守卫者药房服务公司-美国存托股票招股说明书(2025-11-04版)

This prospectus is part of a registration statement that Guardian Pharmacy Services, Inc. (“Guardian”, the “Company,” “we,” “us,” or “our”) filed with theU.S. Securities and Exchange Commission (the “SEC”) under a “shelf” registration process. Under this process, we may offer and sell up to an aggregate of1,020,000 shares of our ClassA common stock, par value, $0.001 per share (“ClassA common stock”), and the selling stockholders named in this prospectus orin a prospectus supplement may offer and sell up to an aggregate of 4,980,000 shares of our ClassA common stock, at any time and from time to time, in one ormore offerings. We will not receive any proceeds from the sale of shares of our ClassA common stock by the selling stockholders. This prospectus provides you with a general description of our ClassA common stock that we may offer. Each time we, or any of the selling stockholders,offer and sell ClassA common stock described in this prospectus, we or such selling stockholders will provide a supplement to this prospectus that containsspecific information about the offering and, if applicable, the selling stockholders, as well as the amounts and prices of the ClassA common stock to be offeredand sold. The applicable prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. Youshould read this prospectus and any accompanying prospectus supplement, together with the additional information in the section of this prospectus entitled“Where You Can Find More Information and Incorporation by Reference,” carefully before deciding whether to invest in our ClassA common stock. Thisprospectus may not be used to make sales of offered securities unless accompanied by a prospectus supplement or a free writing prospectus. We or the selling stockholders may offer and sell the ClassA common stock described in this prospectus and any prospectus supplement to or through oneor more underwriters, dealers, and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers, or agents areinvolved in the sale of our ClassA common stock, their names and any applicable purchase price, fee, commission, or discount arrangement between or amongthem will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the section of this prospectus entitled“Plan of Distribution” for more information. Our ClassA common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “GRDN.” On November3, 2025, the last sale price ofGuardian’s ClassA common stock as reported on the NYSE was $28.27 per share. We have not authorized anyone to provide you with information that is different from, or in addition to, the information provided in this prospectus or anylater prospectus supplement. We are not making an offer to sell securities in any state or country where the offer is not permitted. Investing in Guardian’s ClassA common stock involves risks. See “Risk Factors” on page4of this prospectus. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCEABOUT GUARDIANRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK Table of Contents ABOUT THIS PROSPECTUS Basis of Presentation As used in this prospectus, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “Guardian,” the“Company” or similar terms refer to Guardian Pharmacy Services, Inc. References to our certificate of incorporation and bylaws refer to our amendedand restated certificate of incorporation and amended and restated bylaws. Statements regarding the number of residents we served as of a given datereflect the number of residents served during the last month of the period ending on such date. Industry and Market Data Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including ourgeneral expectations, market position and market opportunity, is based on our management’s estimates and research, as well as industry and generalpublications and research, surveys and studies conducted by third parties. Our management’s estimates are derived from publicly available information,their knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable. While we believethe industry, market and competitive position data included in this prospectus is reliable and based on reasonable assumptions, we have notindependently verified data from third-party sources. This data involves a number of assumptions and limitations which are necessarily subject to a highdegree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in theestimates made