biote Corp.

Except for the risk factor discussed below, there have been no material changes from the risk factors discussed in Part I, Item 1A “Risk Factors” of our 2025 Form 10-K. Risks and uncertainties identified in our forward-looking statements contained in this Quarterly Report together with those previously disclosed in our 2025 Form 10-K or those that are presently unforeseen could result in significant adverse effects on our financial condition, results of operations and cash flows. See “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report as well as Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K.

Our credit agreement with Truist Bank contains affirmative, negative and financial covenants that may limit our flexibility in operating our businesses.

On May 8, 2026, we entered into an amended and restated credit agreement with Truist Bank (the “Existing Credit Agreement” and as amended by that certain first amendment (the “First Amendment”) to the Existing Credit Agreement and waiver, the “Credit Agreement”), which provides for (i) a $35.0 million (after giving effect to the First Amendment) senior secured revolving credit facility and (ii) a $125.0 million senior secured term loan credit facility (the “Term Loan”). We used the proceeds from the Term Loan to refinance and replace our then-existing credit agreement, repay the then-outstanding amount under the $50 million senior secured revolving credit facility and for general corporate purposes. On November 4, 2026, the Company executed the First Amendment which, among other things, waived our noncompliance with our financial covenants for the period ended September 30, 2026. See Note 21 “Subsequent Events” to in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

The Credit Agreement contains affirmative, negative and financial covenants that could limit the manner in which we conduct our business, and we may be unable to expand or fully pursue our business strategies, engage in favorable business activities, or finance future operations or capital needs. Our ability to comply with the covenants under the Credit Agreement may be affected by events beyond our control, and we may not be able to comply with those covenants. A breach of any of the covenants contained in the Credit Agreement could result in a default under the Credit Agreement, which could cause all of the outstanding indebtedness under the facility to become immediately due and payable if not waived by the lender. If we are unable to generate sufficient cash to repay our debt obligations under the Credit Agreement when they become due and payable, either as such obligations become due, when they mature, or in the event of a default, we may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could have a material adverse effect on our business, financial condition and results of operations.

Further, borrowings under the Credit Agreement are at variable rates of interest and expose us to interest rate risk. In recent months, global inflation and other factors have resulted in an increase in interest rates generally, which has impacted our borrowing costs. If interest rates were to continue to increase, our debt service obligations on the variable rate indebtedness referred to above would increase even if the principal amount borrowed remained the same, and our net income and cash flows will correspondingly decrease.