Bandera Partners boosts influence at JOINT Corp (JYNT) with 26.5% stake and board nominee

Rhea-AI Filing Summary

JOINT Corp received an update to a major shareholder’s disclosure as Bandera Partners and its affiliates reported beneficial ownership of 3,937,296 shares of common stock, or about 26.5% of the shares outstanding as of November 3, 2025. All of these shares are held through Bandera Master Fund, with Bandera Partners and individuals Jefferson Gramm and Gregory Bylinsky sharing voting and dispositive power.

On January 5, 2026, Bandera entered into a Letter Agreement with JOINT Corp under which the company agreed to nominate Jefferson Gramm to its board of directors at the 2026 annual meeting and recommend that stockholders vote for his election. In return, Bandera agreed not to increase its ownership above the current 3,937,296 shares, other than any awards granted to Gramm as a director, until a termination date that falls between 30 days before the 2027 nomination deadline and January 21, 2027. The amendment also notes that the reporting persons have not traded JOINT Corp shares in the past 60 days.

Insights

Governance & Activism Analyst

Large shareholder secures a board seat while capping its stake.

Bandera Partners and related parties disclose beneficial ownership of 3,937,296 JOINT Corp shares, representing about 26.5% of the common stock as of November 3, 2025. This positions Bandera as a significant shareholder with shared voting and dispositive power over the stake through Bandera Master Fund.

The January 5, 2026 Letter Agreement gives Bandera board representation by nominating Jefferson Gramm for election and having the company recommend stockholders support him. In exchange, Bandera agreed not to acquire more than its current 3,937,296 shares, except for potential director-related equity awards, until a termination date that falls between 30 days before the 2027 nomination deadline and January 21, 2027.

The filing also states that none of the reporting persons have traded JOINT Corp securities in the past 60 days. Overall, the agreement formalizes Bandera’s sizeable ownership position and its role in board-level oversight while temporarily limiting further ownership increases, with future implications depending on board dynamics and any subsequent disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

JOINT Corp

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

47973J102

(CUSIP Number)

JEFFERSON GRAMM
BANDERA PARTNERS LLC, 138 Atlantic Avenue
Brooklyn, NY, 11201
212-232-4583

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 47973J102

1

Name of reporting person

Bandera Partners LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,937,296.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,937,296.00

11

Aggregate amount beneficially owned by each reporting person

3,937,296.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 47973J102

1

Name of reporting person

Bylinsky Gregory

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,937,296.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,937,296.00

11

Aggregate amount beneficially owned by each reporting person

3,937,296.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 47973J102

1

Name of reporting person

Gramm Jefferson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,937,296.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,937,296.00

11

Aggregate amount beneficially owned by each reporting person

3,937,296.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value
(b)	Name of Issuer: JOINT Corp
(c)	Address of Issuer's Principal Executive Offices: 16767 N PERIMETER DRIVE, SUITE 110, SCOTTSDALE, ARIZONA , 85260.
Item 2.	Identity and Background
(b)	Item 2(b) is hereby amended and restated to read as follows: The address of the principal office of each of the Reporting Persons is 138 Atlantic Avenue, Brooklyn, New York 11201.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On January 5, 2026, Bandera Partners and certain of its affiliates (collectively, "Bandera") entered into a Letter Agreement (the "Letter Agreement") with the Issuer pursuant to which the Issuer agreed, among other things, to nominate Jefferson Gramm for election to the Board of Directors of the Issuer (the "Board") at the Issuer's 2026 annual meeting of stockholders and recommend that the Issuer's stockholders vote in favor of his election. Pursuant to the Letter Agreement, until the Termination Date (as defined below), Bandera agreed not to purchase or otherwise acquire securities of the Issuer in excess of the 3,937,296 Shares currently beneficially owned by Bandera, excluding awards or grants received from the Issuer in connection with Mr. Gramm's service as a director. The Letter Agreement shall remain in effect until the earlier of (i) 30 days prior to the deadline for delivery of notice for the nomination of director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders or (ii) January 21, 2027 (such date, the "Termination Date"). The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 14,866,192 Shares outstanding as of November 3, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025. As of the date hereof, Bandera Partners and Messrs. Bylinsky and Gramm may be deemed to beneficially own the 3,937,296 Shares, constituting approximately 26.5% of the Shares outstanding, held by Bandera Master Fund.
(c)	Item 5(c) is hereby amended and restated to read as follows: No Reporting Person has entered into any transactions in the securities of the Issuer during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On January 5, 2026, Bandera and the Issuer entered into the Letter Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Letter Agreement, dated January 5, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bandera Partners LLC

Signature:	/s/ Jefferson Gramm
Name/Title:	Jefferson Gramm, Managing Member
Date:	01/07/2026

Bylinsky Gregory

Signature:	/s/ Gregory Bylinsky
Name/Title:	Gregory Bylinsky
Date:	01/07/2026

Gramm Jefferson

Signature:	/s/ Jefferson Gramm
Name/Title:	Jefferson Gramm
Date:	01/07/2026

FAQ

How much of JOINT Corp (JYNT) does Bandera Partners currently own?

Bandera Partners and its affiliates report beneficial ownership of 3,937,296 JOINT Corp shares, representing about 26.5% of the outstanding common stock as of November 3, 2025.

What board changes involving Bandera were disclosed for JOINT Corp (JYNT)?

JOINT Corp agreed in a January 5, 2026 Letter Agreement to nominate Jefferson Gramm, associated with Bandera, for election to its board at the 2026 annual meeting and to recommend that stockholders vote in favor.

Is Bandera Partners allowed to increase its JOINT Corp (JYNT) stake under the new agreement?

Under the Letter Agreement, Bandera agreed not to acquire securities of JOINT Corp above the 3,937,296 shares it currently beneficially owns, other than any awards or grants received by Jefferson Gramm in connection with his service as a director, until the specified termination date.

When does the Letter Agreement between Bandera and JOINT Corp (JYNT) end?

The Letter Agreement remains in effect until the earlier of 30 days before the deadline to nominate directors for JOINT Corp’s 2027 annual meeting or January 21, 2027.

Have Bandera or its principals traded JOINT Corp (JYNT) shares recently?

The filing states that no reporting person has entered into any transactions in JOINT Corp securities during the past 60 days from the date of the amendment.

Who are the reporting persons in this JOINT Corp (JYNT) Schedule 13D/A amendment?

The reporting persons are Bandera Partners LLC, Jefferson Gramm, and Gregory Bylinsky, each of whom may be deemed to beneficially own the same 3,937,296 shares held by Bandera Master Fund.