biote (BTMD) details salary, bonus and equity for Interim CEO Peterson

Rhea-AI Filing Summary

biote Corp. amended and restated the employment agreement for Robert Peterson in connection with his role as Interim Chief Executive Officer. Under the new terms, he will receive an annual base salary of $658,800 plus eligibility for an annual incentive of up to 72.5% of base salary.

Peterson will be granted stock options to purchase a number of shares equal to 0.56% of biote’s outstanding common stock as of June 8, 2026, with an additional option grant for the same percentage if he becomes non-interim CEO. The agreement provides 12 months of salary and health insurance benefits if he is terminated without cause or resigns for specified good reasons, with enhanced payments (salary plus target bonus and accelerated vesting of certain equity awards) if such a termination occurs around a change in control.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Base salary: $658,800 per year Target bonus: 72.5% of base salary Initial option grant size: 0.56% of outstanding shares +5 more

8 metrics

Base salary $658,800 per year Annual base salary for Interim CEO Robert Peterson

Target bonus 72.5% of base salary Maximum annual incentive opportunity

Initial option grant size 0.56% of outstanding shares Option grant based on shares outstanding as of June 8, 2026

Additional option grant 0.56% of outstanding shares Additional grant if appointed non-interim CEO

Severance period 12 months salary Termination without cause or resignation for good reason

COBRA premium support Up to 12 months Health insurance premiums for Peterson and dependents after qualifying termination

Change in control severance 12 months salary + target bonus If terminated within the change in control measurement period

Change in control window 1 month before to 12 months after Measurement period around a change in control

Key Terms

Amended and Restated Employment Agreement, Interim Chief Executive Officer, change in control, COBRA, +1 more

5 terms

Amended and Restated Employment Agreement financial

"entered into an amended and restated employment agreement (the “Amended and Restated Employment Agreement”)."

Interim Chief Executive Officer financial

"his appointment as Interim Chief Executive Officer of BioTE, effective June 8, 2026."

change in control financial

"following the effective date of a change in control of the Company (the “Change in Control Measurement Period”)"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

COBRA regulatory

"health insurance premiums for Mr. Peterson and any eligible dependents under COBRA (or analogous state law) for up to 12 months"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

time-based equity awards financial

"the unvested portion of all time-based equity awards granted on or after the effective date"

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Understanding 8-K Material Events →

0001819253 0001819253 2026-06-12 2026-06-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 12, 2026

biote Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40128		85-1791125
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1875 W. Walnut Hill Ln #100

Irving, Texas 75038

(Address of principal executive offices, including zip code)

(844) 604-1246

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		BTMD		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A is an amendment to the current report on Form 8-K of biote Corp. (the “Company”), filed on June 2, 2026 (the “Original Form 8-K”). As disclosed on the Original Form 8-K, the board of directors of the Company (the “Board”) appointed Robert Peterson, Chief Financial Officer and Chief Business Officer of BioTE Medical LLC (“BioTE”), as Interim Chief Executive Officer of BioTE, effective June 8, 2026. At the time of his appointment, the Board had not yet approved any compensatory agreements for Mr. Peterson in his new role.

On June 12, 2026, the Board approved and entered into an amended and restated employment agreement with Mr. Peterson. The Company is amending the Original Form 8-K to provide a description of the compensation arrangements and agreements for Mr. Peterson established in connection with his appointment as Interim Chief Executive Officer.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Entry into Amended and Restated Employment Agreement with the Interim Chief Executive Officer

On June 12, 2026, in connection with his appointment as Interim Chief Executive Officer, Mr. Peterson and BioTE entered into an amended and restated employment agreement (the “Amended and Restated Employment Agreement”). Under the Amended and Restated Employment Agreement, Mr. Peterson will receive an annual base salary of $658,800, and he is eligible to earn annual incentive compensation of up to 72.5% of his then-current annualized base salary. Mr. Peterson will also be granted a stock option award to purchase a number of shares of the Company’s common stock equal to 0.56% of the Company’s outstanding shares, calculated as of June 8, 2026, and an additional stock option to purchase the same number of shares upon Mr. Peterson’s appointment, if any, as BioTE’s non-interim Chief Executive Officer. Additionally, Mr. Peterson is entitled to receive reimbursement for certain business expenses in accordance with BioTE’s standard expense reimbursement policy.

If Mr. Peterson’s employment is terminated by BioTE without cause or he resigns for certain good reasons, and subject to his execution of an effective release of claims against BioTE and the Company, BioTE will continue to pay Mr. Peterson’s base salary for the 12 month period following such termination and shall also pay or reimburse health insurance premiums for Mr. Peterson and any eligible dependents under COBRA (or analogous state law) for up to 12 months following such termination without cause or resignation for good reason.

Further, if Mr. Peterson’s employment is terminated by BioTE without cause or he resigns for certain good reasons, in either case within 1 month prior to or 12 months following the effective date of a change in control of the Company (the “Change in Control Measurement Period”), and subject to his execution of an effective release of claims against BioTE and the Company, BioTE will continue to pay Mr. Peterson’s base salary and annual target bonus for the 12 month period following such termination date. In such event, BioTE will also pay, or reimburse, health insurance premiums for Mr. Peterson and any eligible dependents under COBRA (or analogous state law) for up to 12 months following such termination without cause or resignation for good reason (in connection with a change in control).

In addition, the unvested portion of all time-based equity awards granted on or after the effective date of the Amended and Restated Employment Agreement and then-outstanding shall become fully vested and (if applicable) exercisable immediately if Mr. Peterson is terminated without cause or resigns for good reasons during the Change in Control Measurement Period

The biography for Mr. Peterson is contained in the Company’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission on April 2, 2026. There are no arrangements or understandings between Mr. Peterson and any other persons, pursuant to which he was appointed to Interim Chief Executive Officer, there are no family relationships between Mr. Peterson and any of the Company’s directors or other executive officers and there are no transactions between Mr. Peterson and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the Amended and Restated Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Employment Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BIOTE CORP.
By:		/s/ Robert Peterson
Name:		Robert Peterson
Title:		Interim Chief Executive Officer and Chief Financial Officer

Date: June 17, 2026

FAQ

What compensation will biote (BTMD) pay its Interim CEO Robert Peterson?

Robert Peterson will receive a base salary of $658,800 per year and is eligible for an annual incentive of up to 72.5% of his base salary. He will also receive stock option grants tied to biote’s outstanding common shares.

What stock options does Robert Peterson receive under the new biote (BTMD) agreement?

Peterson will receive a stock option to purchase shares equal to 0.56% of biote’s outstanding common stock as of June 8, 2026. If he is later appointed non-interim CEO, he will receive an additional option for the same percentage of shares.

What severance protections does biote (BTMD) give Interim CEO Robert Peterson?

If Peterson is terminated without cause or resigns for certain good reasons, he will receive 12 months of base salary and up to 12 months of COBRA health insurance premium payments for himself and eligible dependents, subject to a release of claims.

How does a change in control affect Robert Peterson’s compensation at biote (BTMD)?

If terminated without cause or resigning for good reason within one month before or 12 months after a change in control, Peterson will receive 12 months of base salary and annual target bonus, up to 12 months of COBRA premiums, and full vesting of certain time-based equity awards.

Does the biote (BTMD) agreement include accelerated vesting for Robert Peterson’s equity?

Yes. If Peterson is terminated without cause or resigns for good reason during the defined change in control measurement period, all unvested time-based equity awards granted on or after the agreement’s effective date and then outstanding will become fully vested and, if applicable, exercisable immediately.

Are there any related-party or family relationships disclosed for biote (BTMD) Interim CEO Robert Peterson?

The company states there are no arrangements or understandings with other persons leading to Peterson’s appointment, no family relationships with directors or other executives, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB