SCHEDULE: Guardian Pharmacy Services: Key Investors Detail Future Class A Share Conversions and Ownership Stakes

An amended Schedule 13D filing reveals updated beneficial ownership percentages for Guardian Pharmacy Services, Inc.'s Class A common stock, incorporating future conversions of Class B shares by major holders.

Summary

• The filing is Amendment No. 2 to the Schedule 13D for Guardian Pharmacy Services, Inc., updating beneficial ownership information for several reporting persons.
• Reporting persons collectively beneficially own 13,920,037 shares of Class A common stock, representing approximately 38.4% of the total Class A shares outstanding.
• This percentage is calculated based on a pro forma total of 36,241,594 Class A shares outstanding, which includes 22,719,946 shares outstanding as of May 1, 2025, and 13,521,648 Class A shares expected to be issued upon conversion of Class B shares on September 27, 2025.
• Bindley Capital Partners I, LLC, along with William E. Bindley, beneficially owns 8,039,993 Class A shares, representing 22.2% of the class.
• Thomas J. Salentine, Jr. beneficially owns 8,075,707 Class A shares, representing 22.3% of the class, including his direct holdings and shared power over Bindley Capital's shares.
• Pharmacy Investors, LLC and John Ackerman each beneficially own 1,863,564 Class A shares, representing 5.1% of the class.
• Cardinal Equity Fund, L.P. beneficially owns 620,851 Class A shares, representing 1.7% of the class.
• Fred P. Burke beneficially owns 1,711,845 Class A shares, representing 4.7% of the class.
• David K. Morris beneficially owns 845,979 Class A shares, representing 2.3% of the class.
• G. Kendall Forbes beneficially owns 802,091 Class A shares, representing 2.2% of the class.
• A significant portion of the reported beneficial ownership includes Class B common stock that will automatically convert into Class A common stock on a one-for-one basis in substantially equal tranches on September 27, 2025, March 28, 2026, and September 27, 2026.

Sentiment

Score: 6

Explanation: The filing is largely informational, detailing a pre-scheduled conversion of shares and updated beneficial ownership. It provides clarity on the future share structure, which is generally positive for transparency, but does not indicate new operational performance or strategic shifts.

Positives

• The filing provides clear transparency regarding the beneficial ownership structure of Guardian Pharmacy Services, Inc.
• The detailed schedule for Class B to Class A share conversions reduces uncertainty about future share float and voting power distribution.

Future Outlook

The Issuer's Class B common stock will automatically convert into Class A common stock on a one-for-one basis in substantially equal tranches on September 27, 2025, March 28, 2026, and September 27, 2026, which will increase the Class A share count and potentially impact liquidity and voting power distribution over time.

Industry Context

This filing primarily concerns the internal capital structure and ownership dynamics of Guardian Pharmacy Services, Inc., rather than broader industry trends. It reflects a common mechanism for private equity or founding shareholders to transition from a dual-class share structure to a single class over time.

Corporate Governance

Related Party Transactions

• The filing references a Stockholders' Agreement dated September 25, 2024, among Guardian Pharmacy Services, Inc. and several of the reporting persons (Bindley Capital Partners I, LLC, Pharmacy Investors, LLC, Cardinal Equity Fund LP, Fred Burke, David Morris, and Kendall Forbes). This agreement governs certain aspects of their shareholdings and relationship with the Issuer.

Stakeholder Impact

• Shareholders: The conversion of Class B shares to Class A will increase the number of publicly traded Class A shares, potentially impacting liquidity and diluting the voting power of existing Class A shareholders not participating in the conversion. It also clarifies the long-term ownership structure.
• Investors: Provides greater transparency into the holdings of significant beneficial owners and the future supply of Class A shares in the market.

Next Steps

• Automatic conversion of Class B common stock into Class A common stock on September 27, 2025.
• Automatic conversion of Class B common stock into Class A common stock on March 28, 2026.
• Automatic conversion of Class B common stock into Class A common stock on September 27, 2026.

Key Dates

Keywords

Beneficial Ownership, Class A Common Stock, Class B Common Stock, Share Conversion, Schedule 13D, SEC Filing, Corporate Governance, Shareholder Structure, Investment Holdings