biote Corp.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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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.
Sep 30, 2026 · Filed Nov 9, 2026
BTMD$1.11+4.7%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001193125-26-340364
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001193125-26-453823
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 128 previous paragraphs and 131 current paragraphs.
81 unchanged; 37 reworded; 13 added; 5 removed; 5 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 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 (13)
Current report
Loss on Extinguishment of Debt
Current report
Income Tax (Benefit) Expense
Current report
Selling, general and administrative expense for the three months ended September 30, 2026 increased $0.7 million to $26.8 million, or 2.6%, compared to the three months ended September 30, 2025. The increase for the three months ended September 30, 2026 was partially due to a $0.6 million increase in employee-related expenses, which was attributed to an increase in headcount within our commercial organization, compared to the three months ended September 30, 2025. Consulting service fees increased $0.6 million compared to the three months ended September 30, 2025, partially due to an increase in our SOX 404 readiness activities and material weakness remediation efforts and other contract labor-related expenses incurred to support our finance, information technology and human resource organizations. Marketing expenses increased $0.5 million due to increased activity on our e-commerce platforms and other strategic marketing activities, compared to the three months ended September 30, 2025. Additionally, for the three months ended September 30, 2026, rent occupancy expenses increased $0.3 million, which was attributed to the addition of our Florida facility, compared to the three months ended September 30, 2025. These increases in expense were partially offset by a $1.2 million decrease in expenses related to our annual marketing event that occurred during three months ended September 30, 2025 and did not reoccur during the three months ended September 30, 2026.
Current report
Income Tax Expense
Current report
Loss on Extinguishment of Debt
Current report
Income Tax Expense
Current report
First Amendment to Existing Credit Agreement
Current report
On November 4, 2026, we executed a first amendment (the “First Amendment”) to the Existing Credit Agreement and waiver (as amended by the First Amendment, the “Credit Agreement”), which, among other things, (i) waived our noncompliance with our financial covenants for the fiscal period ended on September 30, 2026, (ii) relaxed the requirements under the existing fixed charge coverage ratio covenant and the total net leverage ratio covenant for the duration of the period commencing on July 1, 2026 and ending (subject to achieving certain compliance milestones) on January 1, 2028 (the “Covenant Change Period”), (iii) introduced two new financial covenants, including (A) a minimum liquidity covenant and (B) a minimum consolidated EBITDA covenant, (iv) increased the interest rate applicable to the loans by introducing an additional Level 3 accruing at SOFR plus 3.25% per annum for each fiscal quarter after the most recently reported total net leverage ratio exceeded 3.75:1.00, (v) reduced the available Revolving Loans from $50.0 million to $35.0 million, and (vi) established maximum capital expenditure limits for the duration of the Covenant Change Period. See Note 21 “Subsequent Events” to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.
Current report
In addition to the financial covenants, we are required to deliver financial statements and other information and are prohibited from making certain restricted payments (as defined in the First Amendment) during the fiscal year in progress.
Current report
The Credit Agreement is secured by substantially all of our assets and is subject to, among other provisions, customary covenants regarding indebtedness, liens, negative pledges, restricted payments, certain prepayments of indebtedness, investments, fundamental changes, disposition of assets, sale and lease-back transactions, transactions with affiliates, amendments of or waivers with respect to restricted debt and permitted activities of the Company, in each case, subject to heightened restrictions for the duration of the Covenant Change Period.
Current report
We are exploring various means of enhancing our liquidity position and ensuring compliance with our debt covenants by increasing sales productivity, strengthening efficiencies gained through our vertically integrated structure, closely monitoring expenses and, if necessary, reducing selling, general and administrative expenses.
Current report
Emerging Growth Company and Smaller Reporting Company Status
Current report
We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
Removed paragraphs (5)
Previous report
Chief Executive Officer Transition
Previous report
Bret Christensen, our prior Chief Executive Officer, resigned from his position as Chief Executive Officer of BioTE Medical, LLC effective June 8, 2026. Mr. Christensen will continue to serve on our Board of Directors. Our Board of Directors appointed Robert C. Peterson as Interim Chief Executive Officer and Director, effective June 8, 2026. Additionally, the Board of Directors appointed Marc Beer as Executive Chairman of the Board, effective June 8, 2026.
Previous report
Gain (Loss) from Change in Fair Value of Earnout Liabilities
Previous report
Loss from Change in Fair Value of Earnout Liabilities
Previous report
JOBS Act Accounting Election
Reworded paragraphs (37)
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 14 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 hormone replacement therapy 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
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 and six months ended June 30, 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.
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 and nine months ended September 30, 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 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.
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 wars and conflicts, 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
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 and six months ended June 30, 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 and six months ended June 30, 2026 was negatively impacted by approximately
Current wording
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 nine months ended September 30, 2026. We have worked with our supply network and increased inventory levels to ensure continuity of care throughout our clinic network. Additionally, we added a second manufacturing shift at Asteria Health during the second quarter of 2026 to replenish our hormone pellet inventory and to relieve the supply constraints we experienced in the first half of 2026. As of September 30, 2026, manufacturing of hormone pellets at Asteria Health was approaching pre-recall production levels. As a result of the January 2026 Voluntary Recall, we estimate our revenue growth from pellet procedures for the nine months ended September 30, 2026 was negatively impacted by approximately $5.0 million. Additionally, during the three and nine months ended September 30, 2026 we incurred approximately $0.2 million and $2.4 million, respectively, 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.
Previous wording
Product revenue includes both bioidentical hormone pellets, in connection with the service described above, and the related inventory and practice management services provided to clinics. Product revenue is recognized at the point in time when the Biote-partnered clinic obtains ownership of the bioidentical hormone pellet, which we determined to be when the Biote-certified practitioner performs the procedure to implant the bioidentical hormone pellet into their patient. The consideration allocated to this performance obligation is a procedure-based service fee which we refer to as procedure revenue. Our product revenue also includes revenue earned from sales of pellet insertion kits and Biote-branded dietary supplements. Revenue from the sale of pellet insertion kits and Biote-branded dietary supplements is recognized when the clinic or clinic’s patient (supplements only) obtains control of the product, which generally occurs at the time of shipment from our third-party distribution facility or supplier. Any shipping or handling fees paid by clinics are also recorded within product revenue.
Current wording
Product revenue includes both bioidentical hormone pellets, in connection with the service described above, and the related inventory and practice management services provided to clinics. Product revenue is recognized when the Biote-partnered clinic obtains ownership of the bioidentical hormone pellet, which we determined to be the point in time in which the bioidentical hormone pellets are dispensed by a Biote-certified practitioner. The consideration allocated to this performance obligation is a procedure-based service fee which we refer to as procedure revenue. Our product revenue also includes revenue earned from sales of pellet insertion kits and Biote-branded dietary supplements. Revenue from the sale of pellet insertion kits and Biote-branded dietary supplements is recognized when the clinic or clinic’s patient (supplements only) obtains control of the product, which generally occurs at the time of shipment from our third-party distribution facility or supplier. Any shipping or handling fees paid by clinics are also recorded within product revenue.
Previous wording
Cost of product revenues include the pass-through cost of bioidentical hormone pellets purchased from outsourcing facilities, the cost of pellet insertion kits and Biote-branded dietary supplements purchased from manufacturing facilities, and the shipping and handling costs incurred to deliver these products to Biote-partnered clinics. Cost of service revenue consists primarily of costs incurred to deliver trainings to Biote-partnered clinics.
Current wording
Cost of product revenues include the pass-through cost of bioidentical hormone pellets purchased from outsourcing facilities, the cost of pellet insertion kits and Biote-branded dietary supplements purchased from manufacturing facilities, and the shipping and handling costs incurred to deliver these products to Biote-partnered clinics. Cost of service revenue consists primarily of costs incurred to provide Biote Method education, training and certification services and other contract-term services to Biote-certified practitioners.
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, 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 employees who engage in corporate functions, such as executive management, finance and accounting, human resources, information technology, legal, and marketing. Also included are rent occupancy costs, office expenses, recruiting expenses, marketing and advertising costs, entertainment allocations, depreciation and amortization, transaction-related expenses, insurance premiums, professional service fees, research and development, costs related to regulatory and legal matters and other general overhead costs.
Previous 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.
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 non-cash interest related to our share repurchase liability, net of interest income earned on our money market account.
Previous wording
Loss on extinguishment of debt consists of the remaining unamortized portion of the debt issuance costs related to the Credit Agreement written off upon executing the Amended Credit Agreement with Truist Bank.
Current wording
Loss on extinguishment of debt consists of the remaining unamortized portion of the debt issuance costs related to the Original Truist Credit Agreement written off upon executing the Existing Credit Agreement with Truist Bank. See Note 9 “Long-Term Debt” to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.
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
June 30, 2025. Further, we estimated that the January 2026 Voluntary Recall negatively impacted revenue growth from pellet procedures by approximately $5.0 million during the six months ended June 30, 2026. Service revenue for the six months ended June 30, 2026 decreased $1.3 million compared to the six months ended June 30, 2025, primarily due to a decline in technology fees earned from physician orders placed through our BioteRx platform and a decline in training revenue. These decreases in revenue for the six months ended June 30, 2026 were partially offset by a $2.4 million improvement in revenue from Biote-branded dietary supplements compared to the six months ended June 30, 2025 due to increased demand from customers purchasing these products through our e-commerce platforms for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Current wording
Revenue for the three months ended September 30, 2026 decreased $4.6 million to $43.3 million, or 9.6%, compared to the three months ended September 30, 2025. Revenue from pellet procedures decreased $5.1 million during the three months ended September 30, 2026, as a result of lower procedure volumes at established Biote-certified clinics, slower growth of newer Biote-certified clinics and elevated clinic attrition, compared to the three months ended September 30, 2025. Service revenue for the three months ended September 30, 2026 decreased $0.2 million compared to the three months ended September 30, 2025, primarily due to a decline in training revenue. These decreases in revenue for the three months ended September 30, 2026 were partially offset by a $0.8 million improvement in revenue from Biote-branded dietary supplements compared to the three months ended September 30, 2025 due to increased demand from customers purchasing these products through our e-commerce platforms during the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Previous wording
Cost of revenue for the three months ended June 30, 2026 increased $1.4 million, to $15.3 million, or 10.4%, compared to the three months ended June 30, 2025. Cost of pellet procedures increased 8.0% while revenue from pellet procedures decreased 13.9%. 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 June 30, 2025. Cost of Biote branded dietary supplements increased $0.2 million for the three months ended June 30, 2026 primarily as a result of the increase in Biote-branded dietary supplement revenue generated through our e-commerce platforms, compared to the three months ended June 30, 2025. Cost of services decreased $0.05 million primarily due to the decrease in training revenue during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current wording
Cost of revenue for the three months ended September 30, 2026 increased $0.5 million, to $14.0 million, or 3.4%, compared to the three months ended September 30, 2025. Cost of pellet procedures increased 3.7% while revenue from pellet procedures decreased 15.1%. 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 September 30, 2025. Cost of Biote branded dietary supplements decreased $0.2 million for the three months ended September 30, 2026 despite the increase in Biote-branded dietary supplement revenue due to favorable pricing arrangements with our third-party suppliers, compared to the three months ended September 30, 2025. Although service revenue decreased, cost of services increased $0.2 million during the three months ended September 30, 2026 primarily due to an increase in costs associated with hosting advanced training sessions, which are offered to existing Biote-certified practitioners as part of their MSA, compared to the three months ended September 30, 2025.
Previous wording
Interest expense, net for the three months ended June 30, 2026 decreased $0.7 million to $2.2 million compared to the three months ended June 30, 2025, primarily due to a $0.9 million decline in accreted interest related to our share repurchase liability that was incurred during the three months ended June 30, 2025 that did not reoccur during the three months ended June 30, 2026. Additionally, interest income earned on our money market account declined as a result of lower cash balances during the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Current wording
Interest expense, net for the three months ended September 30, 2026 decreased $0.6 million to $2.1 million compared to the three months ended September 30, 2025, primarily due to a $0.7 million decline in accreted interest related to our share repurchase liability that was incurred during the three months ended September 30, 2025 that did not reoccur during the three months ended September 30, 2026. Additionally, interest income earned on our money market account declined as a result of lower cash balances during the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Previous wording
The change in fair value of the earnout liabilities was primarily due to a 40.0% increase in the closing price of our Class A common stock during the three months ended June 30, 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.
Current wording
The change in fair value of the earnout liabilities was primarily due to a 36.0% decrease in the closing price of our Class A common stock during the three months ended September 30, 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
Income tax expense for the six months ended June 30, 2026 decreased $2.8 million, compared to the six months ended June 30, 2025. This decrease in expense was primarily driven by a lower year to date and forecasted profit before tax, excluding certain non-includable items.
Current wording
Income tax expense for the three months ended September 30, 2026 increased $1.6 million, compared to the three months ended September 30, 2025. This increase in expense was primarily driven by a decrease in our forecasted profit before tax, resulting in a tax benefit for the three months ended September 30, 2025, compared to the three months ended September 30, 2026.
Previous wording
Revenue for the three months ended June 30, 2026 decreased $4.6 million to $44.2 million, or 9.5%, compared to the three months ended June 30, 2025. Revenue from pellet procedures decreased $4.9 million during the three months ended June 30, 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 June 30, 2025. Further, we estimated that the January 2026 Voluntary Recall negatively impacted revenue growth from pellet procedures by approximately $3.3 million during the three months ended June 30, 2026. Service revenue for the three months ended June 30, 2026 decreased $0.4 million compared to the three months ended June 30, 2025, primarily due to a decline in training revenue. These decreases in revenue for the three months ended June 30, 2026 were partially offset by a $0.6 million improvement in revenue from Biote-branded dietary supplements compared to the three months ended June 30, 2025 due to increased demand from customers purchasing these products through our e-commerce platforms for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Current wording
Revenue for the nine months ended September 30, 2026 decreased $13.3 million to $132.5 million, or 9.1%, compared to the nine months ended September 30, 2025. Revenue from pellet procedures decreased $14.8 million during the nine months ended September 30, 2026, as a result of lower procedure volumes at established Biote-certified clinics, slower growth of newer Biote-certified clinics and elevated clinic attrition, driven 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 nine months ended September 30, 2025. Further, we estimated that the January 2026 Voluntary Recall negatively impacted revenue growth from pellet procedures by approximately $5.0 million during the nine months ended September 30, 2026. Service revenue for the nine months ended September 30, 2026 decreased $1.5 million compared to the nine months ended September 30, 2025, primarily due to a decline in technology fees earned from physician orders placed through our BioteRx platform and a decline in training revenue. These decreases in revenue for the nine months ended September 30, 2026 were partially offset by a $3.2 million improvement in revenue from Biote-branded dietary supplements compared to the nine months ended September 30, 2025 due to increased demand from customers purchasing these products through our e-commerce platforms for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
Previous wording
Cost of revenue for the six months ended June 30, 2026 increased $2.8 million, to $29.3 million, or 10.6%, compared to the six months ended June 30, 2025. Cost of pellet procedures increased 7.9 % while revenue from pellet procedures decreased 13.5%. 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 six months ended June 30, 2025. Cost of Biote branded dietary supplements increased $0.5 million for the six months ended June 30, 2026 primarily as a result of the increase in Biote-branded dietary supplement revenue, compared to the six months ended June 30, 2025. Cost of services increased $0.2 million primarily due to the decrease in training revenue during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Current wording
Cost of revenue for the nine months ended September 30, 2026 increased $3.3 million, to $43.3 million, or 8.2%, compared to the nine months ended September 30, 2025. Cost of pellet procedures increased 6.5 % while revenue from pellet procedures decreased 14.0%. 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 nine months ended September 30, 2025. Cost of Biote branded dietary supplements increased $0.3 million for the nine months ended September 30, 2026 primarily as a result of the increase in Biote-branded dietary supplement revenue, compared to the nine months ended September 30, 2025. Although service revenue decreased, cost of services increased $0.4 million during the nine months ended September 30, 2026 primarily due to an increase in costs associated with hosting advanced training sessions, which are offered to existing Biote-certified practitioners as part of their MSA, compared to the nine months ended September 30, 2025.
Previous wording
Selling, general and administrative expense for the three months ended June 30, 2026 increased $8.2 million to $32.4 million, or 33.9%, compared to the three months ended June 30, 2025. The increase for the three months ended June 30, 2026 was primarily due to a $5.1 million increase in expenses incurred to settle various legal matters and a $2.5 million increase in legal expenses related to claims asserted in normal course of business compared to the three months ended June 30, 2025. This increase in expense was partially offset by a $0.5 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 wording
Selling, general and administrative expense for the nine months ended September 30, 2026 increased $10.0 million to $87.1 million, or 13.0%, compared to the nine months ended September 30, 2025. The increase for the nine months ended September 30, 2026 was primarily due to a $5.6 million increase in expenses incurred to settle various legal matters and a $4.7 million increase in legal expenses related to claims asserted in normal course of business compared to the nine months ended September 30, 2025. Employee-related expenses increased $1.8 million, which was attributed to an increase in headcount within our commercial organization, compared to the nine months ended September 30, 2025. Additionally, Consulting service fees increased $1.0 million, compared to the nine months ended September 30, 2025, partially due to an increase in other contract labor-related expenses incurred to support our finance, information technology and human resource organizations and an increase in our SOX 404 readiness activities and material weakness remediation efforts. These increases in expense were partially offset by a $2.6 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, and a $1.6 million decrease in expenses related to our annual marketing event that occurred during three months ended September 30, 2025 and did not reoccur during the three months ended September 30, 2026.
Previous wording
Interest expense, net for the six months ended June 30, 2026 decreased $1.6 million to $4.2 million to compared to the six months ended June 30, 2025, primarily due to a $2.0 million decline in accreted interest related to our share repurchase liability that was incurred during the six months ended June 30, 2025 that did not reoccur during the six months ended June 30, 2026. Additionally, interest income earned on our money market account declined as a result of lower cash balances during the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Current wording
Interest expense, net for the nine months ended September 30, 2026 decreased $2.2 million to $6.3 million to compared to the nine months ended September 30, 2025, primarily due to a $2.7 million decline in accreted interest related to our share repurchase liability that was incurred during the nine months ended September 30, 2025 that did not reoccur during the nine months ended September 30, 2026. Additionally, interest income earned on our money market account declined as a result of lower cash balances during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
Previous wording
Loss on extinguishment of debt three months ended June 30, 2026 increased $0.6 million due to the write-off of the remaining unamortized portion of debt issuance costs related to the Credit Agreement upon executing the Amended Credit Agreement with Truist Bank.
Current wording
Loss on extinguishment of debt nine months ended September 30, 2026 increased $0.6 million due to the write-off of the remaining unamortized portion of debt issuance costs related to the Credit Agreement upon executing the Existing Credit Agreement with Truist Bank.
Previous wording
The change in fair value of the earnout liabilities was primarily due to a 27.3% decrease in the closing price of our Class A common stock during the six months ended June 30, 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.
Current wording
The change in fair value of the earnout liabilities was primarily due to a 53.5% decrease in the closing price of our Class A common stock during the nine months ended September 30, 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 expense for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, primarily resulted from foreign currency fluctuations during the period.
Current wording
The change in other expense for the nine months ended September 30, 2026, compared with the nine months ended September 30, 2025, primarily resulted from foreign currency fluctuations during the period.
Previous wording
Income tax expense for the three months ended June 30, 2026 decreased $1.9 million, compared to the three months ended June 30, 2025. This decrease in expense was primarily driven by a lower year to date and forecasted profit before tax, excluding certain non-includable items.
Current wording
Income tax expense for the nine months ended September 30, 2026 decreased $1.2 million, compared to the nine months ended September 30, 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
We use Adjusted EBITDA as alternative measures to evaluate our operational performance. We calculate Adjusted EBITDA by excluding from net income (loss): interest expense; depreciation and amortization expenses; and income taxes. Additionally, we exclude certain expenses we believe are not indicative of our ongoing operations or operational performance. We present Adjusted EBITDA because it is a key measure used by our management to evaluate our operating performance, generate future operating plans and determine payments under compensation programs. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of these limitations are as follows:
Current wording
We use Adjusted EBITDA as alternative measures to evaluate our operational performance. We calculate Adjusted EBITDA by excluding from net income (loss): interest expense; income taxes; depreciation and amortization expenses; share-based compensation expense; litigation expenses; legal settlements and related expenses; restructuring-related expenses; certain other expenses; merger and acquisition related expenses; loss on extinguishment of debt; and fair value adjustments to certain equity instruments classified as liabilities. We present Adjusted EBITDA because it is a key measure used by our management to evaluate our operating performance, generate future operating plans and determine payments under compensation programs. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of these limitations are as follows:
Previous wording
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:
Current wording
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025:
Previous 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 and six months ended June 30, 2025, interest expense, net included $0.9 million and $2.0 million of accreted interest related to the share repurchase liability. There was no accreted interest for the three and six months ended June 30, 2026.
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 and nine months ended September 30, 2025, interest expense, net included $0.7 million and $2.7 million of accreted interest related to the share repurchase liability. There was no accreted interest for the three and nine months ended September 30, 2026.
Previous 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 $0.06 million for the three months ended June 30, 2026 and 2025, respectively, and $0.4 million and $0.07 million for the six months ended June 30, 2026 and 2025, respectively, was included in cost of products.
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 for each of the three months ended September 30, 2026 and 2025, respectively, and $0.7 million and $0.2 million for the nine months ended September 30, 2026 and 2025, respectively, was included in cost of products.
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 our ongoing business.
Current wording
Represents litigation expenses other than those incurred in connection with claims asserted by our former owner that are not related to our ongoing business.
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. No such restructuring costs were incurred during the three and six months ended June 30, 2026.
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. No such restructuring costs were incurred during the three and nine months ended September 30, 2026.
Previous wording
Represents $0.8 million and $2.2 million incurred during the three and six months ended June 30, 2026, respectively, related to the January 2026 Voluntary Recall and primarily consists of a $0.6 million and $1.6 million, respectively, impact to cost of revenue and a $0.1 million and $0.7 million, respectively, impact to selling, general and administrative costs. For the three and six months ended June 30, 2025, this represents executive severance costs of $0.5 million and a realized foreign currency loss of less than $0.01 million and strategic consulting and legal expenses related to the CEO transition of $0.3 million for the six months ended June 30, 2025.
Current wording
Represents $0.2 million and $2.4 million incurred during the three and nine months ended September 30, 2026, respectively, related to the January 2026 Voluntary Recall and primarily consisted of a $0.3 million and $1.8 million, respectively, impact to cost of revenue. The impact on selling, general and administrative expenses was not material for the three months ended September 30, 2026 and was $0.6 million for the nine months ended September 30, 2026. For the three and nine months ended September 30, 2025, this represents executive severance costs of $0.7 million and $1.2 million, respectively, strategic consulting and legal expenses related to the CEO transition of $0.1 million and $0.4 million, respectively, and realized foreign currency losses of less than $0.01 million and $0.01 million, respectively.
Previous wording
Represents legal fees totaling $0.04 million and $0.1 million incurred during the three and six months ended June 30, 2026 related to strategic opportunities to expand the business. For the six months ended June 30, 2025 this amount represents legal fees and professional fees totaling $0.1 million incurred to finalize the purchase price allocation of Asteria Health and for other strategic opportunities to expand the business.
Current wording
Represents legal fees totaling $0.1 million incurred during the nine months ended September 30, 2026 related to strategic opportunities to expand the business. For the nine months ended September 30, 2025 this amount represents legal fees and professional fees totaling $0.1 million incurred to finalize the purchase price allocation of Asteria Health and for other strategic opportunities to expand the business. No merger and acquisition-related expenses were incurred during each of the three months ended September 30, 2026 and 2025.
Previous wording
Represents the remaining unamortized portion of the debt issuance costs related to the Credit Agreement written off upon executing the Amended Credit Agreement with Truist Bank.
Current wording
Represents the remaining unamortized portion of the debt issuance costs related to the Original Truist Credit Agreement written off upon executing the Existing Credit Agreement with Truist Bank.
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, 2026 and December 31, 2025, we had cash and cash equivalents of $11.2 million and $24.1 million, respectively. Additionally, as of June 30, 2026, we had $50.0 million of Revolving Loans available under our Amended Credit Agreement and as of December 31, 2025, we had $45.0 million available under our then-existing $50.0 million senior secured revolving credit facility.
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, 2026 and December 31, 2025, we had cash and cash equivalents of $8.9 million and $24.1 million, respectively. Additionally, as of September 30, 2026, we had $50.0 million of Revolving Loans available under our Existing Credit Agreement and as of December 31, 2025, we had $45.0 million available under our then-existing $50.0 million senior secured revolving credit facility.
Previous wording
Net cash provided by operating activities for the six months ended June 30, 2026 decreased $10.8 million to $2.7 million compared to cash provided by operating activities of $13.6 million for the six months ended June 30, 2025. Our cash flow from working capital for the six months ended June 30, 2026, improved primarily as a result of an $8.1 million increase in cash provided by accrued liabilities and a $2.2 million increase in cash provided by accounts receivable compared to the six months ended June 30, 2025. The change in accrued liabilities was primarily driven by a $5.5 million increase in accrued legal settlements, a $1.8 million reduction in payments made to settle legal matters and a $0.5 million increase in legal fees associated with legal matters brought against us in the ordinary course of business compared to the six months ended June 30, 2025. The increase in cash flow attributed to accounts receivable was the result of our on-going collection efforts coupled with the decrease in revenue during the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Current wording
Net cash provided by operating activities for the nine months ended September 30, 2026 decreased $21.2 million to $6.4 million compared to cash provided by operating activities of $27.6 million for the nine months ended September 30, 2025. Net loss for the nine months ended September 30, 2026 was $4.2 million compared to net income of $29.0 for the nine months ended September 30, 2025, decreasing cash provided by operating activities by $33.2 million. Our cash flow from working capital for the nine months ended September 30, 2026, improved primarily as a result of a $6.0 million increase in cash provided by accrued liabilities, a $4.3 million increase in cash provided by inventory and a $2.5 million increase in cash provided by accounts receivable compared to the nine months ended September 30, 2025. The change in accrued liabilities was primarily driven by a $6.2 million increase in accrued legal settlements, partially offset by a $1.3 million combined decrease in our annual bonus and sales commission accruals compared to the nine months ended September 30, 2025. The improvement in cash flow attributed to inventories was related to an increase in production at our 503B compounding facility which converted $1.1 million of pellets in process inventory into finished pellets compared to the nine months ended September 30, 2025. Further, during the nine months ended September 30, 2025, we purchased approximately $3.5 million of raw material inventory related to our Biote-branded dietary supplements that did not reoccur during the nine months ended September 30, 2026. Additionally, our Biote-branded dietary supplement inventory decreased during the nine months ended September 30, 2026 due to strong sales through our e-commerce channels, and contributed $2.4 million in cash flow compared to the nine months ended September 30, 2025. The increase in cash flow provided by accounts receivable was the result of our on-going collection efforts coupled with the decrease in revenue during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. These improvements in cash flow were partially offset by a $2.9 million increase in advance payments to our suppliers on future inventory purchases.
Previous wording
Net cash used in investing activities of $3.8 million for the six months ended June 30, 2026 was relatively unchanged, compared to the six months ended June 30, 2025. During the six months ended June 30, 2026 our net investments in leasehold improvements and other fixed assets for our 503B compounding facility decreased compared to the six months ended June 30, 2025 and provided $0.5 million in cash over the prior year period. The decrease in cash used by leasehold improvements and fixed assets was partially offset by an increase in investments in our internally developed software during the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Current wording
Net cash used in investing activities increased $2.3 million to $6.8 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. During the nine months ended September 30, 2026 our net investments in leasehold improvements and other fixed assets for our 503B compounding facility increased compared to the nine months ended September 30, 2025 and used $1.6 million in cash over the prior year period. Additionally, investments in our internally developed software increased $0.8 million during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 driven by our continued commitment to developing software and other tools that are easy to use and implement under the Biote Method.
Previous wording
Net cash used in financing activities decreased $17.6 million to $11.9 million for the six months ended June 30, 2026, compared to $29.5 million for the six months ended June 30, 2025. The decrease in our cash flow used in financing activities was primary driven by the refinancing of our Term Loan, which provided $125.0 million of proceeds and $12.5 million of borrowings under the $50.0 million senior secured revolving credit facility. The proceeds from the refinancing were used to repay and retire the Term Loan and repay the then outstanding amount on the senior secured revolving credit facility and fund debt issuance costs of $3.4 million. Cash flow used in financing activities also decreased $6.6 million due to a decrease in the cash payment required under our repurchase liabilities compared to the six months ended June 30, 2025. As of June 30, 2026, we had fully repaid all obligations associated with the share repurchase liabilities. These decreases were partially offset by $5.9 million of cash used to repurchase 3,162,565 shares of our Class A common stock at an average price of 1.95 per share during the six months ended June 30, 2026.
Current wording
Net cash used in financing activities decreased $19.6 million to $14.9 million for the nine months ended September 30, 2026, compared to $34.4 million for the nine months ended September 30, 2025. The decrease in our cash flow used in financing activities was primary driven by the refinancing of our Term Loan, which provided $125.0 million of proceeds and $12.5 million of borrowings under the $50.0 million senior secured revolving credit facility. The proceeds from the refinancing were used to repay and retire the Term Loan and repay the then outstanding amount on the senior secured revolving credit facility and fund debt issuance costs of $3.4 million. Cash flow used in financing activities also decreased $6.6 million due to a decrease in the cash payment required under our repurchase liabilities compared to the nine months ended September 30, 2025. As of September 30, 2026, we had fully repaid all obligations associated with the share repurchase liabilities. These decreases were partially offset by $3.9 million increase in cash used to repurchase 3,784,063 shares of our Class A common stock at an average price of $1.91 per share during the nine months ended September 30, 2026.
Previous 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 and six months ended June 30, 2026, there were no material changes to our critical accounting policies and estimates from those discussed in our 2025 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 and nine months ended September 30, 2026, there were no material changes to our critical accounting policies and estimates from those discussed in our 2025 Form 10-K.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
$3.3 million and $5.0 million, respectively. Additionally, during the three and six months ended June 30, 2026 we incurred approximately $0.8 million and $2.2 million, respectively, 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.
Previous report — wording carried elsewhere
Revenue for the six months ended June 30, 2026 decreased $8.7 million to $89.2 million, or 8.9%, compared to the six months ended June 30, 2025. Revenue from pellet procedures decreased $9.6 million during the six months ended June 30, 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 six months ended
Previous report — wording carried elsewhere
Selling, general and administrative expense for the six months ended June 30, 2026 increased $9.3 million to $60.2 million, or 18.3%, compared to the six months ended June 30, 2025. The increase for the six months ended June 30, 2026 was primarily due to a $5.6 million increase in expenses incurred to settle various legal matters and a $5.3 million increase in legal expenses related to claims asserted in normal course of business compared to the six months ended June 30, 2025. This increase in expense was partially offset by a $1.7 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.
Previous report — wording carried elsewhere
Loss on extinguishment of debt six months ended June 30, 2026 increased $0.6 million due to the write-off of the remaining unamortized portion of debt issuance costs related to the Credit Agreement upon executing the Amended Credit Agreement with Truist Bank.
Previous report — wording carried elsewhere
Gain from Change in Fair Value of Earnout Liabilities