biote Corp.

Previous wording

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed in Part I, Item 1A. “Risk Factors” in the 2024 Form 10-K, as supplemented by the risks and uncertainties discussed in Part II. Item 1A. “Risk Factors” in the Quarterly Report on Form 10-Q for the three months ended March 31, 2025. You should carefully read the information under “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report. We assume no obligation to update any of these forward-looking statements except as required by law. Actual results may differ materially from those contained in any forward-looking statements.

Current wording

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed in Part I, Item 1A. “Risk Factors” in the 2024 Form 10-K, as supplemented by the risks and uncertainties discussed in Part II. Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q. You should carefully read the information under “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report. We assume no obligation to update any of these forward-looking statements except as required by law. Actual results may differ materially from those contained in any forward-looking statements.

Previous wording

To strengthen control over our supply chain, enhance operational efficiency and reduce production costs, we are focused on vertical integration through strategic transactions. For example, in March 2024, we acquired Asteria Health, a 503B manufacturer of compounded bioidentical hormones. Although Asteria Health has been integrated into our processes, we continue to utilize our current vendor network to manage our supply chain to meet the demands of our Biote-certified clinics. On November 1, 2024, AnazaoHealth provided notice that it was exercising its right to terminate the Pharmacy Services Agreement (the “AnazaoHealth Pharmacy Services Agreement”), which we previously entered into on October 30, 2020, with such termination to be effective as of May 1, 2025. Contract negotiations with AnazaoHealth commenced during the second quarter of 2025 and we executed a second amendment to the AnazaoHealth Pharmacy Services Agreement effective July, 19, 2025 (the “Second Amendment”), which extends the AnazaoHealth Pharmacy Services Agreement through December 31, 2027 and provides for a one-year extension at our discretion. With the Second Amendment in place and through our existing direct manufacturing capabilities, we believe we are well-positioned to continue meeting the product demands of our current Biote-practitioners while focusing on expanding our Biote-certified clinic network.

Current wording

To strengthen control over our supply chain, enhance operational efficiency and reduce production costs, we are focused on vertical integration through strategic transactions. For example, in March 2024, we acquired Asteria Health, a 503B manufacturer of compounded bioidentical hormones. Although Asteria Health has been integrated into our processes, we continue to utilize our current vendor network to manage our supply chain to meet the demands of our Biote-certified clinics. On November 1, 2024, AnazaoHealth provided notice that it was exercising its right to terminate the Pharmacy Services Agreement (the “AnazaoHealth Pharmacy Services Agreement”), which we previously entered into on October 30, 2020, with such termination to be effective as of May 1, 2025. In the second quarter of 2025, we executed a second amendment to the AnazaoHealth Pharmacy Services Agreement effective July, 19, 2025 (the “Second Amendment”), which extends the AnazaoHealth Pharmacy Services Agreement through December 31, 2027 and provides for a one-year extension at our discretion. With the Second Amendment in place and through our existing direct manufacturing capabilities, we believe we are well-positioned to continue meeting the product demands of our current Biote-practitioners while focusing on expanding our Biote-certified clinic network.

Previous wording

Global economic conditions have been challenging, with disruptions to, and volatility in, the credit and financial markets in the U.S. and worldwide resulting from the effects of public health crises, uncertainties associated with the changes to and by the U.S. federal government and otherwise. If these conditions persist and deepen, we could experience an inability to access additional capital or our liquidity could otherwise be impacted. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and/or other efforts. A recession or additional market corrections resulting from the impact of the effects of global health crises or geopolitical turmoil, could materially affect our business and the value of our securities. The impact of global health crises and the related disruptions caused to the global economy did not have a material impact on our business during the three and six months ended June 30, 2025 and 2024. Additionally, we continue to monitor ongoing changes to global trade policies, including the imposition of tariffs. Although the impact of these policies have not had a material impact on our business in the first half of 2025, the broader economic impact is uncertain, and while we may experience additional operational expenses related to the costs of obtaining materials, we do not expect to be materially impacted in future periods.

Current wording

Global economic conditions have been challenging, with disruptions to, and volatility in, the credit and financial markets in the U.S. and worldwide resulting from the effects of public health crises, uncertainties associated with the changes to and by the U.S. federal government and otherwise. If these conditions persist and deepen, we could experience an inability to access additional capital or our liquidity could otherwise be impacted. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and/or other efforts. A recession or additional market corrections resulting from the impact of the effects of global health crises or geopolitical turmoil, could materially affect our business and the value of our securities. The impact of global health crises and the related disruptions caused to the global economy did not have a material impact on our business during the three and nine months ended September 30, 2025 and 2024. Additionally, we continue to monitor ongoing changes to global trade policies, including the imposition of tariffs. Although the impact of these policies have not had a material impact on our business in 2025 thus far, the broader economic impact is uncertain, and while we may experience additional operational expenses related to the costs of obtaining materials, we do not expect to be materially impacted in future periods.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was signed into law in the United States, which contains a broad range of tax reform provisions affecting businesses, including the temporary and permanent extension of expiring provisions of the Tax Cuts and Jobs Act of 2017. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Accordingly, the Company is currently evaluating the provisions of the Act including the potential implications for its deferred tax assets, valuation allowance assessments, and effective tax rate. At this time, the financial impact of the new legislation cannot be reasonably estimated.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was signed into law in the United States, which contains a broad range of tax reform provisions affecting businesses, including the temporary and permanent extension of expiring provisions of the Tax Cuts and Jobs Act of 2017. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Accordingly, we have evaluated the provisions of the Act including the potential implications for its deferred tax assets, valuation allowance assessments, and effective tax rate. As of September 30, 2025, the change in legislation did not have an impact on our tax provision.

Previous wording

the effects of competition on market share;

Current wording

the effects of competition on market share and pricing;

Previous wording

Other expense consists of the foreign currency exchange losses for sales denominated in foreign currencies and other expenses not appropriately classified as operating expenses.

Current wording

Other income (expense), net consists of the foreign currency exchange losses for sales denominated in foreign currencies and other expenses not appropriately classified as operating expenses.

Previous wording

Revenue for the three months ended June 30, 2025 decreased $0.3 million to $48.9 million, or 0.6%, compared to the three months ended June 30, 2024. The decrease was driven primarily by a $3.2 million decrease in revenue from pellet procedures that resulted from a reduction in new clinic additions coupled with clinic attrition and lower procedure volumes from our existing clinics, compared to the three months ended June 30, 2024. This decrease in revenue was partially offset by a $2.5 million increase in revenue from Biote-branded dietary supplements and a $0.1 million increase in service revenue for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in Biote-branded dietary supplements resulted from the shift of a portion of this business to our e-commerce site with Amazon for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 when a portion of this business was managed by a third-party distributor. The increase in our service revenue for the three months ended June 30, 2025, was primarily related to a rise in technology fees earned from physician orders placed through our BioteRx platform and a reduction in deferred revenue associated with our MSAs compared to the three months ended June 30, 2024.

Current wording

Revenue for the three months ended September 30, 2025 decreased $3.4 million, or 6.7%, to $48.0 million compared to the three months ended September 30, 2024. The decrease was driven primarily by a $4.0 million decrease in revenue from pellet procedures and a $0.6 million decrease in service revenue for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease in revenue from pellet procedures resulted from a reduction in new clinic additions coupled with clinic attrition and lower procedure volumes from our existing clinics, compared to the three months ended September 30, 2024. The decrease in our service revenue for the three months ended September 30, 2025 was primarily related to a decrease in training revenue, which was driven by the reduction in new clinic additions and a decrease in technology fees earned from physician orders placed through our BioteRx platform compared to the three months ended September 30, 2024. These decreases in revenue were partially offset by a $0.9 million increase in revenue from Biote-branded dietary supplements which resulted from an increase in activity on our e-commerce site with Amazon for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Previous wording

Cost of revenue for the three months ended June 30, 2025 decreased $1.5 million to $13.9 million, or 9.7%, compared to the three months ended June 30, 2024. Cost of pellet procedures decreased 21.0% while revenue from pellet procedures decreased 8.4%, reflecting continued cost savings from the vertical integration of Asteria Health compared to the three months ended June 30, 2024. Cost of Biote branded dietary supplements increased $0.5 million for the three months ended June 30, 2025, primarily as a result of the increase in Biote-branded dietary supplement revenue, compared to the three months ended June 30, 2024.

Current wording

Cost of revenue for the three months ended September 30, 2025 decreased $1.7 million, or 11.4%, to $13.5 million compared to the three months ended September 30, 2024. Cost of pellet procedures decreased 22.7% while revenue from pellet procedures decreased 10.4%, reflecting the continued cost savings from the vertical integration of Asteria Health coupled with the decrease in revenue from pellet procedures compared to the three months ended September 30, 2024. Cost of Biote-branded dietary supplements decreased $0.3 million for the three months ended September 30, 2025, primarily as a result of product mix, compared to the three months ended September 30, 2024.

Previous wording

Selling, general and administrative expense for the three months ended June 30, 2025 decreased $3.4 million to $24.2 million, or 12.2%, compared to the three months ended June 30, 2024. This decrease was partially due to a $0.9 million decrease in employee-related expenses, which was attributed to a decrease in sales commission expense due to the overall decline in revenues and a decrease in stock compensation expense that resulted from a reduction in the weighted fair value of options granted during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Consulting expenses decreased $0.8 million for the three months ended June 30, 2025, primarily due to a reduction in expenses related to business combinations and other asset acquisitions compared to the three months ended June 30, 2024. Additionally, expenses related to our annual marketing event decreased for the three months ended June 30, 2025 due to a shift in the timing of the event to the third quarter of 2025. In 2024, the Company hosted this annual marketing event and incurred the related expenses during the three months ended June 30, 2024. For the three months ended June 30, 2025, our bad debt expense decreased $0.5 million due to a significant portion of our aged and/or uncollectible receivables being reserved for during the three months ended June 30, 2024. Additionally, legal fees decreased $0.5 million during the three months ended June 30, 2025, primarily due to the resolution of litigation with former shareholders during the three months ended June 30, 2024. These decreases were partially offset by a restructuring charge of $0.6 million for employee severance payments and related legal fees and a $0.4 million increase in marketing expenses due to increased activity on our e-commerce site with Amazon and other strategic marketing activities, compared to the three months ended June 30, 2024.

Current wording

Selling, general and administrative expense for the three months ended September 30, 2025 increased $2.2 million, or 9.3%, to $26.2 million compared to the three months ended September 30, 2024. This increase was primarily due to the recognition of $1.2 million in expenses related to our annual marketing event for the three months ended September 30, 2025 due to a shift in the timing of the event to the third quarter of 2025. In 2024, the Company hosted this annual marketing event and incurred the related expenses during the three months ended June 30, 2024. Additionally, for the three months ended September 30, 2025, marketing expenses increased $0.9 million due to increased activity on our e-commerce site with Amazon and other strategic marketing activities, compared to the three months ended September 30, 2024. Additionally, fees for consulting services increased $0.8 million compared to the three months ended September 30, 2024, partially due to an increase in our SOX 404 readiness activities and material weakness remediation efforts and other consulting fees incurred in connection with our commercial organization transformation initiative. These increases were partially offset by a $0.8 million decrease in legal expenses compared to the three months ended September 30, 2024.

Previous wording

The change in fair value of the earnout liabilities was due to a 20.7% increase in the closing price of our Class A common stock during the three months ended June 30, 2025, compared with an increase of 28.8% for the three months ended June 30, 2024.The increase in the closing price of our Class A common stock for the three months ended June 30, 2024 outpaced the increase in the closing price of our Class A common stock for the three months ended June 30, 2025, resulting in a decrease in the loss from change in the fair value of the earnout liability during 2025. In addition to the changes in the closing price of our Class A common stock during the three months ended June 30, 2025 and 2024, other assumptions used to calculate the fair value of the earnout liability, such as stock price volatility, estimated timing of satisfying the Triggering Events and the risk free rate varied from period to period, each of which impacted the fair value of the earnout liability and the associated loss recorded for the periods presented.

Current wording

The change in fair value of the earnout liabilities was due to a $1.02 decrease in the closing price of our Class A common stock during the three months ended September 30, 2025, compared with a decrease of $1.89 for the three months ended September 30, 2024. The decrease in the closing price of our Class A common stock for the three months ended September 30, 2024 outpaced the decrease in the closing price of our Class A common stock for the three months ended September 30, 2025, resulting in a decrease in the gain from change in the fair value of the earnout liabilities during 2025. In addition to the changes in the closing price of our Class A common stock during the three months ended September 30, 2025 and 2024, other assumptions used to calculate the fair value of the earnout liability, such as stock price volatility, estimated timing of satisfying the Triggering Events and the risk-free rate varied from period to period, each of which impacted the fair value of the earnout liability and the associated loss recorded for the periods presented.

Previous wording

The change in other expenses for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily resulted from foreign currency fluctuations during the period.

Current wording

The change in other income, net for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was primarily due to foreign currency fluctuations during the period.

Previous wording

Income tax expense for the three months ended June 30, 2025 increased $2.1 million, compared to the three months ended June 30, 2024. This increase in expense was primarily driven by a larger decrease in the year to date and forecasted profit before tax as of June 30, 2024 as compared to June 30, 2025 combined with an increase in the forecasted annual effective tax rate as of June 30, 2025.

Current wording

Income tax expense for the three months ended September 30, 2025 decreased $4.0 million to an income tax benefit of $0.8 million, compared to the three months ended September 30, 2024. This decrease in expense was primarily driven by a larger decrease in the year-to-date and forecasted profit before tax as of September 30, 2025, compared to September 30, 2024, combined with a decrease in the forecasted annual effective tax rate as of September 30, 2025.

Previous wording

The table and discussion below present our results for the six months ended June 30, 2025 and 2024:

Current wording

The table and discussion below present our results for the nine months ended September 30, 2025 and 2024:

Previous wording

Amazon for the six months ended June 30, 2025, compared to the six months ended June 30, 2024 when a portion of this business was managed by a third-party distributor. The increase in our service revenue for the six months ended June 30, 2025, was related to a rise in technology fees earned from physician orders placed through our BioteRx platform compared to the six months ended June 30, 2024. These increases in revenues for the six months ended June 30, 2025 were partially offset by a $4.6 million decrease in revenue from pellet procedures that resulted from a slowdown in new clinic additions, compared to the six months ended June 30, 2024.

Current wording

Revenue for the nine months ended September 30, 2025 decreased $1.5 million, or 1.0%, to $145.8 million compared to the nine months ended September 30, 2024. The decrease was primarily driven by an $8.5 million decrease in revenue from pellet procedures that resulted from a slowdown in new clinic additions coupled with lower procedure volumes from our existing clinics, compared to the nine months ended September 30, 2024. This decrease was partially offset by a $5.3 million increase in revenue from Biote-branded dietary supplements and a $0.8 million increase in service revenue for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in Biote-branded dietary supplements resulted from the continued focus on promoting our e-commerce site with Amazon for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024 when we were transitioning a portion of this business from a third-party distributor to our e-commerce site. The increase in our service revenue for the nine months ended September 30, 2025, was related to a rise in technology fees earned from physician orders placed through our BioteRx platform compared to the nine months ended September 30, 2024.

Previous wording

Cost of revenue for the six months ended June 30, 2025 decreased $2.3 million to $26.5 million, or 8.1%, compared to the six months ended June 30, 2024. Cost of pellet procedures decreased 22.6% while revenue from pellet procedures decreased 6.0%, reflecting continued cost savings from the vertical integration of Asteria Health compared to the six months ended June 30, 2024. Cost of Biote branded dietary supplements increased $1.2 million for the six months ended June 30, 2025 primarily as a result of the increase in Biote-branded dietary supplement revenue, compared to the six months ended June 30, 2024.

Current wording

Cost of revenue for the nine months ended September 30, 2025 decreased $4.1 million, or 9.2%, to $40.0 million compared to the nine months ended September 30, 2024. Cost of pellet procedures decreased 22.5% while revenue from pellet procedures decreased 7.5%, reflecting the continued cost savings from the vertical integration of Asteria Health coupled with the decrease in revenue from pellet procedures compared to the nine months ended September 30, 2024. Cost of Biote-branded dietary supplements increased $0.9 million for the nine months ended September 30, 2025 primarily as a result of the increase in Biote-branded dietary supplement revenue, compared to the nine months ended September 30, 2024.

Previous wording

Selling, general and administrative expense for the six months ended June 30, 2025 increased $0.4 million to $50.9 million, or 0.8%, compared to the six months ended June 30, 2024. This increase was due to a $1.1 million increase in marketing expenses and was primarily driven by increased activity on our e-commerce site with Amazon as well as other strategic marketing activities, compared to the six months ended June 30, 2024. Audit and tax services fees increased $0.5 million due to an increase in the scope of services related to business combinations, asset acquisitions and the complexity of tax matters that arose from legal settlements with two of our former owners. These increases were partially offset by a $0.7 million decrease in consulting service expenses incurred in connection with the 2024 acquisitions of Asteria Health and Simpatra. Additionally, employee-related expenses decreased $0.3 million, primarily due to attrition within our commercial operations group.

Current wording

Selling, general and administrative expense for the nine months ended September 30, 2025 increased $2.6 million, or 3.6%, to $77.1 million compared to the nine months ended September 30, 2024. This increase was due to a $2.0 million increase in marketing expenses and was primarily driven by increased activity on our e-commerce site with Amazon as well as other strategic marketing activities, compared to the nine months ended September 30, 2024. Expenses related to our annual marketing event increased $0.4 million compared to the nine months ended September 30, 2024, partially due to a reduction in contributions from sponsors. For the nine months ended September 30, 2025, our bad debt expense increased $0.7 million compared to the nine months ended September 30, 2024 due to an increase in aging receivables and the timing of collections as of September 30, 2025. These increases were partially offset by a $0.7 million decrease in legal expenses incurred in connection with the 2024 acquisitions of Asteria Health and Simpatra.

Previous wording

Interest expense, net for the six months ended June 30, 2025 increased $1.5 million, or 35.9%, to $5.8 million compared to the six months ended June 30, 2024. The increase was primarily a result of a $1.5 million increase in accreted interest related to our share repurchase liability and a $0.7 million decrease in interest income earned on our money market account as a result of lower cash balances during the six months ended June 30, 2025, compared to the six months ended June 30, 2024. These increases were partially offset by a decrease in interest expense on our Term Loan due to a lower principal balance and lower monthly interest rates during the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

Current wording

Interest expense, net for the nine months ended September 30, 2025 increased $0.7 million, or 9.1%, to $8.5 million compared to the nine months ended September 30, 2024 due to a $1.2 million increase in accreted interest related to our share repurchase liabilities and a decrease in interest income earned on our money market account as a result of lower cash balances during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. This increase was partially offset by a decrease in interest expense on our Term Loan due to a lower principal balance and lower monthly interest rates during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

Previous wording

The change in other expense for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily resulted from foreign currency fluctuations during the period.

Current wording

The change in other income (expense), net for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was primarily due to foreign currency fluctuations during the period.

Previous wording

Income tax expense for the six months ended June 30, 2025 increased $1.3 million compared to the six months ended June 30, 2024. This increase in expense was primarily driven by the increase in Biote's ownership of Holdings as of June 30, 2025 compared to June 30, 2024 and an increase in the forecasted annual effective tax rate.

Current wording

Income tax expense for the nine months ended September 30, 2025 decreased $2.7 million compared to the nine months ended September 30, 2024. This decrease in expense was primarily driven by the decrease in the year-to-date and forecasted profit before tax as of September 30, 2025, compared to September 30, 2024, and a decrease in the forecasted annual effective tax rate.

Previous wording

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:

Previous wording

Represents cash and non-cash interest on our debt obligations, commitment fees for our unused Revolving Loans, net of interest income earned on our money market account and short-term investment. Interest expense, net, included accreted interest related to the share repurchase liabilities of $0.9 million and $2.0 million for the three and six months ended June 30, 2025, respectively, and $0.5 million for each of the three and six months ended June 30, 2024, respectively.

Current wording

Represents cash and non-cash interest on our debt obligations, commitment fees for our unused Revolving Loans, net of interest income earned on our money market account. Interest expense, net, included accreted interest related to the share repurchase liabilities of $0.7 million and $2.7 million for the three and nine months ended September 30, 2025, respectively, and $1.1 million and $1.5 million for the three and nine months ended September 30, 2024, respectively.

Previous wording

Represents depreciation expense on property and equipment, amortization expense on capitalized software and amortization expense on purchased intangible assets. Depreciation expense included in cost of products was $0.06 million and $0.07 million for the three and six months ended June 30, 2025, respectively, and $0.01 million for each of the three and six months ended June 30, 2024, respectively

Current wording

Represents depreciation expense on property and equipment, amortization expense on capitalized software and amortization expense on purchased intangible assets. Depreciation expense included in cost of products was $0.2 million for each of the three and nine months ended September 30, 2025, respectively, and $0.01 million and $0.03 million for the three and nine months ended September 30, 2024, respectively.

Previous wording

Represents transaction costs including legal fees of $0.04 million during the six months ended June 30, 2024, which were incurred in connection with the filing of, and transactions contemplated by, the Company’s securities offerings. No such filing fees were incurred during the three and six months ended June 30, 2025.

Current wording

Represents transaction costs including legal fees of $0.04 million and $0.08 million during the three and nine months ended September 30, 2024, respectively, which were incurred in connection with the filing of, and transactions contemplated by, the Company’s securities offerings. No such filing fees were incurred during the three and nine months ended September 30, 2025.

Previous wording

Represents restructuring costs incurred during the three and six months ended June 30, 2025 related to a workforce reduction primarily within our commercial organization.

Current wording

Represents restructuring costs incurred during the three and nine months ended September 30, 2025 related to a workforce reduction primarily within our commercial organization.

Previous wording

Represents executive severance costs of $0.5 million and a realized foreign currency loss of less than $0.01 million for the three and six months ended June 30, 2025 and strategic consulting and legal expenses related to the recent CEO transition of $0.3 million for the six months ended June 30, 2025. For each of the three and six months ended June 30, 2024, represents professional services fees of $0.1 million incurred related to the accounting treatment of the share repurchase liabilities, strategic consulting and advisory services of $0.5 million, executive severance costs of $0.3 million and a realized foreign currency loss of less than $0.01 million.

Current wording

Represents executive severance costs of $0.7 million and $1.2 million, strategic consulting and legal expenses related to the Chief Executive Officer transition of $0.1 million and $0.4 million and realized foreign currency losses of less than $0.01 million and $0.01 million for the three and nine months ended September 30, 2025. For the three months ended September 30, 2024, represents professional services fees of $0.07 million incurred related to the accounting treatment of the share repurchase liabilities and a realized foreign currency loss of less than $0.01 million. For the nine months ended September 30, 2024, represents professional services fees of $0.2 million incurred related to the accounting treatment of the share repurchase liability, strategic consulting and advisory services of $0.6 million, executive severance costs of $0.3 million, excise tax related to repurchases of Class A common stock of $0.2 million and a realized foreign currency loss of less than $0.01 million for the nine months ended September 30, 2024.

Previous wording

Represents legal fees and professional fees totaling $0.1 million incurred during the six months ended June 30, 2025 to finalize the purchase price allocation of Asteria Health and for other strategic opportunities to expand the business. For the three and six months ended June 30, 2024, represents legal fees of $0.2 million and $0.5 million, respectively, and professional services fees of $0.2 million and $0.3 million, respectively, related to our 2024 acquisitions.

Current wording

Represents legal fees and professional fees totaling $0.1 million incurred during the nine months ended September 30, 2025, to finalize the purchase price allocation of Asteria Health and for other strategic opportunities to expand the business. For the three months ended September 30, 2024, represents legal fees of $0.2 million and for the nine months ended September 30, 2024, represents legal fees of $0.7 million and professional services fees of $0.3 million incurred during the nine months ended September 30, 2024, respectively, related to our recent acquisitions and other strategic opportunities.

Previous wording

Our liquidity is derived primarily from available cash and cash equivalents, cash generated from operations, capacity under our Revolving Loans and, when necessary, debt and equity financing activities. We believe that for at least the next 12 months, our current cash position, coupled with anticipated cash generated from operations and the capacity under our revolving loans, is sufficient to fund our operations and our debt service obligations. As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $19.6 million and $39.3 million, respectively. Additionally, as of each June 30, 2025 and December 31, 2024, we had $50.0 million of Revolving Loans available under our Truist Credit Agreement.

Current wording

Our liquidity is derived primarily from available cash and cash equivalents, cash generated from operations, capacity under our Revolving Loans and, when necessary, debt and equity financing activities. We believe that for at least the next 12 months, our current cash position, coupled with anticipated cash generated from operations and the capacity under our revolving loans, is sufficient to fund our operations and our debt service obligations. As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $28.0 million and $39.3 million, respectively. Additionally, as of each September 30, 2025 and December 31, 2024, we had $50.0 million of Revolving Loans available under our Truist Credit Agreement.

Previous wording

Cash flows from operating activities result primarily from fees associated with the Biote Method and from the sale of Biote branded dietary supplements. Cash flows from operating activities are affected by earnings levels and changes in working capital related to our business. Working capital varies from period to period and can be affected by changes in our inventory levels due to varying demand for our products.

Current wording

Cash flows from operating activities result primarily from fees associated with the Biote Method and from the sale of Biote-branded dietary supplements. Cash flows from operating activities are affected by earnings levels and changes in working capital related to our business. Working capital varies from period to period and can be affected by changes in our inventory levels due to varying demand for our products, the timing and amount of deposits required by our suppliers for future inventory purchases, the timing of cash collections on accounts receivable and the timing of repayments of our liabilities.

Previous wording

Net cash provided by operating activities for the six months ended June 30, 2025 decreased $3.8 million to $13.6 million compared to cash provided by operating activities of $17.3 million for the six months ended June 30, 2024. Our cash flow from working capital for the six months ended June 30, 2025, was impacted by a $3.2 million increase in cash used for other assets related to the addition of information technology services and the renewal of insurance and other services that will be utilized over the next 12 months, deposits on activities for our upcoming annual marketing event and fluctuations in advance deposits on future inventory purchases. Working capital for the six months ended June 30, 2025 was also impacted by a $3.4 million increase in cash used to fund accounts payable, which was attributed to the timing of the receipt of invoices for inventory and other expenses and the subsequent payment of those invoices. Additionally, cash used for accrued liabilities increased $2.5 million, which was driven by a $3.5 million legal settlement payment to one of our vendors during the six months ended June 30, 2025. The increase in cash used for accrued liabilities for the six months ended June 30, 2025 was partially offset by an increase in accrued professional fees for legal services, audit and tax services, and other general corporate expenses compared with the six months ended June 30, 2024. The decrease in net cash provided by operating activities during the six months ended June 30, 2025 was partially offset by a $1.5 million increase in cash provided by Biote-branded dietary supplement inventory due to a 28.1% increase in dietary supplement revenue over the prior year period. This compares with a $0.3 million increase in Biote-branded supplement inventory during the six months ended June 30, 2024, resulting in a $1.8 million incremental increase in cash for the 2025 period.

Current wording

Net cash provided by operating activities for the nine months ended September 30, 2025 decreased $5.3 million to $27.6 million compared to $32.9 million for the nine months ended September 30, 2024. Our cash flow from working capital for the nine months ended September 30, 2025 was primarily impacted by a $4.7 million increase in cash used for inventory attributed to (i) the purchase of raw materials, (ii) an increase in pellet inventory due to the slowdown in new clinic additions and lower procedure volumes from our existing clinics and (iii) our Biote-branded dietary supplement inventory depleting at a slower pace compared to the nine months ended September 30, 2024. Working capital for the nine months ended September 30, 2025 was also impacted by a $1.6 million increase in cash used to fund accounts payable, which was attributed to the timing of the receipt of invoices for inventory and other operating expenses and the subsequent payment of those invoices.

Previous wording

Net cash used in investing activities decreased $11.7 million to $3.8 million for the six months ended June 30, 2025, compared to $15.5 million for the six months ended June 30, 2024. This decrease was principally driven by the acquisition of Asteria Health, Simpatra and BioSana during the six months ended June 30, 2024.

Current wording

Net cash used in investing activities decreased $13.0 million to $4.5 million for the nine months ended September 30, 2025, compared to $17.5 million for the nine months ended September 30, 2024. This decrease was principally driven by the acquisition of Asteria Health, Simpatra and BioSana during the nine months ended September 30, 2024, partially offset by an increase in purchases of property and equipment and capitalized software during the nine months ended September 30, 2025 of $0.8 million and $0.6 million, respectively.

Previous wording

Net cash used in financing activities decreased $34.9 million to $29.5 million for the six months ended June 30, 2025, compared to $64.4 million for the six months ended June 30, 2024. Cash payments required under our repurchase liabilities decreased $37.1 million in 2025 to $25.1 million compared to $62.2 million in 2024. As of June 30, 2025, we have repaid approximately 64% of the liabilities. Additionally, we used cash of $5.6 million to repurchase Class A common stock during the six months ended June 30, 2024, that did not reoccur during the six months ended June 30, 2025. These decreases were partially offset by a $10.0 million repayment on borrowings under our revolving loans during 2024.

Current wording

Net cash used in financing activities decreased $31.7 million to $34.4 million for the nine months ended September 30, 2025, compared to $66.1 million for the nine months ended September 30, 2024. Cash payments required under our repurchase liabilities decreased $37.1 million in 2025 to $25.1 million compared to $62.2 million in 2024. As of September 30, 2025, we have repaid approximately 67.4% of the liabilities. Additionally, cash used to repurchase Class A common stock decreased $2.2 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due to a decrease in the number of shares of Class A common stock repurchased and a lower average price paid per share in 2025. These decreases were partially offset by a $10.0 million repayment on borrowings under our revolving loans during 2024.

Previous wording

See Note 2, Significant Accounting Policies, to the audited consolidated financial statements included in our 2024 Form 10-K for more information about our significant accounting policies, including our critical accounting policies. The critical accounting estimates that reflect our most significant judgments and estimates used in the preparation of our consolidated financial statements are described in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2024 Form 10-K. During the three and six months ended June 30, 2025, there were no material changes to our critical accounting policies and estimates from those discussed in our 2024 Form 10-K.

Current wording

See Note 2, Significant Accounting Policies, to the audited consolidated financial statements included in our 2024 Form 10-K for more information about our significant accounting policies, including our critical accounting policies. The critical accounting estimates that reflect our most significant judgments and estimates used in the preparation of our consolidated financial statements are described in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2024 Form 10-K. During the three and nine months ended September 30, 2025, there were no material changes to our critical accounting policies and estimates from those discussed in our 2024 Form 10-K.