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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number:

001-42284

Guardian Pharmacy Services, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		87-3627139
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

300 Galleria Parkway SE

Suite 800

Atlanta, Georgia 30339

(Address of Principal Executive Offices) (Zip Code)

(404)

810-0089

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.001 per share	GRDN	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 this chapter) 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 definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 November 3, there were issued and outstanding 36,253,744 shares of the registrant’s Class A common stock and 27,066,890 shares of the registrant’s Class B common stock.

GUARDIAN PHARMACY SERVICES, INC.

FORM 10-Q

TABLE OF CONTENTS


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)			3

Consolidated Balance Sheets			3

Consolidated Statements of Operations			4

Consolidated Statements of Changes in Stockholders’ Equity and Members’ Equity			5

Consolidated Statements of Cash Flows			7

Notes to the Unaudited Interim Consolidated Financial Statements			8

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk			31

ITEM 4. Controls and Procedures			32

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings			33

ITEM 1A. Risk Factors			33

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			33

ITEM 3. Defaults Upon Senior Securities			33

ITEM 4. Mine Safety Disclosures			34

ITEM 5. Other Information			34

ITEM 6. Exhibits			35

SIGNATURES			36

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements 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 always, made through the use of words such as “aims,” “anticipates,” “believes,” “contemplates,” “continues,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should,” “will,” “would,” and similar expressions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond our control. For more information regarding these risks and uncertainties, as well as certain additional risks that we face, refer to “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and the factors more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. Among the factors that could cause actual results to differ materially from those suggested by forward-looking statements are:

•

our ability to effectively execute our business strategies, implement new initiatives and improve efficiency;

•

our ability to effectively market and sell, customer acceptance of, and competition for, our pharmaceutical and health care services in new and existing markets;

•

our relationships with pharmaceutical wholesalers and key manufacturers, long-term health care facilities (“LTCFs”) and health plan payors;

•

our ability to maintain and expand relationships with LTCF operators on favorable terms;

•

the impact of a national emergency, public health crisis, global pandemic or outbreak of infectious disease on our employees and business and on our supply chain and the LTCFs we serve;

•

continuing government and private efforts to lower pharmaceutical costs, including by limiting pharmacy reimbursements;

•

changes in, and our ability to comply with, healthcare and other applicable laws, regulations or interpretations;

•

further consolidation of managed care organizations and other health plan payors and changes in the terms of our agreements with these parties;

•

our ability to retain members of our senior management team, our local pharmacy management teams and our pharmacy professionals;

•

our exposure to, and the results of, claims, legal proceedings and governmental inquiries;

•

our ability to maintain the security and integrity of our operating and information technology systems and infrastructure (e.g., against cyber-attacks);

•

product liability, product recall, personal injury or other health and safety issues related to the pharmaceuticals we dispense;

•

the impact of supply chain and other manufacturing disruptions or trade policies related to the pharmaceuticals we dispense;

•

the sufficiency of our sources of liquidity and financial resources to fund our future operating expenses and capital expenditure requirements, and our ability to raise additional capital, if needed;

•

the misuse or off-label use, or errors in the dispensing or administration, of the pharmaceuticals we dispense; and

•

the market price of shares of our Class A common stock has experienced, and may in the future experience, substantial volatility due to relatively lower trading volumes and a limited public float.

New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in, or implied by, the forward-looking statements. Therefore, we caution you not to place undue reliance on any forward-looking statements or information. Any forward-looking statements only speak as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as may be required by law.

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(In thousands, except share amounts)	December 31, 2024		September 30, 2025
Assets
Current assets:
Cash and cash equivalents	$	4,660	$	36,487
Accounts receivable, net		97,153		106,185
Inventories		40,550		47,859
Other current assets		9,622		7,749

Total current assets		151,985		198,280

Property and equipment, net		49,883		56,118
Intangible assets, net		14,912		18,915
Goodwill		69,296		79,570
Operating lease right-of-use assets		29,079		32,205
Deferred tax assets		5,272		4,562
Other assets		383		387

Total assets	$	320,810	$	390,037


Liabilities and equity
Current liabilities:
Accounts payable	$	102,420	$	121,675
Accrued compensation		14,430		15,944
Operating leases, current portion		6,836		6,717
Other current liabilities		20,435		17,613

Total current liabilities		144,121		161,949

Operating leases, net of current portion		23,297		27,367
Other liabilities		3,416		5,224

Total liabilities	$	170,834	$	194,540


Commitments and contingencies (see Note 5)

Equity:
Class A common stock- 700,000,000 shares authorized, par value $0.001; 36,253,744 and 9,200,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		9		36
Class B common stock- 100,000,000 shares authorized, par value $0.001; 27,066,890 and 54,087,158 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		54		27
Additional paid-in capital		125,484		138,273
Retained earnings		17,124		45,420
Non-controlling interests		7,305		11,741

Total equity		149,976		195,497

Total liabilities and equity	$	320,810	$	390,037

See accompanying notes to unaudited interim Consolidated Financial Statements.

Table of Contents

GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except share and per share amounts)	2024			2025			2024			2025
Revenues	$	314,393		$	377,427		$	889,840		$	1,051,069
Cost of goods sold		253,515			302,706			712,573			843,853

Gross profit		60,878			74,721			177,267			207,216

Selling, general, and administrative expenses		165,491			58,367			256,942			165,277


Operating income (loss)		(104,613	)		16,354			(79,675	)		41,939

Other expenses (income):
Interest expense		1,026			160			2,857			502
Other expense (income), net		2			(437	)		166			(887	)

Total other expenses (income)		1,028			(277	)		3,023			(385	)


Income (loss) before income taxes		(105,641	)		16,631			(82,698	)		42,324
Provision for income taxes		176			7,038			176			14,631


Net income (loss)		(105,817	)		9,593			(82,874	)		27,693

Less net income attributable to Guardian Pharmacy, LLC prior to the Corporate Reorganization		9,350			—			22,760			—
Less net income (loss) attributable to non-controlling interests		6,823			(225	)		16,356			(603	)

Net income (loss) attributable to Guardian Pharmacy Services, Inc.	$	(121,990	)	$	9,818		$	(121,990	)	$	28,296

Net income (loss) per share of Class A and Class B common stock 1
Basic	$	(2.00	)	$	0.16		$	(2.00	)	$	0.46
Diluted	$	(2.00	)	$	0.15		$	(2.00	)	$	0.45
Weighted-average Class A and Class B common shares outstanding
Basic		61,143,311			62,124,010			61,143,311			62,071,370
Diluted		61,143,311			63,432,468			61,143,311			63,179,784

See accompanying notes to unaudited interim Consolidated Financial Statements.

1	See Note 6 Basic and Diluted Net Income Per Share for the number of shares used in the computation of net income per share of Class A and Class B common stock and the basis for the computation of net income per share.

Table of Contents

GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


(In thousands, except share amounts)	Class A Shares			Class B Shares			Class A Amount		Class B Amount			Additional Paid-in capital			Retained Earnings		Non-Controlling Interests			Total Equity
Balance, December 31, 2024		9,200,000			54,087,158		$	9	$	54		$	125,484		$	17,124	$	7,305		$	149,976
Contributions		—			—			—		—			—			—		135			135
Distributions		—			—			—		—			—			—		(135	)		(135	)
Net income attributable to Guardian Pharmacy Services, Inc.		—			—			—		—			—			9,448		—			9,448
Net income (loss) attributable to non-controlling interest		—			—			—		—			—			—		(175	)		(175	)
Share-based compensation forfeitures		—			(516	)		—		—			(1	)		—		—			(1	)
Share-based compensation expense		—			—			—		—			3,969			—		—			3,969
Conversion of Class B Common Stock to Class A Common Stock		13,519,946			(13,519,946	)		14		(14	)		—			—		—			—

Balance, March 31, 2025		22,719,946			40,566,696		$	23	$	40		$	129,452		$	26,572	$	7,130		$	163,217

Contributions		—			—			—		—			—			—		1,094			1,094
Non-cash equity contribution		—			—			—		—			—			—		2,141			2,141
Distributions		—			—			—		—			—			—		(54	)		(54	)
Net income attributable to Guardian Pharmacy Services, Inc.		—			—			—		—			—			9,030					9,030
Net income (loss) attributable to non-controlling interest		—			—			—		—			—			—		(203	)		(203	)
Share-based compensation forfeitures		(68	)		(202	)		—		—			(1	)		—		—			(1	)
Share-based compensation expense		—			—			—		—			4,447			—		—			4,447
Issuance of Class A common stock associated with vested restricted stock units		10,713			—			—		—			—			—		—			—

Balance, June 30, 2025		22,730,591			40,566,494		$	23	$	40		$	133,898		$	35,602	$	10,108		$	179,671

Contributions		—			—			—		—			—			—		390			390
Non-cash equity contribution		—			—			—		—			—			—		1,468			1,468
Distributions		—			—			—		—			(422	)		—		—			(422	)
Net income attributable to Guardian Pharmacy Services, Inc.		—			—			—		—			—			9,818		—			9,818
Net income (loss) attributable to non-controlling interest		—			—			—		—			—			—		(225	)		(225	)
Share-based compensation forfeitures		(132	)		(394	)		—		—			(17	)		—		—			(17	)
Share-based compensation expense		—			—			—		—			4,373			—		—			4,373
Conversion of Class B Common Stock to Class A Common Stock		13,523,285			(13,523,285	)		13		(13	)		—			—		—			—
Issuance of Class B Common Stock associated with acquisition					24,075			—		—			441			—		—			441

Balance, September 30, 2025		36,253,744			27,066,890		$	36	$	27		$	138,273		$	45,420	$	11,741		$	195,497

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CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY AND STOCKHOLDER’S EQUITY

(UNAUDITED)


	Guardian Pharmacy, LLC (Prior to Corporate Reorganization)			Guardian Pharmacy Services, Inc. Stockholders’ Equity
(In thousands, except share amounts)	Members’ Equity			Class A Shares		Class B Shares		Class A Amount		Class B Amount		Additional Paid-in capital		Retained Earnings			Non-Controlling Interests			Total Equity
Balance, December 31, 2023	$	28,209			—		—	$	—	$	—	$	—	$	—		$	31,650		$	59,859
Contributions		—			—		—		—		—		—		—			428			428
Net income		2,786			—		—		—		—		—		—			4,309			7,095
Distributions		(7,130	)		—		—		—		—		—		—			(3,679	)		(10,809	)

Balance, March 31, 2024		23,865			—		—		—		—		—		—			32,708			56,573

Contributions		—			—		—		—		—		—		—			724			724
Non-cash equity contribution		—			—		—		—		—		—		—			4,989			4,989
Net income		10,624			—		—		—		—		—		—			5,224			15,848
Distributions		(16,612	)		—		—		—		—		—		—			(4,309	)		(20,921	)

Balance, June 30, 2024		17,877			—		—		—		—		—		—			39,336			57,213

Net income prior to Corporate Reorganization		9,350			—		—		—		—		—		—			6,817			16,167
Contributions prior to Corporate Reorganization		—			—		—		—		—		—		—			955			955
Distributions prior to Corporate Reorganization		(12,308	)		—		—		—		—		—		—			(6,291	)		(18,599	)
Impacts of Corporate Reorganization and IPO
Conversion of non-controlling interest into Guardian Pharmacy, LLC common units		34,494			—		—		—		—		—		—			(34,494	)		—
Conversion of Restricted Interest Unit awards into Guardian Pharmacy, LLC common units		142,498			—		—		—		—		—		—			—			142,498
Conversion of Guardian Pharmacy, LLC common units into Class B common stock of Guardian Pharmacy Services, Inc.		(191,911	)		—		54,094,232		—		54		9,510		182,347			—			—
Issuance of Class A common stock, net of costs		—			9,200,000		—		9		—		106,728		—			—			106,737
Payments to Class B common stock stockholders of $1.02 per share		—			—		—		—		—		—		(55,176	)		—			(55,176	)
Recognition of deferred tax asset, net from Corporate Reorganization													5,973								5,973
Net income (loss) attributable to Guardian Pharmacy Services, Inc.		—			—		—		—		—		—		(121,990	)		—			(121,990	)
Net income attributable to non-controlling interest subsequent to Corporate Reorganization																		6			6
Equity-based compensation subsequent to Corporate Reorganization		—			—		—		—		—		112		—			—			112

Balance, September 30, 2024	$	—			9,200,000		54,094,232	$	9	$	54	$	122,323	$	5,181		$	6,329		$	133,896

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GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30,
(In thousands)	2024			2025
Operating activities
Net income (loss)	$	(82,874	)	$	27,693
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14,619			16,594
Share-based compensation expense		128,029			12,770
Provision for losses on accounts receivable		4,240			3,110
Change in deferred tax asset		—			710
Other		(31	)		585
Changes in operating assets and liabilities:
Accounts receivable		(17,285	)		(11,593	)
Inventories		(6,226	)		(5,669	)
Other current assets		768			858
Accounts payable		14,158			21,148
Accrued compensation		(3,373	)		1,514
Other operating liabilities		(16,402	)		(2,065	)

Net cash provided by operating activities		35,623			65,655

Investing activities
Purchases of property and equipment		(11,867	)		(15,318	)
Payment for acquisitions		(12,460	)		(12,921	)
Other		544			724

Net cash used in investing activities		(23,783	)		(27,515	)

Financing activities
Proceeds from equity offering, net of underwriter fees		119,784			29,039
Repurchase of outstanding Class A common stock		—			(29,039	)
Payments of equity offering costs		(538	)		(1,594	)
Payments to Class B common stockholders		(55,176	)		—
Borrowings from notes payable		15,000			—
Repayment of notes payable		(3,750	)		(497	)
Borrowings from line of credit		189,300			—
Repayments of line of credit		(188,300	)		—
Principal payments on finance lease obligations		(3,309	)		(3,393	)
Contingent payments related to acquisitions		—			(2,259	)
Contributions from non-controlling interests		2,107			1,619
Distributions to non-controlling interests		(14,279	)		(189	)
Member distributions		(36,050	)		—
Other		(160	)		—

Net cash provided by (used in) financing activities		24,629			(6,313	)

Net change in cash and cash equivalents		36,469			31,827
Cash and cash equivalents, beginning of period		752			4,660

Cash and cash equivalents, end of period	$	37,221		$	36,487


Supplemental disclosure of cash flow information
Cash paid during the year for interest	$	2,851		$	510

Cash paid during the year for income taxes	$	—		$	17,591


Supplemental disclosure of non-cash investing and financing activities
Purchases of property and equipment through finance leases	$	2,256		$	3,623

Accrued and capitalized offering costs recorded to additional paid-in capital	$	12,509		$	—

Non-cash equity contributions from non-controlling interests	$	4,989		$	3,609

See accompanying notes to unaudited interim Consolidated Financial Statements.

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Guardian Pharmacy Services, Inc. and Subsidiaries

Notes to the Unaudited Interim Consolidated Financial Statements

(In thousands, except for share and per share amounts)

1.	Organization and Background

Business

Guardian Pharmacy Services, Inc. (the “Company”) is a leading, highly differentiated pharmacy services company that provides an extensive suite of technology-enabled services designed to help residents of long-term health care facilities (“LTCFs”) adhere to their appropriate drug regimen, which in turn helps reduce the cost of care and improve clinical outcomes. We enter into contracts directly with LTCFs to serve as the principal pharmacy provider for their residents. In this capacity, we offer high-touch, individualized clinical, drug dispensing and administration capabilities that are tailored to serve the needs of residents in historically lower acuity LTCFs, such as assisted living facilities, and behavioral health facilities and group homes. Additionally, our robust suite of capabilities enables us to serve residents in all types of LTCFs. We are a trusted partner to residents, LTCFs and health plan payors because we help reduce errors in drug administration, manage and ensure adherence to drug regimens, and lower overall healthcare costs.

Organization

The Company was incorporated in the state of Delaware on November 16, 2021. The Company was formed for the purpose of completing an initial public offering (“IPO”) of its common stock and related corporate reorganization transactions in order to carry on the business of Guardian Pharmacy, LLC, which was formed on July 21, 2003 as an Indiana limited liability company, as a publicly-traded entity.

Corporate Reorganization

Prior to the IPO, we conducted our business through Guardian Pharmacy, LLC, and its majority owned and wholly owned limited liability company subsidiaries, which were treated for income tax purposes as partnerships and disregarded entities, respectively. Immediately prior to the IPO, we completed a series of corporate reorganization transactions (the “Corporate Reorganization”), pursuant to which:

•

All Preferred Units in Guardian Pharmacy, LLC were converted into Common Units, resulting in Guardian Pharmacy, LLC having only Common Units outstanding;

•

The membership interests, including Restricted Interest Unit awards, held by members other than Guardian Pharmacy, LLC in our subsidiaries (other than certain subsidiaries that were not parties to the Corporate Reorganization, as discussed below) were converted into Common Units of Guardian Pharmacy, LLC. The subsidiaries that participated in the Corporate Reorganization are referred to as the “Converted Subsidiaries”, and the subsidiaries that were not parties to the Corporate Reorganization (including those which were formed or acquired subsequent to the Corporate Reorganization) are referred to as the

Non-Converted

Subsidiaries; and

•

one-for-one

basis into shares of the Company’s Class A common stock, par value $0.001 per share (“Class A common stock”), with 25% of each holder’s shares of Class B common stock converting into shares of Class A common stock on each of the following dates: (i) March 28, 2025; (ii) September 27, 2025; (iii) March 28, 2026; and (iv) September 27, 2026. The Merger Consideration was $55,176 and was paid using the proceeds from the IPO.

As a result of the Corporate Reorganization, the Company became a holding company with no material assets other than its 100% interest in Guardian Pharmacy, LLC, and the Converted Subsidiaries became wholly owned subsidiaries of Guardian Pharmacy, LLC. In addition, Guardian Pharmacy, LLC remained the majority owner of each of the

Non-Converted

Subsidiaries.

The

Non-Converted

Subsidiaries are (i) greenfield

start-up

pharmacies in various stages of development and integration with Guardian and do not currently have material operations or (ii) pharmacies that we recently acquired. After a period of time that would typically be sufficient to allow such pharmacies to adopt our operating practices and experience meaningful growth in residents served and earnings, we expect to acquire the minority membership interests of such

Non-Converted

Subsidiaries.

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As a result of the Corporate Reorganization, the Company recorded deferred tax assets and liabilities attributable to the business of Guardian Pharmacy, LLC. In addition, the Company received tax basis for the $55,176 in cash payments related to the Merger Consideration, which are amortizable for tax purposes. To reflect this new taxability at the corporate level and the tax

step-up,

the Company recorded an incremental net deferred tax asset through additional

paid-in

capital of $5,973 on September 27, 2024. See Note 9 for further discussion.

Initial Public Offering

On September 27, 2024, the Company consummated its IPO of 8,000,000 shares of its Class A common stock, as described in the Company’s final prospectus dated September 25, 2024, filed with the Securities and Exchange Commission (“SEC”) on September 26, 2024, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus”). Also on September 27, 2024, the underwriters for the IPO exercised in full their option to purchase an additional 1,200,000 shares of Class A common stock. The 9,200,000 shares were issued at a public offering price of $14.00 per share, resulting in net proceeds to the Company of $119,784, after deducting underwriting discounts of $9,016. In addition to the underwriting discounts, the Company incurred $13,023 of offering costs, which were recorded to additional

paid-in

capital.

Conversion of Class B Common Stock to Class A Common Stock

In accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation and the conversion schedule described in the Corporate Reorganization section above, on March 28, 2025 and September 27, 2025, 13,519,946 shares and 13,523,285 shares, respectively, of the Company’s Class B common stock automatically converted, in accordance with the terms of such class and without any further action by their holders or the Company, into an equal number of shares of the Company’s Class A common stock.

Follow-On

Offering

In May 2025, the Company completed an underwritten

follow-on

public offering (“Q2 2025 Offering”) of 1,440,447 shares of Class A common stock at an offering price of $21.00 per share. We used all of the net proceeds from the Q2 2025 Offering to purchase 1,440,447 shares of outstanding Class A common stock that were issued upon conversion of shares of our Class B common stock that were originally issued in connection with our Corporate Reorganization. The 1,440,447 shares of Class A common stock purchased by the Company were cancelled, resulting in no change to the total number of Class A common stock outstanding. We did not retain any of the proceeds from the sale of shares in the offering.

As part of the Q2 2025 Offering, certain selling shareholders, consisting of the Company’s founders (the “Guardian Founders”), sold 6,059,553 shares of Class A common stock. We did not receive any proceeds from the sale of shares by the selling shareholders in this offering.

2.	Summary of Significant Accounting Policies

Principles of consolidation

The accompanying unaudited interim consolidated financial statements include the accounts of the Company and all controlled subsidiaries (collectively, the “Company”). All intercompany transactions and accounts have been eliminated. Results of operations of the Company’s controlled subsidiaries have been included from the date of acquisition.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements are prepared in conformity with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial reporting. Accordingly, these unaudited interim consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. Certain footnote disclosures have been omitted that would substantially duplicate the disclosures in the Company’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024, unless information contained in those disclosures materially changed or is required by U.S. GAAP to be included in interim financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, necessary for a fair presentation of

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the unaudited interim consolidated financial statements as of and for the three and nine months ended September 30, 2024 and 2025 have been recorded. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025, or any other period. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024, as filed with the SEC on March 26, 2025.

The Corporate Reorganization was accounted for as a combination of entities under common control. As a result, the financial reports filed with the SEC by the Company subsequent to the Corporate Reorganization are prepared “as if” Guardian Pharmacy, LLC is the accounting predecessor of the Company. The historical operations of Guardian Pharmacy, LLC are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Guardian Pharmacy, LLC prior to the Corporate Reorganization; (ii) the consolidated results of the Company and Guardian Pharmacy, LLC following the Corporate Reorganization; (iii) the assets and liabilities of the Company and Guardian Pharmacy, LLC at their historical cost; and (iv) the Company’s equity structure for all periods presented. No

step-up

basis of intangible assets or goodwill was recorded.

Guardian Pharmacy, LLC has been determined to be our predecessor for accounting purposes and, accordingly, the consolidated financial statements for periods prior to the Corporate Reorganization have been adjusted to combine the previously separate entities for presentation purposes. The Company had no material operations prior to the Corporate Reorganization, and is acting as a holding company, with 100% ownership interest in Guardian Pharmacy, LLC, subsequent to the Corporate Reorganization. Thus, the Company’s financial position, results of operations and cash flows effectively represent those of Guardian Pharmacy, LLC as of and for all periods presented.

New Accounting Pronouncements

The following table provides a description of recent accounting pronouncements that are applicable to the Company’s unaudited interim consolidated financial statements:


New Accounting Standard Adopted
ASU Number and Name	Description	Date of Adoption	Effect on the unaudited interim Consolidated Financial Statements upon adoption
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and are included within each reported measure of segment operating results. The standard also requires companies to disclose the total amount of any other items included in segment operating results which were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items. In addition, the standard also requires disclosure of the CODM’s title and position, as well as detail on how the CODM uses the reported measure of segment operating results to evaluate segment performance and allocate resources. The standard also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements. The standard requires retrospective application to all prior periods presented.	January 1, 2024 for annual disclosures. January 1, 2025 for interim disclosures.	The Company adopted the standard on January 1, 2024 for annual disclosures, and January 1, 2025 for interim disclosures. See Note 8 Segments for new disclosures.

2024-01, Scope Application of Profits Interest and Similar Awards	ASU 2024-01 clarifies the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718 - Compensation - Stock Compensation.	January 1, 2025 for annual and interim disclosures	The Company adopted the standard as of January 1, 2025, with no material impact on the Consolidated Financial Statements.

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New Accounting Standards Not Yet Effective
ASU Number and Name	Description	Date of Adoption	Effect on the unaudited interim Consolidated Financial Statements upon adoption
2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	ASU 2023-09 enhances the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction.	January 1, 2025 for annual disclosures.	The Company will adopt the new disclosures for the annual periods beginning on January 1, 2025. The Company is currently evaluating the impact of the incremental income taxes information that will be required to be disclosed as well as the impact to the Income Taxes footnote in the Form 10-K.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)	ASU 2024-03 requires Public Business Entities to disclose disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered “relevant.”	January 1, 2027 for annual disclosures; January 1, 2028 for interim disclosures	The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the incremental disaggregated expense information that will be required to be disclosed.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity	ASU 2025-03 revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). The ASU is intended to improve comparability between business combinations that involve VIEs and those that do not.	January 1, 2027 for annual disclosures.	The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the new standard.

2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer	ASU 2025-04 clarifies the guidance in both ASC 606 and ASC 718 on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer. The ASU is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer.	January 1, 2027 for annual disclosures.	The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the new standard.

2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets	ASU 2025-05 amends ASC 326-202 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.	January 1, 2026 for annual and interim disclosures.	The Company will adopt the new disclosures for the annual periods beginning on January 1, 2026. The Company is currently evaluating the impact of the new standard.

2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software	ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40.	January 1, 2028 for annual and interim disclosures.	The Company will adopt the new disclosures for the annual periods beginning on January 1, 2028. The Company is currently evaluating the impact of the new standard.

2025-07—Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract	ASU 2025-07 refines the scope of the guidance on derivatives in ASC 815 and clarifies the guidance on share-based payments from a customer in ASC 606. The ASU is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts.	January 1, 2027 for annual and interim disclosures.	The Company will adopt the new disclosures for the annual periods beginning on January 1, 2027. The Company is currently evaluating the impact of the new standard.

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3.	Acquisitions

The Company’s growth strategy involves periodically acquiring institutional pharmacies servicing LTCFs and their residents as well as residents in other care settings. The Company’s strategy includes the acquisition of freestanding institutional pharmacy businesses as well as other assets, generally less significant in size, which are combined with existing pharmacy operations to augment internal organic growth.

2025 Acquisitions

During the nine months ended September 30, 2025, the Company completed acquisitions of various pharmacy operations (the “2025 Acquisitions”).

Total consideration for the 2025 Acquisitions included cash of $13,230, 24,075 shares of Class B common stock with a fair value of $441, and contingent earnout payments of up to $2,600 if certain revenue and earnings targets are achieved during the first full four quarters subsequent to the acquisition date. The fair value of the shares of Class B common stock issued was determined based on the closing share price of the Company’s Class A common stock on the acquisition date, discounted for a lack of registration, as the Class B common stock remains unregistered. The fair value of the contingent consideration arrangements at the acquisition dates and at September 30, 2025 was $2,600. (see Note 4

Fair Value Measurements

for more information). The total preliminary purchase consideration for the 2025 Acquisitions was $16,271.

The 2025 Acquisitions included

non-controlling

interests, for which the fair value was estimated to be $3,609. The fair value of the

non-controlling

interests was estimated by utilizing the implied fair value of the

non-controlling

interest, determined based on the acquisition purchase price, and considering discounts necessary due to the lack of marketability and lack of control associated with the

non-controlling

interest. We incurred an immaterial amount of acquisition costs in connection with the 2025 Acquisitions.

The 2025 Acquisitions were treated as a purchase in accordance with ASC 805,

Business Combinations

, which requires recognition of the estimated fair values of assets acquired and liabilities assumed in a transaction. Our recognition of the assets acquired and liabilities assumed was based on management’s judgment after evaluating several factors, including a preliminary valuation assessment. This recognition is preliminary and subject to changes, which could be material, as additional information becomes available and the valuation of assets and liabilities is finalized.

The preliminary recognition of assets acquired and liabilities assumed for the 2025 Acquisitions as of September 30, 2025 is as follows:


(in thousands)	Fair Value
Total purchase consideration	$	16,271
Net assets acquired:
Inventory		1,641
Other assets		4,326
Intangible Assets		6,690
Other liabilities		(3,052	)
Non-controlling interest equity		(3,609	)

Net assets acquired		5,996

Goodwill	$	10,275

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the 2025 Acquisitions. Goodwill represents future economic benefits expected to arise from the Company’s expanded presence in the long-term care pharmacy industry, the assembled workforce acquired, expected revenue synergies, as well as operating efficiencies and cost savings. Of the $10,275 of goodwill recorded related to the 2025 Acquisitions, $8,016 is expected to be deductible for tax purposes.

Intangible assets are comprised of customer lists and trademarks. The fair values for the customer lists and trademarks were $6,400 and $290, respectively. The weighted average useful lives for the customer lists and trademarks were 10 years and 5 years, respectively.

Consolidated Results of Operations

The results of operations for the 2025 Acquisitions have been included in the consolidated financial statements since the date of acquisition. During the three months and nine months ended September 30, 2025, the Company’s consolidated statements of operations included $16,167 and $20,772 of revenue associated with the 2025 Acquisitions, respectively. Net income related to the 2025 Acquisitions was not material to the consolidated financial statements.

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The comparable prior period results of operations associated with the 2025 Acquisitions are not material to the consolidated financial statements, and as such, supplemental pro forma financial information is not presented.

2024 Acquisitions

In 2024, the Company completed acquisitions of various pharmacy operations (the “2024 Acquisitions”). Total consideration for the 2024 Acquisitions included cash of $14,710, and contingent earnout payments of up to $2,700 if certain revenue and earnings targets are achieved by certain acquired entities during the

two-year

period subsequent to the respective acquisition dates. The fair value of the contingent consideration arrangement at the acquisition dates and as of December 31, 2024 was $2,700, and at

September

30, 2025 was $750. During the

nine

months ended

September

30, 2025, we made payments totaling $1,950 to settle a portion of the contingent consideration (see

Note 4 Fair Value Measurements

for further detail). The total purchase consideration for the 2024 Acquisitions was $17,410.

The 2024 Acquisitions included

non-controlling

interests, for which the fair value was estimated to be $5,371 at the time of the Acquisitions. The fair value of the

non-controlling

interests was estimated by utilizing the implied fair value of the

non-controlling

interests, determined based on the acquisition price, and considering discounts necessary due to the lack of marketability and lack of control associated with the

non-controlling

interests. During 2024, we incurred an immaterial amount of acquisition costs in connection with the 2024 Acquisitions.

The 2024 Acquisitions were treated as a purchase in accordance with ASC 805, Business Combinations, which requires recognition of the estimated fair values of assets acquired and liabilities assumed in a transaction. Our recognition of the assets acquired and liabilities assumed was based on management’s judgment after evaluating several factors, including a valuation assessment. There were no material measurement period adjustments recognized in periods subsequent to the 2024 Acquisitions.

The recognition of the assets and liabilities of the 2024 Acquisitions was as follows during 2024:


(in thousands)	Fair Value
Total purchase consideration	$	17,410
Net assets acquired:
Inventory		2,671
Other assets		2,446
Intangible Assets		6,236
Other liabilities		(1,822	)
Non-controlling interest equity		(5,371	)

Net assets acquired		4,160

Goodwill	$	13,250

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the 2024 Acquisitions. Goodwill represents future economic benefits expected to arise from the Company’s expanded presence in the long-term care pharmacy industry, the assembled workforce acquired, expected revenue synergies, as well as operating efficiencies and cost savings. Of the $13,250 of goodwill recorded related to the 2024 Acquisitions, $9,957 is expected to be deductible for tax purposes.

Intangible assets are comprised of customer lists and trademarks. The fair values for the customer lists and trademarks were $5,686 and $550, respectively. The weighted average useful lives for the customer lists and trademarks were 10 years and 5 years, respectively.

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Consolidated Results of Operations

The results of operations for the 2024 Acquisitions have been included in the consolidated financial statements since the dates of acquisition.

The comparable prior period results of operations associated with the 2024 Acquisitions are not material to the consolidated financial statements, and as such, supplemental pro forma financial information is not presented.

4.	Fair Value Measurements

The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following:

•

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

•

Level 2 - Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.

•

Level 3 - Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs that market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk.

Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, line of credit, and notes payable. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to the short-term maturity of these instruments.

The following table summarizes the valuation of liabilities measured at fair value on a recurring basis on the Company’s Consolidated Balance Sheets:


	Level 1		Level 2		Level 3
December 31, 2024
Liabilities:
Contingent consideration payable	$	—	$	—	$	2,700

Fair value of financial instruments	$	—	$	—	$	2,700


	Level 1		Level 2		Level 3
September 30, 2025
Liabilities:
Contingent consideration payable	$	—	$	—	$	3,350

Fair value of financial instruments	$	—	$	—	$	3,350

The fair value measurement of the contingent consideration obligations arising from acquisitions is based upon Level 3 unobservable inputs including, in part, the estimate of future cash flows based upon the likelihood of achieving the various criteria triggering the payment of the obligations. The fair values of the liabilities associated with contingent consideration obligations were derived using the income approach with unobservable inputs, which included future earnings forecasts for which there is no market data. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values. During the three and nine months ended September 30, 2025, there were no material gains or losses related to liabilities classified as Level 3 as a result of fair value adjustments. Changes in the fair value of the contingent consideration obligations are recorded within Selling, general and administrative expenses.

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The following table provides a reconciliation of the activity for the Level 3 contingent consideration fair value measurements during the nine-month period ended September 30, 2025:


Balance at December 31, 2024	$	2,700

Current year acquisitions		—
Fair value adjustments		—
Payments		—

Balance at March 31, 2025		2,700

Current year acquisitions		1,700
Fair value adjustments		—
Payments		(1,950	)

Balance at June 30, 2025		2,450

Current year acquisitions		900
Fair value adjustments		—
Payments		—

Balance at September 30, 2025	$	3,350

5.	Commitments and Contingencies

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company may have exposure to loss contingencies arising from pending or threatened litigation for which assessing and estimating the outcomes of these matters involve substantial uncertainties. The Company evaluates contingencies on an ongoing basis and establishes loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated.

Legal expenses include attorneys’ fees, litigation expenses and settlements. The Company recorded legal expenses totaling $4,745 and $4,479 for the nine months ended September 30, 2024 and 2025, respectively.

6.	Basic and Diluted Net Income Per Share

Basic earnings per share of Class A and Class B common stock is computed by dividing net income attributable to Guardian Pharmacy Services, Inc. by the weighted-average number of shares of Class A and Class B common stock outstanding during the period. The Class A and Class B common stock are identical in their rights and privileges, except that shares of Class B common stock are subject to transfer restrictions prior to their conversion into shares of Class A common stock. Therefore, the basic earnings per share for Class A and Class B common stock will be equal. Diluted earnings per share of Class A and Class B common stock is computed by dividing net income attributable to Guardian Pharmacy Services, Inc. by the weighted-average number of shares of Class A and Class B common stock outstanding, adjusted to give effect to potentially dilutive elements.

The Company analyzed the calculation of earnings per unit, related to units of Guardian Pharmacy, LLC, for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Further, the Company had no operations prior to the Corporate Reorganization and the number of shares issued prior to the Corporate Reorganization was 100, which we have determined is not meaningful. Therefore, earnings per share information has not been presented for periods preceding the Corporate Reorganization and IPO in the three and nine months ended September 30, 2024.

The following table sets forth (in thousands) the computation of net income attributable to the Company used to compute basic net income per share of Class A and Class B common stock for the three and nine months ended September 30, 2025 and 2024.

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(in thousands)	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024			Three Months Ended September 30, 2025			Nine Months Ended September 30, 2025
Numerator:
Net income (loss)	$	(105,817	)	$	(82,874	)	$	9,593		$	27,693
Less: Net income attributable to Guardian Pharmacy, LLC before Corporate Reorganization		9,350			22,760			—			—
Less net income (loss) attributable to non-controlling interests		6,823			16,356			(225	)		(603	)

Net income (loss) attributable to Guardian Pharmacy Services, Inc.	$	(121,990	)	$	(121,990	)	$	9,818		$	28,296

The following table sets forth the computation of basic and diluted net income per share of Class A and Class B common stock (in thousands, except share amounts, and per share amounts):


	Three Months Ended September 30, 2025				Nine Months Ended September 30, 2025
	Class A		Class B		Class A		Class B
Basic net income per share attributable to common stockholders
Numerator:
Allocation of net income attributable to Guardian Pharmacy Services, Inc.	$	3,638	$	6,180	$	8,413	$	19,883
Denominator:
Weighted average number of shares of Class A and Class B common stock outstanding		23,021,325		39,102,685		18,455,186		43,616,184

Basic net income per share attributable to common stockholders	$	0.16	$	0.16	$	0.46	$	0.46

Diluted net income per share attributable to common stockholders
Numerator:
Allocation of net income attributable to Guardian Pharmacy Services, Inc.	$	3,638	$	6,180	$	8,413	$	19,883
Denominator:
Number of shares used in basic computation		23,021,325		39,102,685		18,455,186		43,616,184
Dilutive Restricted Stock Units and Class A and B Common Stock		484,876		823,582		329,556		778,858

Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income per share		23,506,201		39,926,267		18,784,742		44,395,042

Diluted net income per share attributable to common stockholders	$	0.15	$	0.15	$	0.45	$	0.45

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	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	Class A			Class B			Class A			Class B
Basic net income (loss) per share attributable to common stockholders
Numerator:
Allocation of net income (loss) attributable to Guardian Pharmacy Inc.	$	(16,560	)	$	(105,430	)	$	(16,560	)	$	(105,430	)
Denominator:
Weighted average number of shares of Class A and Class B common stock outstanding		8,300,000			52,843,311			8,300,000			52,843,311

Basic net income (loss) per share attributable to common stockholders	$	(2.00	)	$	(2.00	)	$	(2.00	)	$	(2.00	)

Diluted net income (loss) per share attributable to common stockholders
Numerator:
Allocation of net income (loss) attributable to Guardian Pharmacy Inc.	$	(16,560	)	$	(105,430	)	$	(16,560	)	$	(105,430	)
Denominator:
Number of shares used in basic computation		8,300,000			52,843,311			8,300,000			52,843,311
Dilutive Restricted Stock Units and Class B Common Stock		—			—			—			—

Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income (loss) per share		8,300,000			52,843,311			8,300,000			52,843,311

Diluted net income (loss) per share attributable to common stockholders	$	(2.00	)	$	(2.00	)	$	(2.00	)	$	(2.00	)

The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:


	Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
	Class A		Class B		Class A		Class B
Anti-dilutive unvested Restricted Stock Units and Class B Common Stock		60,543		385,460		60,543		385,460

Total anti-dilutive securities		60,543		385,460		60,543		385,460

7.	Share-based Compensation

Restricted Interest Units Conversion

In connection with the Corporate Reorganization and IPO, Restricted Interest Unit awards associated with the Converted Subsidiaries and Guardian Pharmacy, LLC were converted into Common Units of Guardian Pharmacy, LLC, and the Common Units of Guardian Pharmacy, LLC were then converted into 12,321,282 shares of Class B common stock of the Company, some of which are subject to additional service vesting requirements (see Note 1 Organization and Background above for further discussion of the Corporate Reorganization and IPO). As of September 30, 2025, these awards are fully vested.

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2025 Long-Term Incentive Program Awards

On February 5, 2025, the Compensation Committee of the Company’s Board of Directors approved the Company’s 2025 long-term incentive program (“2025 LTIP”), consisting of restricted stock unit awards granted under the Company’s 2024 Equity and Incentive Compensation Plan.

Restricted Stock Units (“RSU”) Awards

During February 2025, and under the 2025 LTIP, the Company granted RSU awards to certain executive and management employees of 619,638 shares. The stock price used to determine the award value was the closing price on the grant date of the award. These awards cliff vest three years subsequent to the grant date of each award and upon vesting are settled in shares of Class A common stock.

Share-based compensation expense

Share-based compensation expense is recorded to selling, general, and administrative expenses in the consolidated statements of operations, and is as follows for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025
Pre-IPO awards	$	122,243	$	—	$	127,917	$	—
Unvested Class A and B common stock		112		3,269		112		10,036
Restricted stock units		—		1,087				2,734

Total share-based compensation expense	$	122,355	$	4,356	$	128,029	$	12,770

As of September 30, 2025, unamortized share-based compensation costs related to share-based incentive awards is as follows (in thousands, except for the remaining service period):


	Amount		Weighted Average Remaining Service Period (years)
Restricted stock units		9,914		2.3

Total unamortized share-based compensation cost	$	9,914

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Segments

General Information

The Company’s single operating segment derives its revenues primarily through sales of pharmaceutical and medical products, and all revenues are derived solely in the United States.

Measure of segment profit or loss and assets

The chief operating decision maker (“CODM”) assesses performance of the operating segment and decides how to allocate resources based on net income, which also is reported on the consolidated statements of operations as net income. In addition to comparing net income against forecasted net income, the CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the operating segment or expansion of the operating segment through acquisitions.

The measure of operating segment assets is reported on the Consolidated Balance Sheets as total assets.

The accounting policies of the operating segment are the same as those of the Company.

Reportable segment reconciliation

The following reconciliation presents operating segment revenue, net income, and significant segment expenses:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024			2025		2024			2025
Revenue	$	314,393		$	377,427	$	889,840		$	1,051,069
Less:
Employee expenses (excluding share-based compensation expense)		70,078			80,496		197,733			228,518
Share-based compensation expense		122,355			4,356		128,029			12,770
Other segment items (1)		221,581			269,946		629,300			750,361
Depreciation and amortization		4,994			5,838		14,619			16,594
Interest expense		1,026			160		2,857			502
Income taxes		176			7,038		176			14,631

Segment net income (loss)	$	(105,817	)	$	9,593	$	(82,874	)	$	27,693


Reconciliation of net income to consolidated statements of operations
Adjustments and reconciling items		—			—		—			—
Consolidated net income (loss)	$	(105,817	)	$	9,593	$	(82,874	)	$	27,693

(1)	Other segment items included in operating segment net income include product expenses, legal expenses, rent and auto lease expenses, utilities expenses, maintenance expenses, and other overhead expenses.

9.	Income Taxes

Guardian Pharmacy Services, Inc. is taxed as a corporation and is subject to paying corporate federal and state and local taxes on the income allocated to it from its 100% ownership of Guardian Pharmacy, LLC, which includes economic interest held in the

Non-Converted

Subsidiaries, as well as any stand-alone income or loss it generates. The

Non-Converted

Subsidiaries are treated as a partnership for U.S. federal and most applicable state and local income tax purposes. Prior to the Corporate Reorganization, the Guardian Pharmacy, LLC business was comprised of entities treated as partnerships for income tax purposes. As a partnership it was not subject to U.S. federal and certain state and local income taxes. As a result of the Corporate Reorganization, the Company is subject to federal and state corporate income taxes beginning on September 27, 2024.

Income tax expense for the three months ended September 30, 2024 and 2025 was $176 and $7,038, respectively. This reflects effective tax rates for the three months ended September 30, 2024 and 2025 of

-0.1%

and 42.3% , respectively. Income tax expense for the nine months ended September 30, 2024 and 2025 was $176 and $14,631, respectively. This reflects effective tax rates for the nine months ended September 30, 2024 and 2025 of

-0.1%

and 34.6% , respectively. The comparison of the Company’s effective tax rate to the U.S. statutory rate of 21%

was primarily due to state income taxes and certain 2024 tax filing matters relating to the Corporate Reorganization and IPO, including the incremental share-based compensation charge (see Note 7—Share-based Compensation for further detail on the share-based compensation charge). These compensation costs are not deductible for federal and state income taxes due to prior Section 83(b) elections.

On July 4, 2025, H.R. 1, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring business tax provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We have assessed that this will have an immaterial impact on our consolidated financial statements and effective tax rate.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and our audited consolidated financial statements and related notes thereto and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024.

This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions, that are based on the beliefs of our management. Our actual results could differ materially from those discussed in these forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Unless the context otherwise requires, the terms “Guardian,” the “Company,” “we,” “us” and “our” when used in this report mean Guardian Pharmacy Services, Inc. and all subsidiaries included in our consolidated financial statements.

Overview

We are a leading, highly differentiated pharmacy services company that provides an extensive suite of technology-enabled services designed to help residents of long-term health care facilities (“LTCFs”) adhere to their appropriate drug regimen, which in turn helps reduce the cost of care and improve clinical outcomes. We enter into contracts directly with LTCFs to serve as the principal pharmacy provider for their residents. In this capacity, we offer high-touch, individualized clinical, drug dispensing and administration capabilities that are tailored to serve the needs of residents in historically lower acuity LTCFs, such as assisted living facilities (“ALFs”) and behavioral health facilities (“BHFs”). Additionally, our robust capabilities enable us to serve residents in all types of LTCFs. Our services include prescription intake and adjudication management, packaging drugs into unit dose and/or multi-dose compliance packaging that are organized by date and time of administration, and electronically tracking each drug from delivery through administration to LTCF residents. We also offer training to caregivers and conduct mock audits to ensure compliance with pharmacy administration requirements, billing claims processing, government regulation and other matters. As of September 30, 2025, our 53 pharmacies served approximately 204,000 residents in approximately 8,200 LTCFs across 38 states.

While our national competitors have primarily focused on skilled nursing facilities (“SNFs”), we believe we enjoy a strong competitive position as a large and purpose-built provider of pharmacy services to ALFs and BHFs. More than two-thirds of our annual revenue for each of the past three years has been generated from residents of ALFs and BHFs, while the remainder has been generated primarily from residents of SNFs. LTCF industry trends, including aging demographics, increases in the number of assisted living residents, improving life expectancies and enhanced quality of care, have resulted in ALF and BHF resident populations that require assistance with their increasingly acute and complex healthcare needs. Through our value-added capabilities and local management model, we have been able to pass on to residents, LTCFs and health plan payors the benefits of our scale without compromising on the high-touch, localized customer service traditionally associated with an independent pharmacy. For this reason, we are well positioned to continue to serve ALFs and BHFs, which we believe to be the most attractive and highest growth sector of the LTCF market.

Our core growth strategy focuses on increasing the number of residents we serve through a combination of organic and acquired growth. Acquired growth represents growth in the number of residents served resulting from acquiring an operating pharmacy, which we measure using the number of residents served by the acquired pharmacy as of the acquisition date. Organic growth represents the increase in the number of residents served at existing pharmacies, our greenfield pharmacies, and acquired pharmacies subsequent to the acquisition date. We have generated organic growth through new and expanded LTCF relationships as well as increased resident adoption of our services in the facilities we already serve.

Corporate Reorganization and IPO

On September 27, 2024, the Company consummated its IPO of 8,000,000 shares of its Class A common stock, as described in the Prospectus. Also on September 27, 2024, the underwriters for the IPO exercised in full their option to purchase an additional 1,200,000 shares of Class A common stock. The 9,200,000 shares were issued at a public offering price of $14.00 per share, resulting in net proceeds to the Company of $119.8 million, after deducting underwriting discounts of $9.0 million. In addition to the underwriting discounts, the Company incurred $13.0 million of offering costs, which were recorded to additional paid-in capital.

•

All Preferred Units in Guardian Pharmacy, LLC were converted into Common Units, resulting in Guardian Pharmacy, LLC having only Common Units outstanding;

•

Guardian Pharmacy, LLC became a wholly-owned subsidiary of the Company by participating in a merger with a transitory subsidiary of the Company. Pursuant to the merger, each Common Unit of Guardian Pharmacy, LLC was converted into (i) one share of the Company’s Class B common stock, par value $0.001 per share (“Class B common stock”) and (ii) the right to receive $1.02 in cash per share, without interest (collectively, the “Merger Consideration”). In the merger, 54,094,232 shares of Class B common stock were issued in exchange for Common Units of Guardian Pharmacy, LLC. In accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation, such issued shares of Class B common stock automatically convert on a one-for-one basis into shares of the Company’s Class A common stock, par value $0.001 per share (“Class A common stock”), with 25% of each holder’s shares of Class B common stock converting into shares of Class A common stock on each of the following dates: (i) March 28, 2025; (ii) September 27, 2025; (iii) March 28, 2026; and (iv) September 27, 2026. The Merger Consideration was $55,176 and was paid using the proceeds from the IPO.

The Non-Converted Subsidiaries are (i) greenfield start-up pharmacies in various stages of development and integration with Guardian and do not currently have material operations or (ii) pharmacies that we recently acquired. After a period of time that would typically be sufficient to allow such pharmacies to adopt our operating practices and experience meaningful growth in residents served and earnings, we expect to acquire the minority membership interests of such Non-Converted Subsidiaries.

Conversion of Class B Common Stock to Class A Common stock

In accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation and the conversion schedule described in the Corporate Reorganization and IPO section above, on March 28, 2025 and September 27, 2025, 13,519,946 and 13,523,285 shares, respectively, of the Company’s Class B common stock automatically converted, in accordance with the terms of such class and without any further action by their holders or the Company, into an equal number of shares of the Company’s Class A common stock.

Follow-On Offering

In May 2025, the Company completed an underwritten follow-on public offering (“Q2 2025 Offering”) of 1,440,447 shares of Class A common stock at an offering price of $21.00 per share. We used all of the net proceeds from the Q2 2025 Offering to purchase 1,440,447 shares of outstanding Class A common stock that were issued upon conversion of shares of our Class B common stock that were originally issued in connection with our Corporate Reorganization. The 1,440,447 shares of Class A common stock purchased by the Company were cancelled, resulting in no change to the total number of Class A common stock outstanding. We did not retain any of the proceeds from the sale of shares in the offering.

As part of the Q2 2025 offering, certain selling shareholders, consisting of the Company’s founders (the “Guardian Founders”), sold 6,059,553 shares of Class A common stock. We did not receive any proceeds from the sale of shares by the selling shareholders in this offering.

Factors Affecting the Comparability of Our Results of Operations

Our results of operations for the three and nine months ended September 30, 2025 and the corresponding period in 2024 have been affected by the following, among other factors, which must be understood to assess the comparability of our period-to-period financial performance and condition.

Acquisitions

Our growth strategy involves periodically acquiring institutional pharmacies servicing LTCFs and their residents as well as residents in other care settings. Our strategy includes the acquisition of freestanding institutional pharmacy businesses as well as other assets, generally less significant in size, which are combined with existing pharmacy operations to augment internal organic growth.

During 2024 and 2025, we completed acquisitions of various pharmacy operations (the “Acquisitions”). The operating results of the Acquisitions were a contributing factor in certain changes in the results of operations for the three and nine months ended September 30, 2025 compared to the corresponding periods in 2024. Acquisition impacts are considered when the beginning of the comparative period precedes the acquisition date.

Share-Based Compensation (in connection with the Corporate Reorganization and IPO)

In connection with the Corporate Reorganization and IPO, Restricted Interest Unit awards associated with the Converted Subsidiaries and Guardian Pharmacy, LLC were converted into Common Units of Guardian Pharmacy, LLC, and the Common Units in Guardian Pharmacy, LLC were then converted into Class B common stock of the Company. This conversion of Restricted Interest Units was treated as a modification, requiring the units to be marked to fair value on the modification date, resulting in the Company recognizing $122.4 million of incremental share-based compensation expense during the three and nine months period ended September 30, 2024.

Components of Results of Operations

Revenues. We recognize revenue at the time of delivery of prescriptions and other pharmacy services to the LTCF, at which time control has been transferred. Revenue recognized reflects the consideration we expect to receive in exchange for these goods and services.

Cost of goods sold. Cost of goods sold consists primarily of expenses associated with the fulfillment and delivery of the prescription. Cost of goods sold also includes associated pharmacy personnel-related expenses, including salaries and benefits, delivery charges and other supporting overhead costs (such as rent and depreciation and amortization of assets used in the fulfillment and delivery of the prescription).

Selling, general, and administrative expenses. Selling, general, and administrative expenses consist primarily of personnel-related expenses, including share-based compensation, salaries and benefits, for our employees at the pharmacies and support services engaged in other pharmacy related activities including sales and marketing, finance, legal, human resources, purchasing and other administrative functions. Selling, general, and administrative expenses also include facilities-related expenses, software expenses, sales and marketing expenses, insurance premiums, professional services expenses, including for outside legal and accounting services, other overhead costs, changes in the fair value of contingent payments related to acquisitions, depreciation related to long lived assets, and amortization of intangible assets.

Prior to the Corporate Reorganization and IPO, share-based compensation expense primarily represented non-cash recognition of changes in the value of Restricted Interest Unit awards. These awards contained a cash settlement feature and were accounted for as a liability in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These units remained in place until they were (a) forfeited (which occurs when the employee leaves before the units are fully vested), (b) paid out (we purchase the units at a calculated value upon termination of employment) or (c) converted into shares as a result of a major capital event such as a sale or public offering. These units vest in their entirety on the third anniversary of their grant date. The value of the units is recognized ratably over the vesting period and is remeasured and reported at the end of each quarter based on the change in calculated value pursuant to our Restricted Interest Purchase Agreements. The primary inputs used to value the units include the accumulated vesting status of the issued units, the trailing four quarters of our adjusted earnings, inclusive of share-based compensation expense, and our outstanding capital and debt obligations as of the quarterly measurement date. The liability and corresponding expense are adjusted on a quarterly basis. Based on the number of participants and units outstanding, trailing earnings, forfeitures and other factors, we have experienced volatility in our share-based compensation liability. This calculation has in turn had a significant impact on our net income for the periods presented.

In connection with the Corporate Reorganization and IPO, all outstanding Restricted Interest Unit awards, other than those issued by Non-Converted Subsidiaries, were converted into shares of Class B common stock and are no longer considered a liability. In addition to the unvested Class B common stock issued in connection with the Corporate Reorganization and IPO, the Company has share-based compensation awards in the form of restricted stock units, which are settled in shares of Class A common stock upon vesting and are considered equity-based awards.

Interest expense. Interest expense consists of interest on long-term debt and line of credit under our credit facility and finance leases.

Other expense (income), net. Other expense, net consists primarily of gain (loss) on asset disposals and interest income earned on cash deposits.

Provision for income taxes. Provision for income taxes consists primarily of income taxes in certain jurisdictions in which we conduct business.

Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2025

The following table sets forth our consolidated statements of operations data for the three and nine months ended September 30, 2024 and 2025, respectively. The year-over-year comparison of results of operations is not necessarily indicative of results for future periods.


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2025			2024			2025
Revenues	$	314,393		$	377,427		$	889,840		$	1,051,069
Cost of goods sold		253,515			302,706			712,573			843,853

Gross profit		60,878			74,721			177,267			207,216
Selling, general, and administrative expenses ⁽¹⁾		165,491			58,367			256,942			165,277
Operating income (loss)		(104,613	)		16,354			(79,675	)		41,939
Other expenses (income):
Interest expense		1,026			160			2,857			502
Other expense (income), net		2			(437	)		166			(887	)

Total other expenses (income)		1,028			(277	)		3,023			(385	)
Income (loss) before income taxes		(105,641	)		16,631			(82,698	)		42,324
Provision for income taxes		176			7,038			176			14,631

Net income (loss)		(105,817	)		9,593			(82,874	)		27,693

Less net income attributable to Guardian Pharmacy, LLC prior to the Corporate Reorganization		9,350			—			22,760			—
Less net income (loss) attributable to non-controlling interests ⁽²⁾		6,823			(225	)		16,356			(603	)

Net income (loss) attributable to Guardian Pharmacy Services, Inc.	$	(121,990	)	$	9,818		$	(121,990	)	$	28,296

Adjusted EBITDA ⁽³⁾	$	23,012		$	27,275		$	64,944		$	75,659

(1)

Included in selling, general, and administrative expenses is share-based compensation expense of $122,355 and $4,356 during the three months ended September 30, 2024 and 2025, respectively, and $128,029 and $12,770 during the nine months ended September 30, 2024 and 2025, respectively. For the three and nine months ended September 30, 2024, this share-based compensation expense primarily represents the incremental expense recognized for Restricted Interest Unit awards that were modified in connection with the Corporate Reorganization and IPO. For the three and nine months ended September 30, 2025, this share-based compensation expense primarily represents the incremental expense recognized for Restricted Interest Unit awards that were modified in connection with the Corporate Reorganization and IPO, and share-based compensation expense for Restricted Stock Units granted for Class A common stock.

(2)

For the three and nine months ended September 30, 2024, these figures, for both Converted Subsidiaries and Non-Converted Subsidiaries, reflect minority membership interests in our subsidiaries preceding the Corporate Reorganization and IPO. For the three and nine months ended September 30, 2025, these figures reflect the minority membership interest for the Non-Converted Subsidiaries subsequent to the Corporate Reorganization and IPO.

(3)	See “—Adjusted EBITDA and Other Non-GAAP Financial Measures” below for more information and for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP.

Revenue


	Three Months Ended September 30,				% Change			Nine Months Ended September 30,				% Change
	2024		2025		% Change			2024		2025		% Change
	(in thousands)							(in thousands)
Revenue	$	314,393	$	377,427		20.0	%	$	889,840	$	1,051,069		18.1	%

Revenue for the three months ended September 30, 2025 increased by $63.0 million or 20.0% compared to the three months ended September 30, 2024. $20.0 million of the increase was attributable to revenue from the Acquisitions, with the remaining $43.0 million of the increase attributable to the organic growth of our business. Further, the increase was attributable to increases in the number of residents served from 180,000 residents during September 2024 to 204,000 residents during September 2025 and prescriptions dispensed from 6.4 million during the three months ended September 30, 2024 to 7.3 million during the three months ended September 30, 2025, as well as annual drug price inflation.

Revenue for the nine months ended September 30, 2025 increased by $161.2 million or 18.1% compared to the nine months ended September 30, 2024. $51.2 million of the increase was attributable to revenue from the Acquisitions, with the remaining $110.0 million of the increase attributable to the organic growth of our business. Further, the increase was attributable to increases in the number of residents served from 180,000 residents during September 2024 to 204,000 residents during September 2025 and prescriptions dispensed from 18.4 million during the nine months ended September 30, 2024 to 21.0 million during the nine months ended September 30, 2025, as well as annual drug price inflation.

Cost of goods sold


	Three Months Ended September 30,						% Change			Nine Months Ended September 30,						% Change
	2024			2025			% Change			2024			2025			% Change
	(in thousands)									(in thousands)
Cost of goods sold	$	253,515		$	302,706			19.4	%	$	712,573		$	843,853			18.4	%
Percentage of revenue		80.6	%		80.2	%					80.1	%		80.3	%

Cost of goods sold for the three months ended September 30, 2025 increased by $49.2 million or 19.4% compared to the three months ended September 30, 2024. $18.1 million of the increase was attributable to the Acquisitions, with the remaining $31.1 million of the increase attributable to the organic growth of our business. Cost of goods sold as a percentage of revenue decreased from 80.6% to 80.2% during the three months ended September 30, 2025.

Cost of goods sold for the nine months ended September 30, 2025 increased by $131.3 million or 18.4% compared to the nine months ended September 30, 2024. $45.4 million of the increase was attributable to the Acquisitions, with the remaining $85.9 million of the increase attributable to the organic growth of our business. Cost of goods sold as a percentage of revenue increased from 80.1% to 80.3% during the nine months ended September 30, 2025.

Selling, general, and administrative expenses


	Three Months Ended September 30,						% Change			Nine Months Ended September 30,						% Change
	2024			2025			% Change			2024			2025			% Change
	(in thousands)									(in thousands)
Selling, general, and administrative expenses	$	165,491		$	58,367			(64.7	)%	$	256,942		$	165,277			(35.7	)%
Percentage of revenue		52.6	%		15.5	%					28.9	%		15.7	%

Selling, general and administrative expenses decreased $107.1 million or (64.7)% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. $118.0 million of the decrease was driven by decreases in share-based compensation expense, as the three months ended September 30, 2024 included significant share-based compensation expense recognized in connection with the Corporate Reorganization and IPO. This decrease was offset by a $10.9 million increase in expense due to an increase in average employee headcount, with $8.2 million resulting from organic growth and $2.7 million resulting from the Acquisitions. Selling, general and administrative expenses as a percentage of revenue decreased from 52.6% to 15.5% based primarily on decreases to share-based compensation expense described above.

Selling, general and administrative expenses decreased $91.7 million or (35.7)% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. $115.3 million of the decrease was driven by decreases in share-based compensation expense, as the nine months ended September 30, 2024 included significant share-based compensation expense recognized in connection with the Corporate Reorganization and IPO. This decrease was offset by a $23.6 million increase in expense due to an increase in average employee headcount, with $16.3 million resulting from organic growth and $7.3 million resulting from the Acquisitions. Selling, general and administrative expenses as a percentage of revenue decreased from 28.9% to 15.7% based primarily on decreases to share-based compensation expense described above.

Interest expense


	Three Months Ended September 30,				% Change			Nine Months Ended September 30,				% Change
	2024		2025		% Change			2024		2025		% Change
	(in thousands)							(in thousands)
Interest expense	$	1,026	$	160		(84.4	)%	$	2,857	$	502		(82.4	)%

Interest expense decreased by $0.9 million or (84.4)% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was due to having no balances outstanding under the Credit Facility (see “-Liquidity and Capital Resources” below) during the three months ended September 30, 2025.

Interest expense decreased by $2.4 million or (82.4)% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was due to having no balances outstanding under the Credit Facility (see “-Liquidity and Capital Resources” below) during the nine months ended September 30, 2025.

Provision for income taxes


	Three Months Ended September 30,				% Change		Nine Months Ended September 30,				% Change
	2024		2025		% Change		2024		2025		% Change
	(in thousands)						(in thousands)
Provision for income taxes	$	176	$	7,038		N/M	$	176	$	14,631		N/M

Income tax expense increased by $6.8 million and $14.4 million for the three and nine months ended September 30, 2025, respectively, when compared to the prior year. Prior to the IPO, we conducted our business through Guardian Pharmacy, LLC, and its majority-owned and wholly-owned limited liability company subsidiaries, which were treated for income tax purposes as partnerships and disregarded entities, respectively. As such, minimal income tax expense was recorded during the three and nine months ended September 30, 2024.

Adjusted EBITDA and Other Non-GAAP Financial Measures

To supplement the results presented in our consolidated financial statements in accordance with GAAP, we also present Adjusted EBITDA, Adjusted Net Income, Adjusted EPS and Adjusted SG&A, which are financial measures not based on any standardized methodology prescribed by GAAP.

We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization, as adjusted to exclude the impact of items and amounts that we view as not indicative of our core operating performance, including share-based compensation, acquisition accounting adjustments, certain legal and regulatory items, financing-related and other activities, payor-reimbursement matters, and certain tax matters related to the Corporate Reorganization and IPO.

We define Adjusted Net Income as net income attributable to Guardian Pharmacy Services, Inc before share-based compensation expense, certain legal and other regulatory items, financing-related and other activities, payor-reimbursement matters, amortization expense associated with acquisition-related intangible assets, the income tax impact of the adjustments, and certain tax matters related to the Corporate Reorganization and IPO.

We define Adjusted EPS as Adjusted Net Income divided by the total weighted average of diluted shares for Class A and Class B common stock.

We define Adjusted SG&A as GAAP selling, general, and administrative expenses adjusted to exclude the impact of share-based compensation, expenses relating to certain legal and regulatory items, financing-related and other activities, and payor-reimbursement matters.

Adjusted EBITDA, Adjusted Net Income, Adjusted EPS and Adjusted SG&A do not have a definition under GAAP, and our definition of Adjusted EBITDA, Adjusted Net Income, Adjusted EPS and Adjusted SG&A may not be the same as, or comparable to, similarly titled measures used by other companies.

We use Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Adjusted SG&A to better understand and evaluate our core operating performance and trends. We believe that presenting Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Adjusted SG&A provides useful information to investors in understanding and evaluating our operating results, as it permits investors to view our core business performance using the same metrics that management uses to evaluate our performance.

There are a number of limitations related to the use of Adjusted EBITDA, Adjusted EPS, and Adjusted SG&A rather than the most directly comparable GAAP financial measure, including:

•

Adjusted EBITDA does not reflect interest and income tax payments that represent a reduction in cash available to us;

•

Depreciation and amortization are non-cash charges and the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS does not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Adjusted SG&A do not consider the impact of share-based compensation; and

•

Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Adjusted SG&A exclude the impact of certain legal and regulatory items, and payor-reimbursement matters which can affect our current and future cash requirements.

Because of these limitations, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Adjusted SG&A should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. You should consider Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Adjusted SG&A alongside other financial measures, including net income, diluted EPS, GAAP selling, general, and administrative expense and our other financial results presented in accordance with GAAP.

A reconciliation of Adjusted EBITDA to net income, of Adjusted Net Income to Net Income Attributable to Guardian Pharmacy Services, Inc., and of Adjusted SG&A to GAAP selling, general, and administrative expense, the most directly comparable GAAP financial measures, are set forth below.


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2025			2024			2025
Net income (loss)		(105,817	)		9,593			(82,874	)		27,693
Add:
Interest expense (income), net		1,026			(133	)		2,857			(203	)
Depreciation and amortization		4,994			5,838			14,619			16,594
Provision for income taxes		176			7,038			176			14,631

EBITDA	$	(99,621	)	$	22,336		$	(65,222	)	$	58,715

Share-based compensation (1)		122,355			4,356			128,029			12,770
Certain legal & other regulatory matters (2)		278			435			3,807			1,057
Financing-related and other activities (3)		—			110			—			1,924
Payor-reimbursement matters (4)	$	—		$	38		$	(1,670	)	$	1,193

Adjusted EBITDA	$	23,012		$	27,275		$	64,944		$	75,659

Net income as a percentage of revenue		(33.7	)%		2.5	%		(9.3	)%		2.6	%

Adjusted EBITDA as a percentage of revenue		7.3	%		7.2	%		7.3	%		7.2	%


Net Income (loss) attributable to Guardian Pharmacy Services, Inc.		(121,990	)		9,818			(121,990	)		28,296
Share-based compensation (1)		N/M			4,356			N/M			12,770
Certain legal & other regulatory matters (2)		N/M			435			N/M			1,057
Financing-related and other activities (3)		N/M			110			N/M			1,924
Payor-reimbursement matters (4)		N/M			38			N/M			1,193
Acquisition-related intangible asset amortization (5)		N/M			978			N/M			2,687
Income tax impact of adjustments (7)		N/M			(1,759	)		N/M			(5,854	)
Certain tax matters related to Corporate Reorganization and IPO (6)		—			1,725			—			1,725

Adjusted net income		N/M	(8)	$	15,701			N/M	(8)	$	43,798

Weighted average common shares outstanding used in calculating diluted U.S. GAAP net income per share		61,143,311			63,432,468			61,143,311			63,179,784
Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per share		N/M			63,432,468			N/M			63,179,784
Diluted EPS	$	(2.00	)	$	0.15		$	(2.00	)	$	0.45
Adjusted EPS		N/M	(8)	$	0.25			N/M	(8)	$	0.69

GAAP selling, general, and administrative expenses	$	165,491		$	58,367		$	256,942		$	165,277
Subtract:
Share-based compensation (1)		122,355			4,356			128,029			12,770
Certain legal & other regulatory matters (2)		278			435			3,807			1,057
Financing-related and other activities (3)		—			110			—			1,924
Payor-reimbursement matters (4)	$	—		$	1,668		$	—		$	2,806
Adjusted SG&A	$	42,858		$	51,798		$	125,106		$	146,703

GAAP selling, general, and administrative expenses as a percentage of revenue		52.6	%		15.5	%		28.9	%		15.7	%

Adjusted SG&A as a percentage of revenue		13.6	%		13.7	%		14.1	%		14.0	%

(1)

Prior to the Corporate Reorganization and IPO, our share-based compensation expense primarily represented non-cash recognition of changes in the value of Restricted Interest Unit awards, which had historically been recorded as a liability using a cash settlement methodology as calculated on a quarterly basis. In connection with the Corporate Reorganization and IPO, certain Restricted Interest Unit awards were modified, resulting in share-based compensation expense of $122.4 million, based on the fair value of the modified awards. Share-based compensation expense for the three and nine months ended September 30, 2025 relates to equity-classified awards.

(2)

Represents non-recurring attorney’s fees, settlement costs and other expenses associated with certain legal proceedings. The Company excludes such charges when evaluating operating performance because it does not incur such charges on a predictable basis and exclusion allows for consistent evaluation of operations.

(3)	Represents non-recurring costs associated with various financing-related activities and costs to transition to a public company.

(4)	Represents proceeds and legal expenses associated with payor reimbursement matters.

Proceeds received associated with payor reimbursement matters, recorded as revenue, were $1.6 million during the three and nine months ended September 30, 2025, and $0.0 million and $1.7 million during the three and nine months ended September 30, 2024, respectively.

Legal expenses associated with payor reimbursement matters during the three and nine months ended September 30, 2025 were $1.7 million and $2.8 million, respectively and $0.0 million during the three and nine months ended September 30, 2024.

(5)	Represents amortization expense associated with the acquisition-related intangible assets, such as customer lists and trademarks.

(6)	Represents non-recurring income tax expense associated with the Corporate Reorganization and IPO. The Company excludes such charges when evaluating operating performance because it does not incur such charges on a predictable basis and exclusion allows for consistent evaluation of operations.

(7)	Represents the income tax impact of non-GAAP adjustments, calculated using the estimated tax rate for the respective non-GAAP adjustment.

(8)

Adjusted net income and Adjusted EPS are not calculated for the three and nine months ended September 30, 2024, as the net income attributable to Guardian Pharmacy Services, Inc. only includes net income for the three days in the period subsequent to our IPO on September 27, 2024. As such, we do not think the non-GAAP measures for adjusted net income and adjusted EPS are meaningful for these periods.

Liquidity and Capital Resources

We have historically financed our business and acquisitions primarily through cash from operations and borrowings under our credit facility and, more recently, sales of our Class A common stock in our IPO. We use cash in the ordinary course of our operations primarily for prescription drug acquisition costs, capital expenditures, and personnel costs. As of September 30, 2025, we had $36.5 million in cash and cash equivalents. Our cash primarily consists of demand deposits held with a large regional financial institution.

On May 13, 2024, the Company entered into the Sixth Amendment to the Third Amended and Restated Loan and Security Agreement (the “2024 Amendment”) to the existing credit facility with Regions Bank (the “Credit Facility”). The Credit Facility provides for term loans (the “Term Loan”) and a line of credit. The 2024 Amendment extended the maturity date of the Credit Facility from April 23, 2025 to April 23, 2027. The line of credit under the Credit Facility bears an interest rate equal to the one-month Secured Overnight Financing Rate (“SOFR”) plus an additional rate of 1.80% to 2.80% based on certain financial ratios maintained by the Company. The total amount available under the line of credit as of September 30, 2025 is $40 million and we have the ability to increase our overall Credit Facility up to $75 million.

As of September 30, 2025, we had no amounts of principal outstanding under the Term Loan and no borrowings outstanding under the line of credit.

We believe our existing cash and cash equivalents, expected cash flows provided by our operations, and the amounts available under our Credit Facility will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months and for the foreseeable future, though we may require additional capital resources in the future.

Net Cash Flows

For the nine months ended September 30, 2024 and 2025, respectively, our net cash flows provided by / (used in) were as follows:


	Nine Months Ended September 30,
(in thousands)	2024			2025
Operating activities	$	35,623		$	65,655

Investing activities		(23,783	)		(27,515	)

Financing activities		24,629			(6,313	)

Operating Activities

Cash flows provided by operating activities consist of our net income principally adjusted for certain non-cash items, such as depreciation and amortization, provision for losses on accounts receivable, changes in deferred tax asset, and share-based compensation expense. Cash flows used in operating activities consist primarily of changes in our operating assets and liabilities. Subsequent to the Corporate Reorganization and IPO, income tax payments and receivables are presented as changes in operating assets and liabilities within operating activities.

Net cash provided by operating activities for the nine months ended September 30, 2025 increased by $30.0 million compared to the corresponding period in 2024. The increase was primarily attributable to increases in accounts payable and accrued compensation, lower accounts receivable growth, and decreases in the use of cash for other operating liabilities when compared to the corresponding period in 2024.

Investing Activities

Cash flows provided by investing activities consist primarily of proceeds from disposition of property and equipment. Cash flows used in investing activities consist primarily of acquisitions and capital expenditures relating to our new and existing pharmacy locations.

Net cash used in investing activities for the six months ended September 30, 2025 increased by $3.7 million compared to the corresponding period in 2024. The increase was primarily due to the increase in cash paid for purchases of property plant and equipment of $3.5 million compared to the corresponding period in 2024.

Financing Activities

Cash flows provided by financing activities consist primarily of borrowings from the line of credit and sale of our common stock. Cash flows used in financing activities consist primarily of repayment of borrowings from the term loan (recorded as repayment of notes payable) and the line of credit, and payment of equity offering costs associated with the IPO. Prior to the Corporate Reorganization and IPO, cash flows used in financing activities included significant distributions to equity holders (inclusive of non-controlling interests) of Guardian Pharmacy, LLC, mostly consisting of distributions to fund income tax liabilities and operational distributions, as well as return of capital.

Net cash used in financing activities for the nine months ended June 30, 2025 increased by $30.9 million compared to the corresponding period in 2024.

Cash flows used in financing activities were $6.3 million for the nine months ended September 30, 2025, primarily due to $3.4 million in payments for finance lease obligations, $1.6 million of payments for equity offering costs, $2.2 million in payments for contingent payments associated with acquisitions, offset by $1.6 million in contributions from non-controlling interests.

Cash flows provided by financing activities were $24.6 million for the nine months ended September 30, 2024, primarily due to net proceeds received from the IPO of $119.8 million and the 2024 Amendment resulting in $15.0 million being added to the Credit Facility, offset by the Merger Consideration payment to holders of Class B common stock of $55.2 million in connection with the Corporate Reorganization and IPO, and distributions to equity holders (inclusive of non-controlling interest) of $50.4 million.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with GAAP. Preparing our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses as well as related disclosures. Because these estimates and judgments may change from period to period, actual results could differ materially, which may negatively affect our financial condition or results of operations. We base our estimates and judgments on historical experience and various other assumptions that we consider reasonable, and we evaluate these estimates and judgments on an ongoing basis.

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed for the year ended December 31, 2024, for further discussion of critical accounting estimates. There were no material changes to our critical accounting policies with which the estimates are developed since December 31, 2024.

Recent Accounting Pronouncements

Refer to Note 2 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for accounting pronouncements adopted and recent accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.

JOBS Act Accounting Election

The JOBS Act permits EGCs to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use the extended transition period for complying with certain new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

We could remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of our IPO, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (c) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. We held cash and cash equivalents of $36.5 million as of September 30, 2025, which primarily consist of demand deposits held with financial institutions. Changes in interest rates affect the interest income we earn on our cash and cash equivalents and the fair value of our cash equivalents. Historical fluctuations in interest rates have not had a significant impact on our financial condition or results of operations, and a hypothetical 100 basis point increase or decrease in interest rates would not have a material impact on the value of our cash and cash equivalents or on our future financial condition or results of operations.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2025.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were designed, and were effective, to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting

During the three and nine months ended September 30, 2025, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

From time to time, we and our pharmacies are involved and will continue to be involved in various claims relating to, and arising out of, our business and our operations. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

ITEM 1A. Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks factors described in Part I, Item 1A of our Annual Report on Form

10-K

for the year ended December 31, 2024, together with all of the information in this Quarterly Report on Form

10-Q

and the other documents that we file with the SEC from time to time, before deciding whether to invest in our Class A common stock. Any of these risks could materially and adversely affect our business, financial condition, results of operations and prospects. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. There have been no material changes to the risk factors described in the Annual Report on Form

10-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

In accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation, the issued and outstanding shares of Class B common stock that were issued in connection with the Corporate Reorganization automatically convert on a

one-for-one

basis into shares of Class A common stock over the

two-year

period following the IPO. Accordingly, on September 27, 2025, 13,523,285 shares of the Company’s Class B common stock automatically converted, in accordance with the terms of such class and without any further action by their holders or the Company, into an equal number of shares of the Company’s Class A common stock.

The 13,523,285 shares of Class A common stock issued upon the conversion were issued under an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, and no underwriters were involved in these issuances.

Additionally, during the three months ended September 30, 2025, we issued and sold 24,075 shares of Class B common stock as part of consideration for an acquisition that took place during the quarter. Such shares of Class B common stock will automatically convert on a

one-for-one

basis into shares of Class A common stock over a

two-year

period in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation.

Use of Proceeds

On September 27, 2024, we completed our IPO in which we issued and sold 8,000,000 shares of Class A common stock at a public offering price of $14.00 per share. Also on September 27, 2024, the underwriters for the IPO exercised in full their overallotment option to purchase 1,200,000 additional shares of Class A common stock. Following such sales, we received net proceeds of $119.8 million after deducting underwriter discounts of $9.0 million. All shares sold were registered pursuant to the Company’s registration statement on Form

S-1,

as amended (Registration No. 333 274847) (the “Initial Registration Statement”) and the related registration statement on Form

S-1

(Registration

No. 333-282344)

filed pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement” and, together with the Initial Registration Statement, the “Registration Statement”). The Initial Registration Statement was declared effective by the SEC on September 25, 2024, and the 462(b) Registration Statement became effective on September 26, 2024 upon filing with the SEC pursuant to Rule 462(b) under the Securities Act. We used $55.2 million of the net proceeds from the IPO to fund the aggregate cash portion of merger consideration payable in connection with the Corporate Reorganization and $20.0 million to repay certain borrowings on the line of credit under our existing credit facility. We intend to use the balance of the net proceeds for general corporate purposes and working capital. The representative of the underwriters for the IPO was Raymond James & Associates, Inc.

Purchases of Equity Securities by the Issuer or Affiliated Purchasers

None.

ITEM 3. Defaults Upon Senior Securities

None.

Table of Contents

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

Rule

10b5-1

Plans

During the quarter ended September 30, 2025, none of the Company’s directors and officers adopted, modified, or terminated a Rule

10b5-1

trading arrangement or a

non-Rule

10b5-1

trading arrangement.

ITEM 6. Exhibits

Incorporated by Reference

Exhibit

Number

Description

Form

File Number

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation of the Registrant.

8-K

001-42284

3.1

09/30/2024

3.2

Amended and Restated Bylaws of the Registrant.

8-K

001-42284

3.2

09/30/2024

31.1

Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of the Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Schema Linkbase Document

101.CAL

XBRL Taxonomy Calculation Linkbase Document

101.DEF

XBRL Taxonomy Definition Linkbase Document

101.LAB

XBRL Taxonomy Label Linkbase Document

101.PRE

XBRL Taxonomy Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Guardian Pharmacy Services, Inc.

Date: November 10, 2025	By:	/s/ David K. Morris
		David K. Morris
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

Guardian Pharmacy Services, Inc. 10-Q