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Guardian Pharmacy Services Inc-A 2025年度报告

2026-03-11 美股财报 John
报告封面

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number001-42284 Guardian Pharmacy Services, Inc.(Exact name of Registrant as specified in its charter) Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor 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 thischapter) 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 thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-accelerated filer☐Emerginggrowthcompany☐ 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 accountingstandards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an errorto previously issued financial statements.☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of March 2, 2026, there were issued and outstanding 36,253,744 shares of the Registrant’s ClassA common stock and 27,066,890 shares of the Registrant’s ClassB common stock. Documents incorporated by reference: Part III of this Annual Report on Form 10-K incorporates by reference certain information from the Registrant’s Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders to befiled within 120 days after the end of the fiscal year to which this report relates. Table of Contents GUARDIAN PHARMACY SERVICES, INC. FORM 10-KTABLE OF CONTENTSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARYPART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. [Reserved]Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-KSummary Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTS AND RISK FACTOR SUMMARY This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section27A of the Securities Act of 1933, asamended (the “Securities Act”), and Section21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-lookingstatements 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 may be forward-looking. These statements are often, but not alway