Guardian Pharmacy Services, Inc. (Form: S-8, Received: 05/06/2026 16:47:14)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 6, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GUARDIAN PHARMACY SERVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware		87-3627139
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300 Galleria Parkway SE

Suite 800

Atlanta, Georgia 30339

(Address of principal executive offices, including zip code)

Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan

(Full title of the plan)

Fred P. Burke

President and Chief Executive Officer

Guardian Pharmacy Services, Inc.

300 Galleria Parkway SE

Suite 800

Atlanta, Georgia 30339

(Name and address of agent for service)

(404) 810-0089

(Telephone number, including area code, of agent for service)

Copies to:

Mark L. Hanson, Esq.
Jones Day
1221 Peachtree Street, NE, Suite 400
Atlanta, Georgia 30361
(404) 521-3939

Douglas M. Towns, Esq.
Senior Vice President, General Counsel, Senior

Compliance Officer & Corporate Secretary

Guardian Pharmacy Services, Inc.
300 Galleria Parkway SE

Suite 800

Atlanta, Georgia 30339

(404) 810-0089

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is filed by Guardian Pharmacy Services, Inc. (the “Registrant”) to register an additional 633,206 shares of Class A common stock, par value $0.001 per share (“Class A common stock”), issuable pursuant to the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan, which are securities of the same class and relate to the same employee benefit plan as those shares of Class A common stock registered on the Registrant’s Registration Statement on Form S-8 (File No. 333-282370) filed by the Registrant with the Securities and Exchange Commission (“SEC”) on September 27, 2024 (the “Prior Registration Statement”). Accordingly, the Registrant incorporates by reference herein the contents of the Prior Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 11, 2026;

The applicable portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 26, 2026, that are incorporated by reference into Part III of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025;

The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 6, 2026;

The Registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2026; and

The description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-42284), filed with the SEC on September 25, 2024, including any amendments and reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents.

Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.


Exhibit Number		Incorporated by Reference
Exhibit Number	Description	Form		File Number		Exhibit		Filing Date

4.1	Amended and Restated Certificate of Incorporation of the Registrant.		8-K		001-42284		3.1		09/30/2024

4.2	Amended and Restated Bylaws of the Registrant.		8-K		001-42284		3.2		09/30/2024

4.3	Stockholders’ Agreement, dated as of September 25, 2024, by and among Guardian Pharmacy Services, Inc., Bindley Capital Partners I, LLC, Pharmacy Investors, LLC, Cardinal Equity Fund LP, Fred Burke, David Morris and Kendall Forbes.		8-K		001-42284		4.1		09/30/2024

4.4	Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan.		S-1/A		333-274847		10.5		09/16/2024

5.1	Opinion of Jones Day.

23.1	Consent of Ernst & Young LLP.

23.2	Consent of Jones Day (included in Exhibit 5.1).

24.1	Power of Attorney (included on the signature page hereto).

107	Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, State of Georgia, on May 6, 2026.


GUARDIAN PHARMACY SERVICES, INC.

By:		/s/ Fred P. Burke
		Fred P. Burke President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of the undersigned directors and officers of the Registrant hereby constitutes and appoints each of Fred P. Burke, David K. Morris, and Douglas Towns with full power of substitution and resubstitution, as the true and lawful attorney-in-fact or attorneys-in-fact of the undersigned to sign this Registration Statement and any or all amendments, including post-effective amendments to this Registration Statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933 and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Fred P. Burke Fred P. Burke	President and Chief Executive Officer and Director (Principal Executive Officer)	May 6, 2026

/s/ David K. Morris David K. Morris	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	May 6, 2026

/s/ John Ackerman John Ackerman	Director	May 6, 2026

/s/ William Bindley William Bindley	Director	May 6, 2026

/s/ Steve Cosler Steve Cosler	Director	May 6, 2026

/s/ Randall Lewis Randall Lewis	Director	May 6, 2026

/s/ Mary Sue Patchett Mary Sue Patchett	Director	May 6, 2026

/s/ Thomas Salentine, Jr. Thomas Salentine, Jr.	Director	May 6, 2026

Exhibit 5.1

LOGO

1221 PEACHTREE STREET, N.E. • SUITE 400 • ATLANTA, GEORGIA 30361

TELEPHONE: +1.404.521.3939 • JONESDAY.COM

May 6, 2026

Guardian Pharmacy Services, Inc.

300 Galleria Parkway SE, Suite 800

Atlanta, Georgia 30339

Re:

Registration Statement on Form S-8 Filed by Guardian Pharmacy Services, Inc.

Ladies and Gentlemen:

We have acted as counsel for Guardian Pharmacy Services, Inc., a Delaware corporation (the “Company”), in connection with the registration of 633,206 shares (the “Shares”) of Class A common stock, par value $0.001 per share, of the Company that may be issued or delivered and sold pursuant to the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plan and the authorized award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company (the “Board”) or an authorized committee of the Board.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan of our reports dated March 11, 2026, with respect to the consolidated financial statements of Guardian Pharmacy Services, Inc. and the effectiveness of internal control over financial reporting of Guardian Pharmacy Services, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Atlanta, Georgia

May 6, 2026

Calculation of Filing Fee Tables
S-8
Guardian Pharmacy Services, Inc.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Class A common stock, par value $0.001 per share	Other	633,206	$ 36.87	$ 23,346,305.22	0.0001381	$ 3,224.12
Total Offering Amounts:						$ 23,346,305.22		$ 3,224.12
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 3,224.12

Offering Note

¹	(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities Act"), this Registration Statement shall also cover any additional shares of the Registrant's Class A common stock, par value $0.001 per share ("Class A common stock") that become issuable under Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan (the "Plan"), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant's Class A common stock. (2) The proposed maximum offering price per unit and the maximum aggregate offering price in Table 1 above are estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the Registrant's Class A common stock on the New York Stock Exchange on April 30, 2026, which is a date within five business days prior to filing. (3) Represents 633,206 shares of the Registrant's Class A common stock issuable pursuant to the Plan.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources