Guardian Pharmacy Services, Inc. 8-K

What Happened

• On May 21, 2026, Guardian Pharmacy Services, Inc. (the Company) entered into the Eighth Amendment to its Third Amended and Restated Loan and Security Agreement (originally dated April 23, 2018) with its lenders and Regions Bank as administrative and collateral agent.
• The Amendment makes the Company (rather than Guardian Pharmacy, LLC) the borrower, extends the revolving loan maturity from April 23, 2027 to May 21, 2030, allows for up to $40 million of incremental term loans and/or increases to the revolver (potential total borrowing capacity of $80 million), raises certain baskets and thresholds, and replaces the consolidated leverage ratio covenant with a consolidated net leverage ratio covenant.
• The new consolidated net leverage ratio is calculated as consolidated debt minus unrestricted cash (up to $20 million), divided by consolidated Adjusted EBITDA.

Key Details

• Date of amendment: May 21, 2026.
• Revolving loan maturity extended from April 23, 2027 to May 21, 2030.
• Incremental capacity: up to $40 million of additional term loans/revolver increases (could bring total capacity to $80 million).
• Net leverage calculation: consolidated debt less unrestricted cash (capped at $20M) ÷ consolidated Adjusted EBITDA.

Why It Matters

• The amendment lengthens the Company’s debt maturity profile, reducing near-term refinancing pressure by pushing the revolver maturity into 2030.
• It provides meaningful additional borrowing flexibility (up to $40M incremental), which can support operations, growth, or liquidity needs.
• Switching to a consolidated net leverage covenant (which allows excluding up to $20M of cash from debt) may affect covenant headroom; investors should watch reported cash balances and Adjusted EBITDA in future filings to assess covenant compliance and leverage trends.
• The Amendment is a material financing agreement and is filed as an exhibit to the 8-K for investors to review.