Integrated BioPharma (INBP) raises rent, extends related-party lease

Rhea-AI Filing Summary

Integrated BioPharma Inc., through its wholly owned subsidiary Manhattan Drug Company, amended a long-term related-party lease for its office and warehouse space. The amendment reduces leased space from 116,175 to 110,095 square feet but raises annual basic rent from $845,966 to $1,100,950, with rent increasing three percent per year. The lease term is extended to a new termination date of January 31, 2029. Manhattan Drug Company will also continue to pay its proportionate share of the landlord’s operating expenses as additional rent. The landlord, Vitamin Realty Associates, is 100% owned by the estate of the company’s former chairman, a major stockholder, and the Co-Chief Executive Officers, who are also directors, making this a related-party arrangement.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

February 17, 2026

________________

INTEGRATED BIOPHARMA, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OR OTHER JURISDICTION OF INCORPORATION)

001-31668	22-2407475
(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

225 Long Avenue

Hillside, New Jersey 07205

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(973) 926-0816

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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.  ☐

1.01 Entry into a Material Definitive Agreement.

On February 17, 2026, Manhattan Drug Company, Inc. ("MDC"), a wholly owned subsidiary of Integrated Biopharma Inc. (the "Company”), entered into a Fourth Amendment of Lease (the "Amendment") with Vitamin Realty Associates, LLC ("Vitamin Realty") to that certain Lease Agreement dated January 10, 1997, as amended on July 15, 2022 (the "Original Lease") with respect to certain office and warehouse space leased by MDC from Vitamin Realty.  The Amendment (i) decreases the total square footage MDC is leasing from Vitamin Realty from 116,175 square feet to 110,095 square feet, (ii) increases the annual basic rent amounts from $845,966 to $1,100,950 per annum, increasing three percent (3%) per annum, and extends the Termination Date to January 31, 2029.  In addition to the annual basic rent amounts, MDC will be obligated to pay its proportionate share of Vitamin Realty's operating expenses as additional rent.  All other terms of the Original Lease, as originally amended, remain in full force. 

Vitamin Realty is 100% owned by the estate of Company's former chairman, and a major stockholder and the Co-Chief Executive Officers, who are also Directors of the Company.  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1		Fourth Amendment of Lease, dated February 17, 2026, between Vitamin Realty Associates, L.L.C. and Manhattan Drug Company, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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EXHIBIT INDEX

Exhibit		Description
10.1		Fourth Amendment of Lease, dated February 17, 2026, between Vitamin Realty Associates, L.L.C. and Manhattan Drug Company, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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 hereunto duly authorized.

	INTEGRATED BIOPHARMA, INC.
Date: February 18, 2026	By:     /s/ Dina L Masi
	Dina L. Masi
	Chief Financial Officer

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FAQ

What lease change did Integrated BioPharma (INBP) disclose in this 8-K?

Integrated BioPharma’s subsidiary Manhattan Drug Company signed a Fourth Amendment to its warehouse and office lease. The amendment reduces square footage but increases annual basic rent and extends the lease term to January 31, 2029 under updated financial terms.

How did Integrated BioPharma’s annual rent change under the new lease amendment?

Annual basic rent increased from $845,966 to $1,100,950 per year under the Fourth Amendment. The rent will further increase three percent annually over the lease term, in addition to the tenant’s obligation to pay a proportionate share of operating expenses.

Did Integrated BioPharma change the amount of space it leases from Vitamin Realty?

Yes. Manhattan Drug Company’s leased space was reduced from 116,175 square feet to 110,095 square feet. Despite the smaller footprint, the amendment raises annual basic rent and maintains obligations for a proportionate share of Vitamin Realty’s operating expenses.

When does Integrated BioPharma’s amended lease now terminate?

The Fourth Amendment extends the lease termination date to January 31, 2029. This provides a defined multi‑year occupancy period for Integrated BioPharma’s subsidiary, with rent increasing three percent annually plus continued responsibility for a share of operating expenses.

Why is the Integrated BioPharma lease considered a related-party transaction?

The landlord, Vitamin Realty Associates, is 100% owned by the estate of Integrated BioPharma’s former chairman, a major stockholder, and the Co‑Chief Executive Officers, who are also directors. This ownership structure makes the lease arrangement a related‑party transaction requiring disclosure.

What additional costs beyond basic rent must Manhattan Drug Company pay?

Beyond the stated annual basic rent, Manhattan Drug Company must pay its proportionate share of Vitamin Realty’s operating expenses as additional rent. These obligations are in addition to the increased base rent and apply throughout the extended lease term to January 31, 2029.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 FOURTH AMENDMENT OF VITAMIN REALTY LEASE 19.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 10.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.1 KB