Guardian Pharmacy Services, Inc. filed a Form 8-K on September 10, 2026, disclosing that it entered into lock-up agreements on that same date with its founders, executive officers, and certain other employees covering approximately 29.9 million shares of Class A common stock.

Key Highlights

  • Lock-up coverage: Approximately 29.9 million shares of Class A common stock held by founders, executive officers, and certain other employees are subject to the lock-up agreements.
  • Share proportion: The locked-up shares represent approximately 81% of the approximately 37 million shares held by all founders, executive officers, and other employees who held shares prior to the initial public offering.
  • Lock-up period: The agreements run from September 10, 2026 through September 14, 2027, subject to limited exceptions and the prior consent of the company.
  • Upcoming conversion: 13,521,396 shares of Class A common stock are set to be issued on September 27, 2026 upon the automatic conversion of the final tranche of Class B common stock issued in the company's September 2024 reorganization.
  • Total shares outstanding: Following the September 27, 2026 conversion, the company will have 63,320,300 shares of Class A common stock outstanding.

Guardian Pharmacy Services Lock-Up Terms and Conversion Details

According to the filing, Guardian Pharmacy Services, Inc. (NYSE:GRDN) entered into lock-up agreements effective September 10, 2026 with what the company described as "its founders, executive officers and certain other employees" -- collectively referred to as the "Lock-Up Holders." The agreements cover approximately 29.9 million shares of Class A common stock, which the company disclosed represent approximately 81% of the approximately 37 million shares of Class A common stock held by all founders, executive officers, and other employees who held shares prior to the company's initial public offering.

The filing states that, subject to limited exceptions, the Lock-Up Holders have agreed not to "offer, sell, distribute or otherwise dispose of or transfer" any of the approximately 29.9 million covered shares without the prior consent of the company during the lock-up period. The lock-up period runs from the date of the agreement, September 10, 2026, through September 14, 2027, according to the filing.

The company also disclosed that 13,521,396 shares of Class A common stock are expected to be issued on September 27, 2026, upon the automatic conversion of the final tranche of Class B common stock originally issued in connection with the company's reorganization in September 2024. The filing noted that following this conversion, the company will have 63,320,300 shares of Class A common stock outstanding. The 8-K was signed by Douglas Towns, Senior Vice President, General Counsel and Senior Compliance Officer.

What Was Disclosed

Guardian Pharmacy Services disclosed the execution of lock-up agreements with founders, executive officers, and certain employees covering approximately 29.9 million Class A shares through September 14, 2027, alongside details of an upcoming Class B-to-Class A share conversion scheduled for September 27, 2026.