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biote Corp.

For the period ended Mar 31, 2026. Filed May 11, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 11, 2026

BTMD$1.06+1.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-07.

0001193125-25-272294

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-11.

0001193125-26-216780

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 133 previous paragraphs and 114 current paragraphs.

70 unchanged; 31 reworded; 12 added; 30 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

Our revenue was $44.9 million and $49.0 million, our net income was $2.7 million and $15.8 million and our Adjusted EBITDA was $8.7 million and $13.8 million, for the three months ended March 31, 2026 and 2025, respectively. Please refer to “Non-GAAP Measures” below for reconciliations of Adjusted EBITDA to the most directly comparable U.S. GAAP measure, net income, and for additional information about Adjusted EBITDA.

Current report

On January 26, 2026, Asteria Health initiated a voluntary recall of specific lots of hormone pellets shipped by Asteria Health between May 20, 2025 and January 20, 2026 due to the potential presence of metal particulate matter (the “January 2026 Voluntary Recall”). Since the initiation of the January 2026 Voluntary Recall, all reasonable efforts have been made to remove such lots from the market in accordance with the recall strategy and the recall is being conducted with the knowledge of the FDA. In the fourth quarter of 2025, we recorded an inventory impairment charge of $1.3 million related to the January 2026 Voluntary Recall. Biote withdrew specific lots of hormone pellets from the market during the three months ended March 31, 2026. We have been working with our supply network to increase inventory levels and to ensure continuity of care throughout our clinic network. Additionally, we continue to improve our hormone pellet inventory at Asteria Health and have executed on our plan to add a second manufacturing shift in order to relieve the supply constraints in the second quarter of 2026. As a result of the January 2026 Voluntary Recall, we estimate our revenue growth from pellet procedures for the three months ended March 31, 2026 was negatively impacted by approximately $1.7 million. Additionally, we incurred approximately $1.5 million in recall-related costs and we expect to incur additional costs in future periods associated with this recall. See Part I, Item 1A, “Risk Factors—If a compounded drug formulation provided through an outsourcing facility or a compounding pharmacy leads to patient injury or death or results in a product recall, we may be exposed to significant liabilities and reputational harm” in our 2025 Form 10-K for more information.

Current report

Revenue for the three months ended March 31, 2026 decreased $4.1 million to $44.9 million, or 8.3%, compared to the three months ended March 31, 2025. Revenue from pellet procedures decreased $4.7 million during the three months ended March 31, 2026, as a result of lower procedure volumes at established Biote-certified clinics and lower productivity of newer Biote-certified clinics, each of which were impacted by a temporary contraction of bioidentical hormone pellet inventory availability and a brief shift in focus of our commercial sales organization to support practitioners during the January 2026 Voluntary Recall, compared to the three months ended March 31, 2025. Further, we estimated that the January 2026 Voluntary Recall negatively impacted revenue growth from pellet procedures by approximately $1.7 million during the three months ended March 31, 2026. Service revenue for the three months ended March 31, 2026 decreased $0.9 million compared to the three months ended March 31, 2025, primarily due to a decline in technology fees earned from physician orders placed through our BioteRx platform. These decreases in revenue for the three months ended March 31, 2026 were partially offset by a $1.8 million improvement in revenue from Biote-branded dietary supplements compared to the three months ended March 31, 2025 due to increased demand from customers purchasing these products through our e-commerce platforms for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Current report

Selling, general and administrative expense for the three months ended March 31, 2026 increased $1.1 million to $27.8 million, or 4.1%, compared to the three months ended March 31, 2025. The increase for the three months ended March 31, 2026 was primarily due to a $3.3 million increase in legal-related expenses related to claims asserted in normal course of business and expenses incurred to settle various legal matters compared to the three months ended March 31, 2025. This increase in expense was partially offset by a $1.2 million decrease in our bad debt expense, which was driven by lower revenue and the timing of collections on accounts receivable at the end of the quarter.

Current report

Represents $1.5 million incurred during the three months ended March 31, 2026 related to the January 2026 Voluntary Recall and primarily consists of a $0.9 million impact to cost of revenue and $0.4 million of selling, general and administrative costs. For the three months ended March 31, 2025, this represents strategic consulting and legal expenses related to our CEO transition of $0.3 million and a realized foreign currency loss of less than $0.01 million.

Current report

Net cash provided by operating activities for the three months ended March 31, 2026 decreased $2.6 million to $3.9 million compared to cash provided by operating activities of $6.5 million for the three months ended March 31, 2025. Non-cash activity during the three months ended March 31, 2026, such as an $8.5 million reduction in gain from change in fair value of earnout liabilities coupled with the decline in net income impacted our overall operating position compared to the three months ended March 31, 2025. Our cash flow from working capital for the three months ended March 31, 2026, was primarily impacted by a $3.9 million increase in cash provided by accounts payable and a $2.9 million increase in cash provided by accrued liabilities compared to the three months ended March 31, 2025. The change in accrued liabilities was primarily driven by a $2.0 million reduction in payments made to settle legal matters with one of our vendors compared to the three months ended March 31, 2025. This change 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 three months ended March 31, 2025. During the three months ended March 31, 2026 shifts within the composition of pellet inventory resulting from the January 2026 Voluntary Recall and a build in Biote-branded dietary supplement inventory to meet current demand outweighed the decrease in inventory during the three months ended March 31, 2025 resulting in a $0.7 million unfavorable impact to working capital. Additionally, our accounts receivable increased during each of the three months ended March 31, 2026 and 2025; however, the increase in accounts receivable for the three months ended March 31, 2025 outweighed the increase for the three months ended March 31, 2026, providing $0.8 million in cash over the prior year period. The increase in accounts receivable for each of the three months ended March 31, 2026 and 2025 was attributed to the timing of collection efforts during each of the respective periods and an increase in revenue during the three months ended March 31, 2025.

Current report

Net cash used in investing activities decreased $0.7 million to $1.2 million for the three months ended March 31, 2026, compared to $1.8 million for the three months ended March 31, 2025. This decrease was principally driven by a $0.9 million investment in leasehold improvements and other fixed assets for our 503B compounding facility during the three months ended March 31, 2025, that did not reoccur during the three months ended March 31, 2026. The decrease in cash used by investing activities was partially offset by an increase in investments in our internally developed software during the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Current report

Net cash used in financing activities increased $19.3 million to $21.5 million for the three months ended March 31, 2026, compared to $2.3 million for the three months ended March 31, 2025. The increase in our cash flow used in financing activities was primary driven by the timing of the final $18.5 million cash payment required under our repurchase liabilities compared to the three months ended March 31, 2025. As of March 31, 2026, we had fully repaid all obligations associated with the share repurchase liabilities. Additionally, during the three months ended March 31, 2026, we used $1.1 million of cash to repurchase 726,388 shares of our Class A common stock at an average price of $1.46 per share.
Removed paragraphs (30)

Previous report

On February 1, 2025, we appointed Bret Christensen as Chief Executive Officer. In connection with his appointment, we entered into an employment agreement with Mr. Christensen, dated as of January 29, 2025 which provides for Mr. Christensen’s at-will employment as the Chief Executive Officer for a term commencing on February 1, 2025 and continuing until terminated by either us or Mr. Christensen. Teresa S. Weber, our prior Chief Executive Officer, transitioned out of her role, effective February 1, 2025. On January 30, 2025, Ms. Weber entered into a consulting agreement with us, which provides that Ms. Weber serves as a strategic advisor to us and our Board of Directors for up to one year, to assist with the transition and to work on special projects.

Previous report

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 report

Gain (Loss) from Change in Fair Value of Earnout Liabilities

Previous report

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 report

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 report

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 report

Interest expense, net for the three months ended September 30, 2025, decreased $0.8 million to $2.7 million compared to the three months ended September 30, 2024 primarily due to a lower principal balance on our Term Loan and lower monthly interest rates, compared to the three months ended September 30, 2024.

Previous report

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 report

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 report

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 report

Gain (Loss) from Change in Fair Value of Earnout Liabilities

Previous report

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 report

Represents the fair market value write-up of inventory accounted for under ASC 805 related to the acquisition of Asteria Health.

Previous report

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 report

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 report

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 report

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 report

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 report

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.
Reworded paragraphs (31)

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 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.

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 2025 Form 10-K. 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

Biote trains physicians and nurse practitioners in hormone optimization using bioidentical hormone replacement pellet therapy in men and women experiencing hormonal imbalance. The “Biote Method” is a comprehensive, end-to-end practice building platform that provides Biote-certified practitioners with the following components specifically developed for practitioners in the hormone optimization space: Biote Method education, training and certification, practice management software, inventory management software, and information regarding available HRT products, as well as digital and point-of-care marketing support. We also sell a complementary Biote-branded line of dietary supplements. By virtue of our historical performance over the past 13 years, we believe that our business model has been successful, remains differentiated, and is well positioned for future growth.

Current wording

Biote trains physicians and nurse practitioners in hormone optimization using bioidentical hormone replacement pellet therapy in men and women experiencing hormonal imbalance. The “Biote Method” is a comprehensive, end-to-end practice building platform that provides Biote-certified practitioners with the following components specifically developed for practitioners in the hormone optimization space: Biote Method education, training and certification, practice management software, inventory management software, and information regarding available HRT products, as well as digital and point-of-care marketing support. We also sell a complementary Biote-branded line of dietary supplements. By virtue of our historical performance over the past 14 years, we believe that our business model has been successful, remains differentiated, and is well positioned for future growth.

Previous wording

Increasing sales of Biote-branded dietary supplements. Our Biote-branded dietary supplement line currently includes 25 dietary supplements that we offer to our Biote-certified practitioners through our eCommerce site, efficiently leveraging our core Biote provider platform. Practitioners then re-sell Biote-branded dietary supplements to their patients, enabling patients to receive physician-guided therapies to manage the related effects of aging. Our direct-to-patient eCommerce platform enables practitioners to invite their patients to buy Biote-branded dietary supplements online via our online store. In addition to our direct-to-patient eCommerce platform, our Biote-branded dietary supplements are also offered through our eCommerce platform with Amazon.

Current wording

Increasing sales of Biote-branded dietary supplements. Our Biote-branded dietary supplement line currently includes 26 dietary supplements that we offer to our Biote-certified practitioners through our eCommerce site, efficiently leveraging our core Biote provider platform. Practitioners then re-sell Biote-branded dietary supplements to their patients, enabling patients to receive physician-guided therapies to manage the related effects of aging. Our direct-to-patient eCommerce platform enables practitioners to invite their patients to buy Biote-branded dietary supplements online via our online store. In addition to our direct-to-patient eCommerce platform, our Biote-branded dietary supplements are also offered through our eCommerce platform with Amazon.

Previous wording

A portion of the bioidentical hormone pellets used by Biote-certified practitioners are manufactured by our 503B compounding pharmacy, Asteria Health; therefore, in order to meet demand we have agreements with AnazaoHealth and Carie Boyd each of which are FDA registered 503B outsourcing facilities. Bioidentical hormone pellets are shipped directly to Biote-certified practitioners. Custody of the pellets is with Biote-certified practitioners. However, the bioidentical hormone pellets are recorded as inventory on our unaudited condensed consolidated balance sheets from the date of shipment until the point in time they are dispensed by a Biote-certified practitioner. Biote-certified practitioners record the dispensation of bioidentical hormone pellets and monitor inventory levels in the inventory management system that is offered as part of the Biote Method.

Current wording

A portion of the bioidentical hormone pellets used by Biote-certified practitioners are manufactured by our 503B outsourcing facility, Asteria Health; therefore, in order to meet demand we have agreements with AnazaoHealth (the “AnazaoHealth Pharmacy Services Agreement”) and Carie Boyd (the “Outsourcing Facility Services Agreement”) each of which are FDA registered 503B outsourcing facilities. Bioidentical hormone pellets are shipped directly to Biote-certified practitioners. Custody of the bioidentical hormone pellets is with Biote-certified practitioners. However, the bioidentical hormone pellets are recorded as inventory in our consolidated balance sheets from the date of shipment until the point in time they are dispensed by a Biote-certified practitioner. Biote-certified practitioners record the dispensation of bioidentical hormone pellets and monitor inventory levels in the inventory management system that is offered as part of the Biote Method.

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. 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.

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 outsourcing facility to compound 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 AnazaoHealth Pharmacy Services Agreement 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 certified practitioners while focusing on expanding our Biote-certified clinic network.

Previous wording

*Please refer to “Non-GAAP Measures” below for reconciliations of Adjusted EBITDA to the most directly comparable U.S. GAAP measure, net loss, and for additional information about Adjusted EBITDA.

Current wording

*Please refer to “Non-GAAP Measures” below for reconciliations of Adjusted EBITDA to the most directly comparable U.S. GAAP measure, net income, and for additional information about Adjusted EBITDA.

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 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.

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. Additionally, we continue to monitor ongoing changes to global trade policies, including the imposition of tariffs. Although the impact of these policies did not have a material impact on our business during the three months ended March 31, 2026 and 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.

Previous wording

Additionally, inflationary factors, such as increases in the cost of our materials and supplies, interest rates and overhead costs may adversely affect our business and operating results. Inflation and relatively high interest rates also present a recent challenge impacting the U.S. economy and could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if inflation rates continue to rise) on our operating costs, including our labor costs and research and development costs, due to supply chain constraints, international tariffs, consequences associated with global health crises and ongoing international conflicts such as the conflict between Russia and Ukraine and conflicts in the Middle East, and employee availability and wage increases, which may result in additional stress on our working capital resources.

Current wording

Additionally, inflationary factors, such as increases in the cost of our materials and supplies, interest rates and overhead costs may adversely affect our business and operating results. Inflation and relatively high interest rates also present a recent challenge impacting the U.S. economy and could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if inflation rates continue to rise) on our operating costs, including our labor costs and research and development costs, due to supply chain constraints, international tariffs, consequences associated with global health crises and ongoing international conflicts including the conflict between Russia and Ukraine, conflicts in the Middle East, which have contributed to increased shipping and fuel costs, and employee availability and wage increases, which may result in additional stress on our working capital resources.

Previous wording

Selling, general and administrative expense consists primarily of software licensing and maintenance, the cost of our sales force and the cost of employees who engage in corporate functions, such as finance and accounting, information technology, marketing, human resources, legal, and executive management. Also included are rent occupancy costs, office expenses, recruiting expenses, entertainment allocations, depreciation and amortization, share-based compensation, transaction-related expenses, other general overhead costs, insurance premiums, professional service fees, research and development and costs related to regulatory and legal matters and marketing expenses.

Current wording

Selling, general and administrative expense consists primarily of software licensing and maintenance, the cost of our sales force and the cost of employees who engage in corporate functions, such as finance and accounting, information technology, human resources, legal, and executive management. Also included are rent occupancy costs, office expenses, recruiting expenses, entertainment allocations, depreciation and amortization, share-based compensation, transaction related expenses, other general overhead costs, insurance premiums, professional service fees, research and development, and costs related to regulatory and legal matters and marketing expenses.

Previous wording

Interest expense, net consists primarily of cash and non-cash interest under our Term Loan, commitment fees for our unused Revolving Loans, accreted interest related to our share repurchase liability, net of interest income earned on our money market account.

Current wording

Interest expense, net consists primarily of cash and non-cash interest under our Term Loan, commitment fees for the unused portion of our Revolving Loans, accreted interest related to our share repurchase liability, net of interest income earned on our money market account.

Previous wording

Gain (loss) from change in fair value of earnout liabilities consists of the change in fair value during the period of the Member and Sponsor earnouts and the earnout related to the acquisition of Simpatra.

Current wording

Gain from change in fair value of earnout liabilities consists of the change in fair value during the period of the Member and Sponsor earnouts and the earnout related to the acquisition of Simpatra.

Previous 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.

Current 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.

Previous 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.

Current wording

Cost of revenue for the three months ended March 31, 2026 increased $1.4 million, to $14.0 million, or 10.9%, compared to the three months ended March 31, 2025. Cost of pellet procedures increased 7.7% while revenue from pellet procedures decreased 13.2%. The increase in the cost of pellet procedures reflects a shift in the sourcing of bioidentical hormone pellets from Asteria Health to other third-party outsourcing facilities due to inventory constraints caused by the January 2026 Voluntary Recall, compared to the three months ended March 31, 2025. Cost of Biote branded dietary supplements increased $0.2 million for the three months ended March 31, 2026 primarily as a result of the increase in Biote-branded dietary supplement revenue, compared to the three months ended March 31, 2025. Additionally, cost of services increased $0.3 million due to an increase in continuing education programs offered under the Biote Method to existing Biote-certified practitioners during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous 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.

Current wording

Interest expense, net for the three months ended March 31, 2026 decreased $0.9 million to $2.0 million compared to the three months ended March 31, 2025, primarily due to a $1.1 million decline in accreted interest related to our share repurchase liability that was incurred during the three months ended March 31, 2025 that did not reoccur during the three months ended March 31, 2026. Additionally, interest income earned on our money market account declined as a result of lower cash balances during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These decreases were partially offset by an increase in interest expense on our Revolving Loans, which historically have a higher interest rate on borrowings. As of March 31, 2026, we had $5.0 million outstanding under our Revolving Loans, compared to March 31, 2025 when we had no amounts outstanding under the Revolving Loans.

Previous wording

The change in fair value of the earnout liabilities was primarily due to a 51.4% decrease in the closing price of our Class A common stock during the nine months ended September 30, 2025, compared with an increase of 13.0% for the nine months ended September 30, 2024. In addition to the changes in the closing price of our Class A common stock during the nine 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.

Current wording

The change in fair value of the earnout liabilities was primarily due to a 48.1% decrease in the closing price of our Class A common stock during the three months ended March 31, 2026. In addition to the changes in the closing price of our Class A common stock, other assumptions used to calculate the fair value of the earnout liability, such as stock price volatility, revenue 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 gain or loss recorded for the periods presented.

Previous 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.

Current wording

The change in other expense for the three months ended March 31, 2026, compared with the three months ended March 31, 2025, primarily resulted from foreign currency fluctuations during the period.

Previous 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.

Current wording

Income tax expense for the three months ended March 31, 2026 decreased $1.0 million, compared to the three months ended March 31, 2025. This decrease in expense was primarily driven by a lower year to date and forecasted profit before tax, excluding certain non-includable items.

Previous wording

Adjusted EBITDA is a non-GAAP performance measure that provides supplemental information that we believe is useful to analysts and investors to evaluate the Company’s ongoing results of operations when considered alongside net income (the most directly comparable U.S. GAAP measure).

Current wording

Adjusted EBITDA is a non-GAAP performance measure that provides supplemental information that we believe is useful to analysts and investors to evaluate our ongoing results of operations when considered alongside net income, (the most directly comparable U.S. GAAP measure).

Previous 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:

Current wording

The following table presents a reconciliation of net income to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:

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. 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.

Current wording

Represents cash and non-cash interest on our debt obligations, commitment fees on the unused portion of our Revolving Loans, net of interest income earned on our money market account. For the three months ended March 31, 2025, interest expense, net included $1.1 million of accreted interest related to the share repurchase liability. There was no accreted interest for the three months ended March 31, 2026.

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 $0.2 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.

Current wording

Represents depreciation expense on property and equipment, amortization expense on capitalized software and amortization expense on purchased intangible assets. Depreciation expense of $0.2 million and $0.01 million was included in cost of products for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Represents employee compensation expense associated with equity-based stock awards. This includes expense associated with equity incentive instruments including stock options and restricted stock units.

Current wording

Represents employee compensation expense associated with equity-based stock awards. This includes expense associated with equity incentive instruments including phantom stock awards, stock options and restricted stock units.

Previous wording

Represents legal expenses to defend the Company against claims asserted by the Company’s former owner.

Current wording

Represents legal expenses to defend us against claims asserted by our former owner.

Previous wording

Represents litigation expenses other than those incurred in connection with claims asserted by the Company’s former owner that are not related to the Company’s ongoing business.

Current wording

Represents litigation expenses other than those incurred in connection with claims asserted by the Company’s former owner that are not related to our ongoing business.

Previous wording

Represents litigation settlement gains or losses and related legal expenses.

Current wording

Represents legal expenses incurred in connection with litigation settlement gains or losses.

Previous 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.

Current wording

Represents legal fees totaling $0.1 million incurred during the three months ended March 31, 2026 related to strategic opportunities to expand the business. Represents legal fees and professional fees totaling $0.1 million incurred during the three months ended March 31, 2025 to finalize the purchase price allocation of Asteria Health and for other strategic opportunities to expand the business.

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 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.

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 March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $5.3 million and $24.1 million, respectively. Additionally, as of each March 31, 2026 and December 31, 2025, respectively, we had $45.0 million of Revolving Loans available under our Truist Credit Agreement.

Previous wording

We expect our operating and capital expenditures to increase as we continue to execute our corporate growth plans designed to elevate our growth, achieve our strategic objectives and further advance patient health and wellness. If additional funds are required to support our working capital requirements, acquisitions or other purposes, we may seek to raise funds through additional debt or equity financings or from other sources. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our equity holders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing equity holders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility and also require us to incur additional interest expense. We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.

Current wording

We expect our operating and capital expenditures to increase as we increase headcount, expand our operations and grow our clinic base. If additional funds are required to support our working capital requirements, acquisitions or other purposes, we may seek to raise funds through additional debt or equity financings or from other sources. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our equity holders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing equity holders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility and also require us to incur additional interest expense. We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.

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, 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.

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 of cash collections on accounts receivable and the timing of repayment of our liabilities.

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 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.

Current wording

See Note 2, Significant Accounting Policies, to the audited consolidated financial statements included in our 2025 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 2025 Form 10-K. During the three months ended March 31, 2026, there were no material changes to our critical accounting policies and estimates from those discussed in our 2025 Form 10-K.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Gain from Change in Fair Value of Earnout Liabilities
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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