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.
