Joint Corp. (NASDAQ: JYNT) amends disclosure on Bandera board pact

Rhea-AI Filing Summary

The Joint Corp. filed an amended current report to correct its description of a letter agreement with Bandera Partners LLC and Jefferson Gramm. Under the revised summary, the company agreed to include Mr. Gramm in its slate of director nominees for the 2026 annual meeting and to recommend that stockholders vote for his election. Bandera agreed that, until a defined termination date, it will not increase its beneficial ownership above the 3,937,296 shares of common stock it already holds, excluding any equity awards tied to Mr. Gramm’s board service. The agreement lasts until the earlier of thirty days before the nomination notice deadline for the 2027 annual meeting or January 21, 2027.

Insights

Corporate governance and activism analyst

Amended 8-K clarifies a director nomination and standstill deal with Bandera.

The Joint Corp. corrected its prior summary of a letter agreement with Bandera Partners LLC and Jefferson Gramm. The agreement commits the company to nominate Mr. Gramm for election to the board at the 2026 annual meeting and to recommend that stockholders vote for him, signaling a negotiated outcome with a significant shareholder.

In exchange, Bandera agrees not to increase its beneficial ownership above 3,937,296 common shares, other than equity awards or grants linked to Mr. Gramm’s director service. This functions as a standstill on additional share accumulation through the earlier of thirty days before the 2027 nomination deadline or January 21, 2027.

The economic impact will depend on Bandera’s future actions and broader governance dynamics, but the disclosed terms primarily clarify board composition and ownership limits rather than change the company’s operating outlook.

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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): January 5, 2026

The Joint Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware			001-36724			90-0544160
(State or other jurisdiction			(Commission File Number)			(IRS Employer
of incorporation)						Identification No.)

16767 N. Perimeter Drive, Suite 110

Scottsdale, Arizona 85260

(Address of principal executive offices) (Zip Code)

(480) 245-5960

(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:

☐ 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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001

JYNT

The NASDAQ Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Current Report on Form 8-K/A amends the Current Report on Form 8-K, dated January 5, 2026 and filed with the Securities and Exchange Commission on January 9, 2026 (the “Original Form 8-K”), to correct the summary of the letter agreement entered into with Bandera Partners LLC and Jefferson Gramm. The revised disclosure below provides the corrected summary of the agreement. There are no other changes to the information contained in the Original Form 8-K.

Item 1.01. Entry Into a Material Definitive Agreement.

On January 5, 2026, we entered into a letter of agreement (the “Letter Agreement”) with Bandera Partners LLC and Jefferson Gramm (collectively, “Bandera”).

Pursuant to the Letter Agreement, we have agreed to include Mr. Gramm in our slate of nominees for the election of directors at our 2026 annual meeting of stockholders (the “2026 Annual Meeting”) and recommend that our stockholders vote in favor of his election at the 2026 Annual Meeting. The Letter Agreement also provides that until the Termination Date (as defined below), Bandera will not purchase or otherwise acquire beneficial ownership of securities of our company in excess of the 3,937,296 shares of common stock beneficially owned by Bandera as of the date hereof; provided, that any securities acquired pursuant to or underlying any award or grant with respect to Mr. Gramm’s service as a director of our company will be excluded from such restriction.

The Letter Agreement will remain in place until the earlier of (i) thirty (30) days prior to the deadline for delivery of notice under the Fourth Amended and Restated Bylaws of the Company for the nomination of director candidates for election to the Board at the Company’s 2027 Annual Meeting of Stockholders or (ii) January 21, 2027 (such date, the “Termination Date”).

The above summary of the terms of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Exhibits
10.1						Letter Agreement, dated as of January 5, 2026, by and among the Joint Corp., Bandera Partners LLC and Jefferson Gramm
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

									THE JOINT CORP.
Date:			January 12, 2026			By:			/s/ Sanjiv Razdan
									Sanjiv Razdan
									President and Chief Executive Officer

FAQ

What did The Joint Corp. (JYNT) change in this amended 8-K/A filing?

The company corrected its summary of a letter agreement with Bandera Partners LLC and Jefferson Gramm, providing an updated description of the agreed director nomination and ownership limits.

What does the letter agreement between The Joint Corp. and Bandera Partners cover?

The agreement provides that Jefferson Gramm will be included in The Joint Corp.’s slate of director nominees for the 2026 annual meeting and that the company will recommend stockholders vote in favor of his election.

How many The Joint Corp. shares does Bandera beneficially own under this agreement?

Bandera agrees not to acquire beneficial ownership above 3,937,296 shares of common stock, which is the amount it beneficially owns as of the agreement date, excluding any director-related equity awards to Mr. Gramm.

How long will the agreement with Bandera Partners remain in effect for The Joint Corp. (JYNT)?

The agreement runs until the earlier of thirty days before the deadline to nominate directors for the company’s 2027 annual meeting or January 21, 2027.

Does the letter agreement affect The Joint Corp.’s board nominations at the 2026 annual meeting?

Yes. The Joint Corp. has agreed to include Jefferson Gramm in its slate of nominees for the 2026 annual meeting and to recommend that stockholders vote in favor of his election.