MANNATECH INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), have concluded, based on their evaluation as of December 31, 2024, that our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d – 15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting During the quarter ended December 31, 2024, there were no changes in our internal control over our financial reporting that we believe materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a – 13(f) or Rule 15d-15(f) under the Exchange Act) for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes: maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. 54 Item 9B. Other Information During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Documents Incorporated by Reference The information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K is incorporated by reference to the definitive proxy statement for our annual meeting to be filed with the SEC within 120 days after December 31, 2024. PART IV Item 15. Exhibits and Financial Statement Schedule (a) Documents filed as a part of the report: 1. Consolidated Financial Statements The following financial statements and Report of Independent Registered Public Accounting Firm are filed as a part of this report on the pages indicated: Index to Consolidated Financial Statements F- 1 Report of Independent Registered Public Accounting Firm: BDO USA, P.C.; Dallas, Texas; PCAOB ID#243 F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 F- 6 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023 F- 6 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 and 2023 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F- 8 Notes to Consolidated Financial Statements F- 10 2. Financial Statement Schedule The financial statement schedule required by this item is included as an Exhibit to this Annual Report on Form 10-K. 3. Exhibit List See Index to Exhibits following Item 16 of this Annual Report on Form 10-K. Item 16. Form 10-K Summary 55 Not Applicable. 56 INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit (s) Filing Date 3.1 Amended and Restated Articles of Incorporation of Mannatech, dated May 19, 1998. S-1 333-63133 3.1 October 28, 1998 3.2 Amendment to the Amended and Restated Articles of Incorporation of Mannatech, dated January 13, 2012. 8-K 000-24657 3.1 January 17, 2012 3.3 Fifth Amended and Restated Bylaws of Mannatech, effective August 25, 2014. 8-K 000-24657 3.1 August 27, 2014 4.1 Specimen Certificate representing Mannatech’s common stock, par value $0.0001 per share. S-1 333-63133 4.1 October 28, 1998 4.2 Description of Securities 10-K 000-24657 4.2 March 26, 2020 10.1† Mannatech, Incorporated 2017 Stock Incentive Plan S-8 333-233418 4.1 August 22, 2019 10.2† First Amendment to Mannatech, Incorporated 2017 Stock Incentive Plan 10-Q 000-24657 10.1 August 7, 2019 10.3† Form of Performance Stock Unit Award Agreement 10-Q 000-24657 10.2 August 8, 2017 10.4† Form of Stock Option Award Agreement 10-Q 000-24657 10.3 August 8, 2017 10.5† Form of Restricted Stock Unit Award Agreement 10-Q 000-24657 10.4 August 8, 2017 10.6† Form of Stock Appreciation Rights Award Agreement 10-Q 000-24657 10.5 August 8, 2017 10.7† Form of Restricted Stock Award Agreement 10-Q 000-24657 10.6 August 8, 2017 10.8† Form of Performance Stock Award Agreement 10-Q 000-24657 10.7 August 8, 2017 10.9† Amended and Restated 1998 Incentive Stock Option Plan, dated August 7, 2004. 10-K 000-24657 10.1 March 15, 2004 10.10† Amended and Restated 2000 Option Plan, dated August 7, 2004. 10-K 000-24657 10.1 March 15, 2004 10.11 Form of Indemnification Agreement between Mannatech and each member of the Board of Directors of Mannatech Korea, Ltd., dated March 3, 2004. 10-Q 000-24657 10.2 August 9, 2004 10.12 Form of Indemnification Agreement between Mannatech and each of the following directors: J. Stanley Fredrick, Patricia Wier, Alan D. Kennedy, Gerald E. Gilbert, Marlin Ray Robbins, Larry A. Jobe, and Robert A. Toth. 10-Q 000-24657 10.4 November 4, 2010 10.13 Commercial Lease Agreement between Mannatech and SCG Lakeside Commerce Center, L.P., dated October 18, 2017. 10-K 000-24657 10.12 March 26, 2018 10.14 Employment Agreement between Alfredo Bala and Mannatech, effective October 1, 2007, dated September 18, 2007. 8-K 000-24657 10.1 September 24, 2007 10.15 Executive Service Agreement between Mannatech Korea, Ltd. and Yong Jae (Patrick) Park, dated October 1, 2009. 10-Q 000-24657 10.1 May 12, 2015 10.16 Supply Agreement between Natural Aloe de Costa Rica, S.A. and Mannatech, dated as of November 22, 2016 (portions of this exhibit were omitted pursuant to a confidential treatment request submitted pursuant to Rule 24b-2 of the Exchange Act) 10-K 00-24657 10.61 March 14, 2017 14.1* Code of Ethics for Officers 10-K 00-24657 14.1 March 25, 2025 19.1* Insider Trading Disclosures 10-K 00-24657 19.1 March 25, 2025 21* List of Subsidiaries. * * * * 23.1* Consent of BDO USA, P.C. * * * * 57 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit (s) Filing Date 24* Power of Attorney, which is included on the signature page of this annual report on Form 10-K. * * * * 31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer of Mannatech. * * * * 31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Chief Operating Officer and Interim Chief Financial Officer of Mannatech. * * * * 32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer of Mannatech. * * * * 32.2* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Operating Officer and Interim Chief Financial Officer of Mannatech. * * * * 97.1* Mandatory Recoupment Policy * * * * 99.1* Financial Statement Schedule Regarding Valuation and Qualifying Accounts. * * * * 101.INS* XBRL Instance Document * * * * 101.SCH* XBRL Taxonomy Extension Schema Document * * * * 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document * * * * 101.LAB* XBRL Taxonomy Extension Label Linkbase Document * * * * 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document * * * * 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document * * * * * Filed herewith. † Management contract, compensatory plan or arrangement. 58 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MANNATECH, INCORPORATED Dated: March 25, 2025 By: /s/ Landen Fredrick Landen Fredrick Chief Executive Officer (principal executive officer) Dated: March 25, 2025 By: /s/ James Clavijo James Clavijo Chief Financial Officer (principal financial officer) 59 POWER OF ATTORNEY The undersigned directors and officers of Mannatech, Incorporated hereby constitute and appoint Larry A. Jobe with the power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in fact and agents with full power to execute in our name and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits and other documents relating thereto and hereby ratify and confirm all that such attorneys-in-fact, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated: Signature Title Date /s/ Landen Fredrick Chief Executive Officer (principal executive officer) March 25, 2025 Landen Fredrick /s/ James Clavijo Chief Financial Officer (principal financial officer) March 25, 2025 James Clavijo /s/ J. Stanley Fredrick Chairman of the Board March 25, 2025 J. Stanley Fredrick /s/ Robert A. Toth Vice Chairman of the Board March 25, 2025 Robert A. Toth /s/ Kevin Andrew Robbins Director March 25, 2025 Kevin Andrew Robbins /s/ Larry A. Jobe Director March 25, 2025 Larry A. Jobe /s/ Tyler Rameson Director March 25, 2025 Tyler Rameson /s/ John A. Seifrick Director March 25, 2025 John A. Seifrick 60 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 F- 6 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023 F- 6 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 and 2023 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F- 8 Notes to Consolidated Financial Statements F- 10 F-1 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Mannatech, Incorporated Flower Mound, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Mannatech, Incorporated (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of the years then ended and the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years then ended , in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the Company’s Determination of Transfer Pricing Policies As described in Note 1 to the consolidated financial statements, the Company is subject to transfer pricing tax regulations designed to ensure the appropriate allocation of income and expenses between the U.S. and foreign entities and that the Company is taxed accordingly. As disclosed in Note 7 to the consolidated financial statements, the Company’s income before income taxes of $3.7 million for the year ended December 31, 2024 comprised of income before income taxes of $0 million in the United States and $3.7 million outside of the United States. This is in part a function of the Company’s transfer pricing policies, which govern the allocation of taxable income and expenses among the Company’s various tax jurisdictions. We identified the Company’s determination of transfer pricing policies as a critical audit matter. The principal consideration for our determination was that the tax regulations that exist over transfer pricing are subjective and vary by jurisdiction. Auditing management’s transfer pricing studies and transfer pricing policies was especially challenging and required significant auditor judgement, including the involvement of tax professionals with specialized knowledge and skill. F-2 The primary procedures we performed to address this critical audit matter included: • Utilizing personnel with specialized knowledge and skill in transfer pricing regulations to assist in evaluating (i) the Company’s transfer pricing policies, which is based on comparisons to comparable companies and precedents set by the various taxing authorities that govern the jurisdictions in which the Company operates, and (ii) jurisdictional profit or loss margins to ensure that the Company’s intercompany transactions and other income and expense allocation methodologies are appropriate and comply with the Company’s transfer pricing policies. /s/ BDO USA, P.C. We have served as the Company's auditor since 2007. Dallas, Texas March 25, 2025 F-3 MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) F-4 December 31, 2024 December 31, 2023 ASSETS Cash and cash equivalents $ 11,396 $ 7,731 Restricted cash 550 938 Accounts receivable, net of allowance of credit losses of $935 and $1,278 in 2024 and 2023, respectively 19 91 Income tax receivable 737 465 Inventories, net 10,405 14,535 Prepaid expenses and other current assets 1,755 1,774 Deferred commissions 1,259 2,130 Total current assets 26,121 27,664 Property and equipment, net 2,858 4,147 Operating lease right-of-use assets 2,094 3,315 Other assets 2,644 3,751 Deferred tax assets, net 1,770 1,611 Long-term restricted cash 569 718 Total assets $ 36,056 $ 41,206 LIABILITIES AND SHAREHOLDERS’ EQUITY Commissions and incentives payable $ 8,642 $ 8,175 Accrued expenses 3,832 5,119 Deferred revenue 3,027 4,786 Accounts payable 2,070 4,010 Current portion of operating lease liabilities 1,178 1,660 Taxes payable 1,788 1,521 Current notes payable 84 240 Current portion of finance lease liabilities 275 269 Total current liabilities 20,896 25,780 Long-term notes payable, excluding current portion 2,900 — Operating lease liabilities, excluding current portion 1,576 2,582 Other long-term liabilities 1,390 1,404 Finance lease liabilities, excluding current portion 680 956 Total liabilities 27,442 30,722 Commitments and contingencies (Note 12) Shareholders’ equity: Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding — — Common stock, $0.0001 par value, 99,000,000 shares authorized, 2,742,857 shares issued and 1,884,814 shares outstanding as of December 31, 2024 and 2,742,857 shares issued and 1,860,154 shares outstanding as of December 31, 2023 — — Additional paid-in capital 33,027 33,309 Retained earnings (accumulated deficit) 1,189 ( 1,301 ) Accumulated other comprehensive loss ( 5,666 ) ( 1,015 ) Treasury stock, at average cost, 858,043 shares as of December 31, 2024 and 882,703 shares as of December 31, 2023 ( 19,936 ) ( 20,509 ) Total shareholders’ equity 8,614 10,484 Total liabilities and shareholders’ equity $ 36,056 $ 41,206 See accompanying notes to consolidated financial statements. F-5 MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share information) For the years ended December 31, 2024 2023 Net sales $ 117,866 $ 131,955 Cost of sales 26,406 29,090 Gross profit 91,460 102,865 Operating expenses: Commissions and incentives 48,309 53,588 Selling and administrative expenses 41,722 50,241 Total operating expenses 90,031 103,829 Income (loss) from operations 1,429 ( 964 ) Interest (expense) income, net ( 279 ) 4 Other income (expense), net 2,590 ( 170 ) Income (loss) before income taxes 3,740 ( 1,130 ) Income tax provision ( 1,250 ) ( 1,109 ) Net income (loss) $ 2,490 $ ( 2,239 ) Income (loss) per common share: Basic $ 1.32 $ ( 1.20 ) Diluted $ 1.32 $ ( 1.20 ) Weighted-average common shares outstanding: Basic 1,885 1,866 Diluted 1,885 1,866 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS For the years ended December 31, (in thousands) 2024 2023 Net income (loss) $ 2,490 $ ( 2,239 ) Other comprehensive loss, net of tax: Foreign currency translations loss ( 4,653 ) ( 819 ) Pension obligations, net of tax provision of $1 and $6 in 2024 and 2023, respectively 2 12 Other comprehensive loss $ ( 4,651 ) $ ( 807 ) Comprehensive loss $ ( 2,161 ) $ ( 3,046 ) See accompanying notes to consolidated financial statements. F-6 MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (amounts in thousands, except share data) Common Stock, $0.0001 par value Number of Shares Amount Additional paid in capital Retained earnings (accumulated deficit) Accumulated other comprehensive loss Treasury stock Total shareholders’ equity Balance at December 31, 2022 1,858,800 $ — $ 33,377 $ 1,686 $ ( 208 ) $ ( 20,679 ) $ 14,176 Net loss — — — ( 2,239 ) — — ( 2,239 ) Payment of cash dividends — — — ( 748 ) — — ( 748 ) Charge related to stock-based compensation — — 43 — — — 43 Issuance of unrestricted shares 12,808 — ( 76 ) — — 299 223 Stock option exercises 2,000 — ( 35 ) — — 47 12 Repurchase of common stock ( 13,454 ) — — — — ( 176 ) ( 176 ) Foreign currency translation — — — — ( 819 ) — ( 819 ) Pension obligations, net of $6 tax — — — — 12 — 12 Balance at December 31, 2023 1,860,154 $ — $ 33,309 $ ( 1,301 ) $ ( 1,015 ) $ ( 20,509 ) $ 10,484 Net income — — — 2,490 — — 2,490 Charge related to stock-based compensation — — 91 — — — 91 Issuance of unrestricted shares 24,660 — ( 373 ) — — 573 200 Foreign currency translation — — — — ( 4,653 ) — ( 4,653 ) Pension obligations, net of $1 tax — — — — 2 — 2 Balance at December 31, 2024 1,884,814 $ — $ 33,027 $ 1,189 $ ( 5,666 ) $ ( 19,936 ) $ 8,614 See accompanying notes to consolidated financial statements. F-7 MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the years ended December 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 2,490 $ ( 2,239 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities : Depreciation and amortization 1,534 1,628 Non-cash operating lease expense 1,541 1,904 Provision for inventory losses 777 463 (Recovery of) Provision for credit losses ( 312 ) 519 Loss on disposal of assets 2 7 Gain on disposal of subsidiary ( 228 ) — Unrealized loss (gain) from foreign exchange ( 3,257 ) — Stock-based compensation expense 291 278 Deferred income taxes ( 159 ) 121 Changes in operating assets and liabilities: Accounts receivable 344 ( 391 ) Income tax receivable ( 277 ) ( 42 ) Inventories 2,474 ( 272 ) Prepaid expenses and other current assets 2,094 1,354 Deferred commissions 859 346 Other assets 625 ( 226 ) Accounts payable ( 1,857 ) ( 351 ) Accrued expenses and other long-term liabilities ( 4,289 ) ( 2,308 ) Taxes payable 451 ( 1,760 ) Commissions and incentives payable 887 ( 1,081 ) Deferred revenue ( 1,729 ) ( 320 ) Net cash provided by (used in) operating activities 2,261 ( 2,370 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment ( 297 ) ( 748 ) Proceeds from sale of assets 12 1 Net cash used in investing activities ( 285 ) ( 747 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from stock options exercised — 12 Repurchase of common stock — ( 176 ) Payment of cash dividends — ( 748 ) Proceeds from notes payable 3,600 — Repayment of finance lease obligations and other financing obligations ( 1,639 ) ( 991 ) Net cash provided by (used in) financing activities 1,961 ( 1,903 ) Effect of currency exchange rate changes on cash and cash equivalents and restricted cash ( 809 ) ( 790 ) Increase (decrease) in cash and cash equivalents and restricted cash 3,128 ( 5,810 ) Cash and cash equivalents and restricted cash at the beginning of the year 9,387 15,197 Cash and cash equivalents and restricted cash at the end of the year $ 12,515 $ 9,387 See accompanying notes to consolidated financial statements. F-8 For the years ended December 31, 2024 2023 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Income taxes paid, net $ 829 $ 2,551 Interest paid on finance leases and other financing obligations $ 475 $ 100 NON-CASH INVESTING AND FINANCING ACTIVITIES Assets acquired through other financing arrangements $ 446 $ 739 Operating lease right-of-use assets acquired in exchange for new operating lease liabilities $ 347 $ 305 Finance lease right-of-use assets acquired in exchange for new finance lease liabilities $ — $ 1,305 See accompanying notes to consolidated financial statements. F-9 MANNATECH, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Mannatech, Incorporated (together with its subsidiaries, the “Company”), located in Flower Mound, Texas, was incorporated in the state of Texas on November 4, 1993, and is listed on The Nasdaq Capital Market under the symbol “MTEX”. The Company develops, markets, and sells high-quality, proprietary nutritional supplements, topical and skin care and anti-aging products, and weight-management products. We currently sell our products into three regions: (i) the Americas (the United States, Canada and Mexico); (ii) EMEA (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom); and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong, Thailand and China). During the second quarter of 2024 the Company liquidated its entity in Sweden, Mannatech Sverige AB. Active business building associates ("independent associates" or "associates" or "distributors") and preferred customers purchase the Company’s products at published wholesale prices. The Company cannot distinguish products sold for personal use from other sales, when sold to associates, because it is not involved with the products after delivery, other than usual and customary product warranties and returns. Only associates are eligible to earn commissions and incentives. We also ship our products to customers in the following countries: Belgium, France, Greece, Italy, Luxembourg, and Poland. The Company operates a non-direct selling business in mainland China. Our subsidiary in China, Meitai Daily Necessity & Health Products Co., Ltd. (“Meitai”), is operating as a traditional retailer under a cross-border e-commerce model in China. Meitai cannot legally conduct a direct selling business in China unless it acquires a direct selling license in China. Principles of Consolidation The consolidated financial statements and footnotes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles requires the use of estimates that affect the reported value of assets, liabilities, revenues and expenses. These estimates are based on historical experience and various other factors. The Company continually evaluates the information used to make these estimates as the business and economic environment changes. Historically, actual results have not varied materially from the Company’s estimates and the Company does not currently anticipate a significant change in its assumptions related to these estimates. However, actual results may differ from these estimates under different assumptions or conditions. The use of estimates is pervasive throughout the consolidated financial statements, but the accounting policies and estimates considered the most significant are described in this note to the consolidated financial statements, Organization and Summary of Significant Accounting Policies . Basis of Presentation Certain prior year amounts have been reclassified on the Consolidated Balance Sheets and Consolidated Statements of Operations to conform to the current year presentation. These reclassifications had no effect on the previously reported results of operations. Foreign Currency Translation The United States dollar is the functional currency for the majority of the Company’s foreign subsidiaries. As a result, non-monetary assets and liabilities are translated at their approximate historical rates, monetary assets and liabilities are translated at exchange rates in effect at the end of the year, and revenues and expenses are translated at weighted-average exchange rates for the year. The local currency is the functional currency of our subsidiaries in Japan, Republic of Korea, Taiwan, Norway, Denmark, Sweden, Mexico and China. These subsidiaries’ assets and liabilities are translated into United States dollars at exchange rates existing at the balance sheet dates, revenues and expenses are translated at weighted-average exchange rates, and shareholders’ equity and intercompany balances are translated at historical exchange rates. The foreign currency translation adjustment is recorded as a component of shareholders’ equity and is included in accumulated other comprehensive income. Foreign currency transactio n gains t otaled approximately $ 2.6 million for the year ended December 31, 2024 and foreign currency transactio n losses t otaled approximately $ 0.2 million for the year ended December 31, 2023, and are included in other income (expense), net in the Company’s consolidated statements of operations. F-10 Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents was $ 11.4 million and $ 7.7 million at December 31, 2024 and 2023, respectively. The Company includes in its cash and cash equivalents credit card receivables due from its credit card processor, as the cash proceeds from credit card receivables are received within 24 to 72 hours. As of December 31, 2024 and 2023, credit card receivables were $ 1.6 million and $ 1.4 million, respectively, and cash and cash equivalents held in bank accounts in foreign countries totaled $ 5.1 million and $ 3.5 million, respectively. The Company invests cash in liquid instruments, such as money market funds and interest-bearing deposits. The Company also holds cash in high quality financial institutions and does not believe it has an excessive exposure to credit concentration risk. A significant portion of our cash and cash equivalent balances were concentrated within the Republic of Korea, with cash and cash equivalents totaling $ 3.3 million and $ 1.7 million at December 31, 2024 and 2023, respectively. In addition, for the year ended December 31, 2024 and 2023, a concentrated portion of our operating cash flows were earned from operations within the Republic of Korea. An adverse change in economic conditions within the Republic of Korea could negatively affect the Company’s results of operations. Restricted Cash The Company is required to restrict cash for: (i) direct selling insurance premiums and credit card sales in the Republic of Korea; (ii) reserve on credit card sales in the United States and Canada; and (iii) Australia building lease collateral. At December 31, 2024 and 2023, our total restricted cash was $ 1.1 million and $ 1.7 million, respectively. The Company classifies the restricted cash held in Korea and Australia as long-term since it relates to assets and services contracted for longer than one year. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the total amount presented in the consolidated statements of cash flows ( in thousands ): December 31, 2024 December 31, 2023 Cash and cash equivalents $ 11,396 $ 7,731 Current restricted cash 550 938 Long-term restricted cash 569 718 Cash, cash equivalents and restricted cash $ 12,515 $ 9,387 Accounts Receivable, net Accounts receivable are carried at their estimated collectible amounts. Receivables are created upon shipment of an order if the credit card payment is rejected or does not match the order total. As of December 31, 2024 and 2023, accounts receivables consisted primarily of amounts due from preferred customers and associates. At December 31, 2024, 2023 and 2022, the Company's accounts receivable balances (net of allowance) were less than $0.1 million, $ 0.1 million and $ 0.2 million, respectively. In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), the Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. Expected loss estimates are determined utilizing an aging schedule. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. At December 31, 2024 and 2023, the Company held an allowance for credit losses of $ 0.9 million and $ 1.3 million, respectively. F-11 December 31, 2024 December 31, 2023 Allowance for credit losses at beginning of period $ 1,278 $ 973 (Reversal) provision in current period ( 312 ) 519 Accounts charged off against the allowance ( 31 ) ( 214 ) Allowance for credit losses at end of period $ 935 $ 1,278 Inventories Inventories consist of raw materials, finished goods, and promotional materials that are stated at the lower of cost (using standard costs that approximate average costs) or net realizable value. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are reserved or written off. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets was $ 1.8 million at each of December 31, 2024 and 2023. Included in the December 31, 2024 and 2023 balances were $ 1.1 million in prepaid expenses for each year, $ 0.2 million and $ 0.3 million for prepaid deposits, and $ 0.5 million and $ 0.4 million in prepaid inventory purchases, respectively. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Expenditures for maintenance and repairs are charged to expense as incurred. The cost of property and equipment sold or otherwise retired and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reported in the accompanying consolidated statements of operations. The estimated useful lives of fixed assets are as follows: Estimated useful life Office furniture and equipment 5 to 7 years Computer hardware and software 3 to 5 years Automobiles 3 to 5 years Leasehold improvements 2 to 10 years Property and equipment are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. Other Assets At December 31, 2024 and 2023, other assets were $ 2.6 million and $ 3.8 million, respectively. The December 31, 2024 and 2023 balances include deposits for building leases in various locations of $ 1.1 million and $ 1.3 million, respectively. Also included in the December 31, 2024 and 2023 balances were $ 1.3 million and $ 2.2 million, respectively, representing an investment in Korea Mutual Aid Cooperative and Consumer (“KMACC”), an organization established by the Republic of Korea’s Fair Trade Commission’s approval to compensate and protect consumers who participate in network marketing activities from damages. Other assets at each of December 31, 2024 and 2023 also include $ 0.2 million of indefinite lived intangible assets relating to the Manapol ® powder trademark. Other Long-Term Liabilities Other long-term liabilities was $ 1.4 million at each of December 31, 2024 and 2023. Certain operating leases for the Company’s regional office facilities contain a restoration clause that requires the Company to restore the premises to its original condition. At December 31, 2024 and 2023 , accrued restoration costs related to these leases amounted to $ 0.3 million and $ 0.4 million, respectively . A s of December 31, 2024 and 2023, government mandated severance accruals in certain international offices amounted to $ 0.9 million and $ 0.8 million, respectively. The Company also recorded a long-term liability for an estimated defined benefit obligation related to a non-U.S. defined benefit plan for its Japan operations of $ 0.2 million at each of December 31, 2024 and 2023 (see Note 9, Employee Benefit Plans ). F-12 Revenue Recognition The Company’s revenue is derived from sales of individual products and associate fees or, in certain geographic markets, starter packs. Substantially all of the Company’s product sales are made at published wholesale prices to associates and preferred customers. The Company records revenue net of any sales taxes and records a reserve for expected sales returns based on its historical experience. During the third quarter of 2024, the Company changed its shipping terms with customers such that ownership transfers upon delivery to the freight carrier, satisfying the Company's performance obligation. Previously, the Company's shipping terms were Free on Board destination, so the Company recognized revenue upon delivery of the product to the customer. The Company's deferred revenue balances related to product orders in transit were $0 at December 31, 2024 and $ 1.4 million at December 31, 2023 . The Company's remaining performance obligations related to associate fees were $ 0.1 million at both December 31, 2024 and 2023. These amounts are included in Deferred Revenue on the accompanying Consolidated Balance Sheets. Orders placed by associates or preferred customers constitute our contracts with customers. Product sales placed in the form of an automatic order contain two performance obligations: (a) the sale of the product and (b) the loyalty program. The Company's customer loyalty program conveys a material right to the customer to redeem loyalty points for the purchase of products. For these contracts, the Company accounts for each of these obligations separately as they are each distinct. The transaction price is allocated between the product sale and the loyalty program on a relative standalone selling price basis. Sales placed through a one-time order contain only the first performance obligation noted above - the delivery of the product. Payments are made immediately through credit card upon purchase of the products. The Company provides associates with access to a complimentary three-month package for the Success Tracker TM and Mannatech+ online business tools with the first payment of an associate fee. The first payment of an associate fee contains three performance obligations: (a) the associate fee, whereby the Company provides an associate with the right to earn commissions, bonuses and incentives for a year, (b) three months of complimentary access to utilize the Success Tracker™ online tool and (c) three months of complimentary access to utilize the Mannatech+ online business tool. The transaction price is allocated between the three performance obligations on a relative standalone selling price basis and revenue is recognized over the period that access to the tool is active. Associates do not have complimentary access to online business tools after the first contractual period. With regard to both of the aforementioned contracts, the Company determines the standalone selling prices by using observable inputs which includes the Company’s standard published price lists. Our sales mix for the years ended December 31, was as follows (in millions, except percentages) : 2024 Percentage 2023 Percentage Product sales $ 112.3 95.2 % $ 125.3 95.0 % Pack sales and associate fees 4.1 3.5 % 5.6 4.2 % Other 1.5 1.3 % 1.1 0.8 % Total consolidated net sales $ 117.9 100.0 % $ 132.0 100.0 % Deferred Commissions The Company defers commissions on (i) the sales of products shipped but not received by customers by the end of the respective period (up to the change in shipping terms with the customers) and (ii) the loyalty program. Deferred commissions are incremental costs and are charged to expense when the related revenue is recognized. Deferred commissions were $ 1.3 million and $ 2.1 million at December 31, 2024 and 2023, respectively. Deferred Revenue The Company defers certain components of its revenue. Deferred revenue consisted of: (i) sales of products shipped but not received by the customers by the end of the respective period (up to the change in shipping terms with customers); (ii) revenue from the loyalty program; (iii) prepaid registration fees from customers planning to attend a future corporate-sponsored event; and (iv) prepaid annual associate fees. During the third quarter of 2024, the Company changed its shipping terms with customers such that ownership transfers upon delivery to the freight carrier. Previously, to defer product sales that had not been received by customers, the Company estimated order delivery dates using weighted averages of historical delivery data collected from its freight carriers. The Company's deferred revenue balances related to product sales that have not been received by customers was $0 at December 31, 2024. At December 31, 2024 and 2023, the Company’s deferred revenue was $ 3.0 million and $ 4.8 million, respectively. The deferred revenue amount of $ 3.0 million as of December 31, 2024 will be recognized as revenue for the year ending December 31, 2025. The deferred revenue amount of $ 4.8 million as of December 31, 2023 was recognized as revenue for the year ended December 31, 2024. The deferred revenue amount of $ 5.1 million as of December 31, 2022 was recognized as revenue for the year ended December 31, 2023. F-13 The Company's customer loyalty program conveys a material right to the customer as it p rovides the promise to redeem loyalty points for the purchase of products, which is based on earning points through placing consecutive qualified orders. The Company factors in breakage rates, which is the percentage of the loyalty points that are expected to be forfeited or expire, for purposes of revenue recognition. Breakage rates are estimated based on historical data and can be reasonably and objectively determined. The deferred revenue associated with the loyalty program at December 31, 2024 and 2023 was $ 2.9 million and $ 3.2 million, respectively, as follows: Loyalty program (in thousands) 2024 2023 Loyalty deferred revenue as of January 1, $ 3,242 $ 4,167 Loyalty points forfeited or expired ( 2,921 ) ( 4,042 ) Loyalty points used ( 9,193 ) ( 9,416 ) Loyalty points vested 11,211 11,658 Loyalty points unvested 582 875 Loyalty deferred revenue as of December 31, $ 2,921 $ 3,242 Sales Refund and Allowances The Company utilizes the expected value method to estimate the sales returns and allowance liability by taking the weighted average of the sales return rates over a rolling six-month period. The Company allocates the total amount recorded within the sales return and allowance liability as a reduction of the overall transaction price for the Company’s product sales. The Company deems the sales refund and allowance liability to be a variable consideration. Historically, sales returns have not materially changed through the years, as the majority of our customers who return their merchandise do so within the first 90 days after the original sale. Sales returns have historically averaged 0.5 % or less of our gross sales. At December 31, 2024 and 2023, our sales return reserve, which is a component of Accrued expenses, consisted of the following (in thousands) : 2024 2023 Sales returns reserve as of January 1, $ 41 $ 59 Provision in current period 788 788 Returns charged off against the reserve ( 773 ) ( 806 ) Sales returns reserve as of December 31, $ 56 $ 41 Shipping and Handling Costs The Company records inbound freight as a component of inventory and cost of sales. The Company records freight and shipping fees collected from its customers as fulfillment costs. Freight and shipping fees are accounted for as activities to fulfill the promise to transfer the product to the customer, not deemed to be separate performance obligations. Commission and Incentive Expenses Associates earn commissions and incentives based on their direct and indirect commissionable net sales over each month of the fiscal year. The Company accrues commissions and incentives when earned by associates and pays commissions on product and pack sales on a monthly basis. Advertising Expense The Company expenses advertising and promotions in selling and administrative expenses when incurred. Advertising and promotional expenses were $ 2.5 million and $ 4.1 million for the years ended December 31, 2024 and 2023, respectively. Educational and promotional items are sold to associates to assist in their sales efforts and are included in inventories and charged to cost of sales when sold. Advertising and promotional expenses are included in selling and administrative expenses in the consolidated statements of operations. Research and Development Expenses The Company expenses research and development expenses as incurred. Research and development expenses related to new product development, enhancement of existing products, clinical studies and trials, Food and Drug Administration compliance studies, general supplies, internal salaries, third-party contractors, and consulting fees were approximately $ 0.7 F-14 million and $ 0.8 million for the years ended December 31, 2024 and 2023, respectively. Salaries, contract labor and all other research and development costs are included in selling and administrative expenses in the consolidated statements of operations. Stock-Based Compensation The Company currently has one active stock-based compensation plan, the Mannatech, Incorporated 2017 Stock Incentive Plan, which was adopted by the Company’s Board of Directors (the "Board") on April 17, 2017 and was approved by its shareholders on June 8, 2017. The Company recognizes stock-based compensation expense over the vesting period of the options granted. See Note 11, Stock Based Compensation. S oftware Development Costs The Company capitalizes qualifying internal payroll and external contracting and consulting costs related to the development of internal use software that are incurred during the application development stage, which includes design of the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project along with post-implementation stages of internal use software are expensed as incurred. During each of the years ended December 31, 2024 and 2023, the Company capitalized $ 0.3 million of qualifying internal payroll costs, respectively. The Company amortizes such costs over the estimated useful life of the software, which is three to five years once the software is placed in service. Income Taxes The Company determines the provision for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. The Company evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation allowance for the portion of any deferred tax assets where the likelihood of realizing an income tax benefit in the future does not meet the more likely than not criterion for recognition. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likelihood of being recognized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes both interest and penalties related to uncertain tax positions as part of the income tax provision. Net income/loss, before income tax and expense, for U.S. and foreign entities is a function of the Company's transfer pricing policies, which govern the allocation of taxable income among the Company's various tax jurisdictions. The Company is also subject to transfer pricing tax regulations designed to ensure the appropriate allocation of income between our U.S. and foreign entities and that the Company is taxed accordingly. The Company is subject to audit by federal, state and foreign tax authorities and inquiries from those tax authorities regarding the amount of taxes due. Comprehensive Loss and Accumulated Other Comprehensive Loss Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company’s comprehensive loss consists of the Company’s net income (loss), foreign currency translation adjustments from its Japan, Republic of Korea, Taiwan, Denmark, Norway, Sweden, Mexico and China operations, remeasurement of intercompany balances of a long-term-investment nature from its Taiwan, Mexico and Cyprus operations, and changes in the pension obligation for its Japanese employees. In the event that a subsidiary is disposed of, the Company recognizes cumulative translation adjustments of foreign exchange directly through other income (expense) in the consolidated statements of operations. Concentration Risk A significant portion of our revenue is derived from our Ambrotose Life ® , TruHealth ™ , Ambrotose, and Optimal Support Packets products. A decline in sales value of such products could have a material adverse effect on our earnings, cash flows, and financial position Our business is not currently exposed to customer concentration risk given that no independent associate has ever accounted for more than 10% of our consolidated net sales. The Company maintains supply agreements with its suppliers and manufacturers. Some of the supply agreements contain exclusivity clauses and/or minimum annual purchase requirements. Failure to satisfy minimum purchase requirements could result in the loss of exclusivity. During the year ended December 31, 2024, the Company purchased finished goods from three suppliers that accounted for 54.6% of the year's cost of sales. During the year ended December 31, 2023, the Company purchased finished goods from three suppliers that accounted for 52.5% of the year's cost of sales. The Company maintains other supply and manufacturing agreements to minimize exposure to supplier risk. F-15 Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, receivables, and restricted cash. The Company utilizes financial institutions that the Company considers to be of high credit quality and periodically evaluates the credit rating of such institutions and the allocation of their investments to minimize exposure to credit concentration risk. Fair Value of Financial Instruments The fair value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, time deposits, money market investments, receivables, payables, and accrued expenses, approximate their carrying values due to their relatively short maturities. See Note 2 to our Consolidated Financial Statements, Fair Value , for more information. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update enhances the current segment disclosure requirements by introducing additional disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. The Company adopted ASU 2023-07 effective for our fiscal year beginning January 1, 2024. The adoption of ASU 2023-07 resulted in expanded segment disclosures for the Company. Accounting Pronouncements Issued But Not Yet Effective Income Tax Reporting (ASU 2023-09) — Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASC 2023-09”). In December 2023, the FASB issued accounting guidance to expand the annual disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. This guidance is effective January 1, 2025, with early adoption permitted. This guidance can be applied prospectively or retrospectively. The Company is currently evaluating the disclosure impacts of ASU 2023-09 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls. Income Statement Expenses (ASU 2024-03) — Income Statement (Subtopic 220-40) - Reporting Comprehensive Income - Expense Disaggregation Disclosures. In November 2024, the FASB issued accounting guidance which is intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 becomes effective January 1, 2027. The Company is currently evaluating the disclosure impacts of ASU 2024-03 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls. F-16 NOTE 2: FAIR VALUE The Company utilizes fair value measurements to record fair value adjustments to certain financial assets and to determine fair value disclosures. Fair Value Measurements and Disclosure (Topic 820) of the FASB establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories: • Level 1—Quoted unadjusted prices for identical instruments in active markets. • Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets. • Level 3—Model derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by the Company. The primary objective of the Company’s investment activities is to preserve principal while maximizing yields without significantly increasing risk. The investment instruments held by the Company are money market funds and interest bearing deposits for which quoted market prices are readily available. The Company considers these highly liquid investments to be cash equivalents. These investments are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company does not have any material financial liabilities that were required to be measured at fair value on a recurring basis at December 31, 2024 and 2023 . As of December 31, 2024 and 2023, the carrying amount of the financial instruments such as cash and cash equivalents (excluding money market funds disclosed in the tables below), restricted cash, long-term restricted cash and accounts payable approximate their fair value due to the short-term nature and the market rates of interest of these instruments. As such, these instruments are classified as Level 1. The table below present the recorded amount of financial assets measured at fair value (in thousands) on a recurring basis as of December 31, 2024 and 2023: 2024 Level 1 Level 2 Level 3 Total Assets Money Market Funds (included in Cash and cash equivalents) $ 4,005 $ — $ — $ 4,005 2023 Level 1 Level 2 Level 3 Total Assets Money Market Funds (included in Cash and cash equivalents) $ 2,310 $ — $ — $ 2,310 The following table below present the carrying amount and estimated fair value of financial instruments as of December 31, 2024 and 2023, (in thousands) that are not measured at fair value : December 31, 2024 December 31, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Investment in KMACC (included in Other assets) $ 1,255 $ 1,255 $ 1,423 $ 1,423 Long-term notes payable $ 2,900 $ 2,813 $ — $ — As of December 31, 2024 and 2023 , the Company valued its investment in KMACC based on the initial investment amount in accordance with ASC 321. The Company determined that the investment was not impaired as of that date. Since these securities are not actively traded, the Company will apply valuation adjustments if and when relevant indicators become available. Consequently, these securities are carried at cost and are classified as Level 3 within the fair value hierarchy. F-17 The carrying value of long-term notes payable approximates fair value and the fair value measurement is based on unobservable inputs, and as such, is classified as Level 3. F-18 NOTE 3: INVENTORIES Inventories consist of raw materials, finished goods, and promotional materials. The Company provides an allowance for any slow-moving or obsolete inventories. The allowance for slow-moving and inventory obsolescence was $ 0.6 million and $0.4 million at December 31, 2024 and 2023, respectively. Inventories as of December 31, 2024 and 2023, consisted of the following (in thousands) : 2024 2023 Raw materials $ 4,438 $ 5,104 Finished goods and promotional materials 5,967 9,431 Total inventory, net $ 10,405 $ 14,535 NOTE 4: PROPERTY AND EQUIPMENT As of December 31, 2024 and 2023, construction in progress was $ 0.2 million and $ 0.2 million, respectively, which is primarily comprised of back-office software projects with service dates that are currently indeterminable. As of December 31, 2024 and 2023, property and equipment consisted of the following (in thousands) : 2024 2023 Office furniture and equipment $ 2,014 $ 2,116 Computer hardware 3,020 3,160 Computer software 46,253 46,095 Automobiles 81 110 Leasehold improvements 3,297 3,867 Right of use Assets- finance leases 952 1,236 55,617 56,584 Less accumulated depreciation and amortization ( 52,910 ) ( 52,631 ) Property and equipment, net 2,707 3,953 Construction in progress 151 194 Total $ 2,858 $ 4,147 For the years ended December 31, 2024 and 2023, depreciation and amortization expense was $ 1.5 million and $ 1.6 million, respectively. NOTE 5: LEASES The Company has entered into contractual lease arrangements to rent office space and equipment from third-party lessors and accounts for leases in accordance with ASC Topic 842. Right of use assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make future lease payments arising from the lease. Operating lease liabilities and finance lease liabilities with terms greater than 12 months are recorded at the present value of the lease payments at the commencement date. The related right of use assets are recorded on the same date at the amount of the initial liability, adjusted for incentives received, prepayments made to the lessor, and any initial direct costs incurred, as applicable. The Company uses the discount rate implicit in the lease when it is readily determinable. When it is not readily available, future lease payments are discounted using the incremental borrowing rate available to the Company. The incremental borrowing rate is the rate available to the Company for a fully collateralized, fully amortizing loan with the same term as the lease. Lease components, such as office space, are accounted for separately from the non-lease components, such as maintenance fees. Certain of the Company's leases may also include rent escalation clauses or options to extend or terminate the lease. These options are included in the present value recorded for the leases when it is reasonably certain that the Company will exercise that option. None of the Company’s current leases contain guarantees of residual value. Leases with an initial term of 12 months or less are considered short term and are not recorded on the balance sheet. The Company recognizes a lease expense for short term leases on a straight-line basis over the lease term. F-19 Generally, the Company’s operating leases relate to office space used in Mannatech’s operations, including its headquarters in Flower Mound, Texas and office space in international locations in which the Company does business. As of December 31, 2024 and 2023, all of the Company’s finance leases pertain to certain equipment used in the business. On March 10, 2023, the Company entered into a five-year agreement to sublease 10,000 rentable square feet of the Company's leased office space in Flower Mound, Texas to a subtenant. There was no modification or impairment by entering into the sublease agreement because the Company was not released from its obligations under the head lease. The Company earned $0.1 million sublease revenue for each of the years ended December 31, 2024 and 2023, which is presented as a component of net sales on the Company's Consolidated Statements of Operations. The Company has made a policy election in accordance with ASC 842-10-15-39A to exclude from consideration taxes that are assessed on and collected from the sublessee. As of December 31, 2024 and 2023, our right-of-use assets and lease liabilities balances, net of accumulated amortization, were as follows (in thousands): Leases Classification December 31, 2024 December 31, 2023 Right-of-use assets Operating leases Operating lease right-of-use assets $ 2,094 $ 3,315 Finance leases Property and equipment, net 961 1,236 Total right-of-use assets $ 3,055 $ 4,551 Current portion of lease liabilities Operating leases Current portion of operating leases $ 1,178 $ 1,660 Finance leases Current portion of finance leases 275 269 Long-term portion of lease liabilities Operating leases Operating lease liabilities, excluding current portion 1,576 2,582 Finance leases Finance leases, excluding current portion 680 956 Total lease liabilities $ 3,709 $ 5,467 Operating lease costs are recognized on a straight-line basis over the lease term. Finance lease costs are composed of the amortization of the right of use asset and the amounts recorded as interest. For the years ended December 31, 2024 and 2023, we incurred the following lease costs related to our operating and finance leases (in thousands): Lease Cost Classification 2024 2023 Operating leases Operating lease costs Selling and administrative expenses $ 1,714 $ 1,910 Short term lease costs Selling and administrative expenses 183 232 Finance leases Amortization of leased assets Depreciation and amortization 271 252 Interest on lease liabilities Interest (expense) income 69 65 Total lease cost $ 2,237 $ 2,459 For the years ended December 31, 2024 and 2023, cash paid for amounts included in the measurement of lease liabilities included (in thousands): 2024 2023 Operating cash flows from operating leases $ 1,358 $ 1,948 Financing cash flows from finance leases $ 337 $ 211 F-20 As of December 31, 2024 and 2023 the Company's lease terms and discount rates were: 2024 2023 Operating leases Weighted-average remaining lease term (years) 2.77 3.33 Weighted-average discount rate 5.34 % 4.61 % Finance leases Weighted-average remaining lease term (years) 3.21 4.18 Weighted-average discount rate 6.45 % 6.46 % As of December 31, 2024 future minimum lease payments were as follows (in thousands): December 31, 2024 Maturity of lease liabilities Operating Leases Finance Leases Sublease Income 2025 1,283 327 ( 132 ) 2026 759 327 ( 132 ) 2027 648 315 ( 132 ) 2028 268 90 ( 55 ) Thereafter — — — Total future minimum lease payments $ 2,958 $ 1,059 $ ( 451 ) Imputed interest ( 204 ) ( 103 ) — Present value of minimum lease payments $ 2,754 $ 956 $ ( 451 ) NOTE 6: ACCRUED EXPENSES As of December 31, 2024 and 2023, accrued expenses consisted of the following (in thousands) : 2024 2023 Accrued compensation $ 1,320 $ 1,707 Accrued legal and accounting fees 823 865 Customer deposits and sales returns 480 515 Other accrued operating expenses 530 507 Accrued shipping and handling costs 306 291 Accrued sales and other taxes 157 201 Accrued travel expenses related to corporate events 127 131 Accrued inventory purchases 45 861 Accrued royalties 39 38 Accrued rent expense 5 3 $ 3,832 $ 5,119 F-21 NOTE 7: INCOME TAXES The components of the Company’s income (loss) before income taxes are attributable to the following jurisdictions for the years ended December 31 (in thousands) : 2024 2023 United States $ 1 $ ( 5,378 ) Foreign 3,739 4,248 Income (loss) before income taxes $ 3,740 $ ( 1,130 ) The components of the Company’s income tax provision (benefit) for the years ended December 31 (in thousands) : Current provision (benefit): 2024 2023 Federal $ 158 $ 180 State 11 15 Foreign 1,240 793 1,409 988 Deferred provision (benefit): Federal — ( 2 ) State ( 47 ) 10 Foreign ( 112 ) 113 ( 159 ) 121 $ 1,250 $ 1,109 For the years ended December 31, 2024 and 2023, the Company’s effective tax rate was 33.4 % and ( 98.1 )%, respectively. The Company's effective tax rate for the years ended December 31, 2024 and 2023, differed from the statutory rate due to a mix of earnings across jurisdictions and the associated valuation allowance recorded on losses in certain jurisdictions. A reconciliation of the Company’s effective income tax rate and the United States federal statutory income tax rate is summarized as follows, for the years ended December 31: 2024 2023 Federal statutory income taxes 21.0 % 21.0 % State income taxes, net of federal benefit 0.2 6.3 Difference in foreign and United States tax on foreign operations 2.2 ( 0.7 ) Permanent Difference 8.3 — Effect of changes in valuation allowance ( 80.5 ) ( 46.4 ) Prior year Adj / Deferred Adj 1.0 — State deferred tax ( 5.6 ) — Global Intangible Low Taxed Income (GILTI) (1) — ( 16.1 ) Credits generated — 7.9 Changes in FTC 82.2 — Foreign charitable contributions — ( 4.6 ) Return to provision adjustments — 1.4 Meals and entertainment — ( 12.8 ) Withholding taxes 4.3 ( 16.0 ) Expiration of tax attribute — ( 38.5 ) Other 0.3 0.4 33.4 % ( 98.1 ) % F-22 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consisted of the following at December 31 (in thousands) : Deferred tax assets: 2024 2023 Deferred revenue $ 238 $ 277 Inventory 287 266 Accrued expenses 1,683 1,379 Net operating loss (1) 4,668 4,634 Equity compensation 290 249 Foreign tax credit carryover 213 3,301 Lease liability 725 1,033 Capitalized research & development 1,100 1,058 Unrealized foreign exchange gains and losses 53 410 Other 759 1,090 Total deferred tax assets $ 10,016 $ 13,697 Valuation allowance ( 6,862 ) ( 10,296 ) Total deferred tax assets, net of valuation allowance $ 3,154 $ 3,401 Deferred tax liabilities: Prepaid expenses 281 202 Deferred commissions 364 446 Lease assets 684 978 Fixed assets 55 164 Total deferred tax liabilities $ 1,384 $ 1,790 Total net deferred tax asset $ 1,770 $ 1,611 (1) The Company’s net operating loss will expire as follows (dollar amounts in thousands): Jurisdiction Gross NOL Tax Effected NOL Expiration Years Cyprus 1,377 172 2025-2028 Mexico 6,112 1,833 2025-2029 Switzerland 5,427 425 2024-2030 United States - Federal 3,045 640 Indefinite United States - State 15,232 1,056 2025-Indefinite Other - Foreign 2,633 542 Indefinite We have U.S. foreign tax credit carryforwards of $ 0.2 million as of December 31, 2024. The Company maintains a valuation allowance of $ 0.2 million against its foreign tax credit carryforwards. At December 31, 2024 and 2023, the Company’s valuation allowance was $ 6.9 million and $ 10.3 million, respectively. The net change in the valuation allowance for the years ended December 31, 2024 and 2023 was a decrease of $ 3.4 million and an increase of $ 0.5 million, respectively. The provisions of ASC Topic 740 require a company to record a valuation allowance when the “more likely than not” criterion for realizing a deferred tax asset cannot be met. A company is to use judgment in reviewing both positive and negative evidence of realizing a deferred tax asset. Furthermore, the weight given to the potential effect of such evidence is commensurate with the extent the evidence can be objectively verified. The valuation allowance against the Company's deferred tax assets consisted of the following at December 31 ( in millions): F-23 Country 2024 2023 Cyprus $ 0.2 $ 0.2 Mexico 1.8 1.8 Norway 0.1 0.1 South Africa — 0.2 Switzerland 0.3 0.3 Taiwan — 0.4 Gibraltar 0.1 — Thailand 0.1 — United States 4.3 7.3 Total $ 6.9 $ 10.3 As of December 31, 2024 and 2023, the Company had no unrecognized tax benefits. The Company recognizes interest and/or penalties related to uncertain tax positions in current income tax expense. As of December 31, 2024 and 2023, the Company had no accrued interest and penalties in the consolidated balance sheet or the consolidated statement of operations. The Company is subject to examination by taxing authorities in the United States and various state and foreign jurisdictions. As of December 31, 2024, the tax years that remained subject to examination by a major tax jurisdiction for the Company’s most significant subsidiaries were as follows: Jurisdiction Open Years China 2019-2023 Japan 2019-2023 Republic of Korea 2019-2023 Switzerland 2020-2023 United States 2021-2023 F-24 NOTE 8: TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES The Company issued an unsecured notes payable with an aggregate amount of $3.6 million to certain members of the Company's Board of Directors. See Note 10, NOTES PAYABLE, for more information The Company made cash donations of $ 0.4 million and $ 0.5 million to the M5M Foundation for the years ended December 31, 2024 and 2023, respectively. The M5M Foundation is a 501(c)(3) charitable organization that works to combat the epidemic of childhood malnutrition on a global scale. Several of the Company’s directors and officers and their family members serve on the board of the M5M Foundation, including: • Al Bala, the Company's CEO (until his retirement effective April 1, 2024) • Landen Fredrick, the Company's Chief Executive Officer and son of J. Stanley Fredrick, the Company’s Chairman of the Board and a major shareholder. • Lorrie Jobe, daughter of Larry Jobe, a Director and Chair of the Audit Committee of the Board of Directors. Effective April 1, 2024, Landen Fredrick was named Chief Executive Officer. We paid employment compensation of approximately $ 330,000 for each of the years ended December 31, 2024 and 2023, for salary, bonus, auto allowance, and other compensation to Landen Fredrick. Mr. Fredrick also participated in the employee health care benefit plans available to all employees of the Company. Landen Fredrick also serves as Chairman of the Board of the M5M Foundation. Mr. Kevin Robbins is a member of the Company's Board of Directors, serving as the Chair of the Science and Marketing Committee, and is also an independent associate, holding a position in the Company's associate global downline network marketing system. He also received compensation for consulting on the associate commission plan in the past, but did not receive any compensation for consulting on the plan during the years ended December 31, 2024 and 2023. In addition, several of Mr. Robbins’ family members are independent associates. The Company pays commissions and incentives to its independent associates and, during 2024 and 2023, the Company paid aggregate commissions and incentives to Mr. Robbins and his family of approximately $ 1.9 million and $ 2.0 million, respectively. Included in these amounts, the Company paid Mr. Robbins approximately $ 0.2 million in each of 2024 and 2023. The amount of commission and incentives paid in 2024 and 2023 to Mr. Robbins' father, Ray Robbins, who holds positions in the Company's associate global downline network marketing system was approximately $ 1.7 million and $ 1.8 million, respectively. All commissions and incentives paid to Mr. Robbins and his family members are in accordance with the Company’s global associate career and compensation plan. Johanna Bala, the wife of Al Bala, the Company’s former Chief Executive Officer, is an independent associate who earns commissions and incentives. The aggregate amount of commission and incentives paid to Johanna Bala was less than $ 0.1 million for the period January 1, 2024 to March 31, 2024 and $0.1 million in 2023. The Company paid less than $0.1 million of commissions and incentives to other members of Al Bala's family for the period January 1, 2024 to March 31, 2024 and in 2023. As of April 1, 2024, Al Bala is no longer a related party. All commissions and incentives paid to Al Bala's family members are in accordance with the Company’s global associate career and compensation plan. F-25 NOTE 9: EMPLOYEE BENEFIT PLANS Employee Retirement Plan Effective May 9, 1997, the Company adopted a Defined Contribution 401(k) and Profit Sharing Plan (the “401(k) Plan”) for its United States and Canada employees. The 401(k) Plan covers all regular full-time and part-time employees who have completed three months of service and attained the age of twenty-one. United States employees can contribute up to 100 percent of their annual compensation but are limited to the maximum annual dollar amount allowable under the Internal Revenue Code. The 401(k) Plan permits matching and discretionary employer contributions. The Company’s matching contributions for its United States and Canada employees vest ratably over a five -year period. During each of the years ended December 31, 2024 and 2023, the Company contributed approximately $ 0.2 million to the 401(k) Plan for matching contributions, respectively. The Company also sponsors a non-U.S. defined benefit plan covering its employees in its Japan subsidiary (the “Benefit Plan”). Benefits under the Benefit Plan are based on a point system for position grade and years of service. The Company utilizes actuarial methods. Inherent in the application of these actuarial methods are key assumptions, including, but not limited to, discount rates and expected long-term rates of return on plan assets. Changes in the related Benefit Plan costs may occur in the future due to changes in the underlying assumptions, changes in the number and composition of plan participants, and changes in the level of benefits provided. The Company uses a measurement date of December 31 to evaluate and record any post-retirement benefits related to the Benefit Plan. Projected Benefit Obligation and Fair Value of Plan Assets The Benefit Plan’s projected benefit obligation and valuation of plan assets were as follows for the years ended December 31 (in thousands) : Projected benefit obligation: 2024 2023 Balance, beginning of year $ 213 $ 220 Service cost 29 35 Interest cost 2 1 Liability (gain) loss ( 10 ) ( 18 ) Benefits paid to participants — ( 10 ) Foreign currency ( 23 ) ( 15 ) Balance, end of year $ 211 $ 213 Plan assets: 2024 2023 Fair value, beginning of year $ — $ — Company contributions — 10 Benefits paid to participants — ( 10 ) Fair value, end of year $ — $ — Funded status of the Benefit Plan as of December 31 (in thousands) : 2024 2023 Benefit obligation $ ( 211 ) $ ( 213 ) Fair value of plan assets — — Excess of benefit obligation over fair value of plan assets $ ( 211 ) $ ( 213 ) Amounts recognized in the accompanying Consolidated Balance Sheets consist of, as of December 31 (in thousands) : 2024 2023 Accrued benefit liability $ ( 211 ) $ ( 213 ) Transition obligation and unrealized gain ( 60 ) ( 64 ) Net amount recognized in the consolidated balance sheets $ ( 271 ) $ ( 277 ) F-26 Years Ended December 31, Other changes recognized in comprehensive income (in thousands): 2024 2023 Net periodic cost $ 23 $ ( 3 ) Current year actuarial gain ( 10 ) ( 18 ) Amortization of transition obligation — — Total recognized in other comprehensive loss ( 10 ) ( 18 ) Total recognized in comprehensive (loss) income $ 13 $ ( 21 ) Years Ended December 31, Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive gain (in thousands) : 2024 2023 Transition obligation $ 50 $ 43 Prior service cost — 3 Net actuarial gain 10 18 Total recognized in accumulated other comprehensive gain $ 60 $ 64 As of December 31, Amounts included in Accumulated Other Comprehensive Income (Loss) (in thousands) : 2024 2023 Net actuarial gain $ 678 $ 675 Deferred tax provision $ ( 264 ) $ ( 263 ) Net cumulative amount included in accumulated other comprehensive income (loss) $ 414 $ 412 Estimated amounts of amortized transition obligation (in thousands): 2024 2023 Transition obligation $ — $ — As of December 31, Aggregate Benefit Plan information and accumulated benefit obligation in excess of plan assets (in thousands): 2024 2023 Projected benefit obligation $ 211 $ 213 Accumulated benefit obligation 211 213 Fair value of plan assets — — The weighted-average assumptions to determine the benefit obligation and net cost are as follows: 2024 2023 Discount rate 1.10 % 0.90 % Rate of increase in compensation levels — — F-27 Components of Expense Service Cost for the Benefit Plan is included within selling and administrative expenses in the statement of operations and all other items noted in the table below (Interest Cost, Amortization of Transition Obligation, Loss and Prior Service Cost) are included within other (expense), net. Pension costs, which are included within Consolidated Statement of Operations are detailed below for the years ended December 31 (in thousands) : 2024 2023 Service cost $ 29 $ 35 Interest cost 2 1 Amortization of transition obligation — — Loss ( 5 ) ( 5 ) Prior service cost ( 3 ) ( 34 ) Total pension expense (benefit) $ 23 $ ( 3 ) Estimated Benefits and Contributions The Company expects to contribute approximately $ 31,000 to the Benefit Plan in 2025. As of December 31, 2024, benefits expected to be paid by the Benefit Plan for the next ten years is approximately as follows (in thousands) : 2025 $ 31 2026 22 2027 25 2028 29 2029 44 Next five years 129 Total expected benefits to be paid $ 280 NOTE 10: NOTES PAYABLE Notes payable were $ 3.0 million and $ 0.2 million as of December 31, 2024 and December 31, 2023, respectively. The current portion was $ 0.1 million and $ 0.2 million at December 31, 2024 and 2023, respectively, as a result of insurance financing arrangements. The notes are fully amortizing and payments are made monthly, according to the terms of the agreements which have a weighted average effective interest rate of 11.0 % and 10.8 % at December 31, 2024 and 2023, respectively. Subsequent to the year ended December 31, 2024, the note reached maturity and was paid in full on February 1, 2025. The long-term portion of notes payable relates to three unsecured notes, described below. The long-term portion of notes payable was $ 2.9 million as of December 31, 2024. There were no unsecured notes at December 31, 2023. On April 23, 2024, the Company issued an unsecured note payable to Jade Capital in the amount of $ 2.5 million. The note bears interest at 16% per annum and requires quarterly interest payments beginning June 30, 2024. The note is due in full on September 30, 2026. The Company has the right to prepay all or a portion of the Promissory Note at any time without premium or penalty. Tyler Rameson is an independent member of Mannatech's Board of Directors, and is the managing member of Jade Capital. As of December 31, 2024, there was no current portion and the long-term portion of the balance was $ 2.0 million. On April 23, 2024, the Company issued an unsecured note payable to J. Stanley Fredrick in the amount of $ 1.0 million. The note bears interest at 16% per annum and requires quarterly interest payments beginning June 30, 2024. The note is due in full on September 30, 2026. The Company has the right to prepay all or a portion of the Promissory Note at any time without premium or penalty. Mr. Fredrick is the Chairman of Mannatech's Board of Directors. As of December 31, 2024, there was no current portion and the long-term portion of the balance was $ 0.8 million. On April 23, 2024, the Company issued an unsecured note payable to Kevin Robbins in the amount of $ 0.1 million. The note bears interest at 16% per annum and requires quarterly interest payments beginning June 30, 2024. The note is due in full on September 30, 2026. The Company has the right to prepay all or a portion of the Promissory Note at any time without premium or penalty. Mr. Robbins is a member of Mannatech's Board of Directors. As of December 31, 2024, there was no current portion and the long-term portion of the balance was $ 0.1 million. F-28 As of December 31, 2024, the Company's future principal payments on notes payable were as follows (in thousands): Principal Payments 2025 2026 Thereafter Total Insurance Financing Notes $ 84 $ — $ — $ 84 Jade Capital Note — 2,014 — 2,014 J.S. Fredrick Note — 806 — 806 K. Robbins Note — 80 — 80 Total $ 84 $ 2,900 $ — $ 2,984 NOTE 11: STOCK BASED COMPENSATION Stock Option Plan The Company currently has one active stock-based compensation plan, the 2017 Plan, which was adopted by the Company’s Board of Directors on April 17, 2017 and was approved by its shareholders on June 8, 2017, and subsequently amended by the Board in February 2019, which was approved by the Company's shareholders on June 11, 2019. The Board has reserved a maximum of 370,000 shares of our common stock that may be issued under the 2017 Plan (subject to adjustments for stock splits, stock dividends or other changes in corporate capitalization). As of December 31, 2024, the Company had a total of 120,304 shares available for grant under the 2017 Plan, which expires on April 16, 2027. The 2017 Plan provides for grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and performance stock units to our employees, board members, and consultants. However, only employees of the Company and its corporate subsidiaries are eligible to receive incentive stock options. The exercise price per share for all stock options will be no less than the market value of a share of common stock on the date of grant. Any incentive stock option granted to an employee owning more than 10 % of our common stock will have an exercise price of no less than 110 % of our common stock’s market value on the grant date. The majority of stock options vest over two or three years, and generally are granted with a term of ten years, or five years in the case of an incentive option granted to an employee who owns more than 10 % of our common stock. The Company is required to measure and recognize compensation expense related to any outstanding and unvested stock options in its consolidated financial statements using a fair-value based option-pricing model. The Company records stock-based compensation expense related to granting stock options in selling and administrative expenses. The fair value of the stock option award is calculated using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires us to apply judgment and use subjective assumptions about expected dividend yields, risk-free interest rates, price volatility related to the underlying shares, and the expected stock option life, including forfeitures. The following assumptions were used to calculate the fair value of stock options granted each year: 2024 2023 Dividend yield: 0.0 % 6.4 % Risk-free interest rate: 4.3 - 4.5 % 4.0 % Expected market price volatility: 64.2 - 70.2 % 66.5 % Weighted average expected life of stock options: 4.5 years 4.5 years The computation of the expected volatility assumption used in the Black-Scholes calculations for new grants is based on historical volatility of the Company’s stock. The expected life assumptions are based on the Company’s historical employee exercise and forfeiture behavior. During 2024 and 2023, the Company issued 0 and 2,000 treasury shares upon the exercise of options and granted 16,167 and 5,000 new options to management and members of the Board, respectively. Options exercised during the years ending December 31, 2024 and 2023 had a total intrinsic value, calculated as the difference between the exercise date stock price and the exercise price, $ 0 and less than $ 0.1 million, respectively. F-29 The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2024 and 2023 was $ 4.48 and $ 4.32 per share, respectively. The total fair value of options vested during each of the years ended December 31, 2024 and 2023 was $ 0.1 million. A summary of changes in stock options outstanding during the year ended December 31, 2024, is as follows: 2024 Number of Options (in thousands) Weighted average exercise price Weighted average remaining contractual life (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 235 $ 17.73 Granted 16 7.70 Expired ( 101 ) 16.94 Outstanding at end of year 150 $ 17.19 4.26 $ 96,815 Options exercisable at year end 139 $ 17.91 3.85 $ 39,264 Valuation and Expense Information Under FASB ASC Topic 718 Compensation – Stock Compensation On March 11, 2024, the Company issued a grant of 8,187 restricted stock units (“RSUs”) of our common stock to our Chief Executive Officer. Under the terms of the stock grant, the grant is available for 18 months and will not vest until Mannatech's stock price averages $15.00 per share (i.e., the volume weighted price) for 60 consecutive days. If the contingency is not met within the 18-month period, the grant will lapse and will not be awarded. The Company is required to measure and recognize compensation expense related to the grant in its consolidated financial statements using a fair-value based model. The Company has determined the fair value of the grant is $0.1 million. Accordingly, the Company has recognized compensation expense related to the grant of $32 thousand for the year ended December 31, 2024. A summary of changes in restricted stock units outstanding during the year ended December 31, 2024, is as follows: Number of RSUs (in thousands) Weighted average grant date fair value Outstanding at beginning of year — $ — Granted 8,187 15.00 Outstanding at end of year 8,187 $ 15.00 The Company recorded the following amounts related to the expense of the fair values of options and RSUs during the years ended December 31, 2024 and 2023 (in thousands) : 2024 2023 Total gross compensation expense $ 92 $ 43 Total tax benefit associated with compensation expense ( 12 ) ( 10 ) Total net compensation expense $ 80 $ 33 If we grant additional stock options in the future, we would be required to recognize additional compensation expense over the vesting period of such stock options in our consolidated statement of operations. F-30 As of December 31, 2024, the Company had $ 0.1 million of total unrecognized compensation expense related to stock options and RSUs currently outstanding, to be recognized in future years over a weighted-average period of 0.95 years, ending December 31, as follows (in thousands): Years ending December 31, 2025 2026 Total gross unrecognized compensation expense $ 51 $ — Equity-Based Compensation At the discretion of the Board, each director may receive a portion of their fees payable in stock grants in lieu of cash compensation. For the years ended December 31, 2024 and 2023, the Company issued a total of 24,660 and 12,808 treasury stock to the members of the Board as a part of their compensation, respectively . The stock grants to the Board were vested upon grant and the Company recognized $ 0.2 million compensation expense for each of the years 2024 and 2023 . F-31 NOTE 12: COMMITMENTS AND CONTINGENCIES Purchase Commitments The Company maintains supply agreements with its suppliers and manufacturers. In 2016, the Company entered into a four-year supply agreement with a vendor to purchase an aloe vera powder in whole leaf aloe form and an aloe vera gel extract. The agreement has been amended and renews annually. As of December 31, 2024, the Company is required to purchase an aggregate of $ 1.1 million through 2025. Royalty and Consulting Agreements The Company utilizes royalty agreements with individuals and entities to provide compensation for items relating to developed products, websites and emails provided to our associates. The Company paid royalties of less than $ 0.1 million for each of the years ended December 31, 2024 and 2023. Employment Agreements The Company has non-cancelable employment agreements with certain executives. If the employment relationships with these executives were terminated, as of December 31, 2024, the Company would continue to be indebted to the executives for $ 0.5 million , payable through 2025. On March 13, 2024, the Company announced the retirement of Alfredo (Al) Bala as the Company’s Chief Executive Officer effective April 1, 2024 and the engagement of Mr. Bala as an advisor to the Company effective April 1, 2024. At December 31, 2024, the remaining balance of his severance was $ 0.3 million, payable over the next 15 months. F-32 NOTE 13: LITIGATION Litigation in General As of December 31, 2024, the Company had no open or pending litigation and no legal reserve was deemed necessary at December 31, 2024. The Company has incurred several claims in the normal course of business. The Company believes such claims can be resolved without any material adverse effect on its consolidated financial position, results of operations, or cash flows. The Company maintains certain liability insurance; however, certain costs of defending lawsuits are not covered by or only partially covered by its insurance policies, including claims that are below insurance deductibles. Additionally, insurance carriers could refuse to cover certain claims, in whole or in part. The Company accrues costs to defend itself from litigation as they are incurred. NOTE 14: SHAREHOLDERS’ EQUITY Preferred Stock On May 19, 1998, the Company amended its Amended and Restated Articles of Incorporation to reduce the number of authorized shares of common stock from 100.0 million to 99.0 million and the Company authorized 1.0 million shares of preferred stock with a par value of $ 0.01 per share. No shares of preferred stock have ever been issued or outstanding. Treasury Stock On June 30, 2004, the Company’s Board of Directors authorized the Company to repurchase, in the open market, the lesser of (i) 131,756 shares of its common stock and (ii) $ 1.3 million of its shares, (the “June 2004 Plan”). On August 28, 2006, the Company's Board of Directors authorized a second program permitting the Company to purchase, in the open market, up to $ 20 million of its outstanding shares (the “August 2006 Plan”). Under the June 2004 Plan and the August 2006 Plan, shares of Common Stock may be repurchased from time to time through open market transactions in compliance with applicable securities laws. The timing, manner, price and amount of any repurchases, as well as the capital resources to fund the repurchases, are determined by the Company, in its discretion, and depends on a variety of factors, including legal requirements, price and economic and market conditions. During the year ended December 31, 2024, there were no shares repurchased. During the year ended December 31, 2023, the Company repurchased 13,454 shares of its common stock, at an average price of $ 13.06 . As of December 31, 2024, there was $ 12.6 million remaining for repurchase under the August 2006 Plan, and the total value of shares repurchased in the open market under the August 2006 Plan was $ 1.5 million. The Company does not have any stock repurchase plans or programs other than the June 2004 Plan and the August 2006 Plan. As of December 31, 2024 and 2023, the Company had 858,043 and 882,703 treasury shares, respectively. Voting rights Holders of our Common Stock will vote as a single class and are entitled to one vote per share on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our Common Stock do not have cumulative voting rights in the election of directors. Preemptive or similar rights Holders of shares of our Common Stock do not have preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the Common Stock. Dividends Holders of Common Stock are entitled to receive dividends at the same rate, when, as and if declared by our Board of Directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to the rights of the holders of one or more outstanding series of our preferred stock. For the year ended December 31, 2024, no dividends were paid. For the year ended December 31, 2023, the Company paid dividends of $ 0.20 per share to holders of our Common Stock in the amount of $ 0.7 million. F-33 Accumulated Other Comprehensive Income Accumulated other comprehensive income displayed in the Consolidated Statements of Shareholders’ Equity represents the results of certain shareholders’ equity changes not reflected in the consolidated statements of operations, such as foreign currency translation and certain pension and postretirement benefit obligations. The after-tax components of accumulated other comprehensive income, are as follows (in thousands) : Foreign Currency Translation Pension Postretirement Benefit Obligation Accumulated Other Comprehensive Income (Loss), Net Balance as of December 31, 2022 $ ( 608 ) $ 400 $ ( 208 ) Current-period change before reclassifications ( 819 ) — ( 819 ) Amounts reclassified from accumulated other comprehensive income (loss) — 18 18 Income tax provision — ( 6 ) ( 6 ) Balance as of December 31, 2023 $ ( 1,427 ) $ 412 $ ( 1,015 ) Current-period change before reclassifications ( 4,653 ) — ( 4,653 ) Amounts reclassified from accumulated other comprehensive income (loss) — 3 3 Income tax provision — ( 1 ) ( 1 ) Balance as of December 31, 2024 $ ( 6,080 ) $ 414 $ ( 5,666 ) NOTE 15: EARNINGS PER SHARE The Company calculates basic Earnings per Share ("EPS") by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS also reflects the potential dilution that could occur if common stock were issued for awards outstanding under the Mannatech, Incorporated 2017 Stock Incentive Plan. In determining the potential dilutive effect of outstanding stock options for the years ended December 31, 2024 and 2023, the Company used the average common stock close price of $ 8.27 and $ 12.81 per share, respectively. For the year ended December 31, 2024, there were 1.89 million weighted-average common shares outstanding used for the basic EPS calculation. For the year ended December 31, 2024, 8,187 restricted share units was granted (see Note 11, Stock Based Compensation, for more information). These shares were excluded from the calculation of diluted EPS because the related market condition was not achieved. In addition, 143,974 shares underlying stock options were excluded from the diluted EPS calculation, as their effect would have been antidilutive. For the year ended December 31, 2023, shares of the Company's common stock subject to options were excluded from the diluted EPS calculations as their effect would have been antidilutive. The Company reported a net loss for the year ended December 31, 2023. Calculation of net EPS— basic and diluted ( in thousands, except EPS ): Years Ended December 31, 2024 2023 Net income (loss) attributable to common stockholders $ 2,490 $ ( 2,239 ) Weighted average common shares outstanding (for basic calculation) 1,885 1,866 Dilutive effect of outstanding common stock options and RSU’s — — Weighted average common and common equivalent shares outstanding 1,885 1,866 EPS - Basic $ 1.32 $ ( 1.20 ) EPS - Diluted $ 1.32 $ ( 1.20 ) F-34 NOTE 16: SEGMENT INFORMATION We operate as a direct seller in the nutritional supplement industry. The Company's sole reporting segment is one in which we sell proprietary nutritional supplements, skin care and anti-aging products, and weight-management and fitness products operating in twenty-five markets. We primarily sell our products through a network marketing distribution channel of approximately 133,000 active associates and preferred customer positions who we refer to as current associates and preferred customers. The Company's subsidiary in China, Meitai, is currently operating as a traditional retailer under a cross-border e-commerce model. Meitai cannot legally conduct a direct selling business in China unless it acquires a direct selling license in China. The Company's subsidiary, NEMO, operated an affiliate business model under the brand name, “Trulu,” in the United States. We ceased operating Trulu in July 2024. Each of our subsidiaries sells similar products and exhibits similar economic characteristics, such as selling prices, paying commissions and incentives, gross margins and operating characteristics. The Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer. The CODM regularly reviews consolidated financial information and performance used to make decisions about the Company as a whole and without distinguishing or grouping of operations based on asset type, revenue, geographic location, tenant or other factors. Accordingly, for disclosure purposes, the Company has a single reportable segment, which is reported on the Company’s consolidated financial statements. The CODM evaluates performance and allocates resources based on net income as reported in the consolidated statements of operations. Total expenditures for long-lived assets are reported on the consolidated statements of cash flows. Measure of total assets is consistent with the amounts reported on the consolidated balance sheet. The CODM reviews consolidated net income to evaluate income generated from assets (return on assets) in deciding whether to reinvest profits to grow the property portfolio or deploy income into other aspects of the Company, such as to repay debt, buy back common stock under the share repurchase program or pay dividends. We review and analyze net sales by geographical location and by products and packs on a consolidated basis. We currently sell our products in three regions: (i) the Americas (the United States, Canada and Mexico); (ii) Europe/the Middle East/Africa (“EMEA”) (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom); and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong, Thailand and China). We also ship our products to customers in the following countries: Belgium, France, Greece, Italy, Luxembourg, and Poland. Consolidated net sales shipped to customers in these regions, along with pack and product information for the years ended December 31, are as follows (in millions, except percentages) : 2024 2023 Product sales $ 112.3 $ 125.3 Pack sales and associate fees 4.1 5.6 Other 1.5 1.1 Total 117.9 132.0 Region 2024 2023 The Americas $ 39.7 33.7 % $ 42.8 32.4 % Asia/Pacific 69.0 58.5 % 79.4 60.2 % EMEA 9.2 7.8 % 9.8 7.4 % Total $ 117.9 100.0 % $ 132.0 100.0 % Long-lived assets by region, which include property and equipment and construction in progress for the Company and its subsidiaries, as of December 31, reside in the following regions, as follows (in millions) : Region 2024 2023 North America $ 2.4 $ 3.6 Asia/Pacific 0.5 0.5 EMEA — — Total $ 2.9 $ 4.1 F-35 Inventory balances by region, which consist of raw materials and finished goods, including promotional materials, and offset by obsolete inventories, for the Company and its subsidiaries, reside in the following regions as of December 31, as follows (in millions) : Region 2024 2023 North America $ 6.0 $ 8.3 Asia/Pacific 3.7 4.6 EMEA 0.7 1.6 Total $ 10.4 $ 14.5 The following table presents the Company's segment revenue, segment expenses and segment income (loss) for the years ended December 31, 2024 and 2023 ( in thousands): For the years ended December 31, 2024 2023 Net Sales $ 117,866 $ 131,955 Less: Cost of sales 26,406 29,090 Commissions and incentives 48,309 53,588 Human Resources 18,055 21,334 Distribution and warehouse 2,468 2,505 Selling and administrative expenses 19,665 24,774 Depreciation and amortization 1,534 1,628 Interest expense 475 100 Interest income ( 196 ) ( 104 ) Other (income) expense ( 2,590 ) 170 Income tax provision 1,250 1,109 Segment net income (loss) $ 2,490 $ ( 2,239 ) Reconciliation of profit or loss Adjustments and reconciling items — — Consolidated net income (loss) $ 2,490 $ ( 2,239 ) NOTE 17: SUBSEQUENT EVENTS Notes Payable Subsequent to the year ended December 31, 2024, the current portion of notes payable related to insurance financing arrangements reached maturity and was paid in full on February 1, 2025. F-36 Exhibit 21 List of Subsidiaries As of December 31, 2024 the Company has these wholly-owned subsidiaries located throughout the world, as follows: 1.Mannatech Australia Pty Limited 2.Mannatech Japan, G.K. 3.Mannatech Korea Co., Ltd. 4.Mannatech Limited (a New Zealand Company) 5.Mannatech Limited (a UK Company) 6.Mannatech Taiwan Corporation 7.Mannatech Payment Services Incorporated 8.Mannatech Products Company Inc. 9.Internet Health Group, Inc. 10.Mannatech (International) Limited 12.Mannatech Singapore Pte. Ltd. 13.Mannatech Canada Corporation 14.Mannatech South Africa (Pty) Ltd 15.Mannatech Bermuda Holdings Limited 16.Mannatech Denmark ApS 17.Mannatech (Gibraltar) Holdings Limited 18.Mannatech Swiss Holdings GmbH 19.Mannatech Swiss International GmbH 21.Mannatech Norge A/S 23.MTEX Mexico SRL CV 24.MTEX Mexico Services SRL CV 25.Mannatech Cyprus Limited 26.Mannatech Ukraine LLC 27.MTEX Hong Kong Limited 28.Mannatech RUS Ltd. 29.Meitai Daily Necessity & Health Products Co., Ltd. 30.Meitai Daily Necessity & Health Products Co., Ltd. Guangzhou Branch 31.Mannatech Netherlands B.V. 32.Mannatech Products Hong Kong Limited 33.New Economy Marketing Opportunities, LLC 34.Mannatech (Thailand) Co.,Ltd. F-37 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-220539 and 333-233418) of Mannatech, Incorporated of our report dated March 25, 2025, relating to the consolidated financial statements and financial statement schedule, which appears in this Annual Report on Form 10-K. /s/ BDO USA, P.C. Dallas, Texas March 25, 2025 F-38 Exhibit 31.1 CERTIFICATION PURSUANT TO 17 CFR 240.13a-14 PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Landen Fredrick, certify that: 1. I have reviewed this annual report on Form 10-K of Mannatech, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 25, 2025 /s/ Landen Fredrick Landen Fredrick Chief Executive Officer (principal executive officer) F-39 Exhibit 31.2 CERTIFICATION PURSUANT TO 17 CFR 240.13a-14 PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James Clavijo, certify that: 1. I have reviewed this annual report on Form 10-K of Mannatech, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 25, 2025 /s/ James Clavijo James Clavijo Chief Financial Officer (principal financial officer) F-40 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Mannatech, Incorporated (the “Company”) on Form 10-K for the period ending December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Landen Fredrick, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 25, 2025 /s/ Landen Fredrick Landen Fredrick Chief Executive Officer (principal executive officer) A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO MANNATECH, INCORPORATED AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. F-41 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Mannatech, Incorporated (the “Company”) on Form 10-K for the period ending December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Clavijo, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 25, 2025 /s/ James Clavijo James Clavijo Chief Financial Officer (principal financial officer) A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO MANNATECH, INCORPORATED AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. F-42 Exhibit 99.1 MANNATECH, INCORPORATED AND SUBSIDIARIES SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (in thousands) Additions Balance at Beginning of Year Charged to Costs and Expenses Charged to other Accounts Deductions Balance at End of Year Year Ended December 31, 2023 Deducted from asset accounts: Allowance for credit losses $ 973 519 — ( 214 ) $ 1,278 Allowance for obsolete inventories $ 417 463 — ( 460 ) $ 420 Valuation allowance for deferred tax assets $ 9,772 524 — $ 10,296 Included in accrued expenses: Reserve for sales returns $ 59 753 — ( 771 ) $ 41 Year Ended December 31, 2024 Deducted from asset accounts: Allowance for credit losses $ 1,278 ( 312 ) — ( 31 ) $ 935 Allowance for obsolete inventories $ 420 777 — ( 606 ) $ 591 Valuation allowance for deferred tax assets $ 10,296 ( 3,434 ) — — $ 6,862 Included in accrued expenses: Reserve for sales returns $ 41 788 — ( 773 ) $ 56 F-43