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Filing Details

Accession Number:: 0000919574-25-003576
Form Type:: 13D Filing
Publication Date:: 2025-06-11 20:00:00

Filed By:: Roystone Management Holdings LLC
Company:: Biote Corp.
Filing Date:: 2025-06-12
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Roystone Management Holdings LLC	4,622,748	4,622,748	4,622,748	14.0%
RB Management GP LLC	4,622,748	4,622,748	4,622,748	14.0%
Guines LLC	4,622,748	4,622,748	4,622,748	14.0%
Richard Barrera	4,622,748	4,622,748	4,622,748	14.0%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

biote Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

090683103

(CUSIP Number)

Richard Barrera
c/o Roystone Management Holdings LLC, 767 Third Avenue, 29th Floor
New York, NY, 10017
212-326-6010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

090683103

Name of reporting person

Roystone Management Holdings LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,622,748.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,622,748.00

Aggregate amount beneficially owned by each reporting person

4,622,748.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

14.0 %

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP No.

090683103

Name of reporting person

RB Management GP LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,622,748.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,622,748.00

Aggregate amount beneficially owned by each reporting person

4,622,748.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

14.0 %

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP No.

090683103

Name of reporting person

Guines LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,622,748.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,622,748.00

Aggregate amount beneficially owned by each reporting person

4,622,748.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

14.0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

090683103

Name of reporting person

Richard Barrera

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,622,748.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,622,748.00

Aggregate amount beneficially owned by each reporting person

4,622,748.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

14.0 %

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A common stock, par value $0.0001 per share

(b)

Name of Issuer:

biote Corp.

(c)

Address of Issuer's Principal Executive Offices:

1875 W. Walnut Hill Ln #100, Irving, TEXAS , 75038.

Item 2.

Identity and Background

(a)

This Schedule 13D is being filed jointly by (i) Guines LLC (the "Fund"), a Delaware limited liability company, (ii) Roystone Management Holdings LLC ("Roystone"), the investment adviser to Guines, (iii) RB Management GP LLC (the "Manager"), the manager of Roystone, and (iv) Richard Barrera, the managing member of the Manager, a United States citizen (collectively, the "Reporting Persons").

(b)

The principal business address for each of the Reporting Persons is 767 Third Avenue, 29th Floor New York, New York 10017, United States of America.

(c)

Richard Barrera is the managing member of the Manager and Roystone. The principal business of Roystone is serving as an investment adviser to its clients. The principal business of the Manager is serving as the manager or its equivalent to Roystone. Roystone is the investment adviser to the Fund and the Manager is the manager of Roystone. The principal business of the Fund is purchasing, holding and selling securities for investment purposes.

(d)

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group.

(f)

Guines LLC is a Delaware limited liability company. Roystone Management Holdings LLC is a Delaware limited liability company. RB Management GP LLC is a Delaware limited liability company. Richard Barrera is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration

The funds for the purchase of the Common Stock for the Fund came from the working capital of the Fund, over which the Reporting Persons, through their roles described in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the Common Stock, other than borrowed funds used for working capital purposes in the ordinary course of business.

Item 4.

Purpose of Transaction

The Reporting Persons originally acquired the Common Stock for investment purposes. The Reporting Persons are filing this initial Schedule 13D to report that Richard Barrera, managing member of the Manager, was appointed to the Issuer's board of directors (the "Board") on June 5, 2025. For more information, please see the Issuer's Current Report on Form 8-K, filed with the SEC on June 9, 2025, which is incorporated herein by reference. Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market transactions or privately negotiated transactions. The Reporting Persons may also communicate with the Issuer's management, the Issuer's Board and other holders of Common Stock from time to time.

Item 5.

Interest in Securities of the Issuer

(a)

As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of 4,622,748 Common Stock, constituting 14.0% of the Common Stock*.

(b)

Each of the Reporting Persons has the sole power to vote or direct the vote of 0 Common Stock; has the shared power to vote or direct the vote of 4,622,748 Common Stock; has the sole power to dispose or direct the disposition of 0 Common Stock; and has the shared power to dispose or direct the disposition of 4,622,748 Common Stock. *The outstanding Common Stock figure is based on the 33,073,277 Common Stock outstanding as reported in the Issuer's 10-Q filed by the Issuer on May 9, 2025.

(c)

The transactions by the Reporting Persons in the Common Stock in the past sixty days are set forth in Exhibit B.

(d)

N/A

(e)

N/A

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

See Item 4 above.

Item 7.

Material to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in Common Stock

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Roystone Management Holdings LLC

Signature:	By: /s/ Laura Roche*
Name/Title:	Laura Roche / COO/CFO
Date:	06/12/2025

RB Management GP LLC

Signature:	By: /s/ Richard Barrera*
Name/Title:	Richard Barrera / Managing Member
Date:	06/12/2025

Guines LLC

Signature:	By: /s/ Richard Barrera*
Name/Title:	Richard Barrera / Managing Member
Date:	06/12/2025

Richard Barrera

Signature:	By: /s/ Richard Barrera*
Name/Title:	Richard Barrera
Date:	06/12/2025

Comments accompanying signature:

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.