The Joint Corp. (JYNT) CFO Leaves; Separation Agreement Details Cash and COBRA Benefits

Rhea-AI Filing Summary

The company disclosed the departure of its Chief Financial Officer, Mr. Singleton, whose role ceased effective June 9, 2025. The company and Mr. Singleton entered a separation agreement dated August 22, 2025 that includes a general release and a revocation period. If not revoked, the agreement provides Separation Benefits: a cash payment equal to six months of base salary, a cash payment for accumulated time off of $36,193.99, an additional cash payment of $15,000, reimbursement for accrued expenses per company policy, and payment of up to six months of COBRA health-insurance cost if elected. Outstanding equity awards will be governed by existing award agreements and plans and will not receive accelerated vesting under the Separation Agreement.

Positive

• Separation benefits are limited and defined, consisting of six months' base salary, specified cash amounts, and COBRA subsidy rather than open-ended commitments
• Equity awards do not receive accelerated vesting, preserving existing incentive alignment and avoiding immediate equity dilution

Negative

• Departure of the CFO creates an executive vacancy that may have operational or transition costs (not quantified in the filing)
• General release requirement and severance payments create near-term cash obligations including a specific $36,193.99 accrual for time off and a $15,000 payment

Insights

Financial Analyst

TL;DR: CFO departure with standard severance provisions; cash obligations limited to specified amounts and COBRA costs.

The separation outlines discrete, near-term cash obligations: six months of base salary, $36,193.99 for accrued time off, and a $15,000 lump sum, plus COBRA subsidy up to six months and reimbursement of accrued expenses. These are fixed, predictable liabilities subject to offset by amounts owed by the executive. The treatment of equity is unchanged and no accelerated vesting reduces potential dilution or one-time equity expense. Overall, the financial impact appears manageable and explicitly defined in the agreement.

Corporate Governance Expert

TL;DR: Separation includes a general release and customary cash and health benefits but preserves original equity vesting terms.

The Separation Agreement requires the executive to sign a general release, which is common in senior departures. The package provides modest cash compensation and COBRA coverage but expressly denies accelerated vesting of equity awards, preserving shareholder alignment and limiting immediate dilution. The inclusion of a revocation period means payments are contingent on the release remaining effective. From a governance standpoint, the terms are standard and include safeguards that limit long-term compensation impact.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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.

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 →

0001612630FALSE00016126302025-08-222025-08-22

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): August 22, 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 description of the Separation Agreement set forth under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

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

In connection with Mr. Singleton’s previously announced resignation, we entered into a separation agreement and release, dated August 22, 2025 (the “Separation Agreement”), with Mr. Singleton, which includes a general release of all claims (the “General Release”). Mr. Singleton’s role as our Chief Financial Officer ceased effective as of June 9, 2025.

Pursuant to the Separation Agreement, if Mr. Singleton does not revoke the Separation Agreement or the General Release during the Revocation Period (as defined in the Separation Agreement), then we will pay to Mr. Singleton the following Separation Benefits (as defined in the Separation Agreement), less any amount owed by Mr. Singleton to us: (i) on the first regular payroll date immediately following the end of the Revocation Period, (a) a cash payment equal to six months of Mr. Singleton’s base salary, (b) a cash payment for accumulated time off in the gross amount of $36,193.99, and (c) an additional cash payment of $15,000; (ii) if Mr. Singleton timely elects continuation of our group health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), we will pay up to six months of the cost of the COBRA coverage; and (iii) a cash payment for accrued expenses incurred in accordance with our company policies.

The treatment of Mr. Singleton’s outstanding equity awards on account of his separation with us will be governed by the terms and conditions set forth in Mr. Singleton’s existing equity award agreements entered into with us as well as the applicable equity award plan under which such equity awards had been granted. None of those equity awards will receive accelerated vesting under the Separation Agreement.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Separation Agreement, and is subject to and qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

    

Exhibit Number						Exhibits
10.1						Separation Agreement and Release, dated August 22, 2025, by and between the Registrant and Jake Singleton
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:			August 27, 2025			By:			/s/ Sanjiv Razdan
									Sanjiv Razdan
									President and Chief Executive Officer

FAQ

What separation payments does JYNT provide to the departing CFO?

If the Separation Agreement is not revoked during the revocation period, the company will pay a cash amount equal to six months of base salary, a cash payment for accumulated time off of $36,193.99, and an additional cash payment of $15,000.

Will JYNT accelerate vesting of the departing CFO's equity awards?

No. The Separation Agreement states that none of the outstanding equity awards will receive accelerated vesting; they remain governed by the original award agreements and plan terms.

Does the company provide health coverage continuation for the departing CFO?

Yes. If the executive timely elects COBRA, the company will pay up to six months of the cost of COBRA coverage.

What legal protections does the company receive as part of the separation?

The Separation Agreement includes a general release of all claims from Mr. Singleton and a revocation period; payments are contingent on the release not being revoked.

When did the CFO's role cease?

The filing states the CFO's role ceased effective June 9, 2025.