Guardian Pharmacy Services, Inc.
For the period ended Dec 31, 2024. Filed Mar 26, 2025.
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FY2024 · Filed Mar 26, 2025
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Item 9B. Other Information
| Item 9B. | Other Information. |
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Class A Common Stock Lock-Up Agreements with Certain Holders
Pursuant to the Company’s Amended and Restated Certificate of Incorporation, on March 28, 2025, 13,519,946 shares of issued and outstanding shares of the Company’s Class B common stock will automatically convert , in accordance with the terms of such class and without any further action by the holder or the Company, into an equal number of shares of the Company’s Class A common stock. The 13,519,946 shares of Class A common stock being issued upon such conversion (the “Conversion Class A Shares”) will upon issuance become tradable in accordance with applicable securities laws, rules and regulations, including Rule 144 of the Securities Act of 1933. In connection with such upcoming conversion, effective as of March 25, 2025, the Company has entered into lock-up agreements with holders of approximately 97% of the Conversion Class A Shares (the “Lock-Up Holders”), pursuant to which the holders have agreed that during the period from March 28, 2025 through June 30, 2025 (the “Lock-Up Period”), the Lock-Up Holders will not offer, sell, distribute or otherwise dispose of or transfer any Conversion Class A Shares (and any other shares of common stock held by them) without the prior written consent of the Company. The Lock-Up Period with respect to any Lock-Up Holder may be extended by mutual written agreement of the Company and the respective Lock-Up Holder.
Rule 10b5-1 Plans
During the quarter ended December 31, 2024, none of the Company’s directors and officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.
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