[8-K] JOINT Corp Reports Material Event

Rhea-AI Filing Summary

JOINT Corp (JYNT) entered a consent and third amendment to its existing credit agreement with JPMorgan Chase Bank, N.A. on September 30, 2025. The amendment expressly consents to the company's refranchising of all company-owned or managed clinics and extends the maturity date of the company's revolving credit facility to August 31, 2027. The amendment includes customary representations, warranties, and conditions precedent. The filing notes the 2025 Amendment is attached as Exhibit 10.1 and that the short description provided is qualified in its entirety by the full amendment text.

Positive

• Revolving credit maturity extended to August 31, 2027, reducing short-term refinancing risk
• Lender consent obtained for the refranchising of all company-owned or managed clinics, enabling strategic restructuring

Negative

• Full amendment terms not summarized; material covenant or pricing changes may be disclosed only in Exhibit 10.1
• Conditions precedent and customary reps remain in place and could impose operational or reporting constraints

Insights

Corporate Finance Counsel

Credit amendment preserves liquidity and permits refranchising.

The amendment extends the revolving credit maturity to August 31, 2027, which delays an upcoming refinancing milestone and maintains access to the lender group led by JPMorgan Chase. The documented consent for refranchising removes a potential covenant obstacle to converting company-owned or managed clinics to franchise operations.

Key dependencies include the amendment's conditions precedent and any undetailed covenants in the full agreement; review of Exhibit 10.1 is needed for specific covenants, pricing, and events of default that could affect near-term liquidity.

Credit Risk Analyst

Extension reduces immediate refinancing pressure but retains lender oversight.

Moving the maturity to August 31, 2027 lowers short-term rollover risk and gives management time to execute refranchising. The lender's consent implies cooperation but typically carries conditions that could affect covenant headroom or pricing.

Watch for any amendment terms in Exhibit 10.1 that change covenant thresholds, interest spreads, fees, or reporting requirements; these items will determine how materially the amendment affects credit flexibility over the next 12–24 months.

0001612630FALSE00016126302025-09-302025-09-30

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): September 30, 2025

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. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

The information set forth below under Item 2.03 is hereby incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 30, 2025, we entered into a consent and third amendment to our existing credit agreement (the “2025 Amendment”), with JPMorgan Chase Bank, N.A., individually and as Administrative Agent, Issuing Bank, and Lender (“JPMorgan Chase” or the “Lender”). Among other things, the 2025 Amendment contains the consent of the Lender to our refranchising of all company owned or managed clinics and extends the revolving credit maturity date to August 31, 2027. The 2025 Amendment contains customary representations and warranties and conditions precedent.

The foregoing description of the 2025 Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Amendment, which is attached as Exhibit 10.1, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

    

Exhibit Number						Exhibits
10.1						Consent and Third Amendment to Credit Agreement, dated as of September 30, 2025, by and between the Registrant and JPMorgan Chase Bank, N.A.
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:			October 6, 2025			By:			/s/ Scott J. Bowman
									Scott J. Bowman
									Chief Financial Officer

FAQ

What did JOINT Corp (JYNT) change in its credit agreement?

The company executed a consent and third amendment on September 30, 2025 that extends the revolving credit maturity to August 31, 2027 and provides lender consent for refranchising company-owned or managed clinics.

Does the amendment allow JOINT Corp to refranchise its clinics?

Yes. The amendment contains the lender's consent to refranchising all company-owned or managed clinics, as stated in the filing.

Who is the lender on the amended credit agreement?

The amendment lists JPMorgan Chase Bank, N.A. as the lender acting individually and as Administrative Agent and Issuing Bank.

When does the extended revolving credit facility now mature?

The revolving credit maturity date was extended to August 31, 2027.

Where can I find the full terms of the amendment?

The filing states the full text of the 2025 Amendment is attached as Exhibit 10.1 and is incorporated by reference.