您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:Guardian Pharmacy Services Inc.-美国股市招股说明书(2026年3月20日版) - 发现报告

Guardian Pharmacy Services Inc.-美国股市招股说明书(2026年3月20日版)

2026-03-20 美股招股说明书 Max
报告封面

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 NYSE 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. Public offering priceUnderwriting discount The shares will be ready for delivery on or about March20, 2026. BofASecurities Jefferies RaymondJames StephensInc. TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 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 documents 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 nor This prospectus supplement is not complete without the accompanying prospectus. This prospectus supplement should be read in conjunction withthe prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the informationin this prospectus supplement updates or supersedes the information contained in the prospectus. The prospectus includes other information about our We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and therefore filereports and other information with the United States Securities and Exchange Commission (“SEC”). Statements contained in this prospectus supplementand the accompanying prospectus about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that The information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writingprospectus prepared by us is accurate only as of the date of this prospectus supplement or the date of the accompanying prospectus, as applicable,regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of our ClassA common stock. Ou