Annual Meeting of Stockholders

2026 Annual Meeting of Stockholders

May 20, 2026 - 8:00 AM PDT

Related Materials

Form 10-K

Proxy Statement

Letter to the Stockholders

2025 Performance Highlights

Our financial and operating highlights for 2025, compared to 2024 were as follows:

1. System-wide sales include revenues at all clinics, whether operated or managed by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance because these revenues are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base
2. Comp sales include the revenues from both company-owned or managed clinics and franchised clinics that in each case have been open at least 13 full months and exclude any clinics that have closed.

Collectively, these results highlight a business that returned to profitability, grew Adjusted EBITDA, sustained steady system-wide sales, and continued to attract new patients, while advancing the shift toward a higher-margin pure-play franchisor model. I am confident that more improvement is ahead of us.

Moving to a Pure-Play Franchisor Model

Throughout 2025, we made consistent progress on the refranchising plan we laid out a year ago. In 2025, we completed the refranchising of 41 clinics. In addition, late in 2025, we signed an Asset Purchase Agreement for 22 clinics with three experienced buying groups for $1.5 million and in March 2026, we signed a Letter of Intent for the refranchising of five additional clinics. As part of our refranchising effort, we closed nine clinics during the year, which leaves us with just 48 company-owned or managed clinics remaining, or approximately 5% of our total clinic base. We continue to evaluate options for these remaining clinics and expect to complete our refranchising initiative by the end of this year.

This transition is already contributing to our operating results. As we have moved closer to becoming a pure-play franchisor, we have taken actions to make our operations more efficient, which is evident in our Adjusted EBITDA growth for the year.

Share Repurchase Program and Capital Allocation

As part of our capital allocation strategy, we repurchased 1.3 million shares in 2025 for a total consideration of $11.3 million, averaging $8.73 per share. At year-end 2025, we had $5.7 million remaining under our $12.0 million authorization.

Looking ahead, we intend to remain disciplined in our capital allocation strategy, balancing investment in the business with returning cash to stockholders. We will continue to focus our capital deployment in three areas: funding internal growth initiatives with an attractive return, opportunistically repurchasing regional developer (“RD”) territories where the economics are attractive and continuing to repurchase shares.

Positioning for Growth

Throughout 2025, we improved our marketing approach for how we engage current and prospective patients. With support from our franchisees, we shifted a portion of our marketing spend from local to national media and updated our messaging to focus on pain relief and getting people back to doing the things they love. In addition, through search engine optimization (“SEO”) improvements, we improved how our clinics show up in online searches, including in AI-driven search tools. As a result, our website traffic and organic leads are improving, which is an encouraging sign for our growth potential.

On the operations side, we implemented new pre-opening protocols for new clinics, which have dramatically reduced their time to breakeven. Locations that opened in 2025 hit breakeven in half the time compared to prior years. We also continue to test pricing changes in about 300 clinics, with plans to roll out new pricing system-wide following careful analysis. We expect these marketing, SEO, and pricing initiatives to collectively support franchisees by improving new patient acquisition and retention, which ultimately supports system-wide sales and royalty growth.

Post-Refranchising Business Model

Once we complete our transition to a pure-play franchisor, our financial profile will structurally improve. Our initial post-refranchising revenue run rate is expected to be about 11% of system-wide sales, which compares to 10.3% achieved in 2025, and our cost structure will be much leaner. Coupled with a more asset-light structure, this will translate into an initial Adjusted EBITDA margin run rate of 19% to 21%, a Net Income margin run rate of 13% to 15%, and free cash flow¹ conversion² of 60% to 70%.

1. Free cash flow (non-GAAP) is defined by GAAP net cash provided by operating activities less purchases of property and equipment.
2. Free cash flow conversion (non-GAAP) is defined as free cash flow divided by Adjusted EBITDA.

What Comes Next: Joint 3.0

As we complete the strategies for our Joint 2.0 plan this year, we are spending more time on Joint 3.0, which will start in earnest in 2027. This next phase is about generating growth through new geographic markets, business-to-business channels, and potentially international expansion.

The backdrop for this shift is favorable, as people are increasingly focused on longevity, mobility, sleep, and non‑invasive care, which closely aligns with chiropractic care. We see opportunities to deepen our focus on integrated treatments, nutrition, and orthotics and are looking to use data from wearables to improve care and measure outcomes more precisely.

Our Path Forward

The work we did in 2025 and to date in 2026 has positioned us with momentum for the remainder of the year. We are nearing the finish line with our refranchising efforts, continuing to tighten costs, and investing in marketing and pricing strategies that are anticipated to drive comp sales improvement. By the end of 2026, we expect to have a streamlined, more profitable business that generates robust cash flow. Beyond that, Joint 3.0 gives us room to grow into new markets, new channels, and new services.

This proxy statement and accompanying materials are first being made available to stockholders on or about April 7, 2026. The proxy materials include instructions on how to vote online, by phone, and by mail. Your vote is important regardless of the number of shares you own. Whether or not you plan to virtually attend the 2026 Annual Meeting, we encourage you to consider the matters presented in the proxy statement and vote as soon as possible. We hope that you will be able to join us on May 20 . Thank you for your ownership and support of The Joint Corp. We look forward to keeping you updated on our progress throughout 2026.

Sanjiv Razdan
President and Chief Executive Officer