Guardian Pharmacy Services Prices Underwritten Public Offering of Class A Common Stock

Guardian Pharmacy Services (NYSE: GRDN) priced its public offering of 7.5 million Class A shares at $21.00 each, including 6.06 million shares from existing stockholders and 1.44 million new shares. Proceeds from new shares will repurchase 1.44 million converted Class B shares, preventing net dilution. Raymond James leads underwriting with a 30-day option for 1.13 million additional shares. The SEC-approved offering, effective May 22, supports Guardian’s strategy to balance capital allocation while serving long-term care facilities in 38 states.

05/22/2025 – 11:15 PM

ATLANTA–(BUSINESS WIRE)–Guardian Pharmacy Services, Inc. (NYSE: GRDN) unveiled pricing details for its heavily anticipated public offering of 7.5 million shares of Class A common stock late Thursday, marking a strategic move to balance shareholder interests amid evolving market conditions. Priced at $21.00 per share, the offering comprises 6.06 million shares sold by existing stockholders and 1.44 million new shares issued by the company in a structured “synthetic secondary” transaction designed to mitigate dilution.

In a nuanced financial maneuver, Guardian clarified that proceeds from its portion of the offering will be used to repurchase an equivalent 1.44 million shares from select investors at the offering price, adjusted for underwriting fees. This equilibrium-driven approach ensures no net increase in outstanding shares post-transaction, reflecting the company’s discipline in capital allocation. The repurchased shares stem from Class B stock converted during Guardian’s 2024 corporate reorganization. Completion of the share buyback is contingent on the offering’s closure by May 27, with a two-day execution window afterward.

Raymond James leads the underwriting syndicate as bookrunner, supported by Stephens Inc. and Truist Securities. The deal also includes a 30-day option for underwriters to acquire up to 1.13 million additional shares, further underscoring Wall Street’s confidence in the pharmacy services provider’s market position.

The SEC greenlit the offering via an effective Form S-1 registration statement on May 22. While prospectus distribution details were omitted in compliance with regulatory standards, the filing reinforces Guardian’s adherence to transparency protocols. The company emphasized that the announcement does not constitute a formal solicitation, with all transactions adhering to federal securities laws.

About Guardian Pharmacy Services

As a leader in long-term care pharmacy solutions, Guardian leverages advanced technology to optimize medication management for approximately 189,000 residents across 7,000 facilities in 38 states. Its platform targets cost reduction and clinical outcome improvements through precision prescription services—a critical differentiator in the $50B+ senior care sector.

Forward-Looking Statements

This release contains forward-looking statements regarding the offering’s timeline, execution, and strategic objectives. Risks include market volatility and regulatory hurdles, as detailed in the company’s 2024 10-K filing and latest S-1 registration. Guardian disclaims obligation to update statements post-publication, per standard securities law provisions.

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