Guardian Pharmacy Services, Inc.

As filed with the Securities and Exchange Commission on May 20, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GUARDIAN PHARMACY SERVICES, INC.

(Exact name of registrant as specified in its charter)

00 Galleria Parkway SE

Suite 800

Atlanta, Georgia 30339

(404)

810-0089

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Fred P. Burke

President and Chief Executive Officer

Guardian Pharmacy Services, Inc.

300 Galleria Parkway SE

Suite 800

Atlanta, Georgia 30339

(404)

810-0089

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Securities Exchange Act of 1934.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion Preliminary Prospectus Dated May 20, 2025

P R O S P E C T U S

7,500,000 Shares

Class A Common Stock

Guardian Pharmacy Services, Inc. (“Guardian”, the “Company,” “we,” “us,” or “our”) is offering 1,440,447 shares of its Class A common stock. The selling stockholders identified in this prospectus, consisting of our founders (the “Guardian Founders”), are offering 6,059,553 shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders in this offering.

We intend to use the net proceeds to us from the sale of shares of Class A common stock in this offering to purchase, in a “synthetic secondary” transaction (the “Synthetic Secondary”), 1,440,447 outstanding shares of 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 (as further described herein), at a purchase price per share equal to the public offering price in this offering, less the underwriting discount. Following our purchase of shares of Class A common stock in connection with the Synthetic Secondary, we do not expect to have any remaining net proceeds from this offering. See “Use of Proceeds.”

We have two classes of common stock outstanding: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except for certain transfer restrictions and conversion terms applicable to Class B common stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our stockholders generally.

Immediately following the completion of this offering and the Synthetic Secondary, we expect that the Guardian Founders will, pursuant to the Stockholders’ Agreement, control approximately 57% of the voting power of shares eligible to vote in the election of our directors (assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock). As a result, we expect Guardian will continue to qualify as a “controlled company” within the meaning of the corporate governance rules of the New York Stock Exchange (“NYSE”). See “Management—Director Independence and Controlled Company Status.”

Guardian’s Class A common stock is listed on the NYSE under the symbol “GRDN.” On May 19, 2025, the last sale price of Guardian’s Class A common stock as reported on the NYSE was $26.52 per share.

Guardian is an “emerging growth company” as defined under the federal securities laws and, as such, Guardian has elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings.

Investing in Guardian’s Class A common stock involves risks. See “Risk Factors” beginning on page 22.

The underwriters may also exercise their option to purchase up to an additional 1,125,000 shares of Class A common stock from the Guardian Founders, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about , 2025.

Raymond James

The date of this prospectus is , 2025

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or contained in any free writing prospectus that we have filed with the Securities and Exchange Commission (the “SEC”). Neither we, the selling stockholders nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

We and the selling stockholders are offering to sell, and seeking offers to buy, our Class A common stock only in jurisdictions where such offers and sales are permitted. For investors outside the United States, neither we, the selling stockholders nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside the United States who come into possession of this prospectus and any free writing prospectus related to this offering are required to inform themselves about, and to observe any restrictions related to, the offering of the shares of our Class A common stock and the distribution of this prospectus and any such free writing prospectus outside of the United States.

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