contrary, receive all Payments and pay any applicable Excise Tax. All determinations under this Section 7 shall be made by a nationally recognized accounting firm selected by Parent or the
Company (the “Accounting Firm”). Without limiting the generality of the foregoing, any determination by the Accounting Firm under this Section 7 shall take into account the value of any reasonable compensation for services to
be rendered by Executive (or for holding oneself out as available to perform services and refraining from performing services (such as under a covenant not to compete)). If the Payments are to be reduced pursuant to this Section 7, the Payments
shall be reduced in the following order: (a) Payments which do not
10
---
constitute “nonqualified deferred compensation” subject to Section 409A of the Code shall be reduced first; and (b) all other Payments shall then be reduced, in each case as
follows: (i) cash payments shall be reduced before non-cash payments and (ii) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date.
8. Restrictive Covenants.
(a) Acknowledgements and Agreements. Executive hereby acknowledges and agrees that in the performance of
Executive’s duties to the Company during Executive’s employment, Executive shall be brought into frequent contact with existing and potential customers of the Company throughout the continental Unites States. Executive also agrees that
Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business, and marketing strategies by virtue of Executive’s employment. Executive further agrees that trade secrets and confidential
information of the Company, more fully described in Section 8(i), have been developed by the Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Company with great competitive
importance and commercial value to the Company. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s legitimate business interests that Executive comply with the restrictive
covenants, as further provided in the following sections. Executive acknowledges and agrees that the terms and conditions of this Section 8 are fair, reasonable, and not unduly restrictive on Executive and are reasonably necessary to protect
the legitimate business interests of the Company and to prevent irreparable harm to the Company. Executive further acknowledges and agrees that: he is executing this Agreement in Atlanta, Georgia; he reports into and routinely works in the
Company’s and the Parent’s headquarters in Atlanta, Georgia; and he has responsibility for overseeing the Company’s and the Parent’s key pharmacy management personnel and operations across the Company’s and the
Parent’s entire operations in the Restricted Territory.
(b) Competitive Activity During Employment. Executive will not compete with the Company anywhere within the United States during Executive’s employment with the Company, including, without limitation:
(i) entering into or engaging in any business which competes with the Company’s Business;
(ii) soliciting customers, business, patronage or orders for, or selling, any products or services in
competition with, or for any business that competes with, the Company’s Business;
(iii) diverting, enticing
or otherwise taking away any customers, business, patronage, or orders of the Company or attempting to do so;
(iv) soliciting any employee, sales representative, agent or consultant of the Company to terminate their employment,
relationship or other association with the Company or attempting to do so; or
11
---
(v) promoting or assisting, financially or otherwise, any person,
firm, association, partnership, corporation or other entity engaged in any business which competes with the Company’s Business.
(c) Following Termination. For a period of two years following Executive’s termination of employment with
the Company, for any reason, Executive shall not, on Executive’s own account or as a partner, joint venturer, employee, agent, contractor, salesperson, consultant, officer and/or director of any firm, association, partnership, corporation or
other entity:
(i) Provide services the same or substantially similar to those duties performed by Executive as
[TITLE] for the Company for any person or entity that competes with the Company’s Business (as hereinafter defined) within the Restricted Territory (as hereinafter defined);
(ii) Directly or indirectly, solicit or attempt to solicit business, patronage or orders for products or services in
competition with those provided by the Company, on Executive’s own behalf or for any person or entity, wherever located, from any Company customers or actively sought prospective customers with whom Executive had Material Contact (as
hereinafter defined). This Section 8(c)(ii) does not prohibit Executive from accepting as a customer any Company customer or actively sought prospective customer who: (A) responds to a general advertisement or solicitation, including but
not limited to advertisements or solicitations through newspapers, trade publications, periodicals or internet databases, not specifically directed at customers or prospective customers of the Company; or (B) unilaterally contacts Executive in
the absence of any violation of this Section 8(c)(ii) by Executive;
(iii) Directly or indirectly, within the
Restricted Territory, solicit or recruit, or attempt to solicit or recruit, for purposes of terminating employment, relationship or other association with the Company, any employee, sales representative, agent or consultant of the Company with whom
Executive worked or about whom Executive came to know confidential information as a result of Executive’s employment with the Company, and who has not prior thereto ceased to be employed or retained by the Company, to terminate their
employment, relationship or other association with the Company. This Section 8(c)(iii) shall not prohibit Executive from soliciting or hiring any person who: (A) responds to a general advertisement or solicitation, including but not
limited to advertisements or solicitations through newspapers, trade publications, periodicals, internet databases or recruiting or employment agencies, not specifically directed at employees, sales representatives, agents or consultants of the
Company; or (B) unilaterally contacts Executive in the absence of any violation of this Section 8(c)(iii) by Executive.
(d) The “Company.” For the purposes of this Section 8, the “Company” shall include
any and all direct and indirect subsidiaries, parents, and affiliated or related companies thereof or the Company for which Executive worked or had responsibility at the time of termination of Executive’s employment and at any time during the
two year period prior to such termination.
12
---
(e) The Company’s “Business.” For the purposes
of this Section 8, the Company’s Business is defined to mean owning, operating or providing business consulting services to pharmacies that offer pharmaceutical products and services to long-term care facilities, including skilled nursing
facilities, assisted living facilities and behavioral health facilities, as such activities are conducted by the Company, or the provision of any other products or services conducted, authorized, offered or provided by the Company within the two
year period prior to Executive’s termination.
(f) “Material Contact.” For purposes of this
Section 8, Material Contact is defined to be contact between Executive and each customer and prospective customer: (i) with whom or which the Executive dealt on behalf of the Company; (ii) whose dealings with the Company were
coordinated or supervised by Executive; (iii) about whom Executive obtained Confidential Information in the ordinary course of business as a result of Executive’s association with the Company; or (iv) who received products or
services authorized by the Company, the sale or provision of which results or resulted in compensation, commissions, or earnings for Executive within the two years prior to the Executive’s termination from the Company.
(g) “Restricted Territory.” For the purposes of Section 8, the Restricted Territory shall be
defined as and limited to:
(i) The continental United States and federal districts therein,
including Alabama, Arizona, Arkansas, California, Colorado, Connecticut, the District of Columbia, Delaware, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota,
Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
Virginia, Washington, West Virginia, Wisconsin, and Wyoming; or
(ii) In the event that the foregoing
definition of Restricted Territory in Section 8(g)(i) is deemed to be overbroad or otherwise unenforceable even after judicial modification, then this Section 8(g) shall mean (A) the geographic area(s) within a 100 mile radius of any
and all of the Company’s and the Parent’s location(s) in, to, or for which Executive worked, to which Executive was assigned or had any responsibility (either direct or supervisory) at the time of termination of Executive’s
employment and at any time during the two-year period prior to such termination; or
(iii) In the event that the foregoing definition of Restricted Territory in Section 8(g)(ii) is deemed to be
overbroad or otherwise unenforceable even after judicial modification, then this Section 8(g) shall mean the geographic area(s) within a 50 mile radius of any and all of the Company’s and the Parent’s location(s) in, to, or for
which Executive worked, to which Executive was assigned or had any responsibility (either direct or supervisory) at the time of termination of Executive’s employment and at any time during the two-year period prior to such termination; or
(iv) In the event that the foregoing definition of Restricted Territory in
Section 8(g)(iii) is deemed to be overbroad or otherwise unenforceable even after judicial
13
---
modification, then this Section 8(g) shall mean the geographic area(s) within a 25 mile radius of any and all of the Company’s and the Parent’s location(s) in, to, or for which
Executive worked, to which Executive was assigned or had any responsibility (either direct or supervisory) at the time of termination of Executive’s employment and at any time during the two-year period
prior to such termination.
(h) Non-Disclosure/Return of Company Property
and Information.
(i) Confidential Information Defined. Executive acknowledges that, in
the course of Executive’s employment with the Company, Executive has had and will have access to, and will be making use of, acquiring, and adding to the Company’s confidential and proprietary information, including, without limitation,
any of the following: trade secrets; patent applications and invention disclosures; confidential business records; computer software programs or any portions or logic comprising said programs; technical or non-technical data, formulae or compilations; vendor and product information; customer and prospective customer lists; information about customers, prospective customers and consultants requirements; terms of
contracts with customers and consultants; research, production, programming, development, engineering, and distribution processes or techniques; the Company’s unique selling, manufacturing and servicing methods and business techniques;
training, service and business manuals; promotional materials; training courses and other training and instructional materials; methods of doing business; costs and pricing information; advertising, promotions, marketing information, or sales
techniques; planning and financial information of the Company; business opportunities; business plans; target markets; pricing formulas; financial models; working methods; profit formulas; studies; servicing plans; portfolio management strategies;
and any other proprietary and/or confidential business information of the Company (hereinafter referred to as the “Confidential Information”). Executive further understands that the term Confidential Information does not include any
information that is in the public domain or becomes generally known or available from a source other than the Company without a breach of any agreement with the Company and without any restriction on disclosure.
(ii) Duty of Non-Disclosure and Non-Use. In consideration of employment by the Company, Executive agrees that Executive shall not, for any purpose whatsoever other than to the extent necessary to render services to the Company, directly
or indirectly, divulge or disclose to any individual or entity, or use in any manner or allow others to use in any manner through Executive, any of the Confidential Information, but shall hold all of the same confidential for so long as such
Confidential Information: (A) constitutes trade secrets; and/or (B) is not publicly and widely known or made generally available through no wrongful act of Executive in violation of this Agreement or others who were under confidentiality
obligations as to the relevant Confidential Information.
(iii) Return of Information. Any Confidential
Information furnished to Executive by the Company, used by Executive on the Company’s behalf, or generated or obtained by Executive during the course of Executive’s employment with the Company, is and shall at all times remain the
property of the Company. Executive acknowledges
14
---
that this property is confidential and is not readily accessible to the Company’s competitors. Upon termination of the employment relationship between Executive and the Company, or prior
thereto at the Company’s request, Executive shall immediately deliver to the Company all such property, including all copies, remaining in Executive’s possession or control.
(iv) Notwithstanding the foregoing, nothing in this Agreement prohibits Executive from reporting possible violations of
law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Likewise, nothing in this Agreement is intended to or shall prevent,
impede or interfere with Executive from providing truthful testimony and information in the course of, or otherwise participating in, an investigation or proceeding conducted by a governmental agency or entity in connection with the lawful exercise
of such agency’s or entity’s functions.
(v) The U.S. Defend Trade Secrets Act of 2016
(“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made in confidence to a federal, state or local
government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other
proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the
individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
(i) Discoveries and Inventions. Executive agrees that any discoveries, inventions, know-how, and improvements (collectively “Inventions”), whether patentable or not, made, conceived or suggested, either solely or jointly with others, by Executive while in the
Company’s employ, whether in the course of Executive’s employment with the use of the Company’s time, material or facilities or that is in any way within or related to the existing or contemplated scope of the Company’s
business, shall be solely the property of the Company. Any Inventions relating to any subject matter with which the Company was concerned during Executive’s employment and made, conceived or suggested by Executive, either solely or jointly
with others, within one year following termination of Executive’s employment under this Agreement or any successor agreements shall be irrebuttably presumed to have been so made, conceived or suggested in the course of such employment with the
use of the Company’s time, materials or facilities, and to be solely the property of the Company. Executive agrees, both during and after employment with the Company, to disclose promptly and in writing to the Company all Inventions that
Executive, whether solely or jointly with others, makes, discovers, develops, conceives, and/or reduces to practice. Executive hereby assigns and agrees to assign to the Company or its designee, without further consideration, Executive’s
entire right and interest in and to all such Inventions. Upon request by the Company with respect to any such Inventions, Executive will execute and deliver to the Company, at any time during or after Executive’s employment, all appropriate
documents for use in applying for, obtaining and maintaining such
15
---
domestic and foreign patents as the Company may desire, and all proper assignments therefor, when so requested, at the expense of the Company, but without further or additional consideration.
(j) Work Made For Hire. Executive acknowledges that, to the extent permitted by law, all work papers,
reports, documentation, drawings, specifications, photographs, negatives, tapes and masters therefore, prototypes and other materials (hereinafter, “items”), including without limitation, any and all such items generated and maintained
on any form of electronic media, authored or generated by Executive during Executive’s employment with the Company shall be considered a “work made for hire” and that ownership of any and all copyrights in any and all such items
shall belong solely to the Company.
(k) Remedies. The parties acknowledge and agree that any breach by
Executive of the terms of this Agreement may cause the Company irreparable harm and injury for which money damages would be inadequate. Accordingly, the Company, in addition to any other remedies available at law or equity, shall be entitled, as a
matter of right, to injunctive relief in any court of competent jurisdiction. The parties agree that such injunctive relief may be granted without the necessity of proving actual damages. Nothing in this Agreement shall limit the Company’s
remedies under state for federal law or elsewhere.
(l) Reasonableness. Executive acknowledges and agrees that
Executive’s obligations under this Section 8 are reasonable in the context of the nature of the Company’s Business and the competitive injuries likely to be sustained by the Company if Executive were to violate such obligations.
Executive further acknowledges and agrees that this Agreement is made in consideration of, and is adequately supported by, the agreement of the Company to perform its obligations under this Agreement and by other consideration (including but not
limited to: (i) Executive’s eligibility for those certain termination benefits as set forth in Section 4; and (ii) Executive’s eligibility to participate in any and all future equity compensation programs as set forth in
Section 2(b)(iii)), which Executive acknowledges constitutes good, valuable and sufficient consideration. Executive further acknowledges and agrees that Executive’s obligations under this Section 8 will not prohibit Executive from
engaging in other businesses or employment for the purpose of earning a livelihood following the termination of his employment with the Company.
(m) Modification/Reformation. If any restriction set forth in this Section 8 is found by any court of
competent jurisdiction to be unenforceable because it extends for too long a period of time, or over too great a range of activities, or in too broad a geographic territory, it shall be interpreted to extend only over the maximum period of time,
range of activities, or geographic territory as to which it would otherwise be enforceable. If any provision or covenant, or any part thereof, of this Section 8 should be held by any court to be invalid, illegal or unenforceable, either in
whole or in part, such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, of this Section 8 or this Agreement, all of which will
remain in full force and effect.
(n) Additional Acknowledgements. Executive acknowledges and agrees that, in
the event that Executive becomes subject to any other contractual arrangements with the Company regarding competition with the Company, the restrictive covenants set forth in this Agreement were executed first and shall be deemed supplemented, and
in no event diminished or replaced, by such other contractual arrangements.
16
---
9. Successors.
(a) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable
by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of, and be enforceable by, Executive’s legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. As used
in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
10. Indemnification. The Company or an affiliate thereof shall indemnify Executive to the maximum extent permitted under
applicable law for acts taken within the scope of Executive’s employment and Executive’s service as an officer or director of the Company or any of its subsidiaries or affiliates. To the extent that the Company or an affiliate thereof
obtains coverage under a director and officer indemnification policy, Executive will be entitled to such coverage on a basis that is no less favorable than the coverage provided to any other officer or director of the Company or Parent.
11. Section 409A of the Code.
(a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from,
Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in
compliance therewith.
(b) Notwithstanding any provision of this Agreement to the contrary, in the event that
Executive is a “specified employee” within the meaning of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified
Employee”), any payments or benefits that are considered non-qualified deferred compensation under Section 409A payable under this Agreement on account of a “separation from service”
during the six-month period immediately following the Date of Termination shall, to the extent necessary to comply with Section 409A, instead be paid, or provided, as the case may be, on the first
business day after the date that is six months following Executive’s “separation from service” within the meaning of Section 409A. For purposes of Section 409A, Executive’s right to receive any installment payments
pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is
considered nonqualified deferred compensation, subject to Section 409A.
(c) With regard to any provision herein
that provides for reimbursement of costs and expenses or in-kind benefits that are deferred compensation subject to Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange
17
---
for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect
the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be made on or before the last day of Executive’s taxable year
following the taxable year in which the expense occurred.
12. Compensation Recoupment Policy. Notwithstanding
anything in this Agreement to the contrary, Executive acknowledges and agrees that the terms and conditions set forth in Parent’s compensation recoupment policy as in effect from time to time, including specifically to implement
Section 10D of the Exchange Act, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the shares of Parent’s common stock may be traded)
(the “Compensation Recovery Policy”) are incorporated into this Agreement by reference. To the extent the Compensation Recovery Policy is applicable to Executive, it creates additional rights for the Company and Parent with
respect to certain compensation, including, without limitation, incentive-based compensation. Notwithstanding any provisions to the contrary, certain compensation will be subject to potential mandatory cancellation, forfeiture and/or repayment by
Executive to the Company or Parent to the extent Executive is, or in the future becomes, subject to (a) any Parent clawback or recoupment policy, including the Compensation Recovery Policy, and any other policies that are adopted to comply with
the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws,
including as required by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and
which may operate to create additional rights for the Company or Parent with respect to awards and the recovery of amounts relating thereto. Executive consents to be bound by the terms of the Compensation Recovery Policy, if applicable, and agrees
and acknowledges that Executive is obligated to cooperate with, and provide any and all assistance necessary to, the Company and Parent in their efforts to recover or recoup an award, any gains or earnings related to an award, or any other
applicable compensation or amounts, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company or Parent policy.
Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company or Parent from Executive of any such amounts, including
from Executive’s accounts or from any other compensation, to the extent permissible under Section 409A.
13. Complete Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject
matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the
subject matter contained herein, including any previous Employment Agreement between Guardian Pharmacy, LLC and Executive. Notwithstanding the foregoing, Executive acknowledges and agrees that he remains bound by the terms of that certain
Restrictive Covenant Agreement entered into between Guardian Pharmacy, LLC and Executive on or about _______ __, 20__ (the “RCA”), and that the terms of the RCA are not superseded by this Agreement but are in addition to the terms of
this Agreement.
18
---
14. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without
reference to principles of conflict of laws. Executive agrees that the state and federal courts located in the State of Georgia shall have exclusive jurisdiction in any action, suit or proceeding against Executive based on or arising out of this
Agreement and Executive hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Executive; and (c) waives any other requirement
(whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, or nationally-recognized overnight courier service, postage prepaid, addressed as follows:
- If to Executive: At the most recent address on file at the
Company.
- If to the Company: 300 Galleria Parkway SE Suite 800Atlanta, GA 30339
or to such other address as either party shall have furnished to the other in writing in accordance herewith (including via
electronic mail). Notice and communications shall be effective when actually received by the addressee.
(c) The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(d) The Company, its subsidiaries and affiliates may withhold from any amounts payable under this Agreement such Federal,
state, local or foreign taxes or social security charges as shall be required to be withheld pursuant to any applicable law or regulation. None of the Company, its subsidiaries or affiliates guarantees any tax result with respect to payments or
benefits provided hereunder. Executive is responsible for all taxes owed with respect to all such payments and benefits.
(e) Subject to any limits on applicability contained therein, Section 8 of this Agreement shall survive and continue
in full force in accordance with its terms notwithstanding any termination or expiration of the Employment Period.
19
---
(f) This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same instrument.
(g) Executive’s or the Company’s failure to insist upon strict compliance with any provision of this
Agreement or the failure to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
(h) With respect to any controversy or claim arising out of or relating to or concerning injunctive relief for
Executive’s breach or purported breach of Section 8 of this Agreement, the Company shall have the right, in addition to any other remedies it may have, to seek specific performance and injunctive relief with a court of competent
jurisdiction, without the need to post a bond or other security.
15. Other Acknowledgements. Nothing in this
Agreement prevents Executive from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any
governmental authorities regarding possible legal violations.
***[Remainder of page intentionally left blank]***
20
---
IN WITNESS WHEREOF, Executive and the Company have executed this Agreement in Atlanta,
Georgia on the date first above written.
- **EXECUTIVE**
- **[NAME]**
- **GUARDIAN PHARMACY SERVICES MANAGEMENT, LLC**
- By
- Name: [NAME]
- Title: [TITLE]
---
## EX-31.1
SEC source: [d167925dex311.htm](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex311.htm)
**Exhibit 31.1**
**CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER**
**PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**
I, Fred P. Burke, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Guardian Pharmacy Services, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2026
/s/ Fred P. Burke
Fred P. Burke
President and Chief Executive Officer
*(Principal Executive Officer)*
---
## EX-31.2
SEC source: [d167925dex312.htm](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex312.htm)
**Exhibit 31.2**
**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**
**PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**
I, William Mudd, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Guardian Pharmacy Services, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2026
/s/ William Mudd
William Mudd
Senior Vice President and Chief Financial Officer
*(Principal Financial Officer)*
---
## EX-32.1
SEC source: [d167925dex321.htm](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex321.htm)
**Exhibit 32.1**
**CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER**
**PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title
18, United States Code), the undersigned officer of Guardian Pharmacy Services, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
- /s/ Fred P. Burke
- Dated: August 6, 2026 Fred P. Burke Title: President and Chief
Executive Officer
- *(Principal Executive Officer)*
The foregoing certification is furnished and is not deemed filed with the Securities and Exchange Commission for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not deemed to be incorporated by reference into any filing of Guardian Pharmacy Services, Inc. under the Securities Act of 1933, as
amended, or the Exchange Act, except to the extent that Guardian Pharmacy Services, Inc. specifically incorporates it by reference.
---
## EX-32.2
SEC source: [d167925dex322.htm](https://www.sec.gov/Archives/edgar/data/1802255/000119312526338074/d167925dex322.htm)
**Exhibit 32.2**
**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**
**PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title
18, United States Code), the undersigned officer of Guardian Pharmacy Services, Inc. (the “Company”), do hereby certify, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
- /s/ William Mudd
- Dated: August 6, 2026 William Mudd
- Title: Senior Vice President and Chief Financial Officer
- *(Principal Financial Officer)*
The foregoing certification is furnished and is not deemed filed with the Securities and Exchange Commission for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not deemed to be incorporated by reference into any filing of Guardian Pharmacy Services, Inc. under the Securities Act of 1933, as
amended, or the Exchange Act, except to the extent that Guardian Pharmacy Services, Inc. specifically incorporates it by reference.