Guardian Pharmacy Services Inc-A美股招股说明书(2026-03-20版)

6,000,000 Shares ClassA Common Stock Guardian Pharmacy Services, Inc. (“Guardian,” the “Company,” “we,” “us” or “our”) is offering 1,020,000shares of its ClassA common stock. The selling stockholders identified inthis prospectus supplement, consisting of our founders (the“Guardian Founders”), are offering 4,980,000shares of ClassA common stock. We will not receive any proceeds from the sale ofshares by the selling stockholders in this offering. We intend to use the net proceeds to us from the sale of shares of ClassA common stock in this offering to purchase, in a “synthetic secondary” transaction (the “SyntheticSecondary”), 1,020,000 outstanding shares of ClassA common stock that were issued upon conversion of shares of our ClassB common stock that were originally issued in connection withour Corporate Reorganization (as further described herein), at a purchase price per share equal to the public offering price in this offering, less the underwriting discount. Following ourpurchase of shares of ClassA common stock in connection with the Synthetic Secondary, we do not expect to have any remaining net proceeds from this offering. See “Use of Proceeds.” We have two classes of common stock outstanding: ClassA common stock and ClassB common stock. The rights of the holders of ClassA common stock and ClassB common stockare identical, except for certain transfer restrictions and conversion terms applicable to ClassB common stock. Each share of ClassA common stock and ClassB common stock entitles itsholder to one vote on all matters presented to our stockholders generally. Prior to this offering, the Guardian Founders have, pursuant to the stockholders’ agreement (the “Stockholders’ Agreement”) entered into in connection with our initial public offering(“IPO”), controlled a majority of the voting power of our common stock. As a result, we have qualified as a “controlled company” within the meaning of the corporate governance rules of theNew York Stock Exchange (“NYSE”). Upon consummation of the sales by the Guardian Founders pursuant to this offering, we will cease to qualify as a controlled company and, therefore,we will no longer rely on the exemptions from certain corporate governance requirements that are available to controlled companies (subject to certain transition periods permitted by NYSErules). Guardian’s ClassA common stock is listed on the NYSE under the symbol “GRDN.” On March18, 2026, the last sale price of Guardian’s ClassA common stock as reported on theNYSE was $33.91 per share. Investing in Guardian’s ClassA common stock involves risks. See “Risk Factors” beginning on pageS-12 of this prospectus supplementand in the documents incorporated by reference or deemed to be incorporated by reference into this prospectus supplement and theaccompanying prospectus before investing in our securities. The shares will be ready for delivery on or about March20, 2026. BofASecurities Jefferies RaymondJames StephensInc. Oppenheimer&Co. Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSUNDERWRITINGINCORPORATION BY REFERENCELEGAL MATTERSEXPERTS PROSPECTUS ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCEABOUT GUARDIANRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK SELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which provides you with specific information regarding the terms ofthis offering and our ClassA common stock, and also adds to and updates information contained in the accompanying prospectus and the documentsincorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, whichprovides more general information, some of which does not apply to this offering. Neither we nor the underwriters (or any of our or their affiliates) has authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus supplement or the accompanying prospectus, or any free writing prospectus or subsequentprospectus supplement prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters (or any of our or theiraffiliates) takes any responsibility for, or provides any assurance as to the reliability of, any other information that others may give you. Neither we northe underwriters (or any of our or their affiliates) will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. This prospectus supplement is not complete without the accompanyi