Guardian Pharmacy files Form S-3, lock-up agreements with pre-IPO holders

Guardian Pharmacy (GRDN) Services announced that it has filed a shelf registration statement on Form S-3 with the U.S. SEC. The registration statement relates to (i) the possible issuance and sale of up to 1,020,000 shares of Class A common stock by Guardian and (ii) the potential resale of up to 4,980,000 outstanding shares of Class A common stock by selling stockholders, in each case from time to time and on a continuous or delayed basis. Guardian also announced that it has entered into lock-up agreements with holders of approximately 93% of the outstanding shares of Guardian’s Class A common stock and Class B common stock that are held by Guardian’s founders, officers, employees and others who held shares of Guardian’s stock immediately prior to completion of its initial public offering on September 27, 2024. Pursuant to these agreements, the Pre-IPO Stockholders have agreed that, during the period from October 19, 2025 through June 30, 2026, they will not offer, sell, distribute or otherwise dispose of or transfer any shares of Guardian’s common stock (including the 12,759,054 additional shares of Class A common stock issuable to those Pre-IPO Stockholders upon the automatic conversion of the same number of outstanding shares of Guardian’s Class B common stock on March 28, 2026), without the prior consent of Guardian. As of September 30, 2025, Guardian had 36,253,744 shares of Class A common stock outstanding, with 17,188,059 of such shares subject to these lock-up agreements and the remaining shares included in the public float. The shelf registration statement has been filed with the SEC but has not yet become effective.