biote Corp. Q3 2026 stockholder profit falls to $407K
Lenders waived the quarter-end covenant noncompliance under the First Amendment, and biote reported compliance after giving effect to the amendment.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
biote Corp. (BTMD) reported third-quarter 2026 revenue of $43.334 million, compared with $47.956 million a year earlier, and net income attributable to biote Corp. stockholders of $407,000, versus $8.188 million. For the first nine months, revenue was $132.501 million versus $145.811 million, and the company reported an attributable net loss of $3.879 million versus income of $25.091 million. Net cash provided by operating activities was $6.412 million, compared with $27.625 million.
Cash and cash equivalents were $8.851 million at September 30, 2026. The May 2026 term loan was borrowed in full at $125.0 million; the balance-sheet term loan was $124.219 million before unamortized debt issuance costs. biote repurchased the remaining 6.1 million shares of its Class V voting stock for $18.5 million, fully satisfying the share repurchase liability. At September 30, biote was not in compliance with existing financial covenants; lenders waived the noncompliance under the First Amendment, and biote reported compliance after giving effect to the amendment. Asteria Health announced a voluntary recall of certain hormone-pellet lots; biote recorded a $1.3 million impairment in 2025 and no additional recall-related impairment through September 30, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointNine-month attributable result: $3.879 million loss, versus $25.091 million income.
- Moderate pointThird-quarter revenue: $43.334 million, versus $47.956 million a year earlier.
- Moderate pointNine-month operating cash flow: $6.412 million, versus $27.625 million.
Filing Explained
At September 30, 2026, fewer Class A shares were outstanding than at December 31, 2025, and the $35.0 million revolver remained undrawn.
This Form 10-Q is the company’s unaudited quarterly report, covering interim financial statements and updates to risks and liquidity. At
The credit agreement is secured by substantially all company assets; scheduled quarterly term-loan payments began
Key Figures
Key Terms
fixed charge coverage ratio financial
net realizable value financial
noncontrolling interest financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did BTMD report?
Was BTMD in compliance with its debt covenants?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to ______________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 4, 2026, the registrant had
Table of Contents
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Page |
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Cautionary Note Regarding Forward Looking Statements |
ii |
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PART I. |
FINANCIAL INFORMATION |
ii |
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Item 1. |
Financial Statements (Unaudited) |
ii |
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Condensed Consolidated Balance Sheets |
1 |
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) |
2 |
|
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) |
3 |
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Condensed Consolidated Statements of Cash Flows |
5 |
|
Notes to Condensed Consolidated Financial Statements |
6 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
22 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
32 |
Item 4. |
Controls and Procedures |
32 |
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PART II. |
OTHER INFORMATION |
34 |
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Item 1. |
Legal Proceedings |
34 |
Item 1A. |
Risk Factors |
35 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
35 |
Item 3. |
Defaults Upon Senior Securities |
36 |
Item 4. |
Mine Safety Disclosures |
36 |
Item 5. |
Other Information |
36 |
Item 6. |
Exhibits |
37 |
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Signatures |
38 |
|
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “hope,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative of these terms or other similar terms or expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to statements regarding biote Corp.’s future results of operations and financial position, industry and business trends, business strategy, plans, market growth and management’s expectations, hopes, beliefs, intentions, or strategies regarding the future.
These forward-looking statements are based on information available as of the date of this Quarterly Report, and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with Part I, Item 1A. “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), filed with the SEC on March 13, 2026, and Part II, Item 1A. “Risk Factors” in this Quarterly Report as supplemented by other cautionary statements that are included elsewhere in this Quarterly Report and in our public filings, including under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Any forward-looking statement made by us speaks only as of the date on which we make it. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
ii
biote Corp.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts) (Unaudited)
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September 30, |
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December 31, |
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2026 |
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2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Inventory, net |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Capitalized software, net |
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Goodwill |
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Intangible assets, net |
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Operating lease right-of-use assets |
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Deferred tax assets, net |
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Other non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Deficit |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Term loan, current |
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Deferred revenue, current |
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Earnout liabilities, current |
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Operating lease liabilities, current |
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Share repurchase liabilities |
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Total current liabilities |
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Term loan, net of current portion |
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Revolving loans |
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Deferred revenue, net of current portion |
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Operating lease liabilities, net of current portion |
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Other non-current liability |
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TRA liability |
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Earnout liabilities |
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Total liabilities |
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Stockholders’ Deficit |
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Preferred stock, $ |
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Class A common stock, $ |
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Class V voting stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
) |
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( |
) |
Accumulated other comprehensive loss |
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( |
) |
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( |
) |
Treasury stock, at cost |
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( |
) |
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( |
) |
biote Corp.’s stockholders’ deficit |
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( |
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( |
) |
Noncontrolling interest |
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Total stockholders’ deficit |
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( |
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( |
) |
Total liabilities and stockholders’ deficit |
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$ |
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$ |
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||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
biote Corp.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except share and per share amounts) (Unaudited)
|
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue: |
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Product revenue |
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$ |
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$ |
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$ |
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$ |
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Service revenue |
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Total revenue |
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Cost of revenue |
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Cost of products |
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Cost of services |
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Cost of revenue |
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Selling, general and administrative |
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Income from operations |
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Other income (expense), net: |
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Interest expense, net |
|
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Loss on extinguishment of debt |
|
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— |
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( |
) |
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— |
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Gain from change in fair value of earnout liabilities |
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||||
Other income (expense), net |
|
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Total other income (expense), net |
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( |
) |
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( |
) |
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Income (loss) before provision for income taxes |
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( |
) |
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Income tax (benefit) expense |
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( |
) |
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Net income (loss) |
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( |
) |
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Less: Net income (loss) attributable to noncontrolling interest |
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( |
) |
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|||
Net income (loss) attributable to biote Corp. stockholders |
|
$ |
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$ |
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$ |
( |
) |
|
$ |
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|||
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||||
Other comprehensive income: |
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||||
Foreign currency translation adjustments |
|
$ |
( |
) |
|
$ |
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$ |
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$ |
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|||
Other comprehensive income (loss) |
|
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( |
) |
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|||
Comprehensive income (loss) |
|
$ |
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$ |
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$ |
( |
) |
|
$ |
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|||
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||||
Net income (loss) per common share |
|
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||||
Basic |
|
$ |
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$ |
|
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$ |
( |
) |
|
$ |
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|||
Diluted |
|
$ |
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$ |
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$ |
( |
) |
|
$ |
|
|||
Weighted average common shares outstanding |
|
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||||
Basic |
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Diluted |
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|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
biote Corp.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except share amounts) (Unaudited)
|
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Total |
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|||||||||||
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Accumulated |
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Stockholders’ |
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|||||||||||
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Additional |
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Other |
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Deficit |
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Non- |
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Total |
|
|||||||||||||||||
|
Class A Common Stock |
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Class V Voting Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Treasury |
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Attributable to |
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controlling |
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Stockholders’ |
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|||||||||||||||
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Stock |
|
biote Corp. |
|
Interest |
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Deficit |
|
|||||||||||
Balance at December 31, 2025 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
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|||||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
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|
||||
Other comprehensive income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Class A common stock repurchased |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
TRA liability |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
|
|
|
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|
|
|
|
|
|
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|
|
|
|
|||||||||||
Balance at March 31, 2026 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
|
|
|
|
|
|
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|
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|
|
|
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|
|||||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Vesting of RSUs |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
|
|
— |
|
||
Issuance of stock under purchase plans |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|||||
Class A common stock repurchased |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
TRA liability |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2026 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Class A common stock repurchased |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
TRA liability |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 30, 2026 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
biote Corp.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except share amounts) (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
Stockholders’ |
|
|
|
|
|
|||||||||||
|
|
|
Additional |
|
|
|
|
Other |
|
|
|
Deficit |
|
Non- |
|
Total |
|
|||||||||||||||||
|
Class A Common Stock |
|
Class V Voting Stock |
|
Paid-in |
|
Accumulated |
|
|
Comprehensive |
|
Treasury |
|
Attributable to |
|
controlling |
|
Stockholders’ |
|
|||||||||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Deficit |
|
|
Loss |
|
Stock |
|
biote Corp. |
|
Interest |
|
Deficit |
|
|||||||||||
Balance at December 31, 2024 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
TRA liability |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 31, 2025 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Vesting of RSUs |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
— |
|
||
Issuance of stock under purchase plans |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|||||
Exercise of stock options |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
|
|||
Shares issued in connection with acquisition |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
— |
|
||
TRA liability |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2025 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Class A common stock repurchased |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
Legal Settlement - Liabilities |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
TRA liability |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 30, 2025 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
biote Corp.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating Activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Bad debt (recovery) expense |
|
|
( |
) |
|
|
|
|
Amortization of debt issuance costs |
|
|
|
|
|
|
||
Provision for (recovery of) obsolete inventory |
|
|
( |
) |
|
|
|
|
Non-cash lease expense |
|
|
|
|
|
|
||
Non-cash interest on share repurchase liability |
|
|
— |
|
|
|
|
|
Share-based compensation expense |
|
|
|
|
|
|
||
Gain from change in fair value of earnout liabilities |
|
|
( |
) |
|
|
( |
) |
Loss on extinguishment of debt |
|
|
|
|
|
— |
|
|
Deferred income taxes |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
( |
) |
|
Inventory |
|
|
|
|
|
( |
) |
|
Other assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
|
|
|
( |
) |
|
Deferred revenue |
|
|
( |
) |
|
|
( |
) |
Accrued expenses |
|
|
|
|
|
( |
) |
|
Payments pursuant to TRA |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
Investing Activities |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchases of capitalized software |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Financing Activities |
|
|
|
|
|
|
||
Repurchases of Class A common stock |
|
|
( |
) |
|
|
( |
) |
Borrowings on revolving loans |
|
|
|
|
|
— |
|
|
Repayments on revolving loans |
|
|
( |
) |
|
|
— |
|
Principal repayments on term loan |
|
|
( |
) |
|
|
( |
) |
Borrowings on term loan |
|
|
|
|
|
— |
|
|
Extinguishment of debt |
|
|
( |
) |
|
|
— |
|
Debt issuance costs |
|
|
( |
) |
|
|
— |
|
Payments on repurchase liability |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
— |
|
|
|
|
|
Issuance of stock under purchase plan |
|
|
|
|
|
|
||
Distributions |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
||
Net decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
biote Corp.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Description of Business—biote Corp. (inclusive of its consolidated subsidiaries, the “Company” or “Biote”) is a Delaware incorporated company headquartered in Irving, Texas. The Company was founded in 2012 and trains physicians and nurse practitioners in therapeutic wellness and hormone optimization using bioidentical hormone replacement pellet therapy in men and women experiencing hormonal imbalance.
On May 26, 2022 (the “Closing Date”), BioTE Holdings, LLC (“Holdings,” inclusive of its direct and indirect subsidiaries, the “BioTE Companies,” and as to its members, the “Members”) completed a series of transactions (the “Business Combination”) with Haymaker Acquisition Corp. III (“Haymaker”), Haymaker Sponsor III LLC (the “Sponsor”), BioTE Management, LLC, Dr. Gary S. Donovitz, in his individual capacity, and Teresa S. Weber, in her capacity as the Members’ representative (in such capacity, the “Members’ Representative”) pursuant to the business combination agreement (the “Business Combination Agreement”) dated December 13, 2021 (the “Closing”). As a result of the Business Combination, Haymaker was renamed “biote Corp.”
Basis of Presentation—The unaudited condensed consolidated financial statements include the accounts of Biote and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and therefore do not include all information and disclosures required by U.S. GAAP for annual consolidated financial statements. The unaudited condensed consolidated balance sheet as of December 31, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity (deficit) and cash flows. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the 2025 Form 10-K.
Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions used for determining the collectability of accounts receivable, inventory valuations, fair value of long-lived assets, goodwill valuations, contingent liability valuations and share-based compensation. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the entire year.
The accounting policies of the Company are set forth in Note 2 Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in the Company’s 2025 Form 10-K.
There have been no changes to the significant accounting policies described in the 2025 Form 10-K that have had a material impact on the Company’s unaudited condensed consolidated financial statements and related notes, other than the selected information below.
Other Current Assets—
|
|
September 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Prepaid expenses |
|
$ |
|
|
$ |
|
||
Advances |
|
|
|
|
|
|
||
Income tax receivable |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total other current assets |
|
$ |
|
|
$ |
|
||
Prepaid expenses include software and technology licensing agreements, insurance premiums and other advance payments for services to be received over the next 12 months. Advances are comprised of deposit payments to vendors for inventory purchase orders to be received in the next 12 months. Other assets consist of interest earned, but not received, on the Company’s money market account.
Share Repurchase Liabilities—Share repurchase liabilities were the result of settlements with former shareholders. These liabilities were accounted for as forward share repurchase contracts. The forward share repurchase liabilities were initially measured at the present value of the settlement amounts discounted at the rate implicit at inception and subsequently remeasured using the effective
6
interest rate method. Changes in the carrying amounts of the forward share repurchase liabilities were recorded in interest expense in the unaudited condensed consolidated statement of operations and comprehensive income (loss). The reduction of Class A common stock outstanding was recorded at the inception of the forward share repurchase contracts and factored into the calculation of weighted average shares outstanding at that time.
During the nine months ended September 30, 2026, the Company repurchased the remaining
Defined Contribution Retirement Plan—Effective January 1, 2021, the Company offers participation in the BioTE Medical, LLC (“BioTE Medical”) 401(k) Plan (the “401(k) Plan”), a defined contribution plan providing retirement benefits to eligible employees. Eligible employees may contribute a portion of their annual compensation to the 401(k) Plan, subject to the maximum annual amounts as set periodically by the Internal Revenue Service. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to
The Company made safe harbor contributions under the 401(k) Plan of $
Concentrations—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, credit agreements, and inventory purchases. The Company’s cash balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances.
As of September 30, 2026 and December 31, 2025,
Inventory purchases from
Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance. The Company did
Recent Accounting Pronouncements Not Yet Adopted—In December 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. ASU 2025-11 also adds lists to ASC 270 of the interim disclosures required by all other codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual reporting periods beginning after December 15, 2027. The Company is assessing the effect of this update on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 650-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages. Under this guidance, capitalization of eligible costs begins when management has authorized and committed to funding the software project and it is probable the project will be completed and the software will be used for the function intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, using a prospective approach, modified transition approach for in-process projects or a retrospective approach. Early adoption is permitted. The Company is assessing the effect of this update on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which improves financial reporting by requiring disclosure of additional information about certain costs and expenses in the notes to the interim and annual financial statements. The amendments in this ASU are applied either prospectively to financial statements issued after the effective date or retrospectively to any or all prior periods presented in the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of this update on its consolidated financial statements.
7
The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined at this time that all other ASUs issued but not yet adopted are either not applicable or are expected to have a minimal impact on its financial position and results of operations.
Revenue recognized for each revenue stream was as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Pellet procedures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Dietary supplements |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Disposable trocars |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shipping fees and other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Training |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contract-term services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Revenue recognized by geographic region was as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
All other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
||||
All other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Significant changes in contract liability balances were as follows:
|
|
Nine Months Ended September 30, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
Description of change |
|
Deferred Revenue |
|
|
Deferred Revenue, |
|
|
Deferred Revenue |
|
|
Deferred Revenue, |
|
||||
Revenue recognized that was included in the contract liability balance at the beginning of the period |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
Increases due to cash received, excluding amounts recognized as revenue during the period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transfers between current and non-current liabilities due to the expected revenue recognition period |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total increase (decrease) in contract liabilities |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue, current in the unaudited condensed consolidated balance sheets and is expected to be recognized as revenue within one year as the training is performed. Consideration allocated to contract-term services is presented within deferred revenue, current and deferred revenue, net of current portion for the amounts expected to be recognized within one year and longer than one year, respectively.
Consideration allocated to the premiums within the management fee for pellet procedures is presented within deferred revenue, current and deferred revenue, net of current portion for amounts expected to be recognized within one year and longer than one year, respectively.
8
Consideration allocated to performance obligations was as follows:
|
|
September 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Unsatisfied training obligations, current |
|
$ |
|
|
$ |
|
||
Unsatisfied contract-term services, current |
|
|
|
|
|
|
||
Unsatisfied contract-term services, net of current portion |
|
|
|
|
|
|
||
Total allocated to unsatisfied contract-term services |
|
|
|
|
|
|
||
Unsatisfied pellet procedures, current |
|
|
|
|
|
|
||
Unsatisfied pellet procedures, net of current portion |
|
|
|
|
|
|
||
Total allocated to unsatisfied pellet procedures |
|
|
|
|
|
|
||
Total deferred revenue, current |
|
$ |
|
|
$ |
|
||
Total deferred revenue, net of current portion |
|
$ |
|
|
$ |
|
||
The Company does not have a history of material returns or refunds and generally does not offer warranties or guarantees for any products or services. There were
The components of inventory, net were as follows:
|
|
September 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Product inventory – Pellets |
|
$ |
|
|
$ |
|
||
Pellets in process |
|
|
|
|
|
|
||
Raw materials |
|
|
|
|
|
|
||
Less: Obsolete and expired pellet allowance |
|
|
( |
) |
|
|
( |
) |
Pellet inventory, net |
|
|
|
|
|
|
||
Product inventory – Dietary supplements |
|
|
|
|
|
|
||
Raw materials |
|
|
|
|
|
|
||
Less: Obsolete and expired dietary supplement allowance |
|
|
( |
) |
|
|
( |
) |
Dietary supplement inventory, net |
|
|
|
|
|
|
||
Inventory, net |
|
$ |
|
|
$ |
|
||
On January 26, 2026, the Company announced its subsidiary, Asteria Health, issued a voluntary recall of specific lots of hormone pellets shipped by Asteria Health between May 20, 2025 and January 19, 2026 due to the potential presence of metal particulate matter (the “January 2026 Voluntary Recall”). The Company evaluated its pellet inventory on hand as of the date of the recall, and determined the pellet inventory lots impacted by the recall were impaired as of December 31, 2025. As a result, the Company recorded an impairment charge of $
Property and equipment, net consisted of the following:
|
|
September 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Trocars |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Office equipment |
|
|
|
|
|
|
||
Compounding equipment |
|
|
|
|
|
|
||
Computer software |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Computer equipment |
|
|
|
|
|
|
||
Construction in process |
|
|
|
|
|
|
||
Property and equipment |
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
9
Depreciation expense for property and equipment recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss) was as follows:
(in thousands) |
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
Primary Location |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of products |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Selling, general and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company has not acquired any property and equipment under finance leases.
The Company’s property and equipment are all held within the United States.
Capitalized software, net consisted of the following:
|
|
September 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Website costs |
|
$ |
|
|
$ |
|
||
Development in process |
|
|
|
|
|
|
||
Less: Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Capitalized software, net |
|
$ |
|
|
$ |
|
||
Total amortization expense for capitalized software was $
Intangible assets, net consisted of the following:
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
(in thousands) |
|
Fair Value at Acquisition |
|
|
Accumulated Amortization |
|
|
Net Carrying Value |
|
|
Fair Value at Acquisition |
|
|
Accumulated Amortization |
|
|
Net Carrying Value |
|
||||||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Developed technology |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Non-compete agreement |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Trade names |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Definite Lived Intangible Asset Amortization
Amortization expense related to definite lived intangible assets was $
The estimated amortization expense is as follows:
As of September 30, |
|
(in thousands) |
|
|
2026 (remaining three months) |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
10
Accrued expenses consisted of the following:
|
|
September 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Accrued professional fees |
|
$ |
|
|
$ |
|
||
Accrued deferred loan costs |
|
|
|
|
|
|
||
Accrued employee-related costs |
|
|
|
|
|
|
||
Legal settlement accrual |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Accrued expenses |
|
$ |
|
|
$ |
|
||
Debt Refinancing
On May 8, 2026, the Company entered into an amended and restated credit agreement with Truist Bank (the “Existing Credit Agreement” and, as amended by the First Amendment (as defined below), the “Credit Agreement”). The Credit Agreement provides for (i) a $
Pursuant to the Credit Agreement, the Company may borrow under the Revolving Loans from time to time up to the total commitment of $
The Credit Agreement is secured by substantially all of the assets of the Company and is subject to, among other provisions, customary covenants regarding indebtedness, liens, negative pledges, restricted payments, certain prepayments of indebtedness, investments, fundamental changes, disposition of assets, sale and lease-back transactions, transactions with affiliates, amendments of or waivers with respect to restricted debt and permitted activities of the Company, in each case, subject to heightened restrictions for the duration of the Covenant Change Period (as defined below).
Truist Term Loan
On May 22, 2022, the Company entered into a loan agreement with Truist Bank (as amended from time to time prior to May 8, 2026, the “Original Truist Credit Agreement”) for $
11
Pursuant to the Original Truist Credit Agreement, the Company could borrow under the $
Deferred loan costs
The Company capitalized lender’s fees and related attorneys’ fees of $
During the three months ended September 30, 2026, the Company did
Long-term debt was as follows:
|
|
September 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Term loan |
|
$ |
|
|
$ |
|
||
Less: Current portion |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Less: Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Term loan, net of current portion |
|
$ |
|
|
$ |
|
||
Future maturities of long-term debt, excluding debt issuance costs, are as follows:
As of September 30, |
|
(in thousands) |
|
|
2026 (remaining three months) |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
$ |
|
|
Certain of the Company’s equity holders received earnout securities that will vest if certain share price targets (the “Triggering Events”) are achieved by
The earnout securities are classified as a liability in the Company’s unaudited condensed consolidated balance sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value and is
12
subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Please refer to Note 11 for additional information on the fair value of the earnout liability.
The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined in Note 2 to the consolidated financial statements in the 2025 Form 10-K.
The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and short- and long-term debt. The carrying value of accounts receivable, accounts payable, accrued expenses and short-term debt are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments.
The Company’s debt instruments are carried at amortized cost in its unaudited condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s Term Loan and Revolving Loans generally approximate their carrying values.
The following table presents information regarding the Company’s financial liabilities that were measured at fair value on a recurring basis:
|
|
September 30, 2026 |
|
|||||||||||||
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnout liability, current |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
|
|
December 31, 2025 |
|
|||||||||||||
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnout liability |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
There were no movements between levels during the three and nine months ended September 30, 2026.
Level 3 Disclosures
Earnout Liabilities
The earnout liability related to the Business Combination Agreement was valued using a Monte Carlo simulation in order to project the future path of the Company’s stock price over the earnout period. The earnout liability related to the 2024 acquisition of Simpatra was valued using a Monte Carlo simulation in order to project the future path of Simpatra’s revenue and the Company’s stock price over the earnout period. The Company executed an agreement with the seller to settle various matters related to the asset purchase, including among other items, releasing the Company from its obligation related to the earnout liability. As a result, the Company recorded a nominal gain, which was included in gain (loss) on change in fair value of earnout liabilities on the unaudited condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended September 30, 2026. The carrying amount of these liabilities may fluctuate significantly, and actual amounts paid may be materially different from the liability’s estimated fair value.
The following table provides the significant inputs used to measure the fair value of the level 3 earnout liability related to the Business Combination Agreement:
|
|
As of |
|
|||||
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Stock price |
|
$ |
|
|
$ |
|
||
Risk-free rate |
|
|
% |
|
|
% |
||
Volatility |
|
|
% |
|
|
% |
||
Term (in years) |
|
|
|
|
|
|
||
13
The following table provides the significant inputs used to measure the fair value of the level 3 earnout liability related to the acquisition of Simpatra:
|
|
As of |
|
|
|
|
December 31, 2025 |
|
|
Stock price |
|
$ |
|
|
Risk-free rate |
|
|
% |
|
Equity volatility |
|
|
% |
|
Revenue volatility |
|
|
% |
|
Revenue discount rate |
|
|
% |
|
Correlation factor |
|
|
% |
|
Term (in years) |
|
|
|
|
Changes in the fair value of the Company’s Level 3 financial instruments were as follows:
(in thousands) |
|
Earnout Liability |
|
|
Fair value as of December 31, 2025 |
|
$ |
|
|
Gain from change in fair value |
|
|
( |
) |
Fair value as of September 30, 2026 |
|
$ |
|
|
The Company is organized in an umbrella partnership-C corporation (“Up-C”) structure in which the business of the Company is operated by Holdings and Biote’s only material direct asset consists of equity interests in Holdings. As of September 30, 2026, Biote’s ownership of Holdings was approximately
The non-controlling interest holders may redeem their units in Holdings for an equal number of shares of Biote’s Class A common stock or, at the election of the Company, cash. As a result, Biote’s ownership interest in Holdings will continue to increase. Because redemptions for cash are solely within the control of the Company, non-controlling interest is presented in permanent equity.
Restricted Stock Units
The Company grants restricted stock units (“RSUs”) to certain employees under the 2022 Equity Incentive Plan and are valued based on the closing price of the Company’s Class A common stock on the date of grant.
|
|
Shares |
|
|
Weighted-Average |
|
||
RSUs outstanding at December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
Vested |
|
|
( |
) |
|
$ |
|
|
RSUs outstanding at December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
Vested |
|
|
( |
) |
|
$ |
|
|
RSUs outstanding at September 30, 2026 |
|
|
|
|
$ |
|
||
The Company recognized share-based compensation expense of $
14
Stock Options
The Company grants stock options to certain employees, directors, and consultants under the 2022 Equity Incentive Plan.
|
|
Shares |
|
|
Weighted-Average |
|
|
Weighted-Average |
|
|||
Options outstanding at December 31, 2024 |
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|
$ |
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|
|||
Granted |
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$ |
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|
|||
Exercised |
|
|
( |
) |
|
$ |
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
||
Options outstanding at December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
$ |
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
||
Options outstanding at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
Options exercisable at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
The Company recognized share-based compensation expense of $
The weighted-average assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2026 were as follows:
|
|
September 30, |
|
|
|
|
2026 |
|
|
Expected term (in years) |
|
|
|
|
Volatility |
|
|
% |
|
Risk-free rate |
|
|
% |
|
Dividend yield |
|
|
% |
|
Stock Purchase Plan
On May 26, 2022, the Company’s Board of Directors approved the 2022 Employee Stock Purchase Plan (the “ESPP”). The maximum number of shares of the Company’s common stock that may be issued under the ESPP is equal to the sum of
The Company recognized share-based compensation expense of $
On July 1, 2014, the Company entered into a contract to lease office space in the Las Colinas Business Center in Irving, TX. Subsequent to execution of the contract, the Company revised the lease to include additional space and extend the lease term through
On September 11, 2024, the Company entered into a
On April 24, 2026, the Company entered into a
15
The Company recognizes operating lease costs on a straight-line basis over the lease term within selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Fixed lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
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|
||||
Other information: |
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|
|
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|
|
|
|
|
|
|
|
||||
Cash paid for amounts included in the measurement of lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of ROU assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases:
|
|
September 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Lease assets |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
$ |
|
|
$ |
|
||
Total lease assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Current: |
|
|
|
|
|
|
||
Operating lease liabilities |
|
$ |
|
|
$ |
|
||
Non-current: |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Total lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted-average remaining lease term — operating leases (years) |
|
|
|
|
|
|
||
Weighted-average discount rate — operating leases |
|
|
% |
|
|
% |
||
The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to the total lease obligation:
As of September 30, |
|
(in thousands) |
|
|
2026 (remaining three months) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
|
|
|
Less: Interest |
|
|
( |
) |
Present value of lease liabilities |
|
$ |
|
|
The Company is subject to U.S. federal and state taxes with respect to its allocable share of any taxable income or loss of Holdings as well as any stand-alone income or loss it generates. Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, Holdings’ taxable income or loss is passed through to and included in the taxable income or loss of its members, including the Company. Despite its status as a partnership in the U.S., Holdings’ foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries may record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded.
On December 13, 2021, the Company entered into a tax receivable agreement with the then-existing non-controlling interest holders (the “TRA”) that provides payments to be made to non-controlling interest holders of approximately
16
payments made under the TRA. The Company expects to benefit from the remaining
On a quarterly basis, the Company estimates the effective tax rate expected to be applicable for the full year and makes changes, if necessary, based on new information or events. The estimated annual effective tax rate is forecasted based on actual historical information and forward-looking estimates and is used to provide for income taxes in interim reporting periods. The Company also recognizes the tax impact of certain unusual or infrequently occurring items, such as the effects of changes in tax laws or rates and impacts from settlements with tax authorities, discretely in the quarter in which they occur. The Company recorded income tax expense of $
The Company continues to evaluate its deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of these deferred tax assets will not be realized. As part of the Company’s analysis, it considered both positive and negative factors that impact profitability and whether those factors would lead to a change in the estimate of its deferred tax assets that may be realized in the future. Based on the Company’s analysis, it has recorded a valuation allowance related to foreign deferred tax assets as of September 30, 2026. The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly.
On January 24, 2024, the Company’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $
During the three months ended September 30, 2026, the Company purchased
As of September 30, 2026, the remaining balance of the repurchase program was $
The computation of basic and diluted net income (loss) per common share is based on net income (loss) attributable to Biote stockholders divided by the basic and diluted weighted average number of shares of Class A common stock outstanding.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands, except share and per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to biote Corp. stockholders (basic and diluted) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding - basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding - diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Net income (loss) per common share information for the three and nine months ended September 30, 2026 and 2025 reflects only the net income (loss) attributable to holders of Biote’s Class A common stock, as well as both basic and diluted weighted average Class A common stock outstanding. Net income (loss) per common share is not separately presented for Class V voting stock because it has no economic rights to the income or loss of the Company. Class V voting stock is considered in the calculation of dilutive net income (loss) per common share on an if-converted basis as these shares, together with the related non-controlling interests, have redemption rights into Class A common stock that could result in additional Class A common stock being issued. All other potentially dilutive securities are determined based on the treasury stock method.
17
The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted weighted average shares outstanding for the periods indicated because including them would have had an antidilutive effect:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
RSUs |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Stock Options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class V Voting Stock |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Member Earnout Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sponsor Earnout Shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Litigation Risk
From time to time, the Company may become involved in various legal actions arising in the ordinary course of business. Management is of the opinion that the ultimate liability, if any, from these actions will not have a material effect on its financial condition or results of operations. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. These types of matters naturally develop over a period of time and expectations can change as a result of appeals, rulings, settlements, new findings, or other factors. Often, the Company is unable to determine that a loss is probable, or to reasonably estimate the amount of loss or a range of loss, for a matter because of the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the matter. From time to time, the Company may settle claims brought against it if the Company determines that such settlement is in the Company’s best interest.
Right Value Litigation
On January 30, 2024, a lawsuit was filed in the 162nd Judicial District Court of Dallas County, Texas (the “District Court of Dallas County”) against the Company by Right Value Drug Stores, LLC d/b/a Carie Boyd’s Prescription Shop n/k/a Carie Boyd Pharmaceuticals (“Right Value”). The lawsuit generally alleges breach of contract, fraud, and declaratory judgment (“Right Value Litigation”). The Company has brought counterclaims against Right Value generally for fraud, breach of contract, and quantum meruit.
On February 26, 2025, BioTE Medical entered into a Settlement Agreement (the “Settlement Agreement”) with Right Value. Pursuant to the Settlement Agreement, BioTE Medical agreed to pay Right Value an aggregate amount of $
Yosaki and Mioko Trusts
On July 12, 2024, a lawsuit was filed in the Delaware Court of Chancery against Haymaker Sponsor III, LLC, the Company's outside legal counsel, and certain Company executive officers and directors (collectively, “Defendants”) by two trusts (“Plaintiffs”) that allegedly owned shares representing approximately
Cindy Latch
On November 15, 2024, Cindy Latch, an actress / model who formerly appeared in one BioTE marketing video, filed suit against BioTE alleging misappropriation of her name, image and likeness by both BioTE and various of its approved practitioners and sought a temporary restraining order and temporary injunction. On April 14, 2026, the Company entered into a settlement agreement and release, pursuant to which the Company paid Ms. Latch an aggregate amount of $
18
Other Resolved Legal Matters
During the nine months ended September 30, 2026, the Company actively sought to resolve legal matters to reduce risk and avoid the ongoing expense of litigation. In addition to the claims listed above, as of September 30, 2026, the Company had either resolved or reached an agreement on the material terms of settlement related to various legal matters. The Company recorded a charge of $
Inventory Purchase Commitments
Purchase obligations, which include legally binding contracts such as firm minimum commitments for inventory purchases are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
As of September 30, 2026 and December 31, 2025, the Company had satisfied its inventory purchase commitments for 2026 and 2025, respectively. On April 9, 2026, the Company extended its inventory purchase commitment for a term of
The Company issues inventory purchase orders in the ordinary course of business, which represent authorizations to purchase inventory from a vendor rather than a binding agreement. Accordingly, purchase orders for inventory are excluded from the obligation above. The Company’s purchase orders are based on its current inventory needs and are filled by the Company’s suppliers within a short period of time.
Tax Distributions
To the extent the Company has funds legally available, the board of directors will approve distributions to each stockholder on a quarterly basis, in an amount per share that, when added to all other distributions made to such stockholder with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such stockholder as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year.
On January 30, 2025, the Company entered into a consulting agreement with Ms. Teresa S. Weber, which provided that Ms. Weber serve as a strategic advisor to the Company and its Board of Directors for up to one year, to assist with the chief executive officer transition and to work on special projects. Under the terms of the consulting agreement, the Company paid Ms. Weber $
The Company purchases dietary supplements inventories from a vendor in which the Company’s founder holds a minority interest. The Company did
Segment Information—Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates as
19
The following table presents selected financial information with respect to the Company’s operating segment:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee-related costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (income) expense, net |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Income tax (benefit) expense |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Other segment items(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
(1)
See the consolidated financial statements for other financial information regarding the Company’s operating segment.
Total U.S. revenues were $
The Company's long-lived tangible assets, as well as its operating lease right-of-use assets recognized on the unaudited condensed consolidated balance sheets were located in the U.S.
The Company evaluated subsequent events from September 30, 2026, the date of these unaudited condensed consolidated financial statements, through November 9, 2026, which represents the date the unaudited condensed consolidated financial statements were issued, for events requiring adjustment to or disclosure in these unaudited condensed consolidated financial statements.
First Amendment to Existing Credit Agreement
On November 4, 2026 the Company executed a first amendment to its Existing Credit Agreement and waiver (the “First Amendment”), which among other things: (i) waived the Company’s noncompliance with its financial covenants for the fiscal period ended on September 30, 2026, (ii) relaxed the requirements under the existing fixed charge coverage ratio covenant and the total net leverage ratio covenant for the duration of the period commencing on July 1, 2026 and ending (subject to achieving certain compliance milestones) on January 1, 2028 (the “Covenant Change Period”), (iii) introduced two new financial covenants, including (A) a minimum liquidity covenant and (B) a minimum consolidated EBITDA covenant, (iv) increased the interest rate applicable to the loans by introducing an additional Level 3 accruing at plus
Pursuant to the Credit Agreement, the Company must maintain a total net leverage ratio of less than or equal to the following:
Period Ending: |
|
Net Leverage Ratio |
June 30, 2026 |
|
|
September 30, 2026 |
|
|
December 31, 2026 |
|
|
March 31, 2027 |
|
|
June 30, 2027 |
|
|
September 30, 2027 |
|
|
December 31, 2027 |
|
|
January 1, 2028 - Maturity |
|
20
Additionally, pursuant to the Credit Agreement, the Company must not permit its consolidated EBITDA (as defined in the Credit Agreement) to be less than the following as of the last day of each period as follows:
Period Ending: |
|
Minimum Consolidated EBITDA |
September 30, 2026 |
|
$ |
December 31, 2026 |
|
$ |
March 31, 2027 |
|
$ |
June 30, 2027 |
|
$ |
September 30, 2027 |
|
$ |
Each period ended thereafter until maturity |
|
$ |
The Company also must not permit (i) the fixed charge coverage ratio to be less than
The Company estimates it will incur lender’s fees and related attorneys’ fees of approximately $
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed in Part I, Item 1A. “Risk Factors” in the 2025 Form 10-K. You should carefully read the information under “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report. We assume no obligation to update any of these forward-looking statements except as required by law. Actual results may differ materially from those contained in any forward-looking statements.
Overview
Biote trains physicians and nurse practitioners in hormone optimization using bioidentical hormone replacement pellet therapy in men and women experiencing hormonal imbalance. The “Biote Method” is a comprehensive, end-to-end practice building platform that provides Biote-certified practitioners with the following components specifically developed for practitioners in the hormone optimization space: Biote Method education, training and certification, practice management software, inventory management software, and information regarding available hormone replacement therapy products, as well as digital and point-of-care marketing support. We also sell a complementary Biote-branded line of dietary supplements. By virtue of our historical performance over the past 14 years, we believe that our business model has been successful, remains differentiated, and is well positioned for future growth.
Our go-to-market strategy focuses on:
A portion of the bioidentical hormone pellets used by Biote-certified practitioners are manufactured by our 503B outsourcing facility, Asteria Health; therefore, in order to meet demand we have agreements with AnazaoHealth (the “AnazaoHealth Pharmacy Services Agreement”) and Carie Boyd (the “Outsourcing Facility Services Agreement”) each of which are FDA registered 503B outsourcing facilities. Bioidentical hormone pellets are shipped directly to Biote-certified practitioners. Custody of the bioidentical hormone pellets is with Biote-certified practitioners. However, the bioidentical hormone pellets are recorded as inventory in our consolidated balance sheets from the date of shipment until the point in time they are dispensed by a Biote-certified practitioner. Biote-certified practitioners record the dispensation of bioidentical hormone pellets and monitor inventory levels in the inventory management system that is offered as part of the Biote Method.
Bioidentical hormone pellets have a finite life ranging from six to twelve months. We assume the risk of loss due to expiration, damage or otherwise. Additionally, the products offered in our Biote-branded dietary supplement portfolio are produced by third-party manufacturers located in the United States. We contract with a third party to provide warehousing, co-packing and logistics services for our Biote-branded dietary supplements.
22
To strengthen control over our supply chain, enhance operational efficiency and reduce production costs, we are focused on vertical integration through strategic transactions. For example, in March 2024, we acquired Asteria Health, a 503B outsourcing facility to compound bioidentical hormones. Although Asteria Health has been integrated into our processes, we continue to utilize our current vendor network to manage our supply chain to meet the demands of our Biote-certified clinics. On November 1, 2024, AnazaoHealth provided notice that it was exercising its right to terminate the AnazaoHealth Pharmacy Services Agreement with such termination to be effective as of May 1, 2025. In the second quarter of 2025, we executed a second amendment to the AnazaoHealth Pharmacy Services Agreement effective July 19, 2025 (the “Second Amendment”), which extended the AnazaoHealth Pharmacy Services Agreement through December 31, 2027 and provided for a one-year extension at our discretion. On April 9, 2026, we extended the Second Amendment for a term of one year, with the option to extend our commitment until December 31, 2028 (the “2027 Commitment”). With the Second Amendment and 2027 Commitment in place and through our existing direct manufacturing capabilities, we believe we are well positioned to continue meeting the product demands of our current Biote certified practitioners while focusing on expanding our Biote-certified clinic network.
The following table presents a summary of our key financial results:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Total revenue |
|
$ |
43,334 |
|
|
$ |
47,956 |
|
|
$ |
132,501 |
|
|
$ |
145,811 |
|
Net income (loss) |
|
|
569 |
|
|
|
9,216 |
|
|
|
(4,183 |
) |
|
|
28,980 |
|
Adjusted EBITDA* |
|
|
5,076 |
|
|
|
12,881 |
|
|
|
19,362 |
|
|
|
41,807 |
|
*Please refer to “Non-GAAP Measures” below for reconciliations of Adjusted EBITDA to the most directly comparable U.S. GAAP measure, net income (loss), and for additional information about Adjusted EBITDA.
Impact of Global Economic Trends
Global economic conditions have been challenging, with disruptions to, and volatility in, the credit and financial markets in the U.S. and worldwide resulting from the effects of public health crises, uncertainties associated with the changes to and by the U.S. federal government and otherwise. If these conditions persist and deepen, we could experience an inability to access additional capital or our liquidity could otherwise be impacted. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and/or other efforts. A recession or additional market corrections resulting from the impact of the effects of global health crises or geopolitical turmoil, could materially affect our business and the value of our securities. Additionally, we continue to monitor ongoing changes to global trade policies, including the imposition of tariffs. Although the impact of these policies did not have a material impact on our business during the three and nine months ended September 30, 2026 and 2025, the broader economic impact is uncertain, and while we may experience additional operational expenses related to the costs of obtaining materials, we do not expect to be materially impacted in future periods.
Additionally, inflationary factors, such as increases in the cost of our materials and supplies, interest rates and overhead costs may adversely affect our business and operating results. Inflation and relatively high interest rates also present a recent challenge impacting the U.S. economy and could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if inflation rates continue to rise) on our operating costs, including our labor costs and research and development costs, due to supply chain constraints, international tariffs, consequences associated with global health crises and ongoing international wars and conflicts, which have contributed to increased shipping and fuel costs, and employee availability and wage increases, which may result in additional stress on our working capital resources.
Voluntary Recall
On January 26, 2026, Asteria Health initiated a voluntary recall of specific lots of hormone pellets shipped by Asteria Health between May 20, 2025 and January 20, 2026 due to the potential presence of metal particulate matter (the “January 2026 Voluntary Recall”). Since the initiation of the January 2026 Voluntary Recall, all reasonable efforts have been made to remove such lots from the market in accordance with the recall strategy and the recall is being conducted with the knowledge of the FDA. In the fourth quarter of 2025, we recorded an inventory impairment charge of $1.3 million related to the January 2026 Voluntary Recall. Biote withdrew specific lots of hormone pellets from the market during the nine months ended September 30, 2026. We have worked with our supply network and increased inventory levels to ensure continuity of care throughout our clinic network. Additionally, we added a second manufacturing shift at Asteria Health during the second quarter of 2026 to replenish our hormone pellet inventory and to relieve the supply constraints we experienced in the first half of 2026. As of September 30, 2026, manufacturing of hormone pellets at Asteria Health was approaching pre-recall production levels. As a result of the January 2026 Voluntary Recall, we estimate our revenue growth from pellet procedures for the nine months ended September 30, 2026 was negatively impacted by approximately $5.0 million. Additionally, during the three and nine months ended September 30, 2026 we incurred approximately $0.2 million and $2.4 million, respectively, in recall-related costs and we expect to incur additional costs in future periods associated with this recall. See Part I, Item 1A, “Risk Factors—If a compounded drug formulation provided through an outsourcing facility or a compounding pharmacy leads to patient injury or death or results in a product recall, we may be exposed to significant liabilities and reputational harm” in our 2025 Form 10-K for more information.
23
Components of Results of Operations
Revenue
We generate revenue by charging the Biote-partnered clinics fees associated with the Biote Method and from the sale of Biote-branded dietary supplements. Generally, under our master service agreements (“MSAs”) we provide a bundle of goods and services to customers, including initial training to medical practitioners, bioidentical hormone pellets, access to software tools used for inventory and practice management, access to our enhanced proprietary clinical decision support software, and ongoing practice development and marketing support services, which includes a license to use our trademarks and trade names in the customer’s marketing materials.
Substantially all of our revenue originates from sales to clinics located in the United States.
Revenue generated from individual Biote-partnered clinics varies significantly due to many factors, including but not limited to, the tenure of practitioners as Biote-certified practitioners; the number of certified practitioners in an individual clinic; the number of patients served by a clinic; the clinic’s patient demographics; and the clinic’s geographic location and population density. The MSAs we enter into with Biote-partnered clinics contain tiered pricing provisions for the management fees. These provisions provide for decreasing management fees owed to us based on the number of new patients treated. This can result in declines in revenue we realize from management fees from existing Biote-partnered clinics unless these are offset by revenue generated from new Biote-partnered clinics which begin at higher fee levels under the MSA.
Our revenue fluctuates in response to a combination of factors, including the following:
Product Revenue
Product revenue includes both bioidentical hormone pellets, in connection with the service described above, and the related inventory and practice management services provided to clinics. Product revenue is recognized when the Biote-partnered clinic obtains ownership of the bioidentical hormone pellet, which we determined to be the point in time in which the bioidentical hormone pellets are dispensed by a Biote-certified practitioner. The consideration allocated to this performance obligation is a procedure-based service fee which we refer to as procedure revenue. Our product revenue also includes revenue earned from sales of pellet insertion kits and Biote-branded dietary supplements. Revenue from the sale of pellet insertion kits and Biote-branded dietary supplements is recognized when the clinic or clinic’s patient (supplements only) obtains control of the product, which generally occurs at the time of shipment from our third-party distribution facility or supplier. Any shipping or handling fees paid by clinics are also recorded within product revenue.
Service Revenue
Service revenue is revenue earned from fees paid by Biote-partnered clinics for Biote Method education, training and certification services and other contract-term services pursuant to our MSAs. While the option to receive and right to use the reusable trocars through the term of the contract represents an embedded lease, we have adopted the practical expedient within ASC 842 to combine the lease and non-lease components and account for the combined component under ASC 606.
24
For Biote Method arrangements, we recognize revenue for training and for management services over time. For initial training, progress is measured by the number of training sessions completed, and for contract-term services, progress is measured on a time-elapsed basis.
The training completion and time-elapsed bases represent the most reliable measure of transfer of control to the clinic for training and contract-term services, respectively. Revenue is deferred for amounts billed or received prior to delivery of the services.
Cost of Revenue
Cost of product revenues include the pass-through cost of bioidentical hormone pellets purchased from outsourcing facilities, the cost of pellet insertion kits and Biote-branded dietary supplements purchased from manufacturing facilities, and the shipping and handling costs incurred to deliver these products to Biote-partnered clinics. Cost of service revenue consists primarily of costs incurred to provide Biote Method education, training and certification services and other contract-term services to Biote-certified practitioners.
Selling, General and Administrative Expense
Selling, general and administrative expense consists primarily of software licensing and maintenance, the cost of our sales force and the employees who engage in corporate functions, such as executive management, finance and accounting, human resources, information technology, legal, and marketing. Also included are rent occupancy costs, office expenses, recruiting expenses, marketing and advertising costs, entertainment allocations, depreciation and amortization, transaction-related expenses, insurance premiums, professional service fees, research and development, costs related to regulatory and legal matters and other general overhead costs.
Interest Expense, Net
Interest expense, net consists primarily of cash and non-cash interest under our Term Loan, commitment fees for the unused portion of our Revolving Loans, accreted non-cash interest related to our share repurchase liability, net of interest income earned on our money market account.
Loss on Extinguishment of Debt
Loss on extinguishment of debt consists of the remaining unamortized portion of the debt issuance costs related to the Original Truist Credit Agreement written off upon executing the Existing Credit Agreement with Truist Bank. See Note 9 “Long-Term Debt” to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.
Gain from Change in Fair Value of Earnout Liabilities
Gain from change in fair value of earnout liabilities consists of the change in fair value during the period of the Member and Sponsor earnouts and the earnout related to the acquisition of Simpatra.
Other Expense
Other expense consists of the foreign currency exchange losses for sales denominated in foreign currencies and other expenses not appropriately classified as operating expenses.
Income Tax (Benefit) Expense
We are subject to federal and state income taxes in the United States and taxes in foreign jurisdictions in which we operate. We recognize deferred tax assets and liabilities based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. We regularly assess the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
25
Results of Operations
The table and discussion below present our results for the three months ended September 30, 2026 and 2025:
|
|
Three Months Ended September 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Revenue: |
|
|
|
|
|
|
||
Product revenue |
|
$ |
42,569 |
|
|
$ |
46,953 |
|
Service revenue |
|
|
765 |
|
|
|
1,003 |
|
Total revenue |
|
|
43,334 |
|
|
|
47,956 |
|
Cost of revenue |
|
|
|
|
|
|
||
Cost of products |
|
|
13,058 |
|
|
|
12,795 |
|
Cost of services |
|
|
945 |
|
|
|
743 |
|
Cost of revenue |
|
|
14,003 |
|
|
|
13,538 |
|
Selling, general and administrative |
|
|
26,844 |
|
|
|
26,151 |
|
Income from operations |
|
|
2,487 |
|
|
|
8,267 |
|
Other income (expense), net: |
|
|
|
|
|
|
||
Interest expense, net |
|
|
(2,118 |
) |
|
|
(2,733 |
) |
Gain from change in fair value of earnout liabilities |
|
|
1,000 |
|
|
|
2,920 |
|
Other income (expense), net |
|
|
(4 |
) |
|
|
(3 |
) |
Total other income (expense), net |
|
|
(1,122 |
) |
|
|
184 |
|
Income before provision for income taxes |
|
|
1,365 |
|
|
|
8,451 |
|
Income tax (benefit) expense |
|
|
796 |
|
|
|
(765 |
) |
Net income |
|
$ |
569 |
|
|
$ |
9,216 |
|
Revenue
Revenue for the three months ended September 30, 2026 decreased $4.6 million to $43.3 million, or 9.6%, compared to the three months ended September 30, 2025. Revenue from pellet procedures decreased $5.1 million during the three months ended September 30, 2026, as a result of lower procedure volumes at established Biote-certified clinics, slower growth of newer Biote-certified clinics and elevated clinic attrition, compared to the three months ended September 30, 2025. Service revenue for the three months ended September 30, 2026 decreased $0.2 million compared to the three months ended September 30, 2025, primarily due to a decline in training revenue. These decreases in revenue for the three months ended September 30, 2026 were partially offset by a $0.8 million improvement in revenue from Biote-branded dietary supplements compared to the three months ended September 30, 2025 due to increased demand from customers purchasing these products through our e-commerce platforms during the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Cost of revenue
Cost of revenue for the three months ended September 30, 2026 increased $0.5 million, to $14.0 million, or 3.4%, compared to the three months ended September 30, 2025. Cost of pellet procedures increased 3.7% while revenue from pellet procedures decreased 15.1%. The increase in the cost of pellet procedures reflects a shift in the sourcing of bioidentical hormone pellets from Asteria Health to other third-party outsourcing facilities due to inventory constraints caused by the January 2026 Voluntary Recall, compared to the three months ended September 30, 2025. Cost of Biote branded dietary supplements decreased $0.2 million for the three months ended September 30, 2026 despite the increase in Biote-branded dietary supplement revenue due to favorable pricing arrangements with our third-party suppliers, compared to the three months ended September 30, 2025. Although service revenue decreased, cost of services increased $0.2 million during the three months ended September 30, 2026 primarily due to an increase in costs associated with hosting advanced training sessions, which are offered to existing Biote-certified practitioners as part of their MSA, compared to the three months ended September 30, 2025.
Selling, General and Administrative
Selling, general and administrative expense for the three months ended September 30, 2026 increased $0.7 million to $26.8 million, or 2.6%, compared to the three months ended September 30, 2025. The increase for the three months ended September 30, 2026 was partially due to a $0.6 million increase in employee-related expenses, which was attributed to an increase in headcount within our commercial organization, compared to the three months ended September 30, 2025. Consulting service fees increased $0.6 million compared to the three months ended September 30, 2025, partially due to an increase in our SOX 404 readiness activities and material weakness remediation efforts and other contract labor-related expenses incurred to support our finance, information technology and human resource organizations. Marketing expenses increased $0.5 million due to increased activity on our e-commerce platforms and other strategic marketing activities, compared to the three months ended September 30, 2025. Additionally, for the three months ended September 30, 2026, rent occupancy expenses increased $0.3 million, which was attributed to the addition
26
of our Florida facility, compared to the three months ended September 30, 2025. These increases in expense were partially offset by a $1.2 million decrease in expenses related to our annual marketing event that occurred during three months ended September 30, 2025 and did not reoccur during the three months ended September 30, 2026.
Interest Expense, Net
Interest expense, net for the three months ended September 30, 2026 decreased $0.6 million to $2.1 million compared to the three months ended September 30, 2025, primarily due to a $0.7 million decline in accreted interest related to our share repurchase liability that was incurred during the three months ended September 30, 2025 that did not reoccur during the three months ended September 30, 2026. Additionally, interest income earned on our money market account declined as a result of lower cash balances during the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Gain from Change in Fair Value of Earnout Liabilities
The change in fair value of the earnout liabilities was primarily due to a 36.0% decrease in the closing price of our Class A common stock during the three months ended September 30, 2026. In addition to the changes in the closing price of our Class A common stock, other assumptions used to calculate the fair value of the earnout liability, such as stock price volatility, revenue volatility, estimated timing of satisfying the Triggering Events and the risk-free rate varied from period to period, each of which impacted the fair value of the earnout liability and the associated gain or loss recorded for the periods presented.
Other Expense
The change in other expense for the three months ended September 30, 2026, compared with the three months ended September 30, 2025, primarily resulted from foreign currency fluctuations during the period.
Income Tax Expense
Income tax expense for the three months ended September 30, 2026 increased $1.6 million, compared to the three months ended September 30, 2025. This increase in expense was primarily driven by a decrease in our forecasted profit before tax, resulting in a tax benefit for the three months ended September 30, 2025, compared to the three months ended September 30, 2026.
The table and discussion below present our results for the
|
|
Nine Months Ended September 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Revenue: |
|
|
|
|
|
|
||
Product revenue |
|
$ |
129,845 |
|
|
$ |
141,635 |
|
Service revenue |
|
|
2,656 |
|
|
|
4,176 |
|
Total revenue |
|
|
132,501 |
|
|
|
145,811 |
|
Cost of revenue |
|
|
|
|
|
|
||
Cost of products |
|
|
40,104 |
|
|
|
37,260 |
|
Cost of services |
|
|
3,195 |
|
|
|
2,763 |
|
Cost of revenue |
|
|
43,299 |
|
|
|
40,023 |
|
Selling, general and administrative |
|
|
87,057 |
|
|
|
77,066 |
|
Income from operations |
|
|
2,145 |
|
|
|
28,722 |
|
Other income (expense), net: |
|
|
|
|
|
|
||
Interest expense, net |
|
|
(6,273 |
) |
|
|
(8,490 |
) |
Loss on extinguishment of debt |
|
|
(648 |
) |
|
|
— |
|
Gain from change in fair value of earnout liabilities |
|
|
2,362 |
|
|
|
11,776 |
|
Other income (expense), net |
|
|
(15 |
) |
|
|
(27 |
) |
Total other income (expense), net |
|
|
(4,574 |
) |
|
|
3,259 |
|
Income (loss) before provision for income taxes |
|
|
(2,429 |
) |
|
|
31,981 |
|
Income tax expense |
|
|
1,754 |
|
|
|
3,001 |
|
Net income (loss) |
|
$ |
(4,183 |
) |
|
$ |
28,980 |
|
Revenue
Revenue for the nine months ended September 30, 2026 decreased $13.3 million to $132.5 million, or 9.1%, compared to the nine months ended September 30, 2025. Revenue from pellet procedures decreased $14.8 million during the nine months ended September 30, 2026, as a result of lower procedure volumes at established Biote-certified clinics, slower growth of newer Biote-certified clinics and elevated clinic attrition, driven by a temporary contraction of bioidentical hormone pellet inventory availability and a brief shift in focus of our commercial sales organization to support practitioners during the January 2026 Voluntary Recall, compared to the nine months ended September 30, 2025. Further, we estimated that the January 2026 Voluntary Recall negatively
27
impacted revenue growth from pellet procedures by approximately $5.0 million during the nine months ended September 30, 2026. Service revenue for the nine months ended September 30, 2026 decreased $1.5 million compared to the nine months ended September 30, 2025, primarily due to a decline in technology fees earned from physician orders placed through our BioteRx platform and a decline in training revenue. These decreases in revenue for the nine months ended September 30, 2026 were partially offset by a $3.2 million improvement in revenue from Biote-branded dietary supplements compared to the nine months ended September 30, 2025 due to increased demand from customers purchasing these products through our e-commerce platforms for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
Cost of revenue
Cost of revenue for the nine months ended September 30, 2026 increased $3.3 million, to $43.3 million, or 8.2%, compared to the nine months ended September 30, 2025. Cost of pellet procedures increased 6.5 % while revenue from pellet procedures decreased 14.0%. The increase in the cost of pellet procedures reflects a shift in the sourcing of bioidentical hormone pellets from Asteria Health to other third-party outsourcing facilities due to inventory constraints caused by the January 2026 Voluntary Recall, compared to the nine months ended September 30, 2025. Cost of Biote branded dietary supplements increased $0.3 million for the nine months ended September 30, 2026 primarily as a result of the increase in Biote-branded dietary supplement revenue, compared to the nine months ended September 30, 2025. Although service revenue decreased, cost of services increased $0.4 million during the nine months ended September 30, 2026 primarily due to an increase in costs associated with hosting advanced training sessions, which are offered to existing Biote-certified practitioners as part of their MSA, compared to the nine months ended September 30, 2025.
Selling, General and Administrative
Selling, general and administrative expense for the nine months ended September 30, 2026 increased $10.0 million to $87.1 million, or 13.0%, compared to the nine months ended September 30, 2025. The increase for the nine months ended September 30, 2026 was primarily due to a $5.6 million increase in expenses incurred to settle various legal matters and a $4.7 million increase in legal expenses related to claims asserted in normal course of business compared to the nine months ended September 30, 2025. Employee-related expenses increased $1.8 million, which was attributed to an increase in headcount within our commercial organization, compared to the nine months ended September 30, 2025. Additionally, Consulting service fees increased $1.0 million, compared to the nine months ended September 30, 2025, partially due to an increase in other contract labor-related expenses incurred to support our finance, information technology and human resource organizations and an increase in our SOX 404 readiness activities and material weakness remediation efforts. These increases in expense were partially offset by a $2.6 million decrease in our bad debt expense, which was driven by lower revenue and the timing of collections on accounts receivable at the end of the quarter, and a $1.6 million decrease in expenses related to our annual marketing event that occurred during three months ended September 30, 2025 and did not reoccur during the three months ended September 30, 2026.
Interest Expense, Net
Interest expense, net for the nine months ended September 30, 2026 decreased $2.2 million to $6.3 million to compared to the nine months ended September 30, 2025, primarily due to a $2.7 million decline in accreted interest related to our share repurchase liability that was incurred during the nine months ended September 30, 2025 that did not reoccur during the nine months ended September 30, 2026. Additionally, interest income earned on our money market account declined as a result of lower cash balances during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
Loss on Extinguishment of Debt
Loss on extinguishment of debt nine months ended September 30, 2026 increased $0.6 million due to the write-off of the remaining unamortized portion of debt issuance costs related to the Credit Agreement upon executing the Existing Credit Agreement with Truist Bank.
Gain from Change in Fair Value of Earnout Liabilities
The change in fair value of the earnout liabilities was primarily due to a 53.5% decrease in the closing price of our Class A common stock during the nine months ended September 30, 2026. In addition to the changes in the closing price of our Class A common stock, other assumptions used to calculate the fair value of the earnout liability, such as stock price volatility, revenue volatility, estimated timing of satisfying the Triggering Events and the risk-free rate varied from period to period, each of which impacted the fair value of the earnout liability and the associated gain or loss recorded for the periods presented.
Other Expense
The change in other expense for the nine months ended September 30, 2026, compared with the nine months ended September 30, 2025, primarily resulted from foreign currency fluctuations during the period.
Income Tax Expense
Income tax expense for the nine months ended September 30, 2026 decreased $1.2 million, compared to the nine months ended September 30, 2025. This decrease in expense was primarily driven by a lower year to date and forecasted profit before tax, excluding certain non-includable items.
28
Non-GAAP Measures
Adjusted EBITDA is a non-GAAP performance measure that provides supplemental information that we believe is useful to analysts and investors to evaluate our ongoing results of operations when considered alongside net income (loss), the most directly comparable U.S. GAAP measure.
We use Adjusted EBITDA as alternative measures to evaluate our operational performance. We calculate Adjusted EBITDA by excluding from net income (loss): interest expense; income taxes; depreciation and amortization expenses; share-based compensation expense; litigation expenses; legal settlements and related expenses; restructuring-related expenses; certain other expenses; merger and acquisition related expenses; loss on extinguishment of debt; and fair value adjustments to certain equity instruments classified as liabilities. We present Adjusted EBITDA because it is a key measure used by our management to evaluate our operating performance, generate future operating plans and determine payments under compensation programs. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of these limitations are as follows:
In addition, Adjusted EBITDA is subject to inherent limitations as it reflects the exercise of judgment by Biote’s management about which expenses are excluded or included. Other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our Adjusted EBITDA as a tool for comparison. Investors are encouraged to review the reconciliation, and not to rely on any single financial measure to evaluate our business.
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) |
|
$ |
569 |
|
|
$ |
9,216 |
|
|
$ |
(4,183 |
) |
|
$ |
28,980 |
|
Interest expense, net(1) |
|
|
2,118 |
|
|
|
2,733 |
|
|
|
6,273 |
|
|
|
8,490 |
|
Income tax (benefit) expense |
|
|
796 |
|
|
|
(765 |
) |
|
|
1,754 |
|
|
|
3,001 |
|
Depreciation and amortization(2) |
|
|
1,028 |
|
|
|
952 |
|
|
|
2,971 |
|
|
|
2,719 |
|
Share-based compensation expense(3) |
|
|
1,342 |
|
|
|
2,410 |
|
|
|
5,070 |
|
|
|
6,723 |
|
Litigation expenses-former owner(4) |
|
|
— |
|
|
|
68 |
|
|
|
2 |
|
|
|
300 |
|
Litigation-other(5) |
|
|
32 |
|
|
|
323 |
|
|
|
817 |
|
|
|
1,215 |
|
Legal settlement and related expenses(6) |
|
|
10 |
|
|
|
— |
|
|
|
5,600 |
|
|
|
(226 |
) |
Restructuring-related expenses(7) |
|
|
— |
|
|
|
31 |
|
|
|
— |
|
|
|
586 |
|
Other expenses(8) |
|
|
181 |
|
|
|
833 |
|
|
|
2,625 |
|
|
|
1,685 |
|
Merger and acquisition expenses(9) |
|
|
— |
|
|
|
— |
|
|
|
147 |
|
|
|
110 |
|
Loss on extinguishment of debt(10) |
|
|
— |
|
|
|
— |
|
|
|
648 |
|
|
|
— |
|
Gain from change in fair value of earnout liabilities |
|
|
(1,000 |
) |
|
|
(2,920 |
) |
|
|
(2,362 |
) |
|
|
(11,776 |
) |
Adjusted EBITDA |
|
$ |
5,076 |
|
|
$ |
12,881 |
|
|
$ |
19,362 |
|
|
$ |
41,807 |
|
29
Liquidity and Capital Resources
Our liquidity is derived primarily from available cash and cash equivalents, cash generated from operations, capacity under our Revolving Loans and, when necessary, debt and equity financing activities. We believe that for at least the next 12 months, our current cash position, coupled with anticipated cash generated from operations and the capacity under our revolving loans, is sufficient to fund our operations and our debt service obligations. As of September 30, 2026 and December 31, 2025, we had cash and cash equivalents of $8.9 million and $24.1 million, respectively. Additionally, as of September 30, 2026, we had $50.0 million of Revolving Loans available under our Existing Credit Agreement and as of December 31, 2025, we had $45.0 million available under our then-existing $50.0 million senior secured revolving credit facility.
Since our inception, we have financed our operations and capital expenditures primarily through capital investment from our founder and other members, debt financing in the form of short-term lines of credit and long-term notes payable, and net cash inflows from operations.
We expect our operating and capital expenditures to increase as we increase headcount, expand our operations and grow our clinic base. If additional funds are required to support our working capital requirements, acquisitions or other purposes, we may seek to raise funds through additional debt or equity financings or from other sources. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our equity holders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing equity holders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility and also require us to incur additional interest expense. We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.
Cash Flows
The following table summarizes our unaudited condensed consolidated cash flows:
|
|
Nine Months Ended September 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Consolidated Statements of Cash Flows Data: |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
$ |
6,412 |
|
|
$ |
27,625 |
|
Net cash used in investing activities |
|
$ |
(6,821 |
) |
|
$ |
(4,500 |
) |
Net cash used in financing activities |
|
$ |
(14,863 |
) |
|
$ |
(34,424 |
) |
Operating Activities
Cash flows from operating activities result primarily from fees associated with the Biote Method and from the sale of Biote-branded dietary supplements. Cash flows from operating activities are affected by earnings levels and changes in working capital related to our business. Working capital varies from period to period and can be affected by changes in our inventory levels due to varying demand for our products, the timing of cash collections on accounts receivable and the timing of repayment of our liabilities.
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Net cash provided by operating activities for the nine months ended September 30, 2026 decreased $21.2 million to $6.4 million compared to cash provided by operating activities of $27.6 million for the nine months ended September 30, 2025. Net loss for the nine months ended September 30, 2026 was $4.2 million compared to net income of $29.0 for the nine months ended September 30, 2025, decreasing cash provided by operating activities by $33.2 million. Our cash flow from working capital for the nine months ended September 30, 2026, improved primarily as a result of a $6.0 million increase in cash provided by accrued liabilities, a $4.3 million increase in cash provided by inventory and a $2.5 million increase in cash provided by accounts receivable compared to the nine months ended September 30, 2025. The change in accrued liabilities was primarily driven by a $6.2 million increase in accrued legal settlements, partially offset by a $1.3 million combined decrease in our annual bonus and sales commission accruals compared to the nine months ended September 30, 2025. The improvement in cash flow attributed to inventories was related to an increase in production at our 503B compounding facility which converted $1.1 million of pellets in process inventory into finished pellets compared to the nine months ended September 30, 2025. Further, during the nine months ended September 30, 2025, we purchased approximately $3.5 million of raw material inventory related to our Biote-branded dietary supplements that did not reoccur during the nine months ended September 30, 2026. Additionally, our Biote-branded dietary supplement inventory decreased during the nine months ended September 30, 2026 due to strong sales through our e-commerce channels, and contributed $2.4 million in cash flow compared to the nine months ended September 30, 2025. The increase in cash flow provided by accounts receivable was the result of our on-going collection efforts coupled with the decrease in revenue during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. These improvements in cash flow were partially offset by a $2.9 million increase in advance payments to our suppliers on future inventory purchases.
Investing Activities
Net cash used in investing activities increased $2.3 million to $6.8 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. During the nine months ended September 30, 2026 our net investments in leasehold improvements and other fixed assets for our 503B compounding facility increased compared to the nine months ended September 30, 2025 and used $1.6 million in cash over the prior year period. Additionally, investments in our internally developed software increased $0.8 million during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 driven by our continued commitment to developing software and other tools that are easy to use and implement under the Biote Method.
Financing Activities
Net cash used in financing activities decreased $19.6 million to $14.9 million for the nine months ended September 30, 2026, compared to $34.4 million for the nine months ended September 30, 2025. The decrease in our cash flow used in financing activities was primary driven by the refinancing of our Term Loan, which provided $125.0 million of proceeds and $12.5 million of borrowings under the $50.0 million senior secured revolving credit facility. The proceeds from the refinancing were used to repay and retire the Term Loan and repay the then outstanding amount on the senior secured revolving credit facility and fund debt issuance costs of $3.4 million. Cash flow used in financing activities also decreased $6.6 million due to a decrease in the cash payment required under our repurchase liabilities compared to the nine months ended September 30, 2025. As of September 30, 2026, we had fully repaid all obligations associated with the share repurchase liabilities. These decreases were partially offset by $3.9 million increase in cash used to repurchase 3,784,063 shares of our Class A common stock at an average price of $1.91 per share during the nine months ended September 30, 2026.
First Amendment to Existing Credit Agreement
On November 4, 2026, we executed a first amendment (the “First Amendment”) to the Existing Credit Agreement and waiver (as amended by the First Amendment, the “Credit Agreement”), which, among other things, (i) waived our noncompliance with our financial covenants for the fiscal period ended on September 30, 2026, (ii) relaxed the requirements under the existing fixed charge coverage ratio covenant and the total net leverage ratio covenant for the duration of the period commencing on July 1, 2026 and ending (subject to achieving certain compliance milestones) on January 1, 2028 (the “Covenant Change Period”), (iii) introduced two new financial covenants, including (A) a minimum liquidity covenant and (B) a minimum consolidated EBITDA covenant, (iv) increased the interest rate applicable to the loans by introducing an additional Level 3 accruing at SOFR plus 3.25% per annum for each fiscal quarter after the most recently reported total net leverage ratio exceeded 3.75:1.00, (v) reduced the available Revolving Loans from $50.0 million to $35.0 million, and (vi) established maximum capital expenditure limits for the duration of the Covenant Change Period. See Note 21 “Subsequent Events” to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.
In addition to the financial covenants, we are required to deliver financial statements and other information and are prohibited from making certain restricted payments (as defined in the First Amendment) during the fiscal year in progress.
The Credit Agreement is secured by substantially all of our assets and is subject to, among other provisions, customary covenants regarding indebtedness, liens, negative pledges, restricted payments, certain prepayments of indebtedness, investments, fundamental changes, disposition of assets, sale and lease-back transactions, transactions with affiliates, amendments of or waivers with respect to restricted debt and permitted activities of the Company, in each case, subject to heightened restrictions for the duration of the Covenant Change Period.
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We are exploring various means of enhancing our liquidity position and ensuring compliance with our debt covenants by increasing sales productivity, strengthening efficiencies gained through our vertically integrated structure, closely monitoring expenses and, if necessary, reducing selling, general and administrative expenses.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. In preparing the unaudited condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related contingent liabilities. The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our unaudited condensed consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Our estimates are based on historical experience, current economic and industry conditions and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.
See Note 2, Significant Accounting Policies, to the audited consolidated financial statements included in our 2025 Form 10-K for more information about our significant accounting policies, including our critical accounting policies. The critical accounting estimates that reflect our most significant judgments and estimates used in the preparation of our consolidated financial statements are described in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2025 Form 10-K. During the three and nine months ended September 30, 2026, there were no material changes to our critical accounting policies and estimates from those discussed in our 2025 Form 10-K.
Recently Issued and Adopted Accounting Pronouncements
For a description of recent accounting pronouncements, see “Recently Adopted Accounting Pronouncements” and “Recent Accounting Pronouncements Not Yet Adopted” in Note 2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Emerging Growth Company and Smaller Reporting Company Status
We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards applicable to public companies, allowing them to delay the adoption of those standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period under the JOBS Act. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors.
We will remain an emerging growth company under the JOBS Act until the earliest of (i) December 31, 2026, (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.
We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”), that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our
32
principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026 based upon the COSO framework. Based upon the evaluation under these criteria, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level based on the prior material weakness that existed in our internal control over financial reporting as described below. Notwithstanding the identified material weakness, management, including our Chief Executive Officer and Chief Financial Officer, believes the consolidated financial statements included in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
Remediation Efforts to Address Previously Reported Material Weaknesses in Internal Control Over Financial Reporting
In the course of preparing financial statements for the fiscal years ended December 31, 2020 and 2019, we identified a material weakness in the aggregate in our internal control over financial reporting. Specifically, we determined that we did not maintain an effective control environment as we did not maintain a sufficient complement of qualified technical accounting and financial reporting personnel to perform control activities, including those involving complex and/or non-routine transactions particularly related to revenue recognition, financial instruments, and equity. Additionally, we determined that we did not maintain appropriate control and monitoring activities as we identified control issues related to information technology general controls in connection with change management, user access controls, segregation of duties as it relates to user access controls and a lack of segregation of duties within our information technology environment. This resulted in incorrect accounting entries that were identified and corrected through the audit of our fiscal years ended December 31, 2020 and 2019. In addition, this material weakness resulted in errors in the financial statements and related disclosures in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2022 and September 30, 2022. This material weakness has not been remediated as of September 30, 2026.
In order to address this previously reported material weakness, we hired additional accounting and finance personnel with technical accounting and financial reporting experience as well as implemented procedures and controls in the financial statement close process, which include enhanced system capabilities in most areas, enhanced reconciliation controls, enhanced review controls and financial close checklists which ensure all necessary reviews and reconciliations are occurring as designed. Additionally, we also have access to accounting training, literature, research materials and increased communication among our personnel and outsourced third-party professionals with whom we may consult regarding the application of complex accounting transactions. We have reviewed and assessed access within our information systems in light of our limited staff and began implementing mitigating controls where system-level segregation may not be feasible. Additionally, we have formalized our policies and procedures and designed controls to improve our user access reviews and change management procedures for key systems and have enacted a plan to commence testing these controls in the future.
While our efforts are ongoing and we are continuing to take additional steps to address this material weakness, our remediation plan can only be accomplished over time and will be continually reviewed to determine that we are achieving our objectives. There is no assurance that these initiatives will ultimately have the intended effects, and we cannot guarantee that these objectives will prevent or detect material weaknesses in the future. The material weakness will not be considered remediated until our management designs and implements effective controls that operate for a sufficient period of time and our management has concluded through testing that these controls are effective. Although we are working to remediate the identified material weakness, we can provide no assurance that the material weakness will be remediated during fiscal year 2026.
Changes in Internal Control over Financial Reporting
Other than the material weakness remediation activities described above, there were no changes in our internal control over financial reporting, as identified in connection with evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act, that occurred during the three months ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Unless the context otherwise requires, all references in Part II of this Quarterly Report to the “Company,” “Biote,” “we,” “us, or “our” refer to biote Corp, inclusive of its consolidated subsidiaries, and, unless otherwise noted, “Holdings” refers to BioTE Holdings, LLC, together with its direct and indirect subsidiaries.
Item 1. Legal Proceedings.
From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business. These types of matters naturally develop over a period of time and expectations can change as a result of appeals, rulings, settlements, new finding, or other factors. Often, we are unable to determine that a loss is probable, or to reasonably estimate the amount of loss or a range of loss, for a matter because of the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the matter. From time to time, we may settle claims brought against us if we determine that such settlement is in our best interest.
Although the results of litigation and claims are inherently unpredictable and uncertain, we are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, are believed to, either individually or taken together, have a material adverse effect on our business, operating results, cash flows or financial condition. Regardless of the outcome, litigation has the potential to have an adverse impact on us due to defense costs and possible settlement expenses, diversion of management resources and other factors.
Right Value Litigation
On January 30, 2024, a lawsuit was filed in the 162nd Judicial District Court of Dallas County, Texas (the “District Court of Dallas County”) against the Company by Right Value Drug Stores, LLC d/b/a Carie Boyd’s Prescription Shop n/k/a Carie Boyd Pharmaceuticals (“Right Value”). The lawsuit generally alleges breach of contract, fraud, and declaratory judgment (“Right Value Litigation”). The Company has brought counterclaims against Right Value generally for fraud, breach of contract, and quantum meruit.
On February 26, 2025, BioTE Medical entered into a Settlement Agreement (the “Settlement Agreement”) with Right Value. Pursuant to the Settlement Agreement, BioTE Medical agreed to pay Right Value an aggregate amount of $5.0 million, of which $3.5 million was paid in February 2025. The remaining due under the Settlement Agreement was paid in February 2026. In addition to the monetary settlement, the parties identified therein have agreed to, among other things, a customary mutual release of all claims arising out of or relating to the Right Value Litigation, except as expressly provided in the Settlement Agreement. The Settlement Agreement also contains customary representations, warranties and agreements by the parties in addition to the terms described above.
Yosaki and Mioko Trusts
On July 12, 2024, a lawsuit was filed in the Delaware Court of Chancery against Haymaker Sponsor III, LLC, the Company's outside legal counsel, and certain Company executive officers and directors (collectively, “Defendants”) by two trusts (“Plaintiffs”) that allegedly owned shares representing approximately 4.2% of the Company's outstanding stock immediately following the May 26, 2022 transaction with Haymaker Acquisition Corp III. The lawsuit alleges breaches of fiduciary duties, aiding and abetting those alleged breaches, and unjust enrichment (“July 12, 2024 Litigation”). This case was closed on January 7, 2026.
Cindy Latch
On November 15, 2024, Cindy Latch, an actress / model who formerly appeared in one BioTE marketing video, filed suit against BioTE alleging misappropriation of her name, image and likeness by both BioTE and various of its approved practitioners and sought a temporary restraining order and temporary injunction. On April 14, 2026, the Company entered into a settlement agreement and release, pursuant to which the Company agreed to pay Ms. Latch an aggregate amount of $0.08 million. In addition to the monetary settlement, the parties identified in the suit have agreed to dismiss the suit with prejudice. The settlement agreement contains, among other things, a customary mutual release of all claims, demands, causes of actions and liabilities that were asserted in the suit. The Company paid the amount due under the settlement agreement and release on May 11, 2026.
Other Resolved Legal Matters
During the nine months ended September 30, 2026, the Company actively sought to resolve legal matters to reduce risk and avoid the ongoing expense of litigation. In addition to the claims listed above, as of September 30, 2026, the Company had either resolved or reached an agreement on the material terms of settlement related to various legal matters. The Company recorded a charge of $5.1 million related to these settlements, which was included in selling, general and administrative expense on the unaudited condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended September 30, 2026. The Company paid $0.8 million of the amounts due under these settlement agreements during the three months ended September 30, 2026. The remaining $4.3 million of amounts due under these settlement agreements was reflected accrued liabilities on our September 30, 2026 unaudited condensed consolidated balance sheet and were paid in full in October 2026.
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Item 1A. Risk Factors.
Except for the risk factor discussed below, there have been no material changes from the risk factors discussed in Part I, Item 1A “Risk Factors” of our 2025 Form 10-K. Risks and uncertainties identified in our forward-looking statements contained in this Quarterly Report together with those previously disclosed in our 2025 Form 10-K or those that are presently unforeseen could result in significant adverse effects on our financial condition, results of operations and cash flows. See “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report as well as Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K.
Our credit agreement with Truist Bank contains affirmative, negative and financial covenants that may limit our flexibility in operating our businesses.
On May 8, 2026, we entered into an amended and restated credit agreement with Truist Bank (the “Existing Credit Agreement” and as amended by that certain first amendment (the “First Amendment”) to the Existing Credit Agreement and waiver, the “Credit Agreement”), which provides for (i) a $35.0 million (after giving effect to the First Amendment) senior secured revolving credit facility and (ii) a $125.0 million senior secured term loan credit facility (the “Term Loan”). We used the proceeds from the Term Loan to refinance and replace our then-existing credit agreement, repay the then-outstanding amount under the $50 million senior secured revolving credit facility and for general corporate purposes. On November 4, 2026, the Company executed the First Amendment which, among other things, waived our noncompliance with our financial covenants for the period ended September 30, 2026. See Note 21 “Subsequent Events” to in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
The Credit Agreement contains affirmative, negative and financial covenants that could limit the manner in which we conduct our business, and we may be unable to expand or fully pursue our business strategies, engage in favorable business activities, or finance future operations or capital needs. Our ability to comply with the covenants under the Credit Agreement may be affected by events beyond our control, and we may not be able to comply with those covenants. A breach of any of the covenants contained in the Credit Agreement could result in a default under the Credit Agreement, which could cause all of the outstanding indebtedness under the facility to become immediately due and payable if not waived by the lender. If we are unable to generate sufficient cash to repay our debt obligations under the Credit Agreement when they become due and payable, either as such obligations become due, when they mature, or in the event of a default, we may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could have a material adverse effect on our business, financial condition and results of operations.
Further, borrowings under the Credit Agreement are at variable rates of interest and expose us to interest rate risk. In recent months, global inflation and other factors have resulted in an increase in interest rates generally, which has impacted our borrowing costs. If interest rates were to continue to increase, our debt service obligations on the variable rate indebtedness referred to above would increase even if the principal amount borrowed remained the same, and our net income and cash flows will correspondingly decrease.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 24, 2024, our Board of Directors approved a share repurchase program authorizing the repurchase of up to $20.0 million of our outstanding Class A common stock.
The program grants management the authority to repurchase our Class A common stock in the open market, in privately negotiated transactions or by other means in accordance with applicable state and federal securities laws. The timing of any repurchases under the share repurchase program is at the discretion of management and depends on a variety of factors, including market conditions, contractual limitations and other considerations. The share repurchase program may be expanded, modified, suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or number of shares.
During the three months ended September 30, 2026, we repurchased 621,498 shares of our Class A common stock for a total of $1.4 million, at an average purchase price per share of $2.19 per share. As of September 30, 2026, approximately $3.8 million remained available for additional share repurchases. The following table summarizes the repurchases of our Class A common stock for the three months ended September 30, 2026:
Period |
|
Total number of shares purchased |
|
|
Average price paid per share |
|
|
Total number of shares purchased as part of publicly announced plans or programs |
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs |
|
||||
July 1, 2026 - July 31, 2026 |
|
|
509,066 |
|
|
|
2.21 |
|
|
|
509,066 |
|
|
$ |
4,053,595 |
|
August 1, 2026 - August 31, 2026 |
|
|
112,432 |
|
|
|
2.14 |
|
|
|
112,432 |
|
|
$ |
3,819,405 |
|
September 1, 2026 - September 30, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
3,819,405 |
|
Total |
|
|
621,498 |
|
|
$ |
2.19 |
|
|
|
621,498 |
|
|
|
|
|
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
First Amendment to Credit Agreement
On November 4, 2026, we executed a first amendment (the “First Amendment”) to the amended and restated credit agreement with Truist Bank. For additional information, see Note 21. “Subsequent Events” in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The description of the First Amendment is a summary only and is qualified in its entirety by reference to the terms and conditions of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
Trading Arrangements.
During the three and nine months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
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Item 6. Exhibits.
Exhibit Number |
|
Description |
2.1† |
|
Business Combination Agreement, dated as of December 13, 2021, by and among the Company, Haymaker Sponsor III LLC, Dr. Gary Donovitz, in his capacity, and Teresa S. Weber, in her capacity as the Members’ Representative (Incorporated by reference to Exhibit 2.1 of Haymaker Acquisition Corp. III’s Current Report on Form 8-K (File No. 001-40128) filed with the SEC on December 14, 2021). |
3.1 |
|
Second Amended and Restated Certificate of Incorporation of biote Corp. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40128) filed with the SEC on June 2, 2022). |
3.2 |
|
Amended and Restated Bylaws of biote Corp. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40128) filed with the SEC on February 22, 2023). |
10.1*+ |
|
First Amendment to Amended and Restated Credit Agreement and Waiver, dated as of November 4, 2026, by and among BioTE Medical, LLC, BioTE Holdings, LLC, the guarantors identified therein, the lenders party therein and Truist Bank as Administrative Agent. |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
|
Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2** |
|
Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of this Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.
+ Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item (601)(b)(10).
37
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
BIOTE CORP. |
|
|
|
|
|
Date: November 9, 2026 |
|
By: |
/s/ Robert C. Peterson |
|
|
|
Name: Robert C. Peterson |
|
|
|
Title: Interim Chief Executive Officer, Chief Financial Officer and Chief Business Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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