1、2025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm1/195As filed with the Securities and Exchange Commission on May 20,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1REGISTRATION STATEMENTUNDERTHE SE

2、CURITIES ACT OF 1933 GUARDIAN PHARMACY SERVICES,INC.(Exact name of registrant as specified in its charter)Delaware 5912 87-3627139(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)300 Galleria Park

3、way SESuite 800Atlanta,Georgia 30339(404)810-0089(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Fred P.BurkePresident and Chief Executive OfficerGuardian Pharmacy Services,Inc.300 Galleria Parkway SESuite 800Atlanta,Georgia 30339(404)8

4、10-0089(Name,address,including zip code,and telephone number,including area code,of agent for service)COPIES TO:Mark L.Hanson,Esq.Jones Day1221 Peachtree Street NE,Suite 400Atlanta,Georgia 30361(404)521-3939 Anna T.Pinedo,Esq.Mayer Brown LLP1221 Avenue of the AmericasNew York,New York 10020-1001(212

5、)506-2500 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

6、 of 1933,check the followingbox.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 Actregistration statement number of the earlier effective registration statement for the same

7、 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 ofthe earlier effective registration statement for the same offering.If this Form is a post-effective amendment

8、 filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated file

9、r,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.Large accelerated filer Accelerated fil

10、er 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 financialaccounting standards provided pursuant to Section 7(a

11、)(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 amendmentwhich specifically states that this registration statement shall thereafter become effective

12、in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255

13、/000119312525123149/d942275ds1.htm2/1952025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm3/195The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with

14、 the Securities andExchange 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 theoffer or sale is not permitted.Subject to Completion Preliminary Prospectus Dated May 20,2025P R O

15、S P E C T U S7,500,000 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 inthis prospectus,consisting of our founders(the“Guardian Founders”),are offering

16、6,059,553 shares of Class A common stock.We will not receive any proceeds from the sale of shares by theselling 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“

17、SyntheticSecondary”),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 withour Corporate Reorganization(as further described herein),at a purchase price per share equal to the public o

18、ffering price in this offering,less the underwriting discount.Following ourpurchase 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

19、:Class A common stock and Class B common stock.The rights of the holders of Class A common stock and Class B common stockare 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

20、 itsholder 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,controlapproximately 57%of the voting power of shares eligi

21、ble to vote in the election of our directors(assuming no exercise of the underwriters option to purchase additional shares of Class Acommon 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 Stoc

22、k Exchange(“NYSE”).See“ManagementDirector Independence and Controlled Company Status.”Guardians Class A common stock is listed on the NYSE under the symbol“GRDN.”On May 19,2025,the last sale price of Guardians Class A common stock as reported on theNYSE was$26.52 per share.Guardian is an“emerging gr

23、owth company”as defined under the federal securities laws and,as such,Guardian has elected to comply with certain reducedpublic company reporting requirements for this prospectus and may elect to do so in future filings.Investing in Guardians Class A common stock involves risks.See“Risk Factors”begi

24、nning on page 22.PerShare Total Public offering price$Underwriting discount$Proceeds,before expenses,to Guardian$Proceeds,before expenses,to the selling stockholders$The underwriters may also exercise their option to purchase up to an additional 1,125,000 shares of Class A common stock from the Guar

25、dian 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 orco

26、mplete.Any representation to the contrary is a criminal offense.The shares will be ready for delivery on or about,2025.Raymond James Stephens Inc.Truist SecuritiesThe date of this prospectus is,20252025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm4/19

27、52025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm5/195TABLE OF CONTENTS About this Prospectus ii Prospectus Summary 1 Risk Factors 22 Special Note Regarding Forward-Looking Statements 42 Use of Proceeds 44 Dividend Policy 45 Capitalization 46 Managem

28、ents Discussion and Analysis of Financial Condition and Results of Operations 47 Business 60 Management 91 Executive Compensation 99 Director Compensation 104 Certain Relationships and Related Party Transactions 106 Principal and Selling Stockholders 107 Description of Capital Stock 110 Shares Eligi

29、ble for Future Sale 116 Material U.S.Federal Income Tax Considerations for Non-U.S.Holders 118 Underwriting 123 Legal Matters 127 Experts 127 Where You Can Find More Information 127 Index To Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus or

30、 contained in any free writing prospectus that we have filed withthe Securities and Exchange Commission(the“SEC”).Neither we,the selling stockholders nor the underwriters have authorized anyone toprovide any information or to make any representations other than those contained in this prospectus or

31、in any free writing prospectusesprepared 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 offe

32、r to sell only theClass A common stock offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.The information containedin 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 s

33、tock.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 offersand sales are permitted.For investors outside the

34、United States,neither we,the selling stockholders nor the underwriters have done anything that wouldpermit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than the UnitedStates.Persons outside the United States who co

35、me into possession of this prospectus and any free writing prospectus related to this offering arerequired to inform themselves about,and to observe any restrictions related to,the offering of the shares of our Class A common stock and thedistribution of this prospectus and any such free writing pro

36、spectus outside of the United States.i2025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm6/195ABOUT THIS PROSPECTUSBasis of PresentationAs used in this prospectus,unless otherwise indicated or the context otherwise requires,references to“we,”“us,”“our,”

37、“Guardian,”the“Company”or similar terms refer to Guardian Pharmacy Services,Inc.References to our certificate of incorporation and bylaws refer to our amendedand restated certificate of incorporation and amended and restated bylaws.Statements regarding the number of residents we served as of a given

38、 datereflect the number of residents served during the last month of the period ending on such date.Industry and Market DataUnless otherwise indicated,information contained in this prospectus concerning our industry and the markets in which we operate,including ourgeneral expectations,market positio

39、n and market opportunity,is based on our managements estimates and research,as well as industry and generalpublications and research,surveys and studies conducted by third parties.Our managements estimates are derived from publicly available information,their knowledge of our industry and their assu

40、mptions based on such information and knowledge,which we believe to be reasonable.While we believethe industry,market and competitive position data included in this prospectus is reliable and based on reasonable assumptions,we have notindependently verified data from third-party sources.This data in

41、volves a number of assumptions and limitations which are necessarily subject to a highdegree of uncertainty and risk due to a variety of factors,including those described in“Risk Factors.”These and other factors could cause results todiffer materially from those expressed in the estimates made by th

42、e third parties and by us.Trademarks,Service Marks and Trade NamesThis prospectus includes references to trademarks,service marks and trade names that we use in connection with the operation of our business,including without limitation,Guardian Pharmacy,Guardian Pharmacy Services,GuardianShield,Guar

43、dian Compass and our logos,which are ourproperty and are protected under applicable intellectual property laws.This prospectus also may contain trademarks,service marks and trade names ofother companies,which are the property of their respective owners.Solely for convenience,the trademarks,service m

44、arks and trade names referred to inthis prospectus are referred to without the TM,SM and symbols,but such references should not be construed as any indicator that their respectiveowners will not assert,to the fullest extent under applicable law,their rights thereto.ii2025/5/21 15:49S-1https:/www.sec

45、.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm7/195PROSPECTUS SUMMARYThis summary highlights selected information contained elsewhere in this prospectus.This summary does not contain all the information thatyou should consider before deciding to invest in our Class A common stock

46、.You should read this entire prospectus carefully,including the sectionstitled“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations”and“Business,”as well as ourhistorical consolidated financial statements and the related notes thereto included elsewhere

47、 in this prospectus,before making an investmentdecision.OverviewWe are a leading,highly differentiated pharmacy services company that provides an extensive suite of technology-enabled services designedto help residents of long-term health care facilities(“LTCFs”)adhere to their appropriate drug regi

48、men,which in turn helps reduce the cost of careand improve clinical outcomes.We emphasize high-touch,individualized clinical,drug dispensing and administration capabilities that are tailoredto serve the needs of residents in historically lower acuity LTCFs,such as assisted living facilities(“ALFs”),

49、and behavioral health facilities andgroup homes(collectively“BHFs”).More than two-thirds of our annual revenue for each of the past three years has been generated from residentsof ALFs and BHFs,which are our target markets,while the remainder has been generated primarily from residents of skilled nu

50、rsing facilities(“SNFs”).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 lowerove

51、rall healthcare costs.As of March 31,2025,our 51 pharmacies served approximately 189,000 residents in approximately 7,000 LTCFs across38 states.Within the U.S.LTCF market,we believe the ALF and BHF sectors present the most attractive opportunity and have the highest growthpotential for our business.

52、Certain characteristics of ALFs and BHFs,which are not typical of SNFs,create additional challenges and complexitiesfor pharmacy service providers that Guardian is well suited to address.First,residents at ALFs are typically on a variety of different pharmacybenefit plans,each with a distinct formul

53、ary and reimbursement process,covering their complex drug regimens.Second,ALFs often lack staff withformal clinical training and usually do not have an on-site medical director or full-time nurse.Because residents of ALFs rely on off-site physiciansto oversee and monitor their health conditions,ther

54、e is an increased need for coordination among ALF operators,each residents physicians andpharmacy service providers.Third,residents in these facilities have the right to choose their own pharmacy,which often leads to multiple pharmacyservice providers serving a single ALF.These characteristics are a

55、lso typical of most BHFs.We believe that we enjoy a strong competitive position as a large and purpose-built provider of pharmacy services to ALFs and BHFs.Guardian offers a variety of services that we believe address the challenges that ALFs and BHFs face,and differentiate us from our competitors,p

56、roviding residents,LTCFs and health plan payors with a compelling value proposition.Our centralized corporate support capabilities empower ourlocal pharmacy operators to offer an extensive suite of high-touch,individualized,consultative pharmacy services,using a portfolio of proprietarydata analytic

57、s systems and technology designed to help ensure that the right dose of the right medication is provided to the right resident at the righttime.Examples of our specialized services include:Assisting residents in optimizing pharmacy benefit plan coverage of their medication by coordinating formulary

58、interchanges withresidents physicians;12025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm8/195 Proactively analyzing potential adverse drug interactions and managing potential risks in medication administration;Providing robotic dispensing and customiz

59、ed compliance solutions,organized by resident and time of administration;Integrating a residents drug regimen with the LTCFs Electronic Medication Administration Records(“EMARs”)to help ensureadherence;Providing training for LTCF caregivers to help them administer medications to residents more safel

60、y,efficiently and cost-effectively;Partnering with LTCF operators to increase the number of residents using our services at each facility we serve,which we refer to as“resident adoption,”in order to streamline drug administration and minimize medication management risk;Conducting mock audits of LTCF

61、s to monitor compliance with drug administration and government regulation;and Reviewing periodically the drug regimen for each resident by consulting pharmacists.Our Financial Performance and GrowthWe have achieved significant and consistent growth since 2004 when we entered the ALF market with our

62、 first pharmacy in Phoenix,Arizona.As of March 31,2025,we own 51 pharmacies and serve residents located in 38 states.22025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm9/195Our revenue for the year ended December 31,2024 was$1.228 billion,compared to$1

63、.046 billion for the year ended December 31,2023,our net income(loss)for the year ended December 31,2024 was$(71.0)million,compared to$37.7 million for the year ended December 31,2023,and our adjusted earnings before interest,taxes,depreciation and amortization(“Adjusted EBITDA”)for the year ended D

64、ecember 31,2024 was$90.8 million,compared to$76.2 million for the year ended December 31,2023.In addition,our operating results for the three months endedMarch 31,2025 continued our strong track record of growth,with revenue of$329.3 million,net income of$9.3 million,Adjusted EBITDA of$23.4 million

65、and residents served of approximately 189,000.See“Prospectus SummarySummary Historical Consolidated Financial and OtherDataAdjusted EBITDA and Other Non-GAAP Financial Measures”for more information and for a reconciliation of Adjusted EBITDA to netincome,the most directly comparable financial measur

66、e calculated and presented in accordance with U.S.generally accepted accounting principles(“GAAP”).On September 27,2024,we consummated our initial public offering(“IPO”)of 8,000,000 shares of our Class A common stock.Also onSeptember 27,2024,the underwriters for the IPO exercised in full their optio

67、n to purchase an additional 1,200,000 shares of Class A commonstock.The 9,200,000 shares were issued at a public offering price of$14.00 per share,resulting in net proceeds to us of$119.8 million,afterdeducting underwriting discounts of$9.0 million.As of March 31,2025,we have modest leverage with de

68、bt of$7.7 million.We have longbelieved in promoting employee ownership,and immediately prior to this offering,we have approximately 205 existing employee owners who areholders of our Class B common stock.Shares of our Class B common stock are subject to certain extended transfer restrictions.See“Des

69、cription ofCapital StockGeneralTransfer Restrictions and Conversion of Class B Common Stock.”Our Workflow Lifecycle and Pharmacy SupportThrough our locally-based pharmacies,we utilize a complex,technology-enabled platform to manage the dispensing and administration ofprescriptions to residents of LT

70、CFs over the full prescription lifecycle in order to manage medication risk.32025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm10/195The scale of our business has enabled us to make significant investments to equip our pharmacies with dynamic technolog

71、ies designed todrive superior operational efficiencies in pharmacy workflow management.Key areas of investment include logistics management,revenue cyclemanagement,automated robotic dispensing technology,compliance packaging,pharmacy workflow software,EMAR integration capabilities,cybersecurity infr

72、astructure and disaster recovery business continuity.Our strategic approach is to provide centralized corporate support to our local pharmacy operators,including revenue cycle management,dataanalytics,IT operations,financial oversight and analysis,capital management,leadership support and training,p

73、urchasing power,legal andregulatory support and human capital management and recruiting.We believe this approach allows us to benefit from local touch and customer-centric decision making,thereby enhancing our ability to manage local,regional and national account relationships,improve resident adopt

74、ion ratesin individual facilities and help ensure drug regimen adherence.Leveraging Our Data Warehouse to Deliver InsightsOur business model is supported by our proprietary centralized data warehouse,which facilitates the delivery of our technology-enabledservices to LTCFs and their residents.Our da

75、ta warehouse collects and consolidates extensive data related to pharmacy operating systems,purchasing and inventory management,finance and business planning,pharmacy benefit plan reimbursement,sales and customer relationshipmanagement,human resources and payroll,and banking.Information is analyzed

76、and interpreted on a daily or real-time basis and reports,dashboards and analytics are available to team members throughout Guardian.We use these analytics and associated metrics to proactively planand manage our business.We have been investing in and improving our technology-enabled data warehouse

77、and metric-driven approach for over10 years and believe that as it continues to evolve,it represents a key competitive advantage of Guardian.Our Guardian Compass platform offers insights to enhance efficiencies for our pharmacies,including proprietary real-time operationaldashboards and metrics.Our

78、suite of GuardianShield products offers customer and clinical services that benefit both the residents we serve andtheir caregivers.42025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm11/195Below are select examples of the insights and analytics we are

79、able to produce from our GuardianShield platform for the three months endedMarch 31,2025 on a Company-wide basis.52025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm12/195Our Market OpportunityWe believe we have an attractive market opportunity for cont

80、inued growth.IBISWorld,an independent publisher of industry research reports,estimated that U.S.institutional pharmacy market revenues for 2024 was approximately$24.8 billion.The U.S.institutional pharmacy market iscomprised of pharmacies that provide a range of distribution and drug administration

81、services to residents of nursing homes and other healthcareenvironments that do not have on-site pharmacies.The Centers for Medicare&Medicaid Services(“CMS”)mandates rules and service capabilitiesto qualify for participation as a Part D Network LTC Pharmacy(“Part D NLTCP”)provider,as differentiated

82、from traditional Part D andcommercial reimbursement.CMS designates an institutional level of care as a“distinct pharmacy setting”and requires payors to compensatedesignated long-term care pharmacies for the specific services they are required to provide to LTCF residents.In addition,CMS requires tha

83、tpayors maintain network adequacy to serve LTCF residents.This LTCF institutional pharmacy market is currently served by Guardian,two nationalpharmacy services providers historically focused on serving the needs of SNFs,several regional providers,and over 1,200 independent pharmacies.Industry resear

84、ch indicates that revenues in our target market,the U.S.ALF industry,are projected to have a CAGR of more than 5%from2023 to 2030.Of the more than 800,000 residents residing in ALFs in the United States,we serve approximately 127,000,with the remainder of theresidents we serve residing in other type

85、s of LTCFs.We believe that our existing market share,the size of our market opportunity,our strategicapproach to high-touch,individualized services and favorable market dynamics provides us with a significant opportunity for future growth.We believe that in long-term care settings,proper coordinatio

86、n of drug administration is critical to managing the overall health and wellbeingof residents.Residents of LTCFs can be at high risk for adverse drug events given the complex mix of medications prescribed by the variousphysicians responsible for their care.Lapses in care or incorrect drug administra

87、tion can result in serious adverse drug events,which can in turnresult in hospitalization and have significant implications on both quality and duration of life,in addition to the overall cost of healthcare.In comparison to historically higher acuity settings such as SNFs,ALFs in particular face cha

88、llenges in the pharmacy administration lifecycle.ALFs were initially conceived of as senior living facilities providing stimulation,hospitality and community for elderly individuals who no longerdesired,or were capable of,independent living.However,over time,these facilities have expanded their serv

89、ices to increasingly address the healthneeds of an ever-growing number of older and higher acuity residents who need assistance with medical care and activities of daily living.62025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm13/195With increasing le

90、vels of acuity,ALF residents today require greater assistance in maintaining their drug regimens,and consistency andaccuracy in drug administration is now a key service that ALFs provide to their residents.There are several specific ongoing industry trends that webelieve will continue to drive the i

91、ncreased need for ALFs,as well as BHFs,to act as caregivers,and in turn help drive demand for the associatedand critical pharmacy services that we provide:Aging demographics and increases in the number of assisted living residents;Increasing median ages of ALF residents,requiring greater emphasis on

92、 healthcare delivery and associated coordination of complex drugregimens;Improving life expectancy and enhanced quality of care,which increases duration and acuity of treatment required for residents inhistorically lower acuity settings like ALFs and BHFs;and Highly fragile population of individuals

93、 with behavioral health needs at BHFs.We believe our services help to enhance drug regimen adherence,reduce costs of care and improve clinical outcomes.According to PublicHealth Reports,the official journal of the Office of the U.S.Surgeon General and the U.S.Public Health Service,up to$300 billion

94、of avoidablehealth care costs can be attributed to non-adherence to prescription protocols annually.According to the National Council for Mental Wellbeing,every dollar spent on medication adherence could save$4 to$7 in overall treatment costs.In addition,formulary choice and compliance byresidents c

95、an save significant expense.Our Growth StrategyOur core growth strategy is focused on increasing the number of residents we serve.Historically,this has been driven by both organic growthand acquired growth.Organic growth represents the increase in the number of residents served at existing locations

96、,start-up greenfield locationsand acquired locations subsequent to the acquisition date.72025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm14/195The four key pillars that we expect to continue to drive our growth are(1)additions of new residents,(2)inc

97、reased adoption in currentfacilities,(3)expansion through greenfield start-ups(each of which are organic drivers)and(4)forging new partnerships in additional territoriesthrough acquisitions.Increase number of ALF accounts we serve.Our sales teams actively engage in marketing efforts to build relatio

98、nships with local,regional and national ALFs and BHFs.Our local ALFtarget customers typically operate a single ALF or a small number of ALFs but are generally characterized by their focus on a specific local area.Conversely,large multi-location ALFs operate with a regional or national footprint.We c

99、urrently serve facilities operated by Brookdale SeniorLiving,Life Care Services,Sunrise Senior Living and numerous other regional and national providers.We believe that our customer-orientedbusiness model,which is able to serve large numbers of residents across geographic regions,provides a competit

100、ive advantage as we continue todevelop and expand relationships with ALF operators.In particular,we believe there are significant opportunities to expand our business servinglocal,regional and national ALF accounts.Our ability to contract and grow our business with new,and existing,large,multi-locat

101、ion accounts is illustrated by our more than doublingthe number of residents we served at large,multi-location accounts from approximately 15,000 residents beginning in 2018 to approximately40,000 residents as of March 31,2025.As we continue to build out our national footprint,we believe we are an i

102、ncreasingly attractive provider toALF operators that value our services and approach,but prefer a vendor with a broad geographic reach.Increase resident adoption of our services in ALF accounts.We measure,analyze and track resident adoption rates at each ALF we serve.Each of our pharmacies has a ded

103、icated management teamfocused on increasing our resident adoption through targeted marketing efforts,leveraging internally generated data,and demonstrating our valueproposition to ALFs,residents and caregivers.Through our direct marketing efforts to ALFs 82025/5/21 15:49S-1https:/www.sec.gov/Archive

104、s/edgar/data/1802255/000119312525123149/d942275ds1.htm15/195and residents,we have achieved a resident adoption rate of 88%at ALFs we serve as of March 31,2025.We believe our success in increasingresident adoption is one of our key strengths.Ongoing geographic expansion.For both our acquisition progr

105、am and our greenfield initiatives,we focus on expanding our market share and increasing profitability throughstrategic evaluation and implementation of opportunities to acquire and build out new pharmacies in existing and underserved markets.Our geographic expansion to date has relied on a two-prong

106、ed business development strategy comprised of(1)finding qualified localpharmacy operators to partner with and(2)growing with our existing pharmacy operators into new markets.Once we have identified a new partner,we seek to either acquire their pharmacy or develop a startup pharmacy with them.In addi

107、tion,we seek to grow into new markets with our existingpharmacy partners through acquisitions or startups.Upon acquisition,we are typically able to significantly enhance the profitability and margin of the acquired pharmacy by implementing ourIT services and leveraging our purchasing,revenue cycle m

108、anagement and national sales capabilities.These synergies are often substantiallyrealized over a 36-month period from acquisition and represent a substantial opportunity for us and our acquired pharmacy partners.We havecompleted 32 acquisitions since inception.Based on prescription volume informatio

109、n reported by NIC MAP Vision(“NIC MAP”)for ALFs and memory care facilities(“ALF/MC”)asof December 31,2024,we believe we are the largest LTCF pharmacy in the United States in terms of market share serving ALF/MC,with anapproximate 12.6%market share nationally.Of our 39 pharmacies that have been opera

110、ting for at least four years,and based on NIC MAPprescription volume data,32 Guardian pharmacies have achieved market share leadership in the metropolitan statistical areas(“MSAs”)that theyserve(“ALF/MC market share”),35 have achieved a 20%or greater ALF/MC market share,and 13 have achieved a 30%or

111、greater ALF/MCmarket share.In addition,we believe we currently have in excess of 10%ALF/MC market share in 24 states and in excess of 25%ALF/MC marketshare in 11 states.We believe our growth strategy and operational focus position us to capture additional market share and believe that our totaladdre

112、ssable market gives us the opportunity for significant further growth.We intend to continue executing on our growth strategy by seeking to acquire existing pharmacies and partner with our local pharmacyoperators to open greenfield start-up pharmacies.We anticipate that we may structure these acquisi

113、tions and greenfield start-ups in a manner similarto our business development strategy prior to our IPO,in which we typically acquire majority interests in the pharmacies.Typically,the seller of apharmacy we acquire will retain,and the operating partner for a greenfield start-up pharmacy will purcha

114、se or be issued,a minority equity interestin the pharmacy.We expect that within three to five years after acquisition or start-up of a pharmacy,we would purchase those minority interestsand become the sole owner of the pharmacy.We believe this business development model makes Guardian an attractive

115、partner to pharmacyowners and operators considering sale alternatives and start-up opportunities,and incentivizes those partners,and the subsidiary pharmacyemployees to whom incentive equity interests in the pharmacy may be issued,to promote the subsidiary pharmacys growth and adoption of ourproven

116、operating strategies as we complete full integration and ownership of the pharmacy.By empowering local management,we believe thisstructure also fosters 92025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm16/195entrepreneurial practices consistent with t

117、hose that have contributed to our successful organic growth.For more information,see“BusinessOurGrowth Strategy.”In addition,we believe our investments in human capital,technology,and service capabilities position us to continue to pursue rapidinnovation and potentially expand our business as a heal

118、th care service provider in the post-acute care sector.While to date we have primarilyfocused on serving the LTCF markets,we recognize the continued evolution of healthcare delivery in which alternate sites of care are increasinglyrelevant.For example,we believe that our core capabilities and value

119、proposition are applicable to the large and expanding Intellectual andDevelopmental Disabilities(“IDD”),hospice and Program of All-Inclusive Care for the Elderly(“PACE)end markets.We have test initiativesongoing in these adjacent markets to identify and pursue potential expansion opportunities.Guard

120、ian Pharmacy Locations Our Experienced Management TeamWe have an exceptional leadership team,both at the corporate and local levels,with a proven history of industry leadership and operationalexcellence.Highly experienced and entrepreneurial executive leadership.We are led by highly experienced and

121、entrepreneurial executive officers,each of whom has more than 30 years of experience founding and leading successful companies in the pharmacy industry.Prior to ourinception,Fred Burke,our President and Chief Executive Officer,David Morris,our Executive Vice President and Chief FinancialOfficer,and

122、Kendall Forbes,our Executive Vice President of Sales&Operations,began working together in 1993 on a previouspharmacy venture that was acquired by Bindley Western Industries(“Bindley Western”)in 1999.102025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm1

123、7/195 Experienced local pharmacy leadership teams.We have strong management teams in place at the local level,with the majority of localpharmacy presidents having been in their positions for over a decade.The importance and strength of our local leadership washighlighted during the COVID-19 pandemic

124、 as local management teams were empowered to make decisions in real-time that werespecific to the evolving pandemic-driven conditions and regulations in their markets,in order to maintain our high service levels for ourcustomers and residents.Strong corporate support group.We are supported by a team

125、 of more than 120 corporate employees who collectively bring deepexperience in relevant areas such as technology,pharmacy operations,supply chain,data analytics,legal,regulatory/compliance,revenuecycle management and network contracting,purchasing,sales and marketing,real estate,human resources,lead

126、ership development andfinance.Support from a sophisticated group of investors.We have been supported by Bindley Capital Partners,LLC,a private investment firm ledby William Bindley,who serves as our Chairman of the Board and has provided significant strategic leadership.Mr.Bindley,a pioneer inthe he

127、althcare services industry,was the founder,chairman and chief executive officer of Bindley Western,a pharmaceutical distributionand services company acquired by Cardinal Health,Inc.for$2.1 billion in 2001.He also served as an executive and the chairman ofPriority Healthcare Corporation,a specialty p

128、harmacy services company that was spun-off from Bindley Western in 1998 and acquiredby Express Scripts,Inc.for$1.3 billion in 2005.In addition,Cardinal Equity Partners,along with Fred Burke,David Morris and KendallForbes,have made significant capital investments in Guardian.Collectively,this group o

129、f investors has extensive experience andexpertise in the healthcare services industry.Risks Associated with Our BusinessOur business is subject to numerous risks,as more fully described in the section titled“Risk Factors”immediately following this prospectussummary.You should carefully consider all

130、of the risks discussed in the“Risk Factors”section before investing in our Class A common stock.These risks include,among others:We face intense competition in our markets,which could negatively impact our business and significantly limit our growth;Our prescription volumes may decline,and our opera

131、ting results may be negatively impacted,if products are withdrawn from the marketor if increased safety risk profiles of specific drugs result in utilization decreases;If we lose relationships with one or more pharmaceutical wholesalers or key manufacturers,or if such wholesalers or manufacturersref

132、use to extend our relationships on the same or similar terms,our business and financial results could be materially and adverselyaffected;Our operating results may suffer if we fail to maintain certain relationships and contracts with LTCFs we serve;The COVID-19 pandemic negatively impacted LTCFs an

133、d harmed our business.Another similar public health crisis,outbreak ofinfectious disease or national emergency could also have a negative impact on our business;112025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm18/195 The impact of ongoing healthcare

134、 reform efforts on our business cannot accurately be predicted;Continuing government and private efforts to lower pharmaceutical costs,including by limiting reimbursements,may adversely impactour profitability,results of operations and financial condition;Our operations are subject to extensive gove

135、rnmental regulation and oversight,and our failure to comply with applicable requirementscould harm our business;Further modifications to the Medicare Part D program may reduce our revenue and impose additional costs to our industry,which couldadversely affect our operating results;We are highly depe

136、ndent on our senior management team,our local pharmacy management teams and our pharmacy professionals,andthe loss of key personnel could cause our business to suffer;We could be adversely affected by product liability,product recall,personal injury or other health and safety issues,including as a r

137、esultof errors in the dispensing and packaging of pharmaceuticals;Supply chain and other manufacturing disruptions or trade policies related to the pharmaceuticals we dispense could adversely impactour business;We are a holding company and,accordingly,we depend on our subsidiaries for cash to fund o

138、ur operations and expenses,includingfuture dividend payments,if any;and Pursuant to the Stockholders Agreement(as defined below),a group of our stockholders including our executive officers and certain ofour directors and their affiliates,who we refer to as the“Guardian Founders,”control,and immedia

139、tely following the completion of thisoffering and the Synthetic Secondary,are expected to continue to control,a majority of the voting power of shares of our common stockeligible to vote in the election of our directors and on other matters submitted to a vote of our stockholders,and their interests

140、 mayconflict with yours in the future.Implications of Being an Emerging Growth CompanyWe are an emerging growth company(“EGC”),as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).As such,foras long as we qualify as an EGC,we are entitled to take advantage of certain exemptio

141、ns from various reporting requirements that are applicable toother publicly-traded entities that are not EGCs.These exemptions include:Not being required to comply with the auditor attestation requirements of Section 404(b)of the Sarbanes-Oxley Act of 2002,asamended;Not being required to comply with

142、 any requirement that may be adopted by the Public Company Accounting Oversight Board regardingmandatory audit firm rotation or a supplement to the auditors report providing additional information about the audit and the financialstatements;122025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/

143、1802255/000119312525123149/d942275ds1.htm19/195 Not being required to submit certain executive compensation matters to stockholder advisory votes,such as“say-on-pay,”“say-on-frequency,”and“say-on-golden parachutes”;and Not being required to disclose certain executive compensation-related items such

144、as the correlation between executive compensation andperformance and comparisons of the chief executive officers compensation to median employee compensation.As a result of our emerging growth company status,we have taken advantage of reduce reporting requirements in this prospectus and intendto tak

145、e advantage of all of the exemptions discussed above.Accordingly,the information contained herein may be different than the informationyou receive from other public companies in which you invest.As a result,we do not know if some investors will find our Class A common stockless attractive.The result

146、 may be a less active trading market for our Class A common stock,and the price of our Class A common stock maybecome more volatile.We could remain an EGC for up to five years after our IPO,or until the earliest of(a)the last day of the first fiscal year in which our annualgross revenues exceed$1.23

147、5 billion,(b)the date that we become a“large accelerated filer”as defined in Rule 12b-2 under the Exchange Act,withat least$700 million in market value of our common equity held by non-affiliates or(c)the date on which we have issued more than$1.0 billion innon-convertible debt securities during any

148、 three-year period.We could lose emerging growth company status within a relatively short period oftime and as early as December 31,2025,on account of our public float exceeding$700 million or our annual gross revenues exceeding$1.235 billion.Corporate ReorganizationPrior to our IPO,we operated as G

149、uardian Pharmacy,LLC and conducted our business through Guardian Pharmacy,LLCs majority ownedand wholly owned limited liability company subsidiaries.Guardian Pharmacy Services,Inc.was formed for the purposes of completing our IPOand related internal reorganization transactions(the“Corporate Reorgani

150、zation”)in order to carry on,as a publicly-traded entity,the business ofGuardian Pharmacy,LLC.Immediately prior to the consummation of our IPO on September 27,2024,we completed the Corporate Reorganization,pursuant to which:The membership interests held by members other than Guardian Pharmacy,LLC of

151、 our subsidiaries(other than certain subsidiaries thatwere not parties to the Corporate Reorganization)were converted into common units of Guardian Pharmacy,LLC.The subsidiaries thatparticipated in the Corporate Reorganization are referred to as the“Converted Subsidiaries”;and Guardian Pharmacy,LLC

152、merged with a transitory merger subsidiary and survived the merger as a wholly owned subsidiary of GuardianPharmacy Services,Inc.Pursuant to the merger,each common unit of Guardian Pharmacy,LLC then converted into(i)one share ofClass B common stock of Guardian Pharmacy Services,Inc.and(ii)the right

153、to receive$1.02 in cash,without interest.In the merger,weissued 54,094,232 shares of Class B common stock.As a result of the Corporate Reorganization,Guardian Pharmacy Services,Inc.became a holding company and the sole manager of GuardianPharmacy,LLC,with no material assets other than its 100%intere

154、st in Guardian Pharmacy,LLC;and Guardian Pharmacy,LLC came to wholly 132025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm20/195own and be the sole member of each of the Converted Subsidiaries.In addition,Guardian Pharmacy,LLC continued to be the majori

155、ty owner ofeach of the subsidiaries that did not participate in the Corporate Reorganization(the“Non-Converted Subsidiaries”).Holders of the CompanysClass B common stock consist of the legacy unitholders of Guardian Pharmacy,LLC prior to the Corporate Reorganization and the formermembers of the Conv

156、erted Subsidiaries.The Non-Converted Subsidiaries collectively own nine of our pharmacies that,at the time of the CorporateReorganization,were(i)greenfield start-up pharmacies in various stages of development and integration with Guardian and did not have materialoperations or(ii)pharmacies that we

157、had recently acquired.After a period of time sufficient to allow such pharmacies to adopt our operatingpractices and experience meaningful growth in residents served and earnings,we expect to acquire the minority membership interests of such Non-Converted Subsidiaries.Pursuant to our certificate of

158、incorporation,the shares of Class B common stock that were originally issued in connection with the CorporateReorganization automatically convert into shares of our Class A common stock,on a one-for-one basis,in four substantially equal tranches on eachof March 28,2025,September 27,2025,March 28,202

159、6 and September 27,2026.Accordingly,on March 28,2025,we issued 13,519,946 sharesof Class A common stock upon conversion of an equal number of shares of Class B common stock.The shares of Class A common stock being offered by the selling stockholders hereby,and the 1,440,447 shares of Class A common

160、stock thatwe may purchase in the Synthetic Secondary,consist of outstanding shares of Class A common stock that were issued upon the conversion ofshares of Class B common stock on March 28,2025.Corporate InformationGuardian Pharmacy Services,Inc.,or Guardian,was incorporated on November 16,2021.Guar

161、dian was formed for the purposes ofcompleting our IPO and related Corporate Reorganization in order to carry on,as a publicly-traded entity,the business of Guardian Pharmacy,LLC,which was formed on July 21,2003.Our principal executive offices are located at 300 Galleria Parkway SE,Suite 800,Atlanta,

162、Georgia 30339.Our telephone number is(404)810-0089.Our corporate website address is .Information contained on,or that may be accessed through,our websiteis not incorporated by reference into this prospectus and should not be considered a part of this prospectus.142025/5/21 15:49S-1https:/www.sec.gov

163、/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm21/195THE OFFERING IssuerGuardian Pharmacy Services,Inc.Class A common stock offered by us1,440,447 shares.Class A common stock offered by the sellingstockholders6,059,553 shares.Underwriters option to purchase additional shares ofClass A

164、 common stock from the selling stockholdersThe underwriters have a 30-day option to purchase up to 1,125,000 additional shares ofClass A common stock from the selling stockholders at the public offering price,less theunderwriting discount.Class A common stock to be outstanding after givingeffect to

165、this offering and the Synthetic Secondary22,719,946 shares.Assumes that Guardian repurchases 1,440,447 shares of Class Acommon stock in the Synthetic Secondary.Class B common stock to be outstanding after givingeffect to this offering and the Synthetic Secondary40,566,696 shares.Total Class A and Cl

166、ass B common stock to beoutstanding after giving effect to this offering and theSynthetic Secondary63,286,642 shares.Voting rightsEach share of our Class A common stock and Class B common stock entitles its holder toone vote on all matters to be voted on by our stockholders generally.Holders of our

167、Class A common stock and Class B common stock vote together as a singleclass on all matters presented to our stockholders for their vote or approval,except asotherwise required by applicable law.Voting power held by holders of Class A common stockafter giving effect to this offering and the Syntheti

168、cSecondaryOutstanding shares of Class A common stock will represent approximately 35.9%of thecombined voting power of our common stock.Assumes that Guardian repurchases1,440,447 shares of Class A common stock in the Synthetic Secondary.152025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/18022

169、55/000119312525123149/d942275ds1.htm22/195Voting power held by holders of Class B common stockafter giving effect to this offering and the SyntheticSecondaryOutstanding shares of Class B common stock will represent approximately 64.1%of thecombined voting power of our common stock.Assumes that Guard

170、ian repurchases1,440,447 shares of Class A common stock in the Synthetic Secondary.Controlled company exemptionUpon completion of this offering,we expect we will continue to qualify as a“controlledcompany”for purposes of NYSE listing standards.As a“controlled company,”we will notbe subject to certai

171、n corporate governance requirements.See“ManagementDirectorIndependence and Controlled Company Status.”Use of proceedsWe estimate that the net proceeds to us from this offering will be approximately$36.7million,based on an assumed offering price of$26.52 per share,which is the last reportedshare pric

172、e of our Class A common stock on the NYSE on May 19,2025,and afterdeducting the underwriting discount but before deducting any estimated offering expensespayable by us.We intend to use the net proceeds to us from the sale of shares of Class A common stock inthis offering to purchase in the Synthetic

173、 Secondary 1,440,447 outstanding shares ofClass A common stock that were issued upon conversion of shares of our Class B commonstock that were originally issued in connection with our Corporate Reorganization.Thepurchase price per share of shares of Class A common stock purchased in the SyntheticSec

174、ondary will be equal to the public offering price per share of Class A common stock inthis offering,less the underwriting discount.Following our purchase of shares of Class Acommon stock in connection with the Synthetic Secondary,we do not expect to have anyremaining net proceeds from this offering.

175、We will not receive any proceeds from the sale of shares by the selling stockholders in thisoffering.See“Use of Proceeds.”Dividend policyWe have no current plans to pay dividends on our Class A common stock or our Class Bcommon stock.See“Dividend Policy.”Trading SymbolOur Class A common stock is lis

176、ted on the NYSE under the symbol“GRDN.”162025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm23/195Risk FactorsInvesting in our Class A common stock involves a high degree of risk.You should carefullyread and consider the information set forth under“Risk

177、 Factors”and all other informationin this prospectus before deciding whether to invest in our Class A common stock.Except as otherwise indicated,the number of shares of our Class A common stock and Class B common stock outstanding after giving effectto this offering and the Synthetic Secondary is ca

178、lculated as of May 1,2025 and excludes(i)641,042 shares of our Class A common stockunderlying restricted stock units granted under the Guardian Pharmacy Services,Inc.2024 Equity and Incentive Compensation Plan(the“2024Plan”)that we adopted at the time of the IPO and(ii)1,991,832 shares of our Class

179、A common stock remaining available for issuance under the2024 Plan.172025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm24/195SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATAThe following tables set forth our summary historical consolidated fina

180、ncial and operating data.Guardian Pharmacy,LLC has beendetermined to be our predecessor for accounting purposes and,accordingly,the consolidated financial information for periods prior to theCorporate Reorganization have been adjusted to combine the previously separate entities for presentation purp

181、oses.The consolidated statements ofincome data for the years ended,and the consolidated balance sheet data as of,December 31,2020,2021 and 2022 are derived from the auditedconsolidated financial statements of Guardian Pharmacy,LLC and its subsidiaries and related notes not included in this prospectu

182、s.Theconsolidated statements of income data for the years ended,and the consolidated balance sheet data as of,December 31,2023 and 2024 are derivedfrom the audited consolidated financial statements of Guardian Pharmacy Services,Inc.and its subsidiaries and related notes included elsewhere inthis pro

183、spectus.The consolidated statements of income data for the three months ended March 31,2024 and 2025 and the condensed consolidatedbalance sheet data as of March 31,2025 are derived from the unaudited interim consolidated financial statements of Guardian Pharmacy Services,Inc.and its subsidiaries an

184、d related notes included elsewhere in this prospectus.We have prepared the unaudited consolidated financial statements on the same basis as the audited consolidated financial statements and haveincluded all adjustments,consisting only of normal adjustments,which in our opinion are necessary to state

185、 fairly the financial information setforth in those statements.Our historical results are not necessarily indicative of the results that may be expected in the future,and our results ofoperations for any interim period are not necessarily indicative of the results to be expected for the full year or

186、 for any other period.Thisinformation is qualified in its entirety by reference to,and should be read in conjunction with,our consolidated financial statements and relatednotes,and the information under“Managements Discussion and Analysis of Financial Condition and Results of Operations”and other fi

187、nancialinformation included in this prospectus.(in thousands,except prescriptions dispensed)Year Ended December 31,Three MonthsEnded March 31,2020 2021 2022 2023 2024 2024 2025 Consolidated Statements of Income Data:Revenue$735,958$792,072$908,909$1,046,193$1,228,409$275,410$329,308 Cost of goods so

188、ld 588,958 630,807 723,043 837,883 984,038 220,309 264,959 Gross profit 147,000 161,265 185,866 208,310 244,371 55,101 64,349 Operating expenses:Selling,general,and administrative(1)114,936 131,115 133,876 167,364 307,291 47,168 51,344 Operating income(loss)32,064 30,150 51,990 40,946 (62,920)7,933

189、13,005 Other expenses(income):Interest expense 2,156 1,637 1,926 2,859 3,278 765 170 Other expense(income),net 248 187 403 367 279 73 (271)Total other expenses(income)2,404 1,824 2,329 3,226 3,557 838 (101)Income(loss)before income taxes 29,660 28,326 49,661 37,720 (66,477)7,095 13,106 Provision for

190、 income taxes 4,556 3,833 Net income(loss)29,660 28,326 49,661 37,720 (71,033)7,095 9,273 Less net income attributable to Guardian Pharmacy,LLC prior to the CorporateReorganization 19,943 16,314 35,421 23,902 22,760 2,786 Less net income(loss)attributable to non-controlling interests(2)9,717 12,012

191、14,240 13,818 16,254 4,309 (175)Net income(loss)attributable to Guardian Pharmacy Services,Inc.$(110,047)$9,448 182025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm25/195(in thousands,except prescriptionsdispensed)Year EndedDecember 31,Three MonthsEnde

192、d March 31,2020 2021 2022 2023 2024 2024 2025 Consolidated Balance Sheet Data(at period end):Cash and cash equivalents$6,499$15,012$607$752$4,660$13,999 Total assets$217,867$235,850$256,114$271,165$320,810$333,998 Total liabilities$150,798$182,532$180,185$211,306$170,834$170,781 Members equity$39,15

193、4$24,112$42,729$28,209$Class A stockholders equity$9$23 Class B stockholders equity$54$40 Total equity$67,069$53,318$75,929$59,859$149,976$163,217 Selected Other Data:Residents served(3)123 136 151 163 186 164 189 Prescriptions dispensed(4)16.6 17.6 20.2 22.2 25.1 5.8 6.7 Adjusted EBITDA$53,590$56,4

194、75$65,714$76,175$90,834$20,255$23,433 (1)Included in selling,general,and administrative expenses is share-based compensation expense(income).Prior to the Corporate Reorganization and IPO,our share-basedcompensation expense primarily represented non-cash recognition of changes in the value of restric

195、ted interest unit(“Restricted Interest Unit”)awards,which has historicallybeen recorded as a liability using a cash settlement methodology as calculated on a quarterly basis.In connection with the Corporate Reorganization and IPO,Restricted InterestUnit awards associated with the Converted Subsidiar

196、ies and Guardian Pharmacy,LLC were converted into Common Units of Guardian Pharmacy,LLC,and the Common Unitsof Guardian Pharmacy,LLC were then converted into Class B common stock of the Company.Certain Restricted Interest Unit awards which converted into Class B commonstock are subject to additional

197、 vesting in the form of a one-year service period ending on September 27,2025(“Unvested Class A and B common stock”).The unamortizedbalance as of September 27,2024 to be recognized over the twelve-month period ending September 27,2025 was$13.6 million.This conversion of Restricted Interest Units was

198、treated as a modification,requiring the units to be marked to fair value on the modification date,resulting in us recognizing$125.7 million of incremental share-basedcompensation expense during the year ended December 31,2024,including$3.5 million of amortization expense related to the Unvested Clas

199、s A and B common stock.For thethree months ended March 31,2025,the Company recognized a total of$4.0 million of share-based compensation expense,of which$3.4 million related to amortizationexpense for the Unvested Class A and B common stock,with the remainder related to the restricted stock units gr

200、anted in February 2025.The unamortized share-basedcompensation expense associated with the Unvested Class A and B common stock is$6.7 million as of March 31,2025,to be recognized evenly over the remainder of thetwelve-month period ending September 27,2025.(2)For the periods preceding the Corporate R

201、eorganization and IPO,these figures,for both Converted Subsidiaries and Non-Converted Subsidiaries,reflect minority membershipinterests in our subsidiaries.For periods subsequent to the Corporate Reorganization and IPO,these figures reflect the minority membership interests for the Non-ConvertedSubs

202、idiaries.(3)These figures reflect residents served during the last month of each respective period.(4)In millions.Adjusted EBITDA and Other Non-GAAP Financial MeasuresTo supplement our consolidated financial statements presented in accordance with GAAP,we also present Adjusted EBITDA and AdjustedSG&

203、A,which are financial measures not based on any standardized methodology prescribed by GAAP.We define Adjusted EBITDA as net income(loss)before interest expense,income taxes,depreciation and amortization,as adjusted toexclude the impact of items and amounts that we view as not indicative of our core

204、 operating performance,including share-based compensation,acquisition accounting adjustments,certain legal and regulatory items,and public company and financing-related activities.We define AdjustedSG&A as GAAP selling,general,and administrative expenses adjusted to exclude the impact of share-based

205、 compensation,expenses 192025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm26/195relating to certain legal and regulatory items,and public company and financing-related activities.Adjusted EBITDA and Adjusted SG&A do nothave a definition under GAAP,and

206、 our definition of Adjusted EBITDA and Adjusted SG&A may not be the same as,or comparable to,similarlytitled measures used by other companies.We use Adjusted EBITDA and Adjusted SG&A to better understand and evaluate our core operating performance and trends.We believe thatpresenting Adjusted EBITDA

207、 and Adjusted SG&A provides useful 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

208、 of Adjusted EBITDA and Adjusted SG&A rather than the most directly comparableGAAP 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

209、depreciated may have to be replaced in the future,and AdjustedEBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;Adjusted EBITDA does not reflect changes in,or cash requirements for,our working capital needs;Adjusted EBITDA

210、 and Adjusted SG&A do not consider the impact of share-based compensation;and Adjusted EBITDA and Adjusted SG&A exclude the impact of certain legal and regulatory items,which can affect our current and futurecash requirements.Because of these limitations,Adjusted EBITDA and Adjusted SG&A should not

211、be considered in isolation from,or as a substitute for,financial information prepared in accordance with GAAP.You should consider Adjusted EBITDA and Adjusted SG&A alongside other financialmeasures,including net income,GAAP selling,general,and administrative expense and our other financial results p

212、resented in accordance withGAAP.202025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm27/195A reconciliation of Adjusted EBITDA to net income,and a reconciliation of Adjusted SG&A to GAAP selling,general,and administrativeexpense,the most directly compar

213、able GAAP financial measures,are set forth below.(in thousands)Year Ended December 31,Three Months EndedMarch 31,2020 2021 2022 2023 2024 2024 2025 Net Income$29,660$28,326$49,661$37,720$(71,033)$7,095$9,273 Add:Interest expense(income)2,156 1,637 1,926 2,859 3,278 765 (2)Depreciation and amortizati

214、on 17,258 16,530 16,563 18,234 19,772 4,751 5,267 Provision for income taxes 4,556 3,833 EBITDA$49,074$46,493$68,150$58,813$(43,427)$12,611$18,371 Share-based compensation(1)3,208 13,029 (3,381)(6,090)131,490 5,945 3,968 Acquisition accounting adjustments(2)636 (8)128 Certain legal&other regulatory

215、matters(3)672 1,514 3,615 23,452 3,988 1,699 296 Public company and financing-related activities(4)453 798 Other(5)(4,553)(2,798)(1,670)Adjusted EBITDA$53,590$56,475$65,714$76,175$90,834$20,255$23,433 Net income(loss)as a percentage of revenue 4.0%3.6%5.5%3.6%(5.8)%2.6%2.8%Adjusted EBITDA as a perce

216、ntage of revenue 7.3%7.1%7.2%7.3%7.4%7.4%7.1%GAAP selling,general,and administrative expense$114,936$131,115$133,876$167,364$307,291$47,168$51,344 Subtract:Share-based compensation(1)3,208 13,029 (3,381)(6,090)131,490 5,945 3,968 Acquisition accounting adjustments(2)636 (8)128 Certain legal&other re

217、gulatory matters(3)672 1,514 3,615 23,452 3,988 1,699 296 Public company and financing-related activities(4)453 798 Adjusted SG&A$110,420$116,580$133,514$150,002$171,360$39,524$46,282 GAAP selling,general,and administrative expense as a percentage ofrevenue 15.6%16.6%14.7%16.0%25.0%17.1%15.6%Adjuste

218、d SG&A as a percentage of revenue 15.0%14.7%14.7%14.3%13.9%14.4%14.1%(1)Prior to the Corporate Reorganization and IPO,our share-based compensation expense primarily represented non-cash recognition of changes in the value of Restricted InterestUnit awards,which has historically been recorded as a li

219、ability using a cash settlement methodology as calculated on a quarterly basis.In connection with the CorporateReorganization and IPO,Restricted Interest Unit awards associated with the Converted Subsidiaries and Guardian Pharmacy,LLC were converted into Common Units ofGuardian Pharmacy,LLC,and the

220、Common Units of Guardian Pharmacy,LLC were then converted into Class B common stock of the Company.Certain Restricted Interest Unitawards which converted into Class B common stock are subject to additional vesting in the form of a one-year service period ending on September 27,2025(“Unvested Class A

221、and B common stock”),which we refer to as Unvested Class A and B common stock.The unamortized balance as of September 27,2024 to be recognized over the twelve-monthperiod ending September 27,2025 was$13.6 million.This conversion of Restricted Interest Units was treated as a modification,requiring th

222、e units to be marked to fair value onthe modification date,resulting in us recognizing$125.7 million of incremental share-based compensation expense during the year ended December 31,2024,including$3.5 million of amortization expense related to the Unvested Class A and B common stock.For the three m

223、onths ended March 31,2025,the Company recognized a total of$4.0million of share-based compensation expense,of which$3.4 million related to amortization expense for the Unvested Class A and B common stock,with the remainder relatedto the restricted stock units granted in February 2025.The unamortized

224、 share-based compensation expense associated with the Unvested Class A and B common stock is$6.7 million as of March 31,2025,to be recognized evenly over the remainder of the twelve-month period ending September 27,2025.(2)Represents fair value adjustments of expected contingent payments related to

225、acquisitions.(3)Represents non-recurring attorneys fees,settlement costs and other expenses associated with certain legal proceedings.The Company excludes such charges when evaluatingoperating performance because it does not incur such charges on a predictable basis and exclusion allows for consiste

226、nt evaluation of operations.(4)Represents non-recurring costs associated with the transition to a public company and various financing-related activities.(5)Represents non-recurring proceeds from settlements related to payor reimbursement,which were recorded as revenue upon settlement.212025/5/21 15

227、:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm28/195RISK FACTORSInvesting in our Class A common stock involves a high degree of risk.You should carefully consider the risks and uncertainties described below,together with all of the other information in this pr

228、ospectus,including our consolidated financial statements and related notes,before deciding whetherto invest in our Class A common stock.Any of the following risks could materially and adversely affect our business,financial condition,results ofoperations and prospects.In that event,the market price

229、of our Class A common stock could decline,and you could lose part or all of your investment.Risks Related to Our BusinessIntense competition may erode our profit margins.The business of providing pharmacy services to LTCF residents is highly competitive,and we face competition from multiple sources.

230、There arenational,regional and local institutional pharmacies,as well as numerous local retail pharmacies,that provide pharmaceutical dispensing servicescomparable to those that we offer.Many of these pharmacies have strong relationships with the LTCFs they serve and their residents.In addition,some

231、of our competitors have greater financial resources than we do and may be more established in the markets they serve than we are,making our ability tocompete more difficult.Some of our larger competitors have indicated that they plan to focus more on the ALF market,which could further increase theco

232、mpetition we face.Consolidation within the long-term care pharmacy industry may also lead to increased competition.We compete on the basis of theservices we offer as well as price.To attract new and retain existing LTCFs and residents,we must continually meet service expectations of LTCFs andresiden

233、ts.There can be no assurance that we will continue to remain competitive,which would cause our business and operating results to suffer.Competitive pricing pressures may adversely affect our earnings and cash flow.If we cannot compete effectively,our business and operating resultswould be materially

234、 and adversely affected.In addition,LTCF residents have the ability to choose among pharmacy providers.Certain states have a“freedom of choice”requirement as partof their state Medicaid programs or in separate legislation that enable a resident to select his/her provider.These laws may prevent LTCFs

235、 from requiringtheir residents to purchase pharmacy services or pharmaceuticals from particular providers that have a supplier relationship with the LTCF.Such“freedom of choice”requirements increase the competition we face in providing services to LTCF residents.The ability of a resident to select t

236、hepharmacy that supplies him or her with prescription drugs could adversely affect our business,financial condition and results of operations because therecan be no assurance that such resident will select us as a provider.Our prescription volumes may decline,and our operating results may be negativ

237、ely impacted,if products are withdrawn from the market or ifincreased safety risk profiles of specific drugs result in utilization decreases.If the volumes of dispensed pharmaceuticals from our pharmacies decline,our business and operating results would suffer.When increased safetyrisk profiles of s

238、pecific drugs or classes of drugs result in utilization decreases,physicians may cease writing or reduce the numbers of prescriptionswritten for these drugs.Additionally,negative press regarding drugs with higher safety risk profiles may result in reduced resident demand for suchdrugs.Unexpected saf

239、ety or efficacy concerns with respect to pharmaceuticals can also lead to product recalls or withdrawals.In cases where there areno acceptable prescription drug 222025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm29/195equivalents or alternatives for t

240、hese recalled or withdrawn pharmaceuticals,our volumes of dispensed pharmaceuticals and our operating results maydecline.If we lose relationships with one or more pharmaceutical wholesalers or key manufacturers,or if such wholesalers or manufacturers refuse toextend our relationships on the same or

241、similar terms,our business and financial results could be materially and adversely affected.We maintain contractual relationships with pharmaceutical wholesalers and manufacturers that provide us with,among other things,discounts fordrugs we purchase to be dispensed from our pharmacies.Our contracts

242、 with pharmaceutical wholesalers and manufacturers often provide us with,among other things,discounts on drugs we purchase and rebates and service fees.Our contracts with pharmaceutical wholesalers and manufacturersgenerally are terminable on relatively short notice by either party and we have limit

243、ed contractual protections with them.If any of these contractualrelationships are terminated,materially altered,or renewed on terms that are less favorable to us,our business and operating results could be materiallyadversely affected.Our operating results may suffer if we fail to maintain certain r

244、elationships and contracts with LTCFs we serve.We have a number of contracts with companies that own or operate numerous LTCFs.If we are not able to maintain these relationships andcontracts or are only able to maintain them on less favorable terms than those currently in place,our ability to provid

245、e our services to residents of thoseLTCFs would be materially impacted and our operating results could suffer.Our agreements with SNFs generally range from one to three years induration and typically renew automatically for subsequent renewal terms.The SNF contracts can be terminated by either party

246、 generally upon 60 daysnotice.Our relationships with ALFs and BHFs are generally memorialized in written agreements between Guardian and the owner of the respectivecommunity that designate Guardian as the“preferred provider”of that community owner.Unlike a SNF contract where virtually all of the res

247、idents inthe skilled facility would be served by us,the ALF and BHF contract does not automatically grant us the right to serve those residents.Instead,our salesteam must market our pharmacy services to the individual residents in that community,each of whom has the right to choose their pharmacy pr

248、ovider.These contracts generally range from one to three years in duration and typically renew automatically for subsequent renewal terms.These contracts canbe terminated by either party generally upon 30 days notice.There can be no assurance that these parties will not terminate all or a portion of

249、 theircontracts with us.We also provide direct and indirect services to LTCFs,and our failure to provide services at optimal quality may impair our relationship with theseLTCFs and could result in losing access to residents in these LTCFs.The COVID-19 pandemic negatively impacted LTCFs and harmed ou

250、r business.Another similar public health crisis,outbreak of infectious diseaseor national emergency could also have a negative impact on our business.The COVID-19 pandemic caused disruptions to our business and operational plans.Among other effects,the pandemic impacted our labor supplyand marketing

251、 efforts.In addition,due to the older average age of LTCF residents and prevalence of chronic medical conditions affecting theirdemographics,LTCFs and their residents were disproportionately impacted by COVID-19,all of which resulted in a significant disruption in demand forsenior living communities

252、 and a corresponding decrease in demand for our pharmacy services.We recognize that our business may continue to besusceptible to the impact of another public health crisis,outbreak of infectious disease or national emergency including,without limitation,a globalpandemic on the scale of 232025/5/21

253、15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm30/195COVID-19,which adversely affected economies and financial markets worldwide,and adversely affected our business and financial condition.Wecould experience disruptions to our operations as a result of any su

254、ch public health crisis,outbreak of infectious disease or national emergency,and ourbusiness and operations may be negatively impacted.The impact of ongoing healthcare reform efforts on our business cannot accurately be predicted,and continuing government and private efforts tolower pharmaceutical c

255、osts,including by capping the prices for certain drugs and by limiting reimbursements,may adversely impact ourprofitability,results of operations and financial condition.The healthcare industry in the United States is subject to fundamental changes due to ongoing federal and state healthcare reform

256、efforts andrelated political,economic,and regulatory influences,including those from the recent change in presidential administration.Notably,the AffordableCare Act resulted in expanded healthcare coverage and has resulted in significant changes to the United States healthcare system.The Affordable

257、CareAct outlines certain reductions for Medicare reimbursed services,which may affect skilled nursing,home health,hospice,and outpatient therapyservices,as well as certain other changes to Medicare payment methodologies.In addition,there have been legislative initiatives with respect topharmaceutica

258、l pricing practices,and we could be adversely affected by the impact of such legislation and the continuing efforts of government andprivate health plan payors to lower pharmaceutical costs.For example,the Inflation Reduction Act of 2022 contains several provisions that could havethe effect of reduc

259、ing the prices we can charge and the reimbursement we receive for the drugs we dispense,thereby reducing our profitability,andcould adversely affect our financial condition and results of operations.These provisions include the establishment of a Medicare Drug PriceNegotiation Program,which requires

260、 the government to negotiate and set a“maximum fair price”for select high-expenditure drugs covered underMedicare Part D(starting in 2026)and Part B(starting in 2028),and the implementation of changes to Medicare Part D benefits designed to limit patientout-of-pocket drug costs and shift program lia

261、bilities from patients to other stakeholders,including health plans,manufacturers and the government.These comprehensive healthcare reform efforts have resulted and will likely continue to result in extensive rulemaking and policy decisions byregulatory authorities,and applicable legislation and reg

262、ulations may be altered,amended,repealed,or replaced.Moreover,there have been legal andpolitical challenges to the Affordable Care Act and the Inflation Reduction Act since their passage and there may be future challenges.Additionally,thenew presidential administration has signed numerous executive

263、orders,including some overturning those of the prior administration aimed atresearching alternative payment and delivery models to lower prescription drug costs.Therefore,it is difficult to predict the full impact of the AffordableCare Act,the Inflation Reduction Act,or other healthcare reform effor

264、ts,including new executive orders,due to the complexity of the law andimplementing regulations,as well our inability to foresee how CMS and other participants in the healthcare industry will respond to the choicesavailable to them under the law.The provisions of the legislation and other regulations

265、 implementing the Affordable Care Act,the Inflation ReductionAct,any amended or replacement legislation,or other healthcare reform efforts may increase our costs,materially and adversely affect our revenues andprofitability,expose us to expanded liability,or require us to significantly alter the way

266、s in which we conduct our business.In addition,to reduce pharmaceutical costs,health plan payors may seek to lower reimbursement rates,limit the scope of covered services andnegotiate reduced or capped pricing arrangements.Given the significant competition in the industry,we have limited bargaining

267、power to counter healthplan payor demands for reduced reimbursement rates.If we,or other entities acting on our behalf,are unable to negotiate for acceptable reimbursementrates,our profitability,results of operations and financial condition could be adversely affected.242025/5/21 15:49S-1https:/www.

268、sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm31/195In response to rising prescription drug prices,health plan payors may also demand that we satisfy certain quality metrics,enhanced service levelsor cost efficiencies to help mitigate the increase in pharmaceutical costs.Our i

269、nability or failure to meet health plan payor imposed quality metrics,service requirements or cost efficiencies could adversely impact a health plan payors willingness to engage us or could result in payor-specific auditsand recoupments.We cannot assure you that reimbursement payments under governme

270、ntal and private health plan payor programs will remain at levels comparableto present levels or will be sufficient to cover the costs allocable to LTCF residents eligible for reimbursement under these programs.Any changes thatlower reimbursement rates under Medicare,Medicaid or private payor progra

271、ms could result in a substantial reduction in our revenues.Our operatingresults may be adversely affected due to deterioration in reimbursement,changes in payor mix and growth in operating expenses in excess of increases,if any,in payments by health plan payors.We also anticipate that federal and st

272、ate governments will continue to review and assess alternatepharmaceutical delivery systems,payment methodologies and operational requirements for pharmaceutical providers,including LTCFs and pharmacies.In addition,CMS and other governmental agencies have advocated for the creation of a national ave

273、rage acquisition cost benchmark,which statesmay use to set pharmacy payment rates.Formulary fee programs have been the subject of debate in federal and state legislatures and various otherpublic and governmental forums.If these benchmarks and programs were adopted,our operating results could be mate

274、rially adversely affected.Over the long term,funding for federal and state healthcare programs may be impacted by the aging of the population,the growth in enrollees aseligibility is potentially expanded,the escalation in drug costs owing to higher drug utilization among seniors,the impact of the Me

275、dicare Part D benefitfor seniors,the introduction of new,more efficacious but also more expensive medications and the long-term financing of the Medicare program.We areunable to predict the impact on our business of any changes in healthcare policy relating to the future funding of the Medicare and

276、Medicaid programs,including any stance the new presidential administration may take on such funding.Further,Medicare,Medicaid and private health plan payor rates forpharmaceutical products and supplies may change from current methodologies and present levels.Any future healthcare legislation or regu

277、lationimpacting these reimbursement rates may materially and adversely affect our business.If we fail to comply with Medicare and Medicaid regulations,we may be subjected to reduction in reimbursement,overpayment demands,or loss ofeligibility to participate in these programs.The Medicare and Medicai

278、d programs are highly regulated.These programs are also subject to changes in regulations and guidance.If we fail tocomply with applicable reimbursement laws and regulations,reimbursement under these programs and participation in these programs could beadversely affected.Federal or state governments

279、 may also impose other sanctions on us for failure to comply with the applicable reimbursementregulations,including but not limited to recovering an overpayment.Failure to comply with these or future laws and regulations could result in ourinability to provide pharmacy services to LTCF residents or

280、to participate in these payor programs.In addition,CMS mandates certain rules and servicecapabilities to qualify for participation as a Part D NLTCP provider.If we were to lose our right to participate as a NLTCP,our business and operatingresults could be materially adversely affected.252025/5/21 15

281、:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm32/195Further modifications to the Medicare Part D program may reduce revenue and impose additional costs to the industry.The Medicare Prescription Drug Improvement and Modernization Act of 2003,included a major ex

282、pansion of the Medicare program with theaddition of a prescription drug benefit under the Medicare Part D program.The continued impact of these regulations depends upon a variety of factors,including our ongoing relationships with the Part D Plans(as defined below)and the resident mix of the LTCFs w

283、e serve.We cannot predict how future modifications to the Medicare Part D program,including through new legislation,may reduce revenue and imposeadditional costs to the industry,which could materially adversely affect our operating results.We cannot assure you that any changes to Medicare Part Dand

284、the regulations promulgated under Medicare Part D will not have a material adverse effect on our business.Further consolidation of managed care organizations and other health plan payors,and changes in the terms of our agreements with these parties,may adversely affect our profits.Managed care organ

285、izations and other health plan payors have seemingly continued to consolidate in order to enhance their ability to influence thedelivery and cost structure of healthcare services.Consequently,the healthcare needs of a large percentage of the U.S.population are increasingly servedby a smaller number

286、of managed care organizations.If this consolidation continues,we could face additional pricing and service pressures from theseorganizations,which are increasingly demanding discounted fee structures.To the extent these organizations engage our competitors as a preferred orexclusive provider,demand

287、discounted fee structures or limit the residents eligible for our services,our liquidity and results of operations could bematerially and adversely affected.In addition,a portion of our health plan payor reimbursements derive from our participation in the MHA Managed Care Network(“MHA”).In theevent

288、that we were to have a contractual dispute with MHA or fail to renew our agreement upon acceptable terms,our reimbursements may decrease.We also participate in the MHA group purchasing organization(“GPO”),for purposes of drug purchasing.In the event that our relationship were tosuffer with MHA under

289、 either the network participation agreement or the MHA GPO agreement,our reimbursements could be further impacted and ourbusiness and operating results could be adversely affected.We are highly dependent on our senior management team,our local pharmacy management teams and our pharmacy professionals

290、 and the loss ofsuch persons could cause our business to suffer and materially adversely affect our operating results.Our business is managed by a small number of senior management personnel,the loss of which could cause our business to suffer and materiallyadversely affect our operating results.The

291、re is a limited pool of senior management personnel with significant experience in our industry.Accordingly,if we are unable to retain members of our current management team,we could experience significant difficulty in replacing key management personneland our business could be materially and adver

292、sely affected.Moreover,any newly-hired members of our senior management team would need time tofully assess and understand our business and operations.We can offer no assurance as to how long our senior management will choose to remain withus.In addition,our business model of empowering our local ph

293、armacy management teams with significant autonomy makes us highly dependent onthe local pharmacys ability to effectively manage and develop relationships with the LTCFs that they serve.If we experience substantial 262025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/

294、d942275ds1.htm33/195turnover in our local pharmacy management teams and these persons are not replaced by individuals with comparable skills,experience and industryknowledge,our business and operating results could be materially adversely impacted.Further,our success depends on our ability to attrac

295、t and retain pharmacists and other pharmacy professionals.Competition for qualifiedpharmacists and other pharmacy professionals is intense.The loss of pharmacy personnel or the inability to attract or retain sufficient numbers ofqualified pharmacy professionals could materially adversely affect our

296、business.Our inability to meet our staffing requirements for pharmacists andother pharmacy professionals in the future could have a material adverse effect on our business and operating results.Continued inflation and increases in labor costs may reduce our profitability.We are currently experiencin

297、g inflationary pressures on our operating costs.Among other things,competition for labor is becoming more acuteand we expect our labor costs to increase as a result.We expect that as we rebound from labor shortages and our staffing levels increase,we will alsoexperience a corresponding increase to o

298、ur labor costs.Because labor costs are and will continue to be a major component of our operating expenses,higher labor costs,whether as a result of increased wages or increased staffing levels,could reduce our profitability and gross margins.In addition,we have experienced increased costs for suppl

299、ies,and rising fuel costs have resulted in increased costs for the transportation of drugs.We generally are not able to sufficiently raise our pricing to offset these increased costs.Continuing increased costs and prolonged inflation couldmaterially and adversely affect our business,operating result

300、s and profitability.Government efforts to combat inflation,along with other interest rate pressures arising from an inflationary economic environment,could lead to usto incur even higher interest rates and financing costs and may reduce our profitability.Inflation has risen on a global basis,the Uni

301、ted States has been experiencing historically high levels of inflation,and government entities havetaken various actions to combat inflation,such as raising interest rate benchmarks.Government entities may continue their efforts,or implementadditional efforts,to combat inflation,which could include

302、among other things continuing to raise interest rate benchmarks and/or maintaining interestrate benchmarks at elevated levels.Such government efforts,along with other interest rate pressures arising from an inflationary economic environment,could lead to us to incur even higher interest rates and fi

303、nancing costs and have material adverse effect on our business,operating results andprofitability.Labor shortages could harm our ability to implement our growth strategy.Our success and our ability to grow our business depends in large part on our ability to attract and retain employees.We have expe

304、rienced laborshortages in the past,including as a result of the COVID-19 pandemic which negatively affected the labor market for employers.During the ongoingrecovery from the COVID-19 pandemic,labor shortages have also impaired our ability to attract,hire and re-hire employees.To the extent we areun

305、able to hire and retain a sufficient number of employees,our business and growth could be adversely affected.Additionally,labor shortages or labordisruptions experienced by our third-party contractors and subcontractors could disrupt our operations,increase our costs and adversely affect ourprofitab

306、ility.272025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm34/195If we or the LTCFs we serve fail to comply with state licensure requirements,we could be prevented from providing pharmacy services or berequired to make significant changes to our operati

307、ons.Our pharmacies must be licensed by the state boards of pharmacy in the states in which they operate.States also regulate out-of-state pharmaciesthat fill prescriptions for residents in their states.The failure to obtain or renew any required regulatory approvals or licenses could adversely impac

308、t theoperation of our business.In addition,the LTCFs we service are also subject to extensive federal,state and local regulations,including a requirement tobe licensed in the states in which they operate.A negative action on our licenses or the failure by the LTCFs we service to obtain or renew any

309、requiredlicenses could result in our inability to provide pharmacy services to these LTCFs and their residents and could have a material adverse effect on ourfinancial condition,results of operations and liquidity.Complex and rapidly evolving laws and regulations could cause us to make significant c

310、hanges to our operations or incur substantial costs orpenalties.As a participant in the healthcare industry in the United States,we are subject to numerous federal and state regulations.Further,there are variouspolitical,economic and regulatory influences that are placing our industry under intense

311、scrutiny and which seek to implement fundamental changes.Wecannot predict which reform proposals,if any,will be adopted,when they may be adopted,or what impact they may have on us.Any changes to thecurrent regulatory and legal paradigm,including as may be advanced by the new presidential administrat

312、ion,could increase the overall regulatoryburden and costs associated with our business and materially adversely affect our business and operating results.If we fail to comply with existing orfuture applicable laws and regulations,we could suffer civil or criminal penalties,including the loss of our

313、licenses to operate our pharmacies and ourability to participate in federal and state healthcare programs.The U.S.Drug Enforcement Administration(the“DEA”),the U.S.Food and DrugAdministration(the“FDA”)and various state regulatory authorities have broad enforcement powers,including the ability to sei

314、ze or recall products andimpose significant criminal,civil and administrative sanctions for violations of these laws and regulations.As a consequence of the severe penalties wecould face,we must devote significant operational and managerial resources to complying with these laws and regulations.Diff

315、erent legalinterpretations and enforcement policies could subject our current practices to allegations of noncompliance or illegality,or could require us to makesignificant changes to our operations.In addition,we cannot predict the impact of future legislation and regulatory changes on our business

316、 or assurethat we will be able to obtain or maintain the regulatory approvals required to operate our business.The costs associated with complying with federaland state laws and regulations could be significant and the failure to comply with any such legal requirements could have a material adverse

317、effect onour financial condition,results of operations and liquidity.If we fail to comply with fraud and abuse laws,false claims provisions or other applicable laws,we may need to curtail operations,and could besubject to significant penalties.We are subject to federal and state fraud and abuse laws

318、 that prohibit payments intended to induce or encourage the referral of patients to,or therecommendation of,a particular provider of items or services.Violation of these laws can result in loss of licensure,civil and criminal penalties,damages and exclusion from the Medicaid,Medicare and other feder

319、al healthcare programs.The Office of Inspector General(the“OIG”)OIG and U.S.Department of Justice(“DOJ”)have,from time to time,established national enforcement initiatives,targeting all providers of a particular type,thatfocus on specific billing practices or other suspected areas of abuse.Under the

320、 qui tam or“whistleblower”provisions of the federal and various statefalse claims acts,private 282025/5/21 15:49S-1https:/www.sec.gov/Archives/edgar/data/1802255/000119312525123149/d942275ds1.htm35/195citizens may bring lawsuits alleging that a violation of the AKS or similar laws has resulted in th

321、e submission of“false”claims to federal and/or statehealthcare programs,including Medicare and Medicaid.Since the private plaintiff in this type of proceeding is generally entitled to share in anydamages a court orders the defendant to pay to federal and state governments under these laws,financial

322、incentives exist for individuals to allege thatparticular practices or activities constitute a violation of these statutes.A determination that we have violated these laws,or the initiation of lawsuitsalleging violations of these laws,could adversely affect our business and financial condition.As pa

323、rt of our ongoing operations,we are subject to various inspections,audits,inquiries,investigations and similar actions by third parties,aswell as governmental/regulatory authorities responsible for enforcing the laws and regulations to which we are subject.From time to time we are subjectto whistleb

324、lower complaints.Federal and state government agencies have increased their focus on and coordination of civil and criminal efforts in thehealthcare area,and the ACA and other legislation has expanded federal healthcare fraud enforcement authority.There can be no assurance that theultimate resolutio

325、n of any such claims,inquiries or investigations,individually or in the aggregate,will not have a material adverse effect on ourconsolidated results of operations,financial position or cash flows.Moreover,we cannot predict our future costs associated with compliance with suchlaws.Federal and state p

326、rivacy and security regulations may increase our cost of operations and expose us to civil and criminal sanctions,damages,andpenalties.In the ordinary course of our business,we process,store and transmit data,which may include sensitive personal information of the residents weserve.We must comply wi

327、th extensive federal and state requirements regarding the use,transmission and maintenance of protected health information(“PHI”)under the Health Insurance Portability and Accountability Act of 1996(“HIPAA”)and the Health Information Technology for Economic andClinical Health Act(“HITECH”),which exp

328、anded certain sections of HIPAA,including imposing certain liability on business associates,for example,with respect to impermissible uses and disclosures of PHI and Security Rule obligations,strengthening enforcement activities,and increasing penaltiesfor violations.The requirements of federal and

329、state privacy and security laws such as HIPAA and HITECH are complicated and are subject tointerpretation and modification.In addition to HIPAA and HITECH,we must adhere to state privacy laws,including those that provide greater privacyprotection for individuals than HIPAA.Failure to comply with HIP

330、AA and HITECH or similar state equivalent laws could subject us to loss ofcustomers,denial of the right to conduct business,civil damages,fines,criminal penalties,class action or other litigation,and other enforcement actions.In addition,there are numerous federal and state laws and regulations addr

331、essing patient and consumer privacy concerns,including unauthorizedaccess or theft of personal information.State statutes and regulations vary from state to state and could impose additional penalties.Violations of these,or other applicable federal or state laws or regulations could subject us to si

332、gnificant criminal or civil penalties,including significant monetary penalties,and class action or other litigation.There are costs and administrative burdens associated with ongoing compliance with HIPAAs Privacy and SecurityRules,as well as HITECH and state equivalents,and other applicable federal

333、 and state regulations.Failure to comply carries with it the risk ofsignificant penalties,damages,and sanctions.We cannot predict at this time the costs associated with compliance,or the impact of such laws andregulations on our results of operations,cash flows or financial condition.There can be no assurance that the cost of compliance with such laws andregulations will not increase significantly