and the attached Exhibit 99.1 are being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

Interim Chief Executive Officer — Mr. Peterson: Mr. Peterson was appointed as Interim Chief Executive Officer with a new employment agreement.

Chief Executive Officer — Bret Christensen: The resignation of the CEO without a permanent successor named is considered a significant departure.

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

Other Matters. On January 26, 2026, F.H. Investments, Inc. (“Asteria Health”), a 503B manufacturer of compounded bioidentical hormones and wholly-owned subsidiary of biote Corp. (the “Company”), out of an abundance of caution initiated a voluntary recall of specific lots of hormone pellets shipped by Asteria Health between May 20, 2025 and January 19, 2026 due to the potential presence of metal particulate matter. The Company has notified affected practitioners of the voluntary recall. The re…

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

Director — Richard R. Barrera: Appointment of Richard R. Barrera to the Board to fill a vacancy.

Director — Steven J. Heyer: Mr. Heyer resigned from the Board of Directors without a named successor.

Costs Associated with Exit or Disposal Activities. On May 1, 2025, the Board of Directors of the Company (the “Board”) authorized an organizational restructuring plan (the "Plan") of the Company's commercial teams to support Biote's newly expanded capabilities and drive improved operational and financial performance. The restructuring is expected to reduce the Company's workforce by 16 employees and was completed on May 5, 2025. The Company’s restructuring actions seek to prioritize new clini…

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

Executive Chairman — Marc Beer: Mr. Beer transitioned from full-time employment to part-time employment and his salary was proportionately reduced.

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

CEO — Teresa S. Weber: Teresa S. Weber resigned as CEO and from the Board, succeeded by Bret Christensen.

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

Entry Into a Material Definitive Agreement. On June 28, 2024, biote Corp., a Delaware corporation (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with respect to certain litigation with one of the Company’s stockholders, Marci M. Donovitz (“Donovitz”) (the “Donovitz Litigation”). Pursuant to the Settlement Agreement, and consistent with the previously disclosed binding settlement term sheet executed on June 14, 2024 (the “Settlement Term Sheet”), the Company (…

Head of Strategic Sales & Business Analytics — Mary Puncochar: Ms. Puncochar was terminated from her position with the company.

Entry Into a Material Definitive Agreement. On June 14, 2024, biote Corp., a Delaware corporation (the “Company”) entered into a binding settlement term sheet (the “Settlement Term Sheet”) with respect to certain litigation with one of the Company’s stockholders, Marci M. Donovitz (“Donovitz”) (the “Donovitz Litigation”). Pursuant to the Settlement Term Sheet, the Company and the other parties thereto have agreed to prepare and enter into a definitive settlement agreement (the “Settlement Agr…

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

Entry Into a Material Definitive Agreement. On April 23, 2024, biote Corp., a Delaware corporation (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with respect to its previously disclosed litigation with one of the Company’s stockholders, Dr. Gary S. Donovitz (“Donovitz”) (the “Donovitz Litigation”). Pursuant to the Settlement Agreement, and consistent with the previously disclosed binding settlement term sheet executed on February 13, 2024 (the “Settlement Te…

and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in suc…

Entry Into a Material Definitive Agreement. On February 13, 2024, biote Corp., a Delaware corporation (the “Company”) entered into a binding settlement term sheet (the “Settlement Term Sheet”) with respect to its previously disclosed litigation with one of the Company’s stockholders, Dr. Gary S. Donovitz (“Donovitz”) (the “Donovitz Litigation”). Pursuant to the Settlement Term Sheet, the Company and the other parties thereto have agreed to prepare and enter into a definitive settlement agreem…

Other Events. On January 25, 2024, biote Corp., a Delaware corporation (the “Company”) issued a press release announcing that the board of directors of the Company has approved a new stock repurchase program for up to $20 million of the Company’s Class A common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.