jynt-20260407

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


☒			Filed by the Registrant
☐			Filed by a Party other than the Registrant

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Fee paid previously with preliminary materials. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under Rule 14a-12

THE JOINT CORP.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Stockholders:

Over the last year and a half, I have had the opportunity to work closely with a talented team that is deeply committed to our patients, franchisees, and stockholders and to advancing our model of convenient, membership-based chiropractic care in accessible retail settings. That experience has strengthened my conviction in the quality of our people, the resilience of our business model, and the scale of the opportunity in front of us.

2025 marked a year of notable progress for The Joint. Alongside growing consolidated Adjusted EBITDA by 13.9% and returning to profitability with reported full-year net income of $2.9 million, we made substantial progress on refranchising our company-owned or managed clinics. This transition toward becoming a pure-play franchisor, positions us for a more efficient, higher-margin model with strong cash flow and enhanced capacity for growth.

First, let me share our full-year 2025 financial and operating results.

2025 Performance Highlights

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

$54.9 million

CONSOLIDATED REVENUE, UP FROM $52.2 MILLION

$2.9 million

CONSOLIDATED NET INCOME, COMPARED TO A $5.8 MILLION NET LOSS

$13.0 million

CONSOLIDATED ADJUSTED EBITDA, COMPARED TO $11.4 MILLION

$532.4 million

SYSTEM-WIDE SALES1, 0.4% INCREASE COMPARED TO 2024

0.4% decrease

COMP SALES2

1.3 million

COMMON SHARES REPURCHASED FOR $11.3 MILLION

960 clinics

WITH 885 FRANCHISED AND 75 COMPANY-OWNED OR MANAGED CLINICS

14.4 million

PATIENT VISITS, WITH 1.7 MILLION UNIQUE PATIENTS TREATED

797,000

NEW PATIENTS, 41% OF WHOM WERE NEW TO CHIROPRACTIC CARE

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%.

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.

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.

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 20th. 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

2025 Financial Highlights

For 2025, we increased system-wide sales, delivered steady annual comp sales and generated $1.8 million of cash from operations. These achievements reflect the resilience of our business model and validate future opportunities and growth.

•Opened 29 new clinics, closed 36, bringing the total to 960

•Increased system-wide sales to $532.4 million, up 0.4% compared to 2024

•Number of unique patients treated totaled 1.7 million, down from 1.9 million in 2024

•Sold 31 franchise licenses, compared to 57 in 2024

•Expanded franchise clinic portfolio by 43, net of closures, bringing the total to 885

•Delivered cash flow from operations of $1.8 million


960 locations IN 43 STATES
14.4 million PATIENT ADJUSTMENTS IN 2025
$532.4 million SYSTEM-WIDE SALES
0.4% increase ANNUAL SYSTEM-WIDE SALES INCREASE
0.4% decrease ANNUAL COMP SALES FOR CLINICS >13 MONTHS

31 FRANCHISE LICENSES SOLD IN 2025
85% OF REVENUE FROM RECURRING MEMBERSHIPS

The Joint Corp. 15-yr. CAGR 38%1 vs. Industry 5-yr. CAGR 2%2

1.For the period ended December 31, 2025

2.October 2025 IBISWorld Chiropractics in the U.S. Market Research Report


			16767 N. Perimeter Drive, Suite 110 Scottsdale, AZ 85260

To Our Stockholders

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date:

Wednesday, May 20, 2026

Time:

8:00 a.m. Pacific Time

Place:

Virtually at www.virtualshareholdermeeting.com/JYNT2026

Our 2026 annual meeting of stockholders (the “2026 Annual Meeting”) will be held on Wednesday, May 20, 2026 at 8:00 a.m. Pacific Time.

At the 2026 Annual Meeting, you will be asked to consider and vote on the following items:

election to the Board of Directors of the seven nominees for director named in this proxy statement;

approval, on an advisory basis, of the compensation of our named executive officers;

approval, on an advisory basis, on the frequency of an advisory vote on the compensation of our named executive officers;

ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2026; and

any other matter that properly comes before the meeting.

These items of business are more fully described in the proxy statement accompanying this notice.

Only stockholders of record at the close of business on the record date of March 23, 2026 are entitled to vote at the 2026 Annual Meeting. To be admitted to the 2026 Annual Meeting at www.virtualshareholdermeeting.com/JYNT2026, you must enter the 16-digit control number found next to the label “Control Number” on your Notice of Internet Availability, proxy card, or voting instruction form, or in the email sending you the proxy statement.

If you have previously given your proxy and later decide to attend the 2026 Annual Meeting, or if for any other reason you want to revoke your proxy, you may do so at any time before your proxy is voted. If you hold your shares through a broker, bank, or other nominee, please see the instructions in the General Information section on how to vote your shares, either by written instruction or at the 2026 Annual Meeting. Please carefully read the enclosed information and our annual report, which includes our Annual Report on Form 10-K for the year ended December 31, 2025, before voting your proxy. The proxy statement and our annual report are available for your review at https://www.proxyvote.com.

The proxy statement and accompanying materials are first being made available to stockholders on or about April 7, 2026.

By Order of the Board of Directors,

Scott Bowman

Chief Financial Officer

Scottsdale, Arizona

April 7, 2026

YOUR VOTE IS IMPORTANT

Whether or not you plan on attending the 2026 Annual Meeting, we ask that you vote by proxy by following the instructions provided in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, as provided in the enclosed proxy card as promptly as possible.

Table of Contents


PROXY SUMMARY INFORMATION			1
PROXY STATEMENT			3
Explanatory Note			3
Security Ownership of Certain Beneficial Owners And Management			3
PROPOSAL 1 – ELECTION OF DIRECTORS			6
Voting in Uncontested Director Election			6
Nominees for Director			7
Director Skills and Qualifications			15
CORPORATE GOVERNANCE			16
Director Independence			16
Leadership Structure of the Board of Directors			16
Committees of the Board of Directors			16
Compensation Committee			16
Audit Committee			17
Nominating and Governance Committee			18
Committee Charters			20
Committee Members and Meetings			20
Director Compensation			22
Executive Sessions of the Board of Directors			23
Board of Directors’ Evaluation			23
Required Resignation on Change of Job Responsibilities			23
Communications with the Board of Directors			23
Policies and Procedures for Related Person Transactions			24
Related Person Transactions			24
Anti-Hedging Policy			25
Code of Business Conduct and Ethics			25
Risk Oversight			26
Stock Ownership Guidelines			26


AUDIT COMMITTEE REPORT			27
Executive Officers			28
EXECUTIVE COMPENSATION			29
Summary Compensation Table			29
Pay versus Performance Table			30
Employment Agreements and Change in Control Arrangements			34
Clawback Policy			36
Outstanding Equity Awards at Fiscal Year-End			37
Policies and Practices Related to the Grant of Certain Equity Awards			37
Equity Compensation Plan Information			38
Delinquent Section 16(a) Reports			38
PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION			39
PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION			41
PROPOSAL 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM			42
Audit Fees			42
Audit-Related Fees			42
Tax Fees			42
All Other Fees			42
GENERAL INFORMATION			43
ANNUAL REPORT			48
HOUSEHOLDING OF PROXY MATERIALS			48
OTHER MATTERS			48
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 202 7 ANNUAL MEETING (WITH DEADLINES)			51


Agenda Item	Board Recommendation	Page


Election to the Board of Directors of the seven nominees for director named in this proxy statement	FOR EACH NOMINEE	6


Approval, on an advisory basis, of the compensation of our named executive officers	FOR	39


Approval, on an advisory basis, of the frequency of an advisory vote on the compensation of our named executive officers	1 YEAR	41


Ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2026	FOR	42


Executive Officers and Directors	Number of Shares Beneficially Owned	Percentage of Shares

Scott Bowman	48,285	*
Matthew E. Rubel	17,463	*
Ronald V. DaVella	17,529	*
Suzanne M. Decker	36,093	*
Jefferson Gramm(1)	3,937,296	27.5%
Christopher M. Grandpre	39,383	*
Abraham Hong	26,143	*
Sandra R.A. Karrmann	4,849	*
Sanjiv Razdan(2)	172,030	1.2%
Jake Singleton	122,003	*
Executive officers and directors as a group (9 persons)(2)	4,299,071	30.2%
Beneficial holders of 5% or more of our outstanding common stock

Bandera Partners LLC(1)	3,937,296	27.5%
Charles E. Jobson(3)	1,645,294	11.5%
The Vanguard Group Inc.(4)	904,638	6.3%
BlackRock Fund, Inc.(5)	886,925	6.2%
Skylands Capital, LLC.(6)	890,045	6.2%


VOTE

The Board of Directors recommends that stockholders vote “FOR” each of the seven nominees to the Board of Directors.


Nominee	Position with our Company	Age

Matthew E. Rubel	Lead Director	68
Ronald V. DaVella	Director	68
Jefferson Gramm	Director	50
Christopher M. Grandpre	Director	59

Sandra R.A. Karrmann	Director	60
Milind Pant	None	56
Sanjiv Razdan	President, Chief Executive Officer and Director	56


			Senior Management Leadership Experience serving in a senior leadership role of a major organization ( e.g. CFO, General Counsel, President, or Division Head)
			Franchise & Industry Expertise Franchising expertise or experience in health or retail related industries
			Public Company Board Service Experience as a board member of another publicly traded company
			Operations Management Expertise Experience or expertise in managing the operations of a business or major organization
			Financial Acumen & Expertise Experience or expertise in financial accounting and reporting or the financial management of a major organization
			IT and/or Risk Management Expertise Experience in or knowledge of information technology or risk oversight, or the development of IT and risk management policy and procedures
			Corporate Finance and M&A Expertise Experience in corporate lending or borrowing, capital markets transactions, significant mergers or acquisitions, private equity, or investment banking
			Marketing or Branding Expertise Experience in or knowledge of brand development, consumer insight, or market research
			CEO Leadership Experience serving as the Chief Executive Officer of a major organization
			Real Estate Expertise Experience in or knowledge of retail or commercial real estate


Audit Committee(1)(2)			Position

Ronald V. DaVella			p
Abraham Hong3			l
Christopher M. Grandpre			l
Compensation Committee			Position

Sandra R.A. Karrmann			p
Suzanne M. Decker4			l
Jefferson Gramm			l
Nominating And Governance Committee(2)			Position

Matthew E. Rubel Lead Director			p
Ronald V. DaVella			l
Abraham Hong3			l


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1)(2) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Matthew E. Rubel	69,000	50,000	—	—	—	—	119,000
Ronald V. DaVella	77,000	50,000	—	—	—	—	127,000
Suzanne M. Decker3	55,000	50,000	—	—	—	—	105,000
Jefferson Gramm	—	—	—	—	—	—	—
Christopher M. Grandpre	34,975	50,000	—	—	—	—	85,000
Abraham Hong4	59,000	50,000	—	—	—	—	109,000
Sandra R.A. Karrmann	35,000	50,000	—	—	—	—	85,000
Glenn J. Krevlin5	28,027	—	—	—	—	—	28,027


Category			Stock Ownership Target

CEO			3 times annual total cash compensation
Other §16 Officers			2 times annual total cash compensation
Board of Directors			2 times annual cash retainer


Executive Officer	Position with our Company	Age

Sanjiv Razdan	President, Chief Executive Officer and Director	56
Scott Bowman	Chief Financial Officer	59


Name	Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards(1) ($)	Non-Equity Incentive Plan Compensation(2) ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation(3) ($)	Total ($)

Sanjiv Razdan(4) President and Chief Executive Officer	2025	550,000	—	549,999	—	687,500	—	30,293	1,817,792
	2024	127,703	100,000	400,000	236,532	—	—	—	864,235
Scott Bowman(5) Chief Financial Officer	2025	208,500	—	250,000	—	136,500	—	4,200	599,200
	2024	—	—	—	—	—	—	—	—
Jake Singleton(6) Former Chief Financial Officer	2025	194,321	83,475	171,949	—	—	—	197,194	646,939
	2024	330,266	—	245,688	—	83,475	—	13,211	672,640


Year	Summary Compensation Table Total for First PEO(1) ($)	Summary Compensation Table Total for Second PEO(1) ($)	Compensation Actually Paid to First PEO(3) ($)	Compensation Actually Paid to Second PEO(4) ($)	Summary Compensation Table Total for non-PEO NEOs(1) ($)	Compensation Actually Paid to non-PEO NEOs(5) ($)	Value of initial fixed $100 investment based on Total Shareholder Return ($)	Net Income (Loss) ($)	Adjusted EBITDA(2) ($)

2025	1,817,792	N/A	1,558,736	N/A	1,246,139	805,107	(38)	2,907,265	12,972,212
2024	864,235	1,194,793	881,867	759,315	672,640	750,547	(24)	(5,796,893)	11,384,557
2023	N/A	706,096	N/A	561,371	541,361	440,384	(31)	(9,752,197)	12,205,717


Adjustments to Determine Compensation to First PEO	2025	2024	2023

Deduction for amounts reported under “Stock Awards” column in SCT	$(549,999)	$(400,000)	N/A
Deduction for amounts reported under “Option Awards” column in the SCT	—	(236,532)	N/A
Increase for fair value of awards granted during year that remain unvested during that year	444,485	654,164	N/A

Deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end	(109,692)	—	N/A
Deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year	(43,850)	—	N/A



TOTAL ADJUSTMENTS	$(259,056)	$17,632	$—


		Option Awards(1)				Stock Awards(2)
Name	Grant date	Number of securities underlying unexercised options exercisable ($)	Number of securities underlying unexercised options unexercisable ($)	Option exercise price ($)	Option expiration date		Number of shares of stock that have not vested ($)	Market value of shares that have not vested(3) ($)

Sanjiv Razdan	10/14/2024	9,514(4)	28,545 (4)	10.51	10/14/2034		—	—
	10/14/2024	—	—	—	—		28,545	248,912
	3/10/2025	—	—	—	—		50,973	444,485
Scott Bowman	6/10/2025	—	—	—	—		19,984	174,260
Jake Singleton(4)	—	—	—	—	—		—	—


Plan Category	Number of securities to be issued upon exercise of options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights(1)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a))

	(a)	(b)	(c)

Equity compensation plans approved by security holders	30,422	$19.11	1,725,057
Equity compensation plans not approved by security holders	38,059	$10.51	—
Total	68,481	$29.62	1,725,057


1			Attract and retain highly qualified and productive executives;
2			Motivate executives to enhance our overall performance and profitability through the successful execution of our short-term and long-term business strategies, with an emphasis on the long term;
3			Align the long-term interests of our executives and stockholders through ownership of our common stock by executives and by rewarding stockholder value creation; and
4			Ensure that compensation opportunities are competitive.


FOR			each of the seven nominees for election to the Board of Directors (Proposal 1);
FOR			approval, on an advisory basis, of the compensation of our named executive officers (Proposal 2);
1 YEAR			for the approval, on an advisory basis, of the frequency of an advisory vote on the compensation of our named executive officers (Proposal 3); and
FOR			ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2026 (Proposal 4).


Proposal 1	you may vote “For” or “Against”	each individual nominee for election to the Board of Directors or “Abstain” from voting on the nominee’s election.
Proposal 2	you may vote “For” or “Against”	approval, on an advisory basis, of the compensation of our named executive officers or “Abstain” from voting.
Proposal 3	you may vote for the option of every “1 Year,” “2 Years,” or “3 Years”	for the approval, on an advisory basis, of the frequency of an advisory vote on the compensation of our named executive officers or “Abstain” from voting.
Proposal 4	you may vote “For” or “Against”	ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2026 or “Abstain” from voting.


Proposal 1 (election to the Board of Directors of the seven nominees for director named in this proxy statement):			Each nominee for election to the Board of Directors must receive more “For” votes than “Against” votes in order to be elected as a director. Abstentions and broker non-votes will not be included in the vote tally and will not have any effect on the voting.
Proposal 2 (approval, on an advisory basis, of the named executive officer compensation):			This proposal requires for approval the affirmative vote of a majority of the shares present virtually or represented by proxy and entitled to vote. Abstentions will have the same effect as a vote “Against.” Brokers do not have discretionary authority to vote on this proposal. Broker non-votes, therefore, will have no effect on the proposal as brokers are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.
Proposal 3 (approval, on an advisory basis, on the frequency of an advisory vote on the compensation of our named executive officers):			The option that receives the greatest number of votes will be considered the preferred frequency of the stockholders. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
Proposal 4 (ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2026):			This proposal requires for approval the affirmative vote of a majority of the shares present virtually or represented by proxy and entitled to vote. Abstentions will have the same effect as a vote “Against.” Brokers will have discretionary authority to vote Proposal 4, and therefore there will not be any broker non-votes on this matter.


			Time and Date Wednesday, May 20, 2026 at 8:00 a.m.. Pacific Time						Place Virtually at www.virtualshareholdermeeting.com/JYNT2026

SEC Form DEF 14A filed by The Joint Corp.