Share-based Compensation

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

7.	Share-based Compensation

2024 Equity and Incentive Compensation Plan

The Company adopted the Guardian Pharmacy Services, Inc. 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) on September 27, 2024. The initial number of shares of our Class A common stock available for awards under the 2024 Plan (the “Overall Share Limit”) was 2,000,000 shares. The Overall Share Limit is automatically increased on the first day of each fiscal year, beginning in 2025 and ending in 2034, by an amount equal to the lesser of (a) 1% of the shares of our common stock (including both Class A common stock and Class B common stock) outstanding on the last day of the immediately preceding fiscal year and (b) such smaller number of shares as determined by our board of directors. In 2026, the Overall Share Limit was increased by 633,206 shares in accordance with such provision. Such shares may be shares of original issuance or treasury shares or a combination of the two.

2026 Long-Term Incentive Program Awards

On February 11, 2026, the Compensation Committee of the Company’s Board of Directors approved the Company’s 2026 long-term incentive program (the “2026 LTIP”), consisting of restricted stock unit awards (“RSUs”) and

non-qualified

stock options (“Stock Options”), granted under the 2024 Plan.

RSU Awards

During the three months ended March 31, 2026, and under the 2026 LTIP, the Company granted RSU awards to certain executive and management employees of 421,746 units. These RSU awards cliff vest three years subsequent to the grant date of each award and upon vesting are settled in shares of Class A common stock.

Stock Options

During the three months ended March 31, 2026, and under the 2026 LTIP, the Company granted 525,000 Stock Options to certain executive and management employees. These Stock Option awards cliff vest three years subsequent to the grant date of each award, have a ten year term, and, if exercised, are settled in shares of Class A common stock.

Share-based compensation expense

Share-based compensation expense, recorded to selling, general, and administrative expenses in the consolidated statements of operations, was $3,968 and $1,861 during the three months ended March 31, 2025 and 2026, respectively.

As of March 31, 2026, unamortized share-based compensation costs related to share-based incentive awards is as follows (in thousands, except for the remaining service period):


	Amount		Weighted Average Remaining Service Period (years)
Restricted stock units	$	21,232		2.5
Stock options		7,427		2.9

Total unamortized share-based compensation cost	$	28,659