Guardian Pharmacy Services, Inc 10-Q for FY2026 Q3
Guardian Pharmacy Services, Inc. (GRDN)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 10-Q
Guardian Pharmacy Services, Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
For the nine months ended September 30, 2026, Guardian Pharmacy Services, Inc. reported net income of 54,785 and Adjusted EBITDA of 93,269, versus 27,693 and 75,659, respectively; dollar figures are in thousands. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $371.07M
- down 1.7% from $377.43M a year earlier
- Net income
- $18.68M
- up 90.3% from net income of $9.82M a year earlier
- Diluted EPS
- $0.29
- up 93.3% from $0.15 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2026
OR
For the transition period from to
Commission File Number: 001-42284
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
(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 | ||||||
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.
| Large accelerated filer | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
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, 2026 there were issued and outstanding 63,320,300 shares of the registrant’s Class A common stock and 33,619 shares of the registrant’s Class B common stock.
GUARDIAN PHARMACY SERVICES, INC.
FORM 10-Q
TABLE OF CONTENTS
1
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 are 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, 2025 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 expressed or implied by forward-looking statements are:
•our ability to effectively execute our business and growth 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;
•our ability to identify, complete and successfully integrate acquisitions;
•the impact of a national emergency, public health crisis, global pandemic or outbreak of infectious disease on our employees, business, supply chain and the LTCFs we serve;
•continuing government and private efforts to lower pharmaceutical costs, including drug pricing reforms and 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; and
•the misuse or off-label use, or errors in the dispensing or administration, of the pharmaceuticals we dispense.
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.
2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (In thousands, except share amounts) | December 31, 2025 | September 30, 2026 | |||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation | |||||||||||
| Operating leases, current portion | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Operating leases, net of current portion | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Commitments and contingencies (see Note 6) | |||||||||||
| Equity: | |||||||||||
Class A common stock - | |||||||||||
Class B common stock - | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Non-controlling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to unaudited Condensed Consolidated Financial Statements.
3
GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands, except per share amounts) | 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other expenses (income): | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other expense (income), net | ( | ( | ( | ( | |||||||||||||||||||
| Total other expenses (income) | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less net income (loss) attributable to non-controlling interests | ( | ( | |||||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share of Class A and Class B common stock1 | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average Class A and Class B common shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to unaudited Condensed Consolidated Financial Statements.
1 See Note 7 - 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.
4
GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES
CONDENSED 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, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interest | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation forfeitures | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B common stock to Class A common stock | ( | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interest | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation forfeitures | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock associated with vested restricted stock units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interest | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation forfeitures | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B common stock to Class A common stock | ( | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class B common stock associated with acquisition | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
5
| (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 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interest | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation forfeitures | — | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B common stock to Class A common stock | ( | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Non-cash equity contribution | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interest | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation forfeitures | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock associated with vested restricted stock units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Contributions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Non-cash equity contribution | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interest | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation forfeitures | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B common stock to Class A common stock | ( | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class B common stock associated with acquisition | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
6
GUARDIAN PHARMACY SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Nine Months Ended September 30, | |||||||||||
| (In thousands) | 2025 | 2026 | |||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation expense | |||||||||||
| Provision for losses on accounts receivable | |||||||||||
| Change in deferred tax asset | ( | ||||||||||
| Other | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other current assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued compensation | |||||||||||
| Other operating liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Payment for business combinations | ( | ( | |||||||||
| Payment for asset acquisition | ( | ||||||||||
| Other | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Proceeds from equity offering, net of underwriter fees | |||||||||||
| Repurchase of outstanding Class A common stock | ( | ( | |||||||||
| Payments of equity offering costs | ( | ||||||||||
| Repayment of notes payable | ( | ||||||||||
| Principal payments on finance lease obligations | ( | ( | |||||||||
| Contingent liability payments related to acquisitions | ( | ( | |||||||||
| Contributions from non-controlling interests | |||||||||||
| Distributions to non-controlling interests | ( | ( | |||||||||
| Other | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information | |||||||||||
| Cash paid during the year for interest | $ | $ | |||||||||
| Cash paid during the year for income taxes | $ | $ | |||||||||
| Supplemental disclosure of non-cash investing and financing activities | |||||||||||
| Purchases of property and equipment through finance leases | $ | $ | |||||||||
| Non-cash equity contributions from non-controlling interests | $ | $ | |||||||||
See accompanying notes to unaudited Condensed Consolidated Financial Statements.
7
Guardian Pharmacy Services, Inc. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(In thousands, except for share and per share amounts)
1. Organization and Background
Organization and 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.
In September 2024, the Company completed a series of corporate reorganization transactions (the “Corporate Reorganization”) and consummated its initial public offering (“IPO”). See the Company’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025, as filed with the SEC on March 11, 2026, for additional information regarding the Corporate Reorganization and IPO.
Conversion of Class B Common Stock to Class A Common Stock
During the three months ended March 31, 2026 and September 30, 2026, 13,527,437 shares and 13,521,396 shares, respectively, of the Company’s Class B common stock that were originally issued in connection with the Corporate Reorganization 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.
During the three months ended September 30, 2026, an additional 6,020 shares of the Company’s Class B common stock that were issued as consideration for an acquisition completed during the third quarter of 2025 automatically converted into an equal number of shares of the Company’s Class A common stock.
Follow-On Offering
In March 2026, the Company completed an underwritten follow-on public offering (the “Q1 2026 Offering”) of 1,020,000 shares of Class A common stock at an offering price of $31.00 per share. We used all of the proceeds, net of underwriting discounts of $1,344 , from the Q1 2026 Offering to purchase 1,020,000 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 1,020,000 shares of Class A common stock purchased by the Company were retired, 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.
2. Summary of Significant Accounting Policies
Principles of consolidation
8
Basis of Presentation
Cash and Cash Equivalents
Cash and cash equivalents consists primarily of demand deposits held with financial institutions, money market funds, and short-term corporate and government debt securities. The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase and an insignificant risk of changes in value to be cash equivalents for financial statement presentation.
As of September 30, 2026, the Company held $57,348 of corporate and government debt securities classified as held to maturity. The securities had contractual maturities of three months or less when purchased and are included within Cash and cash equivalents in the unaudited condensed consolidated financial statements. As of September 30, 2026, the amortized cost basis of the corporate and government debt securities approximated fair value, and the related allowance for credit losses and gross unrecognized holding gains and losses were immaterial.
9
New Accounting Pronouncements
The following table provides a description of recent accounting pronouncements that are applicable to the Company’s unaudited condensed consolidated financial statements:
New Accounting Standard Adopted | |||||||||||
ASU Number and Name | Description | Date of Adoption | Effect on the unaudited Condensed Consolidated Financial Statements upon adoption | ||||||||
| 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets | ASU 2025-05 amends ASC 326-20 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 adopted the standard as of January 1, 2026, with no material impact on the consolidated financial statements. | ||||||||
New Accounting Standards Not Yet Effective | |||||||||||
ASU Number and Name | Description | Date of Adoption | Effect on the unaudited Condensed Consolidated Financial Statements upon adoption | ||||||||
| 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. | ||||||||
| 2025-06—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. | ||||||||
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. The Company completed an immaterial acquisition during the three months ended September 30, 2026.
2025 Acquisitions
In 2025, the Company completed acquisitions of various pharmacy operations (the “2025 Acquisitions”). Total consideration for the 2025 Acquisitions included $13,725 of cash, $125 of deferred inventory payments, 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 by certain acquired entities 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
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arrangements at the acquisition dates as of December 31, 2025, was $2,600 , and at September 30, 2026 was $900 . The total purchase consideration for the 2025 Acquisitions was $16,891 .
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 purchases 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 2025 Acquisitions.
The recognition of the assets and liabilities of the 2025 Acquisitions as of December 31, 2025 is as follows:
(in thousands) | Fair Value | ||||
Total purchase consideration | $ | ||||
Net assets acquired: | |||||
Inventory | |||||
Other assets | |||||
Intangible Assets | |||||
Other liabilities | ( | ||||
Non-controlling interest equity | ( | ||||
Net assets acquired | |||||
Goodwill | $ | ||||
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, and expected revenue synergies, as well as operating efficiencies and cost savings. Of the $10,447 of goodwill recorded related to the 2025 Acquisitions, $8,136 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 $6,586 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 dates of acquisition.
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.
4. Intangible Assets
During the nine months ended September 30, 2026, the Company acquired customer list intangible assets recognized at an aggregate carrying amount of $5,116 . The customer lists have no significant residual value and a weighted average useful life of 10 years.
5. 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.
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• 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, 2025 | |||||||||||||||||
| Liabilities: | |||||||||||||||||
| Contingent consideration payable | $ | $ | $ | ||||||||||||||
| Fair value of financial instruments | $ | $ | $ | ||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||
| September 30, 2026 | |||||||||||||||||
| Liabilities: | |||||||||||||||||
| Contingent consideration payable | $ | $ | $ | ||||||||||||||
| Fair value of financial instruments | $ | $ | $ | ||||||||||||||
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 nine months ended September 30, 2026, 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.
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, 2026:
| Balance at December 31, 2025 | $ | ||||
| Current year acquisitions | |||||
| Fair value adjustments | |||||
| Payments | |||||
| Balance at March 31, 2026 | $ | ||||
| Current year acquisitions | |||||
| Fair value adjustments | |||||
| Payments | ( | ||||
| Balance at June 30, 2026 | $ | ||||
| Current year acquisitions | |||||
| Fair value adjustments | |||||
| Payments | ( | ||||
| Balance at September 30, 2026 | $ | ||||
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6. 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 involves 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 $4,479 and $4,471 for the nine months ended September 30, 2025 and 2026, respectively.
7. 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 following table sets forth 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 2026.
| (in thousands) | Three Months Ended September 30, 2025 | Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less net income (loss) attributable to non-controlling interests | ( | ( | |||||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. | $ | $ | $ | $ | |||||||||||||||||||
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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 per share amounts):
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||
| 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. | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average number of shares of Class A and Class B common stock outstanding | |||||||||||||||||||||||
| Basic net income per share attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per share attributable to common stockholders | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Allocation of net income attributable to Guardian Pharmacy Services, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Number of shares used in basic computation | |||||||||||||||||||||||
| Dilutive Restricted Stock Units and Class A and B Common Stock | |||||||||||||||||||||||
| Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income per share | |||||||||||||||||||||||
| Diluted net income per share attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| 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. | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average number of shares of Class A and Class B common stock outstanding | |||||||||||||||||||||||
| Basic net income per share attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per share attributable to common stockholders | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Allocation of net income attributable to Guardian Pharmacy Services, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Number of shares used in basic computation | |||||||||||||||||||||||
| Dilutive Restricted Stock Units and Class A and B Common Stock | |||||||||||||||||||||||
| Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income per share | |||||||||||||||||||||||
| Diluted net income per share attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
There were no
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8. Share-based Compensation
2024 Equity and Incentive Compensation Plan
The Company adopted the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) on September 27, 2024. The initial number of shares of our Class A common stock available for awards under the 2024 Plan (the "Overall Share Limit") was 2,000,000 shares. The Overall Share Limit is automatically increased on the first day of each fiscal year, beginning in 2025 and ending in 2034, by an amount equal to the lesser of (a) 1 % of the shares of our common stock (including both Class A common stock and Class B common stock) outstanding on the last day of the immediately preceding fiscal year and (b) such smaller number of shares as may be determined by the Company's Board of Directors. In 2026, the Overall Share Limit was increased by 633,206 shares in accordance with such provision. Such shares may be shares of original issuance or treasury shares or a combination of the two.
2026 Long-Term Incentive Program Awards
On February 11, 2026, the Compensation Committee of the Company’s Board of Directors approved the Company’s 2026 long-term incentive program (the “2026 LTIP”), consisting of restricted stock unit awards (“RSUs”) and non-qualified stock options (“Stock Options”), granted under the 2024 Plan.
RSU Awards
During the nine months ended September 30, 2026, and under the 2026 LTIP, the Company granted RSU awards to certain executive and management employees of 438,500 units. These RSU 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.
Stock Options
During the nine months ended September 30, 2026, and under the 2026 LTIP, the Company granted 550,000 Stock Options to certain executive and management employees. These Stock Option awards cliff vest three years subsequent to the grant date of each award, have a 10 year term, and, if exercised, are settled in shares of Class A common stock.
Share-based compensation expense
Share-based compensation expense, recorded to Selling, general, and administrative expenses in the consolidated statements of operations, was $4,356 and $2,735 12,770 and $7,528
As of September 30, 2026, unamortized share-based compensation costs related to share-based incentive awards is as follows (in thousands, except for the remaining service period):
| (in thousands) | Amount | Weighted Average Remaining Service Period (years) | |||||||||
| Restricted stock units | $ | ||||||||||
| Stock options | |||||||||||
| Total unamortized share-based compensation cost | $ | ||||||||||
9. Segments
General Information
The Company has a single operating segment, which was determined based on the chief operating decision maker (“CODM”), which is our Chief Executive Officer, assessing performance and allocating resources on a consolidated basis.
The operating segment derives its revenues primarily through sales of pharmaceutical products. All long-lived assets were held in the United States as of December 31, 2025 and September 30, 2026. All revenues were generated in the United States during the three and nine months ended September 30, 2025 and 2026.
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Measure of segment profit or loss and assets
The 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, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Employee expenses (excluding share-based compensation expense) | |||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Segment net income | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of net income to consolidated statements of operations | |||||||||||||||||||||||
| Adjustments and reconciling items | |||||||||||||||||||||||
| Consolidated net income | $ | $ | $ | $ | |||||||||||||||||||
(1) Other segment items included in operating segment net income include product expenses, legal expenses and settlements, rent and auto lease expenses, utilities expenses, maintenance expenses, and other overhead expenses.
10. Income Taxes
The provision for income taxes is attributable to U.S. federal and state income taxes. The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate and includes the tax effect of items required to be recorded discretely in the interim periods in which those items occur.
Income tax expense for the three months ended September 30, 2025 and 2026 was $7,038 and $6,857 42.3 % and 26.4 %, respectively. Income tax expense for the nine months ended September 30, 2025 and 2026 was $14,631 and $19,277 34.6 % and 26.0 %, respectively.
During the nine months ended September 30, 2025, the Company’s effective tax rate was higher than the U.S. statutory rate of 21% primarily due to state income taxes representing approximately 5.0 % and certain 2024 tax filing matters relating to the Corporate Reorganization and IPO, including the incremental share-based compensation charge in connection with the Corporate Reorganization and IPO, representing approximately 7.3 % in total. These compensation costs are not deductible for federal and state income taxes due to prior Section 83(b) elections.
During the nine months ended September 30, 2026, the Company’s effective tax rate was higher than the U.S. statutory rate of 21% primarily due to state income taxes representing approximately 4.5 %.
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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 condensed 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, 2025.
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, 2026, our 63 pharmacies, 57 of which are full-service, served approximately 218,000 residents in approximately 8,600 LTCFs across 39 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.
Conversion of Class B Common Stock to Class A Common Stock
During the three months ended March 31, 2026 and September 30, 2026, 13,527,437 shares and 13,521,396 shares, respectively, of the Company’s Class B common stock that were originally issued in connection with the Corporate Reorganization 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.
During the three months ended September 30, 2026, an additional 6,020 shares of the Company’s Class B common stock that were issued as consideration for an acquisition completed during the third quarter of 2025 automatically converted into an equal number of shares of the Company’s Class A common stock.
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Follow-On Offering
In March 2026, the Company completed an underwritten follow-on public offering (the “Q1 2026 Offering”) of 1,020,000 shares of Class A common stock at an offering price of $31.00 per share. We used all of the proceeds, net of underwriting discounts of $1.3 million from the Q1 2026 Offering to purchase 1,020,000 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 1,020,000 shares of Class A common stock purchased by the Company were retired, 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 Q1 2026 Offering, certain selling stockholders, consisting of the Company's founders, also sold 5,880,000 shares of Class A common stock. We did not receive any proceeds from the sale of shares by the selling stockholders 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, 2026 and the corresponding periods in 2025 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 our existing pharmacy operations to augment internal organic growth.
During 2025 and 2026, 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, 2026 compared to the corresponding periods in 2025. Acquisition impacts are considered when the beginning of the comparative period precedes the acquisition date.
Inflation Reduction Act
In August 2022, Congress passed the Inflation Reduction Act (the “IRA”), which, among other provisions, introduced significant drug pricing reforms aimed to reduce federal government and beneficiary spending for Medicare Part B and Part D drugs. Key provisions in this legislation include limited authority for regulators to negotiate prices for certain Medicare drugs, caps on beneficiary cost share and maximum out-of-pocket spending, and rebates on manufacturers where drug prices exceed inflation. The Centers for Medicare and Medicaid Services released initial guidance related to the implementation of this program, and has since entered three rounds of the Medicare Drug Price Negotiation Program. In January 2026, the initial ten Part D drugs that were part of IRA negotiations had their negotiated prices go into effect. The reduction in prices to the IRA-impacted drugs affects the comparability of results, specifically for revenue and cost of goods sold, for the three and nine months ended September 30, 2026, which include the impact of the IRA, when compared against the results of the three and nine months ended September 30, 2025, which do not include the impact of the IRA. We expect IRA-related price reductions to continue impacting year-over-year comparability throughout the remainder of 2026.
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, including prescription drug acquisition costs. 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
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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.
Interest expense. Interest expense consists of interest on finance leases.
Other expense (income), net. Other expense (income), net consists primarily of gain (loss) on asset disposals, interest income earned on cash and cash equivalents, including corporate and government debt securities, and certain legal settlements.
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, 2025 and 2026
The following table sets forth our consolidated statements of operations data for the three and nine months ended September 30, 2025 and 2026, 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) | 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||
| Revenues | $ | 377,427 | $ | 371,070 | $ | 1,051,069 | $ | 1,059,433 | |||||||||||||||
| Cost of goods sold | 302,706 | 285,847 | 843,853 | 817,857 | |||||||||||||||||||
| Gross profit | 74,721 | 85,223 | 207,216 | 241,576 | |||||||||||||||||||
| Selling, general, and administrative expenses | 58,367 | 60,160 | 165,277 | 178,194 | |||||||||||||||||||
| Operating income | 16,354 | 25,063 | 41,939 | 63,382 | |||||||||||||||||||
| Other expenses (income): | |||||||||||||||||||||||
| Interest expense | 160 | 177 | 502 | 485 | |||||||||||||||||||
| Other expense (income), net | (437) | (1,091) | (887) | (11,165) | |||||||||||||||||||
| Total other expenses (income) | (277) | (914) | (385) | (10,680) | |||||||||||||||||||
| Income before income taxes | 16,631 | 25,977 | 42,324 | 74,062 | |||||||||||||||||||
| Provision for income taxes | 7,038 | 6,857 | 14,631 | 19,277 | |||||||||||||||||||
| Net income | 9,593 | 19,120 | 27,693 | 54,785 | |||||||||||||||||||
| Less net income (loss) attributable to non-controlling interests | (225) | 440 | (603) | 938 | |||||||||||||||||||
| Net income attributable to Guardian Pharmacy Services, Inc. | $ | 9,818 | $ | 18,680 | $ | 28,296 | $ | 53,847 | |||||||||||||||
Adjusted EBITDA (1) | $ | 27,275 | $ | 33,853 | $ | 75,659 | $ | 93,269 | |||||||||||||||
(1) 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.
Revenues
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | ||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Revenue | $ | 377,427 | $ | 371,070 | (1.7) | % | $ | 1,051,069 | $ | 1,059,433 | 0.8 | % | |||||||||||
Revenue for the three months ended September 30, 2026 decreased by $6.4 million or 1.7% compared to the three months ended September 30, 2025. Excluding the $7.3 million increase in revenue attributable to the Acquisitions, organic revenue decreased by $13.7 million, primarily attributable to pricing decreases as a result of the IRA. Although organic revenue decreased due to IRA price reductions, the number of residents served increased from 204,000 residents during September 2025 to 218,000 residents during
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September 2026 and prescriptions dispensed increased from 7.3 million during the three months ended September 30, 2025 to 8.1 million during the three months ended September 30, 2026.
Revenue for the nine months ended September 30, 2026 increased by $8.4 million or 0.8% compared to the nine months ended September 30, 2025. Excluding the $38.4 million increase in revenue attributable to the Acquisitions, organic revenue decreased by $30.0 million, primarily attributable to pricing decreases as a result of the IRA. Although organic revenue decreased due to IRA price reductions, the number of residents served increased from 204,000 residents during September 2025 to 218,000 residents during September 2026 and prescriptions dispensed increased from 21.0 million during the nine months ended September 30, 2025 to 23.1 million during the nine months ended September 30, 2026.
Cost of goods sold
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | ||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Cost of goods sold | $ | 302,706 | $ | 285,847 | (5.6) | % | $ | 843,853 | $ | 817,857 | (3.1) | % | |||||||||||
| Percentage of revenue | 80.2 | % | 77.0 | % | 80.3 | % | 77.2 | % | |||||||||||||||
Cost of goods sold for the three months ended September 30, 2026 decreased $16.9 million or 5.6% compared to the three months ended September 30, 2025. Excluding the $5.5 million increase in cost of goods sold attributable to the Acquisitions, organic cost of goods sold decreased by $22.4 million, primarily attributable to product cost decreases as a result of the IRA. Cost of goods sold as a percentage of revenue decreased from 80.2% to 77.0% during the three months ended September 30, 2026, primarily due to product cost decreases as a result of the IRA.
Cost of goods sold for the nine months ended September 30, 2026 decreased $26.0 million or 3.1% compared to the nine months ended September 30, 2025. Excluding the $30.6 million increase in cost of goods sold attributable to the Acquisitions, organic cost of goods sold decreased by $56.6 million, primarily attributable to product cost decreases as a result of the IRA. Cost of goods sold as a percentage of revenue decreased from 80.3% to 77.2% during the nine months ended September 30, 2026, primarily due to product cost decreases as a result of the IRA.
Selling, general, and administrative expenses
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | ||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Selling, general, and administrative expenses | $ | 58,367 | $ | 60,160 | 3.1 | % | $ | 165,277 | $ | 178,194 | 7.8 | % | |||||||||||
| Percentage of revenue | 15.5 | % | 16.2 | % | 15.7 | % | 16.8 | % | |||||||||||||||
Selling, general, and administrative expenses increased $1.8 million or 3.1% for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This increase was driven by an increase in expenses due to an increase in average employee headcount, with $1.1 million resulting from organic growth and $0.7 million resulting from the Acquisitions. Selling, general and administrative expenses as a percentage of revenue increased from 15.5% to 16.2% based primarily on selling, general, and administrative expenses increasing at a higher rate than revenue during the three months ended September 30, 2026 as a result of the IRA price reductions.
Selling, general, and administrative expenses increased $12.9 million or 7.8% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was driven by an increase in expenses due to an increase in average employee headcount, with $9.1 million resulting from organic growth and $3.8 million resulting from the Acquisitions. Selling, general, and administrative expenses as a percentage of revenue increased from 15.7% to 16.8% based primarily on selling, general and administrative expenses increasing at a higher rate than revenue during the nine months ended September 30, 2026 as a result of the IRA price reductions.
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Other expense (income), net
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | ||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Other expenses (income), net | $ | (437) | $ | (1,091) | 149.7 | % | $ | (887) | $ | (11,165) | 1,158.7 | % | |||||||||||
| Percentage of revenue | 0.1 | % | 0.3 | % | 0.1 | % | 1.1 | % | |||||||||||||||
Other expenses (income), net increased $0.7 million or 149.7% for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Other expenses (income), net increased $10.3 million or 1,158.7% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was driven by $8.5 million received as a part of a legal settlement related to a payor-reimbursement matter during the nine months ended September 30, 2026. Other expenses (income), net as a percentage of revenue increased from 0.1% to 1.1% based primarily on the settlement described above.
Provision for income taxes
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | ||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Provision for income taxes | $ | 7,038 | $ | 6,857 | (2.6) | % | $ | 14,631 | $ | 19,277 | 31.8 | % | |||||||||||
Income tax expense decreased by $0.2 million for the three months ended September 30, 2026, when compared to the prior year. This decrease is primarily due to certain filing matters relating to the Corporate Reorganization and IPO recognized for the three months ended September 30, 2025, resulting in higher tax expense in that period, offset by an increase in income from operations for the three months ended September 30, 2026.
Income tax expense increased by $4.6 million for the nine months ended September 30, 2026, when compared to the prior year. This increase is primarily due to the increase in income from operations for the period offset by a lower effective tax rate as a result of a decrease in the incremental share-based compensation charge in connection with the Corporate Reorganization and IPO.
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, and Adjusted EPS, which are financial measures not based on any standardized methodology prescribed by GAAP.
We define Adjusted EBITDA as net income before interest expense (income), 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, certain legal and regulatory items, financing-related and other activities, and payor-reimbursement matters.
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, and the income tax impact of the adjustments.
We define Adjusted EPS as Adjusted Net Income divided by the total weighted average of diluted shares for Class A common stock and Class B common stock.
Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS do not have a definition under GAAP, and our definition of Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS may not be the same as, or comparable to, similarly titled measures used by other companies.
We use Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS to better understand and evaluate our core operating performance and trends. We believe that presenting Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS provides useful
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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 Net Income, and Adjusted EPS 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 do not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS do not consider the impact of share-based compensation; and
•Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS 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, and Adjusted EPS 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, and Adjusted EPS alongside other financial measures, including net income, diluted EPS, and our other financial results presented in accordance with GAAP.
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A reconciliation of Adjusted EBITDA to net income and of Adjusted Net Income to Net Income Attributable to Guardian Pharmacy Services, Inc., the most directly comparable GAAP financial measures, are set forth below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2025 | 2026 | 2025 | 2026 | |||||||||||||
| Net income | $ | 9,593 | $ | 19,120 | $ | 27,693 | $ | 54,785 | |||||||||
| Add: | |||||||||||||||||
| Interest expense (income), net | (133) | (813) | (203) | (1,733) | |||||||||||||
| Depreciation and amortization | 5,838 | 5,932 | 16,594 | 17,716 | |||||||||||||
| Provision for income taxes | 7,038 | 6,857 | 14,631 | 19,277 | |||||||||||||
| EBITDA | $ | 22,336 | $ | 31,096 | $ | 58,715 | $ | 90,045 | |||||||||
Share-based compensation (1) | 4,356 | 2,735 | 12,770 | 7,528 | |||||||||||||
Certain legal & other regulatory matters (2) | 435 | 19 | 1,057 | 37 | |||||||||||||
Financing-related and other activities (3) | 110 | — | 1,924 | 873 | |||||||||||||
Payor-reimbursement matters (4) | 38 | 3 | 1,193 | (5,214) | |||||||||||||
| Adjusted EBITDA | $ | 27,275 | $ | 33,853 | $ | 75,659 | $ | 93,269 | |||||||||
| Net income as a percentage of revenue | 2.5 | % | 5.2 | % | 2.6 | % | 5.2 | % | |||||||||
| Adjusted EBITDA as a percentage of revenue | 7.2 | % | 9.1 | % | 7.2 | % | 8.8 | % | |||||||||
| Net Income attributable to Guardian Pharmacy Services, Inc. | $ | 9,818 | $ | 18,680 | $ | 28,296 | $ | 53,847 | |||||||||
Share-based compensation (1) | 4,356 | 2,735 | 12,770 | 7,528 | |||||||||||||
Certain legal & other regulatory matters (2) | 435 | 19 | 1,057 | 37 | |||||||||||||
Financing-related and other activities (3) | 110 | — | 1,924 | 873 | |||||||||||||
Payor-reimbursement matters (4) | 38 | 3 | 1,193 | (5,214) | |||||||||||||
Acquisition-related intangible asset amortization (5) | 978 | 893 | 2,687 | 2,750 | |||||||||||||
Income tax impact of adjustments (6) | (1,759) | (949) | (5,854) | (1,553) | |||||||||||||
Certain tax matters related to Corporate Reorganization and IPO (7) | 1,725 | — | 1,725 | — | |||||||||||||
| Adjusted net income | $ | 15,701 | $ | 21,381 | $ | 43,798 | $ | 58,268 | |||||||||
| Weighted average common shares outstanding used in calculating diluted U.S. GAAP net income per share | 63,432 | 63,916 | 63,180 | 63,813 | |||||||||||||
| Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per share | 63,432 | 63,916 | 63,180 | 63,813 | |||||||||||||
| Diluted EPS | $ | 0.15 | $ | 0.29 | $ | 0.45 | $ | 0.84 | |||||||||
| Adjusted EPS | $ | 0.25 | $ | 0.33 | $ | 0.69 | $ | 0.91 | |||||||||
(1)See Note 8 - Share-based Compensation for further detail on the share-based compensation expense.
(2)Represents non-recurring attorney’s fees, settlement costs and other expenses, and insurance reimbursements related to settlements, associated with certain legal proceedings. The Company excludes such charges and reimbursements, recorded as selling, general, and administrative expenses, 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 included in the three and nine months ended September 30, 2025 and 2026, and costs to transition to a public company included in the three and nine months ended September 30, 2025.
(4)Represents non-recurring settlements, recorded as other income, proceeds received, recorded as revenue, and legal expenses, recorded as selling, general and administrative expenses, associated with payor reimbursement matters.
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Settlements received associated with payor reimbursement matters, recorded as other income, were $0.0 million and $8.5 million during the three and nine months ended September 30, 2026, respectively, and $0.0 million during the three and nine months ended September 30, 2025.
Proceeds received associated with payor reimbursement matters, recorded as revenue, were $0.0 million during the three and nine months ended September 30, 2026, and $1.6 million during the three and nine months ended September 30, 2025.
Legal expenses associated with payor reimbursement matters, recorded as selling, general and administrative expenses, were $0.0 million and $3.2 million during the three and nine months ended September 30, 2026, respectively, and $1.7 million and $2.8 million during the three and nine months ended September 30, 2025, respectively.
On April 21, 2026, the Company executed a mutual release and settlement agreement related to a payor-reimbursement matter. As part of the settlement, the Company received an $8.5 million cash payment, which is recorded in Other expense (income) on the Condensed Consolidated Statement of Operations.
(5)Represents amortization expense associated with the acquisition-related intangible assets, such as customer lists and trademarks.
(6)Represents the income tax impact of non-GAAP adjustments, calculated using the estimated tax rate for the respective non-GAAP adjustment.
(7)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.
Liquidity and Capital Resources
We have historically financed our business and acquisitions primarily through cash from operations and borrowings under our Loan Agreement (as defined below) 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, 2026, we had $119.7 million in Cash and cash equivalents, consisting primarily of demand deposits held with a large regional financial institution, money market funds, and short-term corporate and government debt securities.
On May 21, 2026, the Company entered into the Eighth Amendment (the “Amendment”) to the Third Amended and Restated Loan and Security Agreement dated as of April 23, 2018 (as amended from time to time, the “Loan Agreement”), with Regions Bank. The Loan Agreement provides for both term loan commitments and revolving loan commitments. The Amendment amended the Loan Agreement to, among other things, (i) replace references to Guardian Pharmacy, LLC with the Company as borrower and make certain related modifications to reflect the borrower’s status as a public company, (ii) extend the maturity date of the revolving loan commitments from April 23, 2027 to May 21, 2030 and (iii) permit the Company to add incremental term loans and/or increase the revolving loan commitments thereunder in an aggregate amount not to exceed $40 million. The revolving loan commitment under the Loan Agreement 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 revolving credit facility is $40 million, and the Company has the ability to increase its overall borrowing capacity to $80 million through additional revolving commitments and/or incremental term loans. As of September 30, 2026, the Company was in compliance with all required debt and financial covenants under the Loan Agreement.
As of September 30, 2026, we had no amounts of principal outstanding under any term loan commitments and no borrowings outstanding under any revolving loan commitments.
We believe our existing cash and cash equivalents, expected cash flows provided by our operations, and the amounts available under our Loan Agreement 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.
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Net Cash Flows
For the nine months ended September 30, 2025 and 2026, respectively, our net cash flows provided by / (used in) were as follows:
| (in thousands) | Nine Months Ended September 30, | |||||||||||||
| 2025 | 2026 | |||||||||||||
| Operating activities | $ | 65,655 | $ | 79,457 | ||||||||||
| Investing activities | (27,515) | (19,959) | ||||||||||||
| Financing activities | (6,313) | (5,462) | ||||||||||||
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. 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, 2026 increased $13.8 million compared to the corresponding period in 2025. The increase was primarily due to higher net income, including the impact of $8.5 million of proceeds received in connection with a payor-related legal settlement, and increases in accrued compensation and other operating liabilities, partially offset by an increase in inventories and lower growth in accounts payable when compared with the corresponding period in 2025.
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 capital expenditures relating to our new and existing pharmacy locations and payments related to acquisitions.
Net cash used in investing activities for the nine months ended September 30, 2026 decreased by $7.6 million compared to the corresponding period in 2025. The decrease was primarily due to a $10.3 million decrease in payments for business combinations, partially offset by a $4.4 million increase in payments for asset acquisitions, compared to the corresponding period in 2025.
Financing Activities
Cash flows provided by financing activities consist primarily of sales of our common stock. Cash flows used in financing activities consist primarily of payments of offering costs and principal payments on finance leases.
Net cash used in financing activities for the nine months ended September 30, 2026 decreased by $0.9 million compared to the corresponding period in 2025. The decrease was primarily due to decreases in payments of equity offering costs and contingent payments related to acquisitions, partially offset by increased distributions to non-controlling interests.
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, 2025, 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, 2025.
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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.
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 $119.7 million as of September 30, 2026, which primarily consist of demand deposits held with financial institutions, money market funds, and short-term corporate and government debt securities. 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, 2026.
Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2026, 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 months ended September 30, 2026, 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.
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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 risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, 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 for the year ended December 31, 2025.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
Conversion of Corporate Reorganization Shares
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, 2026, 13,521,396 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 13,521,396 shares of Class A common stock issued upon the above conversions were issued under an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").
Conversion of Other Class B Shares
During the three months ended September 30, 2026, an additional 6,020 shares of the Company’s Class B common stock that were issued as consideration for an acquisition completed during the third quarter of 2025 automatically converted into an equal number of shares of the Company’s Class A common stock. The shares of Class A common stock issued upon conversion were issued under an exemption from registration under Section 3(a)(9) of the Securities Act.
Issuance of Class B Shares
During the three months ended September 30, 2026, we issued and sold 9,967 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. The shares of Class B common stock were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, as the shares were issued in privately negotiated transactions not involving any public offering.
Purchases of Equity Securities by the Issuer or Affiliated Purchasers
None.
ITEM 3. Defaults Upon Senior Securities
None.
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ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
Common Stock Lock-Up Agreements with Certain Holders
As previously disclosed, effective September 10, 2026, the Company entered into lock-up agreements with its founders, executive officers and certain other employees (the “Lock-up Holders”) who hold shares of the Company’s Class A common stock. Pursuant to the lock-up agreements, and subject to certain permitted dispositions, the Lock-up Holders agreed not to sell or transfer any of the shares of Class A common stock held by them without the prior consent of the Company through September 14, 2027. The permitted dispositions under the lock-up agreements include that the Lock-up Holders may sell specified limited percentages of the total number of shares of Class A common stock held by them pursuant to qualified Rule 10b5-1 trading plans. The sales contemplated by the Rule 10b5-1 trading plans described below fall within such permitted dispositions. After giving effect to the shares that may be sold under the Rule 10b5-1 trading plans, approximately 29.9 million shares of Class A common stock held by the lock-up holders remain locked-up through September 14, 2027.
Rule 10b5-1 Plans
During the three months ended September 30, 2026, none of the Company’s directors and officers adopted , modified, or terminated
On August 18, 2026 , David Martin , Senior Vice President, Technology, Data & Senior Security Officer , adopted a Rule 10b5-1 trading plan providing for the potential sale of up to 20,000 shares of Class A common stock, set to expire on November 30, 2027 .
On August 24, 2026 , Will Mudd , Chief Financial Officer , adopted a Rule 10b5-1 trading plan providing for the potential sale of up to 18,500 shares of Class A common stock, set to expire on August 23, 2027 .
On September 9, 2026 , Rich Eakins , Senior Vice President, Sales , adopted a Rule 10b5-1 trading plan providing for the potential sale of up to 25,000 shares of Class A common stock, set to expire on November 30, 2027 .
On September 10, 2026 , Robert Weir , Senior Vice President, Operations & Regulatory Support , adopted a Rule 10b5-1 trading plan providing for the potential sale of up to 18,758 shares of Class A common stock, set to expire on December 31, 2027 .
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ITEM 6. Exhibits
Incorporated by Reference | |||||||||||||||||
Exhibit Number | Description | Form | File Number | Exhibit | Filing Date | ||||||||||||
| 3.1 | 8-K | 001-42284 | 3.1 | 09/30/2024 | |||||||||||||
| 3.2 | 8-K | 001-42284 | 3.2 | 09/30/2024 | |||||||||||||
| 31.1 | |||||||||||||||||
| 31.2 | |||||||||||||||||
| 32.1 | |||||||||||||||||
| 32.2 | |||||||||||||||||
| 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). | ||||||||||||||||
+ Indicates management contract or compensatory plan.
29
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 5, 2026 | By: | /s/ William Mudd | |||||||||
| William Mudd | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
30
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Fred P. Burke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Guardian Pharmacy Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 5, 2026
| /s/ Fred P. Burke | ||
| Fred P. Burke | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William Mudd, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Guardian Pharmacy Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 5, 2026
| /s/ William Mudd | ||
| William Mudd | ||
| Senior Vice President and Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Guardian Pharmacy Services, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Fred P. Burke | |||||||||||
Dated: November 5, 2026 | Fred P. Burke Title: President and Chief Executive Officer | ||||||||||
| (Principal Executive Officer) | |||||||||||
The foregoing certification is furnished and is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not deemed to be incorporated by reference into any filing of Guardian Pharmacy Services, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Guardian Pharmacy Services, Inc. specifically incorporates it by reference.
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Guardian Pharmacy Services, Inc. (the “Company”), do hereby certify, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ William Mudd | |||||||||||
Dated: November 5, 2026 | William Mudd Title: Senior Vice President and Chief Financial Officer | ||||||||||
| (Principal Financial Officer) | |||||||||||
The foregoing certification is furnished and is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not deemed to be incorporated by reference into any filing of Guardian Pharmacy Services, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Guardian Pharmacy Services, Inc. specifically incorporates it by reference.