On March 18, 2026, Guardian Pharmacy Services, Inc. (the "Company") entered into stock purchase agreements with certain holders of its Class A common stock. These agreements allow the Company to purchase up to an aggregate of 1,833,344 shares of Class A common stock from the holders. The transactions will be executed in one or more private, non-underwritten offerings, utilizing proceeds from the sale of shares in upcoming public offerings. The purchase price for each share will be equal to the public offering price minus the underwriting discount applicable to the public offering.

The agreements stipulate that following the initial closing of these purchases, the holders will be restricted from selling or disposing of any additional shares of the Company’s common stock for a period extending until June 30, 2026, or 180 days after the latest underwriting agreement related to a public offering entered into before that date. This lock-up period is designed to stabilize the stock price post-offering and ensure that the market is not flooded with additional shares immediately after the public offering.

In a related development, on March 20, 2026, the Company successfully completed an underwritten public offering of 6,900,000 shares of Class A common stock. This offering included 5,880,000 shares sold by certain selling stockholders and 1,020,000 newly issued shares by the Company. The shares were sold at a public offering price of $31.00 each, with an underwriting discount of $1.3175 per share. The net proceeds from the sale of the Company’s shares will be used to fund the stock purchases as outlined in the stock purchase agreements.

This series of transactions marks a significant step for Guardian Pharmacy Services as it transitions away from being classified as a "controlled company" under NYSE rules, following the public offering. The Company will now be subject to the full range of corporate governance requirements applicable to non-controlled companies, which may enhance its credibility and attractiveness to investors.

The establishment of a Nominating and Governance Committee by the Company’s Board of Directors is a direct response to this change in status, ensuring compliance with NYSE governance standards. The committee will oversee the nomination process for directors and ensure that the Company adheres to best practices in corporate governance moving forward.

Overall, these developments are expected to have a positive impact on Guardian Pharmacy Services’ stock price, as they reflect a strategic move towards greater liquidity and governance compliance, appealing to a broader range of investors.

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