{"url_path":"/sec/btmd/8-k/2026-06-02/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1819253/0001193125-26-253858-index.html","accession_number":"0001193125-26-253858","cik":"0001819253","ticker":"BTMD","issuer_name":"biote Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1819253/0001193125-26-253858-index.html","primary_entity_key":"0001819253","primary_entity_name":"biote Corp."},"word_count":905,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nResignation of Bret Christensen as Chief Executive Officer\n\nOn May 27, 2026, the Board of Directors (the “Board”) of biote Corp. (the “Company”) accepted the resignation of Bret Christensen, the Company’s Chief Executive Officer, from his position as Chief Executive Officer of BioTE Medical, LLC (“BioTE”), effective as of June 8, 2026. Such resignation did not result from any disagreement with BioTE or the Company on any matter relating to BioTE’s or the Company’s operations, policies or practices.\n\nIn connection with his resignation and departure from BioTE, Mr. Christensen and BioTE entered into a separation agreement, dated June 2, 2026 (the “Separation Agreement”), which provides for the terms of Mr. Christensen’s resignation from employment. Under the terms of the Separation Agreement, Mr. Christensen will have three months following his separation date to exercise any vested options granted to him by the Company, and he will serve on the Board as a Class III director until the Company’s 2028 Annual Meeting of Stockholders and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal. In addition, pursuant to the Separation Agreement, Mr. Christensen will be granted a stock option to purchase 130,000 shares of the Company’s common stock, which grant is equivalent to the annual equity award that Mr. Christensen would have received under the Company’s non-employee director compensation policy if he had been a non-employee director as of the date of the Company’s most recent annual meeting on May 12, 2026. As a non-employee member of the Board, Mr. Christensen will be eligible to receive cash compensation and equity awards consistent with the Company’s Non-Employee Director Compensation Policy as in effect from time to time.\n\nThe foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.\n\nAppointment of Robert Peterson as Interim Chief Executive Officer and Director\n\nConcurrently, the Board appointed Robert Peterson, current Chief Financial Officer and Chief Business Officer of BioTE, as Interim Chief Executive Officer of BioTE to fill the vacancy created by Mr. Christensen’s resignation, and as a director of the Board, each effective June 8, 2026 (the “Effective Date”). Mr. Peterson will serve as Interim Chief Executive Officer of BioTE until such time as his successor is duly elected and qualified (including if Mr. Peterson is appointed as non-interim Chief Executive Officer), or until his earlier death, resignation or removal. On the Effective Date, Mr. Peterson will become BioTE’s principal executive officer in addition to continuing in his role as principal financial officer. The terms of Mr. Peterson’s compensation as Interim Chief Executive Officer have not yet been determined.\n\nIn connection with Mr. Peterson’s appointment to the Board, the Board increased its size to eight (8) directors. Beginning on the Effective Date, Mr. Peterson will serve as a Class I director until the Company’s 2029 Annual Meeting of Stockholders, and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal.\n\nAppointment of Executive Chairman\n\nOn June 1, 2026, the Board appointed Marc Beer as Executive Chairman of the Board, effective June 8, 2026.\n\nIn connection with his appointment as Executive Chairman of the Board, Mr. Beer and BioTE entered into a Services Agreement, dated June 2, 2026 (the “Services Agreement”). Under the Services Agreement, Mr. Beer will receive an annual base compensation of $521,200, and he is eligible to earn an annual performance bonus of up to 85% of his base compensation. Mr. Beer will also be granted a stock option award to purchase 114,157 shares of common stock of the Company. If Mr. Beer’s Services Agreement is terminated by the Company without cause or he resigns for certain good reason, in either case within 1 month prior to or 12 months following the effective date of a change in control of the Company, and subject to his execution of an effective release of claims against BioTE and the Company, BioTE will continue to pay Mr. Beer, for the 18 month period following such termination date, a monthly amount equal to the sum of 1/12th of his then-current base compensation plus 1/12th of his annual target bonus. BioTE will also pay, or reimburse, premiums for Mr. Beer and any eligible dependents under COBRA (or analogous state law) for up to 18 months following such termination without cause or resignation for good reason. In addition, the unvested portion of all time-based equity awards granted to Mr. Beer on or after the date of the Services Agreement will become fully vested and, if applicable, exercisable.\n\nThe biography for Mr. Beer is contained in the Company’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission on April 2, 2026. There are no arrangements or understandings between Mr. Beer and any other persons pursuant to which he was appointed to Executive Chairman of the Board, there are no family relationships between Mr. Beer and any of the Company’s directors or other executive officers and there are no transactions between Mr. Beer and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K."}