biote Corp. Stock Compensation Disclosure
Restricted Stock Units
The Company grants restricted stock units (“RSUs”) to certain employees under the 2022 Equity Incentive Plan and are valued based on the closing price of the Company’s Class A common stock on the date of grant. The following table summarizes RSU activity during the years ended December 31, 2025 and 2024:
|
|
Shares |
|
|
Weighted-Average |
|
||
RSUs outstanding at December 31, 2023 |
|
|
414,566 |
|
|
$ |
8.08 |
|
Granted |
|
|
100,044 |
|
|
$ |
4.76 |
|
Vested |
|
|
(444,783 |
) |
|
$ |
7.72 |
|
RSUs outstanding at December 31, 2024 |
|
|
69,827 |
|
|
$ |
5.65 |
|
Granted |
|
|
266,849 |
|
|
$ |
3.72 |
|
Forfeited |
|
|
(49,288 |
) |
|
$ |
3.25 |
|
Vested |
|
|
(24,039 |
) |
|
$ |
5.57 |
|
RSUs outstanding at December 31, 2025 |
|
|
263,349 |
|
|
$ |
3.88 |
|
The Company recognized share-based compensation expense of $0.4 million and $0.8 million during the years ended December 31, 2025 and 2024, respectively, related to RSUs. As of December 31, 2025, the Company had $0.4 million of unrecognized share-based compensation expense related to RSUs.
Stock Options
The Company grants stock options to certain employees, directors, and consultants under the 2022 Equity Incentive Plan. The following table summarizes stock option activity during the years ended December 31, 2025 and 2024:
|
|
Shares |
|
|
Weighted-Average |
|
|
Weighted-Average |
|
|||
Options outstanding at December 31, 2023 |
|
|
8,141,716 |
|
|
$ |
4.66 |
|
|
|
8.9 |
|
Granted |
|
|
4,200,766 |
|
|
$ |
5.43 |
|
|
|
|
|
Exercised |
|
|
(556,515 |
) |
|
$ |
4.29 |
|
|
|
|
|
Forfeited |
|
|
(1,475,396 |
) |
|
$ |
4.99 |
|
|
|
|
|
Options outstanding at December 31, 2024 |
|
|
10,310,571 |
|
|
$ |
4.95 |
|
|
|
8.4 |
|
Granted |
|
|
4,593,177 |
|
|
$ |
3.94 |
|
|
|
|
|
Exercised |
|
|
(64,040 |
) |
|
$ |
3.53 |
|
|
|
|
|
Forfeited |
|
|
(2,557,612 |
) |
|
$ |
4.58 |
|
|
|
|
|
Options outstanding at December 31, 2025 |
|
|
12,282,096 |
|
|
$ |
4.66 |
|
|
|
7.9 |
|
Options exercisable at December 31, 2025 |
|
|
5,206,170 |
|
|
$ |
4.80 |
|
|
|
6.8 |
|
The Company recognized share-based compensation expense of $8.5 million and $7.8 million during the years ended December 31, 2025 and 2024, respectively, related to stock options. As of December 31, 2025, there was $15.7 million of unrecognized share-based compensation expense related to stock options. This expense is expected to be recognized over a weighted-average remaining vesting period of 2.42 years.
The weighted-average assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2025 were as follows:
|
|
December 31, |
|
|
|
|
2025 |
|
|
Expected term (in years) |
|
|
6.0 |
|
Volatility |
|
|
62.4 |
% |
Risk-free rate |
|
|
4.0 |
% |
Dividend yield |
|
|
0.0 |
% |
Stock Purchase Plan
On May 26, 2022, the Company’s Board of Directors approved the 2022 Employee Stock Purchase Plan (the “ESPP”). The Company’s ESPP has a six-month offering period and a 15% purchase discount based on market prices on specified dates for 2023. The maximum number of shares of the Company’s common stock that may be issued under the ESPP shall not exceed 797,724 shares of the Company’s common stock (the “Initial Share Reserve”), plus the number of shares of the Company’s common stock that may
be added to the ESPP annually each year for a period of up to 10 years. Additional shares added to the ESPP on an annual basis is equal to the lesser of 1% of the total number of shares of the Company’s capital stock on the last day of the immediately preceding calendar year and the Initial Share Reserve.
The Company recognized share-based compensation expense of $0.06 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively, related to the ESPP. As of December 31, 2025 and 2024, 54,002 shares and 63,413 shares, respectively, had been purchased under the ESPP.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 13, 2026 | Showing above |
| 2024 | Mar 14, 2025 | |
| 2023 | Mar 15, 2024 | |
| 2022 | Mar 29, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.