GRDN

New in FY2025

• Certain states have a “freedom of choice” requirement as part of their state Medicaid programs or in separate legislation that enable a resident to select his or her provider.
• Our contracts with pharmaceutical wholesalers and manufacturers often provide us with, among other things, discounts on drugs we purchase, rebates and service fees.
• For example, the Inflation Reduction Act of 2022 contains several provisions that have had, and are expected to continue to have, the effect of reducing the prices we can charge and the reimbursement we receive for certain branded drugs we dispense, thereby reducing our profitability, and could adversely affect our financial condition and results of operations.
• We participate in the MHA group purchasing organization (“GPO”), for purposes of drug purchasing.
• In the event that our relationship were to suffer with MHA under the MHA GPO agreement, our business and operating results could be adversely affected.
• We cannot predict the effect of technological changes on our business, and new services and technologies in the future, including those implementing or created using artificial intelligence, could be superior to, or render obsolete, the technologies we currently use in our business.
• We have in the past been subject to a ransomware attack, and may in the future be subject to various cyber or ransomware attacks or data breaches.
• A group of our stockholders, consisting of Bindley Capital Partners I, LLC, Pharmacy Investors, LLC, Cardinal Equity Fund, L.P., Fred Burke, David Morris and Kendall Forbes (collectively, the “Guardian Founders”) beneficially own shares of our common stock representing a majority of our combined voting power.
• Accordingly, the Guardian Founders are able to determine the outcome of substantially all matters requiring action by our stockholders, including amendments to our certificate of incorporation and bylaws, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions, even if such actions are not favored by our other stockholders.
• The Guardian Founders own more than 50% of the total voting power of our outstanding common stock and we are therefore a “controlled company” under NYSE corporate governance standards.
• Our future issuance of Class A common stock, Class B common stock, preferred stock or convertible debt securities could dilute our common stockholders and adversely affect the market value of our Class A common stock.
• The future issuance of shares of Class A common stock, Class B common stock, preferred stock or convertible debt securities may dilute the economic and voting rights of our stockholders and reduce the market price of the Class A common stock.
• The issuance by us of additional shares of our Class A common stock, Class B common stock or securities convertible into our Class A common stock may dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Class A common stock.
• If an active market does not develop, holders of our Class A common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
• We also expect that the rules and regulations that we are now subject to as a result of being a public company will continue to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage for such directors and officers.
• As of March 2, 2026, we have outstanding approximately 27.1 million shares of Class B common stock (substantially all of which were issued in our Corporate Reorganization in September 2024), which shares are convertible into shares of Class A common stock on a one-to-one basis.
• These transfer restrictions will cease to apply as shares of Class B common stock automatically convert into shares of Class A common stock over the two-year period following their respective dates of issuance.
• In addition, beginning with this Annual Report on Form 10-K, we are required to furnish a report by management on the effectiveness of our internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act.
• If we identify material weaknesses in our internal control over financial reporting, if we are in the future unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could decline, and we could also become subject to investigations by the stock exchange on which our Class A common stock is listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
• We are a holding company and have no material assets other than our ownership of equity interests in our operating subsidiaries.
• As a holding company, we have no independent means of generating revenue, and our principal source of cash flow will be distributions from our subsidiaries.
• For example, our certificate of incorporation and bylaws: • provide that our board of directors is classified into three classes of directors with staggered three-year terms; • authorize the issuance of “blank check” preferred stock that could be issued by our board of directors without further action by our stockholders to increase the number of outstanding shares of capital stock, making a takeover more difficult and expensive; • do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; • do not permit stockholders to take action by written consent other than during the period in which we qualify as a “controlled company” within the meaning of NYSE rules; • provide that special meetings of the stockholders may be called only by or at the direction of the chair of our board or a majority of the directors; • provide that vacancies on our board of directors will be able to be filled only by our board of directors (subject to the provisions set forth in the Stockholders’ Agreement) and not by stockholders; • restrict the forum for certain litigation against us to Delaware; and • provide for advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

Gone since FY2024

• Certain states have a “freedom of choice” requirement as part of their state Medicaid programs or in separate legislation that enable a resident to select his/her provider.
• Our contracts with pharmaceutical wholesalers and manufacturers often provide us with, among other things, discounts on drugs we purchase and rebates and service fees.
• For example, the Inflation Reduction Act of 2022 contains several provisions that could have the effect of reducing the prices we can charge and the reimbursement we receive for the drugs we dispense, thereby reducing our profitability, and could adversely affect our financial condition and results of operations.
• In addition, a portion of our health plan payor reimbursements derive from our participation in the MHA Managed Care Network (“MHA”).
• In the event 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 to suffer with MHA under either the network participation agreement or the MHA GPO agreement, our reimbursements could be further impacted and our business and operating results could be adversely affected.
• We cannot predict the effect of technological changes on our business, and new services and technologies in the future could be superior to, or render obsolete, the technologies we currently use in our business.
• We have been subject to a ransomware attack, and may in the future be subject to various cyber or ransomware attacks or data breaches.
• A group of our stockholders, consisting of Bindley Capital Partners I, LLC (“Bindley Capital”), Pharmacy Investors, LLC (“Pharmacy Investors”), Cardinal Equity Fund LP (“Cardinal” and, together with Pharmacy Investors, the “Cardinal Stockholders”), Fred Burke, David Morris and Kendall Forbes (collectively, the “Guardian Founders”) beneficially own shares of our common stock representing a majority of our combined voting power.
• In addition, the Guardian Founders are able to determine the outcome of substantially all matters requiring action by our stockholders, including amendments to our certificate of incorporation and bylaws, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions even if such actions are not favored by our other stockholders.
• The Guardian Founders own more than 50% of the total voting power of our outstanding common stock and we are a “controlled company” under NYSE corporate governance standards.
• Our future issuance of Class A common stock, Class B common stock, preferred stock or debt securities could dilute our common stockholders and adversely affect the market value of our Class A common stock.
• The future issuance of shares of Class A common stock, Class B common stock, preferred stock or debt securities may dilute the economic and voting rights of our stockholders and reduce the market price of the Class A common stock.
• The issuance by us of additional shares of our Class A common stock, Class B common stock or securities convertible into our Class A common stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Class A common stock.
• As of March 15, 2025, we had outstanding 9,200,000 shares of our Class A common stock.
• If an active market does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
• We also expect that the new rules and regulations that we will be subject to as a result of being a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage for such directors and officers.
• As of December 31, 2024, we have outstanding approximately 54 million shares of Class B common stock, which shares are convertible into shares of Class A common stock on a one-to-one basis.
• These transfer restrictions will cease to apply as shares of Class B common stock automatically convert into shares of Class A common stock over the two year period following the IPO.
• In addition, beginning with our second Annual Report on Form 10-K, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act.
• If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could decline, and we could also become subject to investigations by the stock exchange on which our Class A common stock is listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
• Our limited operating history as a publicly-traded company, and our inexperience could materially and adversely affect us and our stockholders.
• We completed our IPO in September 2024 and became a publicly-traded company.
• Our senior management team lacks experience in operating a public company.
• As a publicly-traded company, we are required to develop and implement substantial control systems, policies and procedures in order to satisfy our periodic SEC reporting and NYSE obligations.
• We cannot guarantee that management’s past experience will be sufficient to successfully develop and implement these systems, policies and procedures and to operate our company.
• Failure to do so could jeopardize our status as a public company, and the loss of such status may materially and adversely affect us and our stockholders.
• While we currently qualify as an “emerging growth company” under the JOBS Act, taking advantage of the reduced disclosure requirements applicable to emerging growth companies could make our Class A common stock less attractive to investors.
• Once we lose emerging growth company status, the costs and demands placed upon our management are expected to increase.
• The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.
• As long as we qualify as an emerging growth company, we would be permitted, and we intend to, omit the auditor’s attestation on internal control over financial reporting that would otherwise be required by the Sarbanes-Oxley Act, as described above.
• We intend to take advantage of the extended transition period to comply with new or revised accounting standards applicable to public companies.
• We also intend to take advantage of the exemption provided under the JOBS Act from the requirements to submit say-on-pay, say-on-frequency and say-on-golden parachute votes to our stockholders and we will avail ourselves of reduced executive compensation disclosure that is already available to smaller reporting companies.
• We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur on the last day of the relevant fiscal year if the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (c) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period.
• Until such time that we lose “emerging growth company” status, it is unclear if investors will find our Class A common stock less attractive because we may rely on these exemptions.
• If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile and could cause our stock price to decline.
• We may lose emerging growth status within a relatively short period of time 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.
• Once we lose emerging growth company status, we expect the costs and demands placed upon our management to increase, as we would have to comply with additional disclosure and accounting requirements.
• We are a holding company and have no material assets other than our ownership of equity interests in our subsidiaries, including Guardian Pharmacy, LLC.

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