JOINT Corp

Previous wording

We are a growing franchisor that uses a private pay, non-insurance, cash-based model. We will continue our rapid and franchised focused expansion of chiropractic clinics in key markets throughout North America, and potentially abroad, as we seek to be the leading provider of chiropractic care in the markets we serve and to become the most recognized brand in our industry.

Current wording

We are a growing franchisor that uses a private pay, non-insurance, cash-based model. We will continue our franchised focused expansion of chiropractic clinics in key markets throughout North America, and potentially abroad, as we seek to be the leading provider of chiropractic care in the markets we serve and to become the most recognized brand in our industry.

Previous wording

•Comp sales of clinics that have been open for at least 13 full months decreased 4.2%; and

Current wording

•Comp sales of clinics that have been open for at least 13 full months decreased 2.8%; and

Previous wording

•System-wide sales for all clinics open for any amount of time decreased 4.9% to $126.1 million.

Current wording

•System-wide sales for all clinics open for any amount of time decreased 3.7% to $128.0 million.

Previous wording

Key Clinic Development Trends. As of March 31, 2026, we and our franchisees operated or managed 943 clinics, of which 868 were operated or managed by franchisees and 75 were operated as company-owned or managed clinics. Our franchisees opened three clinics in the first quarter of 2026, compared to five clinics in the first quarter of 2025.

Current wording

Key Clinic Development Trends. As of June 30, 2026, we and our franchisees operated or managed 941 clinics, of which 896 were operated or managed by franchisees and 45 were operated as company-owned or managed clinics. Our franchisees opened five clinics in the second quarter of 2026, compared to seven clinics in the second quarter of 2025.

Previous wording

Ezell, an individual, Andrew Michael Evec, an individual, and Susan Ruth Train, an individual, collectively as guarantors, pursuant to which we will sell the assets of, and grant franchise rights to, 22 company-owned or managed clinics located in Virginia, North Carolina and South Carolina for an aggregate purchase price of approximately $1.5 million, subject to certain adjustments. In mid-December 2025, the buyers assumed business operations under Management Service Agreements that will remain in effect until lease reassignments are completed to permit ownership transfer. As of March 31, 2026, the transaction had not officially closed and therefore, the net assets and liabilities of the 22 clinics remain in our consolidated balance sheets.

Current wording

On December 5, 2025, we entered into an Asset Purchase Agreement with Addisco Value, LLC, a North Carolina limited liability company, Triangle Chiropractic Associates P.C., a North Carolina professional corporation, and Bluffton TJ, LLC, a South Carolina limited liability company, collectively as buyers, pursuant to which we will sell the assets of, and grant franchise rights to, 22 company-owned or managed clinics located in Virginia, North Carolina and South Carolina for an aggregate purchase price of approximately $1.5 million, subject to certain adjustments. In mid-December 2025, the buyers assumed business operations under Management Service Agreements that will remain in effect until lease reassignments are completed to permit ownership transfer. During the quarter ended June 30, 2026, we closed on the sale of one clinic included in the transaction. As of June 30, 2026, the transaction as a whole had not officially closed and therefore, the net assets and liabilities of the remaining clinics remain in our consolidated balance sheets.

Previous wording

On April 20, 2026, we entered into the Elite Chiro Group Purchase Agreement with Elite Chiro Group, pursuant to which we will sell to Elite Chiro Group the assets of, and grant franchise rights to, 45 company-owned or managed clinics located in Southern California for an aggregate purchase price of $2.3 million, subject to certain adjustments. The Purchase Price includes prorated franchise fees pursuant to 45 separate franchise agreements to be entered into between us and Elite Chiro Group and the non-exclusive development rights for 10 clinics to be developed in the metropolitan statistical areas of a development area to be agreed upon by us and Elite Chiro Group in accordance with the schedule set forth in the Elite Chiro Group Purchase Agreement. The closing of each clinic as part of the Elite Chiro Group Transaction is expressly conditioned upon the assignment of the existing lease for such clinic. On April 27, 2026, we closed on 13 clinics in the Elite Chiro Group Transaction, with Elite Chiro Group assuming ownership on such date. In addition, on April 27, 2026, Elite Chiro Group also assumed business operations for the remaining 32 clinics in the Elite Chiro Group Transaction pursuant to a Management Service Agreement until such time as lease assignments are obtained and we are able to close on such remaining clinics.

Current wording

On April 20, 2026, we entered into the Elite Chiro Group Purchase Agreement with Elite Chiro Group, pursuant to which we will sell to Elite Chiro Group the assets of, and grant franchise rights to, 45 company-owned or managed clinics located in Southern California for an aggregate purchase price of $2.3 million, subject to certain adjustments. The Purchase Price includes prorated franchise fees pursuant to 45 separate franchise agreements to be entered into between us and Elite Chiro Group and the non-exclusive development rights for 10 clinics to be developed in the metropolitan statistical areas of a development area to be agreed upon by us and Elite Chiro Group in accordance with the schedule set forth in the Elite Chiro Group Purchase Agreement. The closing of each clinic as part of the Elite Chiro Group Transaction is expressly conditioned upon the assignment of the existing lease for such clinic. On April 27, 2026, we closed on the sale of 13 clinics included in the Elite Chiro Group Transaction, at which time ownership of such clinics transferred to Elite Chiro Group. On April 27, 2026, Elite Chiro Group also assumed business operations for the remaining 32 clinics included in the Elite Chiro Group Transaction pursuant to a Management Service Agreement. During the quarter ended June 30, 2026, we closed on the sale of 15 additional clinics included in the Elite Chiro Group Transaction. As of June 30, 2026, the Elite Chiro Group Transaction as a whole had not officially closed and therefore, the net assets and liabilities of the remaining clinics remain in our consolidated balance sheets.

Previous wording

On March 31, 2026, we acquired the regional developer territory rights from one of our regional developers in the state of Ohio. We carried an upfront regional developer fee liability balance associated with this transaction of $37 thousand, representing the unrecognized fee collected upon the execution of the regional developer agreement.

Current wording

On March 31, 2026, we acquired the regional developer territory rights from one of our regional developers. We carried an upfront regional developer fee liability balance associated with this transaction of $37 thousand, representing the unrecognized fee collected upon the execution of the regional developer agreement. During the quarter ended June 30, 2026, we acquired the regional developer territory rights from three of our regional developers. We carried an upfront regional developer fee liability balance associated with these transactions of $80 thousand, representing the unrecognized fee collected upon the execution of the regional developer agreement.

Previous wording

The number of franchise licenses sold for the first quarter of 2026 was zero, compared with seven licenses sold for the first quarter of 2025. We ended the first quarter of 2026 with 14 regional developers. We will continue to leverage the power of the regional developer program to accelerate the number of clinics sold, and eventually opened, across the country.

Current wording

The number of franchise licenses sold for the second quarter of 2026 was 10, compared with 13 licenses sold for the second quarter of 2025. We ended the second quarter of 2026 with 11 regional developers. We will continue to leverage the power of the regional developer program to accelerate the number of clinics sold, and eventually opened, across the country.

Previous wording

Other Significant Events and/or Recent Developments

Current wording

Significant Events and/or Recent Developments

Previous wording

Recent events that may impact our business include unfavorable global economic or political conditions, continued labor shortages, and inflation and other cost increases. We anticipate that 2026 will continue to be a volatile macroeconomic environment.

Current wording

Recent events that may impact our business include unfavorable global economic or political conditions, continued labor shortages, elevated gas prices, and inflation and other cost increases. We anticipate that 2026 will continue to be a volatile macroeconomic environment.

Previous wording

During the first quarter of 2026, we repurchased 137,088 shares of our common stock for approximately $1.1 million. Shares repurchased during the first quarter of 2026 represented 1.0% of outstanding common stock at December 31, 2025. All shares of common stock that were repurchased are held as treasury stock. As of March 31, 2026, we had a remaining $4.5 million authorized for repurchasing shares of our common stock under the 2025 SRP.

Current wording

During the first half of 2026, we repurchased 219,293 shares of our common stock for approximately $1.8 million. Shares repurchased during the first half of 2026 represented 1.6% of outstanding common stock at December 31, 2025. All shares of common stock that were repurchased are held as treasury stock. As of June 30, 2026, we had a remaining $3.8 million authorized for repurchasing shares of our common stock under the 2025 SRP.

Previous wording

The following discussion and analysis of our financial results encompasses the results of our Franchise Operations business segment for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. All financial results and metrics discussed below are on a continuing operations basis.

Current wording

The following discussion and analysis of our financial results encompasses the results of our Franchise Operations business segment for the three and six months ended June 30, 2026, compared with the three and six months ended June 30, 2025. All financial results and metrics discussed below are on a continuing operations basis.

Previous wording

Total revenues increased by $1.7 million, primarily due to the continued expansion and revenue growth of our franchise base and included:

Current wording

Total revenues increased by $1.9 million, primarily due to the continued expansion and revenue growth of our franchise base and included:

Previous wording

•IT-related income and software fees revenue increased due to an increase in our franchised clinic base and the related revenue recognition over the term of the franchise agreement. As of March 31, 2026 and 2025, there were 868 and 847 franchised clinics in operation, respectively.

Current wording

•Royalty fees and IT-related income and software fees increased due to an increase in the number of franchised clinics in operation during the current period. As of June 30, 2026 and 2025, there were 896 and 885 franchised clinics in operation, respectively.

Previous wording

•Franchise fees increased due primarily to the impact of accelerated revenue recognition resulting from terminated franchise license agreements and related fees, with 29 and 10 franchise license agreements terminated during the three months ended March 31, 2026 and 2025, respectively.

Current wording

•Franchise fees increased primarily due to the impact of accelerated revenue recognition resulting from terminated franchise license agreements and related fees, with 36 and 32 franchise license agreements terminated during the six months ended June 30, 2026 and 2025, respectively.

Previous wording

For the three months ended March 31, 2026, as compared with the three months ended March 31, 2025, the total cost of revenues decreased primarily due to a reduction in regional developer royalties.

Current wording

For the three and six months ended June 30, 2026, as compared with the three and six months ended June 30, 2025, the total cost of revenues decreased primarily due to a reduction in regional developer royalties driven by the five regional developer territory rights acquired since June 30, 2025.

Previous wording

For the three months ended March 31, 2026, as compared with the three months ended March 31, 2025, selling and marketing expenses increased due to an increase in expenses associated with our national marketing campaign efforts, which began late in the fourth quarter of 2025.

Current wording

For the three and six months ended June 30, 2026, as compared with the three and six months ended June 30, 2025, selling and marketing expenses increased due to an increase in expenses associated with our national marketing campaign efforts, which began late in the fourth quarter of 2025.

Previous wording

Depreciation and amortization expenses increased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to depreciation expenses related to internal use software enhancements and developments, including the launch of our new mobile app during the third quarter of 2025.

Current wording

Depreciation and amortization expenses increased for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to depreciation expenses related to internal use software enhancements and developments, including the launch of our new mobile app during the third quarter of 2025.

Previous wording

For the three months ended March 31, 2026, as compared with the three months ended March 31, 2025, general and administrative expenses increased primarily due to an increase in workers' compensation insurance and professional services expenses, partially offset by a decrease in payroll and other employee compensation expenses. As a percentage of revenue, general and administrative expenses during the three months ended March 31, 2026 and 2025 were 48% and 53%, respectively.

Current wording

For the three months ended June 30, 2026, as compared with the three months ended June 30, 2025, general and administrative expenses decreased primarily due to a decrease in payroll and other employee compensation expenses including workers' compensation insurance driven by additional progress in our refranchising strategy, partially offset by an increase in professional services, litigation and acquisition-related expenses. As a percentage of revenue, general and administrative expenses during the three months ended June 30, 2026 and 2025 were 50% and 58%, respectively.

Previous wording

Included in general and administrative expenses from continuing operations above are expenses of $0.4 million and $0.1 million related to workers’ compensation insurance for the three months ended March 31, 2026 and 2025, respectively, of which we believe that approximately $0.3 million and $0.1 million, respectively, relate to expenses that will not be incurred upon the completion of our refranchising strategy.

Current wording

Included in general and administrative expenses from continuing operations above are expenses of $0.3 million and $0.5 million related to workers’ compensation insurance for the six months ended June 30, 2026 and 2025, respectively, of which we believe that approximately $0.3 million and $0.4 million, respectively, relate to expenses that will not be incurred upon the completion of our refranchising strategy.

Previous wording

•an increase of $0.2 million in general and administrative expenses.

Current wording

•a decrease of $0.2 million in general and administrative expenses; partially offset by

Previous wording

•an increase of $0.2 million in selling and marketing expenses; and

Current wording

•an increase of $1.4 million in selling and marketing expenses.

Previous wording

Income (loss) from operations increased by $1.6 million for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. The increase from the loss to a gain was primarily due to:

Current wording

Income (loss) from operations increased by $2.3 million for the six months ended June 30, 2026, compared with the six months ended June 30, 2025. The increase from the loss to income was primarily due to:

Previous wording

•an increase of $1.7 million in total revenues; and

Current wording

•an increase of $3.7 million in total revenues; and

Previous wording

•a decrease of $0.3 million in our total cost of revenues; partially offset by

Current wording

•a decrease of $0.5 million in our total cost of revenues; partially offset by

Previous wording

Other income, net increased during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to the deployment of additional cash and cash equivalents into higher interest rate money market funds resulting in increased interest income.

Current wording

For the three months ended June 30, 2026, as compared with the three months ended June 30, 2025, other income decreased primarily due to lower average cash and cash equivalent balances in our money market funds resulting in decreased interest income.

Previous wording

Income tax expense decreased during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to a decrease in estimated state income taxes.

Current wording

Income tax expense decreased during the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, primarily due to a decrease in estimated state income taxes.

Previous wording

The table below reconcile net income (loss) to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:

Current wording

The table below reconcile net (loss) income to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:

Previous wording

As of March 31, 2026, we had unrestricted cash and short-term bank deposits of $20.7 million. We used $1.5 million of cash flow from operating activities from both continuing and discontinued operations in the three months ended March 31, 2026. While unfavorable global economic or political conditions create potential liquidity risks, as discussed further below, we believe that our existing cash and cash equivalents, our anticipated cash flows from operations and amounts available under our line of credit will be sufficient to fund our anticipated operating and investment needs for at least the next 12 months.

Current wording

As of June 30, 2026, we had unrestricted cash and short-term bank deposits of $22.2 million. We generated $0.7 million of cash flow from operating activities from both continuing and discontinued operations in the six months ended June 30, 2026. While unfavorable global economic or political conditions create potential liquidity risks, as discussed further below, we believe that our existing cash and cash equivalents, our anticipated cash flows from operations and amounts available under our line of credit will be sufficient to fund our anticipated operating and investment needs for at least the next 12 months.

Previous wording

While the interruptions, delays and/or cost increases resulting from political instability and geopolitical tensions, adverse weather conditions, economic weakness, inflationary pressures, elevated interest rates and other factors have created uncertainty as to general economic conditions for the remainder of 2026, as of the date of this Quarterly Report on Form 10-Q, we believe that we have adequate capital resources and we have sufficient access to external financing sources to satisfy our current and reasonably anticipated requirements for funds to conduct our operations and meet other needs in the ordinary course of our business. For the remainder of 2026, we expect to use or redeploy our cash resources to support our business within the context of prevailing market conditions, which, given the ongoing uncertainties described above, could rapidly and materially deteriorate or otherwise change. Our long-term capital requirements, primarily for corporate initiatives, could be dependent on our ability to access additional funds through the debt and/or equity markets. If the equity and credit markets deteriorate, including as a result of economic weakness, political unrest or war, or any other reason, it may make any necessary equity or debt financing more difficult to obtain in a timely manner and on favorable terms, if at all, and if obtained, it may be more costly or more dilutive. From time to time, we consider and evaluate transactions related to our portfolio and capital structure, including debt financings, equity issuances, purchases and sales of assets, and other transactions. Given the ongoing uncertainties described above, the levels of our cash flows from operations for the remainder of 2026 may be impacted. There can be no assurance that we will be able to generate sufficient cash flows or obtain the capital necessary to meet our short and long-term capital requirements.

Current wording

While the interruptions, delays and/or cost increases resulting from political instability and geopolitical tensions, adverse weather conditions, economic weakness, inflationary pressures, elevated interest rates, elevated gas prices and other factors have created uncertainty as to general economic conditions for the remainder of 2026, as of the date of this Quarterly Report on Form 10-Q, we believe that we have adequate capital resources and sufficient access to external financing sources to satisfy our current and reasonably anticipated requirements for funds to conduct our operations and meet other needs in the ordinary course of our business. For the remainder of 2026, we expect to use or redeploy our cash resources to support our business within the context of prevailing market conditions, which, given the ongoing uncertainties described above, could rapidly and materially deteriorate or otherwise change. Our long-term capital requirements, primarily for corporate initiatives, could be dependent on our ability to access additional funds through the debt and/or equity markets. If the equity and credit markets deteriorate, including as a result of economic weakness, political unrest or war, or any other reason, it may make any necessary equity or debt financing more difficult to obtain in a timely manner and on favorable terms, if at all, and if obtained, it may be more costly or more dilutive. From time to time, we consider and evaluate transactions related to our portfolio and capital structure, including debt financings, equity issuances, purchases and sales of assets, and other transactions. Given the ongoing uncertainties described above, the levels of our cash flows from operations for the remainder of 2026 may be impacted. There can be no assurance that we will be able to generate sufficient cash flows or obtain the capital necessary to meet our short and long-term capital requirements.

Previous wording

Net cash used in operating activities for both continuing and discontinued operations decreased by $2.2 million to $1.5 million for the three months ended March 31, 2026, compared to net cash used in operating activities of $3.7 million for the three months ended March 31, 2025. The decrease in net cash used in operating activities was primarily attributable to a change in accrued expenses of $3.5 million related to the settlement of a medical injury claim during the first quarter of 2025, which was partially offset by a related change in accounts receivable of $1.0 million for insurance recoveries, a change in payroll liabilities of $1.0 million related to increased payout of our annual bonuses and a change prepaid expenses and other current assets of $0.8 million related to lower insurance premiums due to fewer company-owned or managed clinics in 2026 as compared to 2025.

Current wording

Net cash provided by operating activities for both continuing and discontinued operations increased by $3.5 million to $0.7 million for the six months ended June 30, 2026, compared to net cash used in operating activities of $2.8 million for the six months ended June 30, 2025. The increase in net cash used in operating activities was primarily attributable to a change in accrued expenses of $3.9 million primarily related to the settlement of a medical injury claim during the first quarter of 2025, which was partially offset by a related change in accounts receivable of $1.0 million for insurance recoveries, a change in payroll liabilities of $1.1 million related to the increased payout of our annual bonuses, a change in prepaid expenses and other current assets of $0.9 million related to lower insurance premiums due to fewer company-owned or managed clinics in 2026 as compared to 2025, and a change in other liabilities related to our asset purchase agreements that are pending final closure.

Previous wording

Net cash used in investing activities was $0.2 million for the three months ended March 31, 2026, compared to net cash used in investing activities of $0.3 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, this included purchases of property and equipment of $0.2 million. For the three months ended March 31, 2025, this included purchases of property and equipment of $0.3 million and proceeds from sales of clinics of $40 thousand.

Current wording

Net cash provided by investing activities was $0.7 million for the six months ended June 30, 2026, compared to net cash provided by investing activities of $6.9 million for the six months ended June 30, 2025. For the six months ended June 30, 2026, this included proceeds from sales of clinics of $1.2 million, partially offset by purchases of property and equipment of $0.5 million. For the six months ended June 30, 2025, this included proceeds from sales of clinics of $7.8 million, partially offset by purchases of property and equipment of $0.8 million.

Previous wording

Net cash used in financing activities for the three months ended March 31, 2026 was $1.2 million, compared to net cash provided by financing activities of $0.9 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, net cash used in financing activities primarily included $1.1 million of common stock purchases under the 2025 SRP. For the three months ended March 31, 2025, net cash provided by financing activities included cash receipts from stock option exercises of $0.9 million.

Current wording

Net cash used in financing activities for the six months ended June 30, 2026 was $1.9 million, compared to net cash provided by financing activities of $0.9 million for the six months ended June 30, 2025. For the six months ended June 30, 2026, net cash used in financing activities primarily included $1.8 million of common stock purchases under the 2025 SRP. For the six months ended June 30, 2025, net cash provided by financing activities included cash receipts from stock option exercises of $0.9 million.

Previous wording

As discussed in the “Recent Events” section of this MD&A, our Board of Directors approved the 2025 SRP to repurchase up to $17.0 million of our common stock. During the three months ended March 31, 2026, we repurchased 137,088 shares under the 2025 SRP. Refer to the “Recent Events” section above for more information and Part II, Item 2, "Unregistered Sales of Equity Securities and Use of Proceeds" of this Quarterly Report on Form 10-Q for our monthly repurchase activity during the three months ended March 31, 2026.

Current wording

As discussed in the “Significant Events and/or Recent Developments” section of this MD&A, our Board of Directors approved the 2025 SRP to repurchase up to $17.0 million of our common stock. During the six months ended June 30, 2026, we repurchased 219,293 shares under the 2025 SRP. Refer to the “Significant Events and/or Recent Developments” section above for more information and Part II, Item 2, "Unregistered Sales of Equity Securities and Use of Proceeds" of this Quarterly Report on Form 10-Q for our monthly repurchase activity during the three months ended June 30, 2026.

Previous wording

During the three months ended March 31, 2026, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

Current wording

During the six months ended June 30, 2026, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements.