What changed in this filing

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Item 1. Financial Statements

2025-08-12 compared with 2025-05-13 · 143 added, 109 removed, 534 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

ASSETS March 31, 2025 December 31, 2024

ASSETS June 30, 2025 December 31, 2024

Cash and cash equivalents $ 5,525 $ 11,396

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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 issu ed and 1,900,930 s hares outstanding as of March 31, 2025 and 2,742,857 shares issued and 1,884,814 shares outstanding as of December 31, 2024

Common stock, $0.0001 par value, 99,000,000 shares authorized, 2,742,857 shares issu ed and 1,900,930 s hares outstanding as of June 30, 2025 and 2,742,857 shares issued and 1,884,814 shares outstanding as of December 31, 2024

Additional paid-in capital 33,074 33,027

1 unchanged sentence

Accumulated other comprehensive loss (2,895) (5,666)

Treasury stock, at average cost, 841,927 s hares as of March 31, 2025 and 858,043 shares as of December 31, 2024

Treasury stock, at average cost, 841,927 s hares as of June 30, 2025 and 858,043 shares as of December 31, 2024

(19,562) (19,936)

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net sales $ 25,679 $ 27,740 $ 52,242 $ 57,133

5 unchanged sentences

Total operating expenses 20,344 22,520 40,913 44,797

(Loss) income from operations ( 833 ) 820

Interest (expense) income, net ( 73 ) 18

Loss from operations (1,443) (1,143) (2,276) (322)

Interest expense, net (102) (105) (175) (87)

Other (expense) income, net (2,744) 1,120 (3,162) 1,990

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net (loss) income $ (4,312) $ (624) $ (5,842) $ 556

7 unchanged sentences

Number of Shares Amount Additional

capital Accumulated deficit Accumulated

capital (Accumulated

retained earnings Accumulated

comprehensive

7 unchanged sentences

Balance at March 31, 2025 1,900,930 $ — $ 32,916 $ (341) $ (5,428) $ (19,562) $ 7,585

Net loss — — — (4,312) — — (4,312)

Charge related to stock-based compensation — — 158 — — — 158

Foreign currency translations — — — — 2,533 — 2,533

Balance at June 30, 2025 1,900,930 $ — $ 33,074 $ (4,653) $ (2,895) $ (19,562) $ 5,964

Common Stock, $0.0001 par value

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Balance at March 31, 2024 1,884,814 $ — $ 32,948 $ (121) $ (2,446) $ (19,936) $ 10,445

Net loss — — — (624) — — (624)

Charge related to stock-based compensation — — 34 — — — 34

Foreign currency translations — — — — (1,656) — (1,656)

Balance at June 30, 2024 1,884,814 $ — $ 32,982 $ (745) $ (4,102) $ (19,936) $ 8,199

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ (5,842) $ 556

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation and amortization 571 803

1 unchanged sentence

Provision for inventory losses 48 370

Provision for (reversal of) allowance for credit losses ( 96 ) ( 75 )

Unrealized gain from foreign exchange 328 —

Provision for allowance for credit losses 182 106

Loss on retirement of property and equipment — 126

Gain on disposal of subsidiary entity — (226)

Unrealized loss (gain) from foreign exchange 2,713 (1,895)

Charge related to stock-based compensation 421 246

13 unchanged sentences

Deferred revenue (995) (592)

Net cash (used in) provided by operating activities ( 1,368 ) 1,874

Net cash used in operating activities (5,086) (792)

CASH FLOWS FROM INVESTING ACTIVITIES:

2 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from notes payable — 3,600

Repayment of note payable (84) —

Repayment of finance lease obligations and other long-term liabilities (162) (491)

Cash used in financing activities ( 166 ) ( 250 )

Net cash (used in) provided by financing activities (246) 3,109

Effect of currency exchange rate changes on cash and cash equivalents 133 (751)

3 unchanged sentences

See accompanying notes to unaudited condensed consolidated financial statements.

Three Months Ended

Six Months Ended

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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However, actual results may differ from these estimates under different assumptions or conditions.

The use of estimates is pervasive throughout the condensed consolidated financial statements, but the accounting policies and estimates considered the most significant are described in this note to the condensed consolidated financial statements, Organization and Summary of Significant Accounting Policies .

Significant Accounting Policies

Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2024 included in our 2024 Annual Report.

There have been no significant changes in our accounting policies or the application thereof during the first quarter of 2025.

There have been no significant changes in our accounting policies or the application thereof during the period ending June 30, 2025 .

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

Certain prior year amounts have been reclassified on the Condensed Balance Sheets and Condensed Consolidated Statements of Operations to conform to the current year presentation.

These reclassifications had no effect on the previously reported results of operations.

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 $ 9.3 million at March 31, 2025 and $ 11.4 million at December 31, 2024.

The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents.

Cash and cash equivalents was $5.5 million at June 30, 2025 and $11.4 million at December 31, 2024.

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.

At each of March 31, 2025 and December 31, 2024, credit card receivables were $ 1.6 million, and cash and cash equivalents held in bank accounts in foreign countries totaled $ 3.8 million and $ 5.1 million at March 31, 2025 and December 31, 2024, respectively.

At June 30, 2025 and December 31, 2024, credit card receivables were $2.0 million and $1.6 million, respectively, and cash and cash equivalents held in bank accounts in foreign countries totaled $2.5 million and $5.1 million at June 30, 2025 and December 31, 2024, respectively.

The Company invests cash in liquid instruments, such as money market funds and interest-bearing deposits.

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and (iii) the Australia building lease collateral.

At each of March 31, 2025 and December 31, 2024, our total restricted cash was $ 1.1 million.

At June 30, 2025 and December 31, 2024, our total restricted cash was $1.2 million and $1.1 million, respectively.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company's condensed consolidated balance sheets to the total amount presented in the condensed consolidated statement of cash flows (in thousands) :

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash and cash equivalents $ 5,525 $ 11,396

5 unchanged sentences

Receivables are created upon shipment of an order if the credit card payment is rejected or does not match the order total.

As of March 31, 2025 and December 31, 2024, receivables consisted primarily of amounts due from preferred customers and associates.

As of June 30, 2025 and December 31, 2024, receivables consisted primarily of amounts due from preferred customers and associates.

The Company's accounts receivable balances, net, are presented below (in thousands) :

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accounts receivable, net

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.

In accordance with Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments ("ASC 326"), 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.

1 unchanged sentence

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.

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2025 and March 31, 2024, the Company held an allowance for credit losses of $ 0.9 million and $ 1.2 million, respectively.

March 31, 2025 March 31, 2024

At June 30, 2025 and June 30, 2024, the Company held an allowance for credit losses of $0.9 million and $1.4 million, respectively.

June 30, 2025 June 30, 2024

Allowance for credit losses at beginning of period $ 935 $ 1,278

4 unchanged sentences

The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are reserved or written off.

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Assets consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Investment in Korea Mutual Aid Cooperative & Consumer $ 1,354 $ 1,255

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The application of this measurement alternative is optional and is applied upon the acquisition of an equity interest.

See Note 9, Fair Value , for more information.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accrued compensation $ 1,307 $ 1,320

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S ee Note 9, Employee Benefit Plans , of the Company’s 2024 Annual Report for more information.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Government required severance $ 1,031 $ 853

6 unchanged sentences

The Company records revenue net of any sales taxes and records a reserve for expected sales returns based on its historical experience.

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 ("FOB") 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 each of March 31, 2025 and December 31, 2024.

The Company's remaining performance obligations related to associate fees were $ 0.1 million at both March 31, 2025 and December 31, 2024.

The Company's shipping terms with customers are such that ownership transfers upon delivery to the freight carrier, satisfying the Company's performance obligation.

The Company's deferred revenue balances related to product orders in transit were $0 at each of June 30, 2025 and December 31, 2024.

The Company's remaining performance obligations related to associate fees were $0.1 million at both June 30, 2025 and December 31, 2024.

These amounts are included in deferred revenue on the accompanying Condensed Consolidated Balance Sheets, respectively.

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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.

With regard to both of the aforementioned contracts, the Company determines the standalone selling prices by using observable inputs.

Deferred Revenue

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Total deferred revenue at beginning of the period $ 2,322 $ 4,235 $ 3,027 $ 4,786

7 unchanged sentences

Breakage rates are estimated based on historical data and can be reasonably and objectively determined.

The deferred revenue associated with the loyalty program at each of March 31, 2025 and March 31, 2024 was $ 2.2 million and $ 3.1 million, respectively.

The deferred revenue associated with the loyalty program at June 30, 2025 and June 30, 2024 was $2.0 million and $2.9 million, respectively.

Three Months Ended

June 30, Six Months Ended

Loyalty program (in thousands)

2025 2024 2025 2024

Loyalty deferred revenue at beginning of the period $ 2,231 $ 3,056 $ 2,921 $ 3,242

5 unchanged sentences

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.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Deferred commissions at beginning of the period $ 761 $ 1,836 $ 1,259 $ 2,130

5 unchanged sentences

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.

The Company deems the sales refund and allowance liability to be 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.

1 unchanged sentence

As of each of the periods shown below, our sales return reserve consisted of the following (in thousands) :

March 31, 2025 March 31, 2024

June 30, 2025 June 30, 2024

Sales reserve at beginning of period $ 56 $ 41

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Income Tax Reporting (ASU 2023-09) — Income Taxes (Topic 740):

Improvements to Income Tax Disclosures(“ASC 2023-09”).

Improvements to Income Tax Disclosures(“ASU 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.

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reporting process and related internal controls.

Credit Losses (ASU 2025-05) – Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets.

In July 2025, the FASB issued accounting guidance which introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets.

This guidance is effective beginning in the first quarter of fiscal year 2027 on a prospective basis, with early adoption permitted.

The Company is currently evaluating the impacts of ASU 2025-05 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls.

Other recently issued accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 inventory obsolescence was $ 0.3 million and $ 0.6 million at March 31, 2025 and December 31, 2024, respectively.

Inventories as of March 31, 2025 and December 31, 2024, consisted of the following (in thousands) :

March 31, 2025 December 31, 2024

The allowance for slow-moving inventory obsolescence was $0.2 million and $0.6 million at June 30, 2025 and December 31, 2024, respectively.

Inventories as of June 30, 2025 and December 31, 2024, consisted of the following (in thousands) :

June 30, 2025 December 31, 2024

Raw materials $ 3,792 $ 4,438

1 unchanged sentence

Total $ 12,587 $ 10,405

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2025 and 2024, the Company’s effective tax rate was ( 15.1 )% and 36.0 %, respectively.

For the three months ended March 31, 2025 and 2024, the Company's effective tax rate was determined based on the estimated annual effective income tax rate.

The effective tax rate for the three months ended March 31, 2025 and March 31, 2024, was different from the federal statutory rate due to the mix of earnings across jurisdictions and the associated valuation allowances recorded on losses in certain jurisdictions.

For the three and six months ended June 30, 2025, the Company’s effective tax rate was (0.5)% and (4.1)%, respectively.

For the three and six months ended June 30, 2024, the Company's effective tax rate was (277.4)% and 74.8%, respectively.

For the three and six months ended June 30, 2025 and 2024, the Company's effective tax rate was determined based on the estimated annual effective income tax rate.

The effective tax rate for the three months ended June 30, 2025 and June 30, 2024, was different from the federal statutory rate due to the mix of earnings across jurisdictions and the associated valuation allowances recorded on losses in certain jurisdictions.

NOTES PAYABLE

Notes payable were $ 2.9 million and $ 3.0 million as of March 31, 2025 and December 31, 2024, respectively.

The current portion was $ 0 and $ 0.1 million at March 31, 2025 and December 31, 2024, respectively, as a result of insurance financing arrangements.

Notes payable were $2.9 million and $3.0 million as of June 30, 2025 and December 31, 2024, respectively.

The current portion was $0 and $0.1 million at June 30, 2025 and December 31, 2024, respectively, as a result of insurance financing arrangements.

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 at each of March 31, 2025 and December 31, 2024.

The long-term portion of notes payable was $2.9 million at each of June 30, 2025 and December 31, 2024.

On April 23, 2024, the Company issued an unsecured note payable to Jade Capital in the amount of $2.5 million.

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Tyler Rameson is an independent member of Mannatech's Board of Directors, and is the managing member of Jade Capital.

As of March 31, 2025, there was no current portion and the long-term portion of the balance was $2.0 million.

As of June 30, 2025, 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.

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Fredrick is the Chairman of Mannatech's Board of Directors.

As of March 31, 2025, there was no current portion and the long-term portion of the balance was $0.8 million.

As of June 30, 2025, 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.

3 unchanged sentences

Robbins is a member of Mannatech's Board of Directors.

As of March 31, 2025, there was no current portion and the long-term portion of the balance was $0.1 million.

As of March 31, 2025, the Company's future principal payments on notes payable were as follows (in thousands):

As of June 30, 2025, there was no current portion and the long-term portion of the balance was $0.1 million.

As of June 30, 2025, the Company's future principal payments on notes payable were as follows (in thousands):

Principal Payments Remaining 2025 2026 Thereafter Total

5 unchanged sentences

Stock Option Plan

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, and subsequently amended by the Board in February 2019, which amendment was approved by the Company's shareholders on June 11, 2019 (as amended, the "2017 Plan").

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 March 31, 2025, the Company had a total of 101,188 shares available for grant under the 2017 Plan, which expires on April 16, 2027.

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2025, the Company had a total of 36,188 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.

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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.

During the six months ended June 30, 2025 and 2024, the Company granted 68,000 and 10,000 stock options, respectively.

The weighted average fair value of stock options granted during the six months ended June 30, 2025 and 2024 was approximately $6.06 and $4.67, respectively.

The following assumptions were used to calculate the fair value of stock options granted:

March 2025 Grant

June 2025 Grants

Estimated fair value per share of options granted:

5 unchanged sentences

The expected life assumptions are based on the Company’s historical employee exercise and forfeiture behavior.

During the three months ended March 31, 2025, the Company granted 3,000 stock options.

The weighted average fair value of stock options granted during the three months ended March 31, 2025 was approximately $ 5.51 .

The Company granted no stock options during the three months ended March 31, 2024.

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.

3 unchanged sentences

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 $10 thousand and $3 thousand for the three months ended March 31, 2025 and 2024, respectively.

The Company recognized compensation expense related to the fair values of options and RSUs as follows for the three months ended March 31 (in thousands):

Accordingly, the Company has recognized compensation expense related to the grant of $10 thousand and $19 thousand for the three and six months ended June 30, 2025, respectively.

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recognized compensation expense related to the fair values of options and RSUs as follows for the three and six months ended June 30 (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Total gross compensation expense $ 158 $ 34 $ 181 $ 46

1 unchanged sentence

Total net compensation expense $ 152 $ 28 $ 174 $ 38

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025, the Company expects to record compensation expense related to stock options and RSUs in the future as follows (in thousands) :

As of June 30, 2025, the Company expects to record compensation expense related to stock options and RSUs in the future as follows (in thousands) :

2025 Years ending December 31,

2 unchanged sentences

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 three months ended March 31, 2025 and 2024, the Company issued a total of 16,116 and 24,660 shares of 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 three months ending March 31, 2025 and 2024.

For the six months ended June 30, 2025 and 2024, the Company issued a total of 16,116 and 24,660 shares of 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 six months ending June 30, 2025 and 2024.

MANNATECH, INCORPORATED AND SUBSIDIARIES

2 unchanged sentences

Treasury Stock

There were no shares repurchased during each of the three months ended March 31, 2025 and 2024.

As of March 31, 2025 and December 31, 2024 , the Company had 841,927 and 858,043 treasury s hares, respectively.

There were no shares repurchased during each of the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025 and December 31, 2024 , the Company had 841,927 and 858,043 treasury s hares, respectively.

Accumulated Other Comprehensive Loss

7 unchanged sentences

Current-period change (1)

Balance as of March 31, 2025 $ ( 5,842 ) $ 414 $ ( 5,428 )

2,771 — 2,771

Balance as of June 30, 2025 $ (3,309) $ 414 $ (2,895)

(1) No material amounts were reclassified from accumulated other comprehensive loss.

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 each of the three months ended March 31, 2025 and 2024, the Company did not pay any 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 therefore, 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 each of the three and six months ended June 30, 2025 and 2024, the Company did not pay any dividends.

Litigation in General

As of March 31, 2025, the Company had no open or pending litigation and no legal reserve was deemed necessary.

As of June 30, 2025, the Company had no open or pending litigation and no legal reserve was deemed necessary.

The Company has incurred several claims in the normal course of business.

8 unchanged sentences

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 March 31, 2025 and December 31, 2024, all of the Company’s finance leases pertain to certain equipment used in the business.

As of June 30, 2025 and December 31, 2024, 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.

2 unchanged sentences

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 from consideration.

For each of the three months ended March 31, 2025 and 2024, the Company had earned less than $ 0.1 million income from the sublease.

For the three and six months ended June 30, 2025, the Company had earned less than $0.1 million and $0.1 million income from the sublease, respectively.

For the three and six months ended June 30, 2024, the Company earned less than $0.1 million and $0.1 million income from the sublease, respectively.

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025, the Company had net operating lease right-of-use assets of $ 2.0 million and net finance lease right-of-use assets of $ 0.9 million.

At March 31, 2025, our operating lease liabilities were $ 2.5 million and our finance lease liabilities were $ 0.9 million.

The weighted-average remaining lease term and discount rate related to the Company’s operating lease liabilities as of March 31, 2025 were 2.77 years and 5.0 %, respectively.

The weighted-average remaining lease term and discount rate related to the Company’s finance lease liabilities as of March 31, 2025 were 2.96 years and 6.5 %, respectively.

As of June 30, 2025, the Company had net operating lease right-of-use assets of $2.1 million and net finance lease right-of-use assets of $0.8 million.

At June 30, 2025, our operating lease liabilities were $2.6 million and our finance lease liabilities were $0.8 million.

The weighted-average remaining lease term and discount rate related to the Company’s operating lease liabilities as of June 30, 2025 were 2.62 years and 4.9%, respectively.

The weighted-average remaining lease term and discount rate related to the Company’s finance lease liabilities as of June 30, 2025 were 2.79 years and 6.5%, respectively.

The Company uses the discount rates implicit in each lease, or an estimate of the Company’s incremental borrowing rate if the rate implicit in a lease cannot be readily determined.

As of March 31, 2025 and December 31, 2024 our right-of-use assets and lease liabilities balances, net of accumulated amortization, were as follows (in thousands) :

Leases Classification March 31, 2025 December 31, 2024

As of June 30, 2025 and December 31, 2024 our right-of-use assets and lease liabilities balances, net of accumulated amortization, were as follows (in thousands) :

Leases Classification June 30, 2025 December 31, 2024

Right-of-use assets

9 unchanged sentences

Total lease liabilities $ 3,468 $ 3,709

As of March 31, 2025, the Company ’ s future sublease income and minimum future lease payments on operating and finance leases were as follows (in thousands) :

As of June 30, 2025, the Company ’ s future sublease income and minimum future lease payments on operating and finance leases were as follows (in thousands) :

Future Maturities of Leases Operating Leases Finance Leases Sublease Income

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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 March 31, 2025.

As of March 31, 2025 and December 31, 2024, the carrying amount of the financial instruments such as cash and cash equivalents (excluding money market funds disclosed in the table below), restricted cash, long-term restricted cash and accounts payable approximate their fair value due to short-term nature and the market rates of interest of these instruments.

The Company does not have any material financial liabilities that were required to be measured at fair value on a recurring basis at June 30, 2025.

As of June 30, 2025 and December 31, 2024, the carrying amount of the financial instruments such as cash and cash equivalents (excluding money market funds disclosed in the table below), restricted cash, long-term restricted cash and accounts payable approximate their fair value due to short-term nature and the market rates of interest of these instruments.

As such, these instruments are classified as Level 1.

The tables below present the recorded amount of financial assets measured at fair value (in thousands) on a recurring basis as of March 31, 2025 and December 31, 2024.

March 31, 2025

The tables below present the recorded amount of financial assets measured at fair value (in thousands) on a recurring basis as of June 30, 2025 and December 31, 2024.

June 30, 2025

Level 1 Level 2 Level 3 Total

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Money Market Funds – JPMorgan Chase, US $ 4,005 $ — $ — $ 4,005

The following table below present the carrying amount and estimated fair value of financial instruments as of March 31, 2025 and December 31, 2024, (in thousands) that are not measured at fair value:

March 31, 2025

The following table below present the carrying amount and estimated fair value of financial instruments as of June 30, 2025 and December 31, 2024, (in thousands) that are not measured at fair value:

June 30, 2025

Carrying Value Estimated Fair Value

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Long-term notes payable $ 2,900 $ 2,813

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.

The fair value was estimated using a net present value measurement, which is based on unobservable inputs, and as such, is classified as Level 3.

MANNATECH, INCORPORATED AND SUBSIDIARIES

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Belgium, France, Greece, Italy, Luxembourg, and Poland.

Consolidated net sales shipped to customers in these regions, along with pack or associate fee and product information for the three months ended March 31, were as follows (in millions, except percentages) :

Consolidated net sales shipped to customers in these regions, along with pack or associate fee and product information for the three and six months ended June 30, were as follows (in millions, except percentages) :

Three Months Ended

June 30, Six Months Ended

Region 2025 2024 2025 2024

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Product sales $ 24.7 $ 26.3 $ 50.1 $ 54.2

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Total sales $ 25.7 $ 27.7 $ 52.2 $ 57.1

Long-lived assets, which include property and equipment and construction in process for the Company and its subsidiaries, as of March 31, 2025 and December 31, 2024, reside in the following regions, as follows (in millions) :

Region March 31, 2025 December 31, 2024

Long-lived assets, which include property and equipment and construction in process for the Company and its subsidiaries, as of June 30, 2025 and December 31, 2024, reside in the following regions, as follows (in millions) :

Region June 30, 2025 December 31, 2024

Americas $ 2.4 $ 2.4

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Inventory balances, which consist of raw materials, finished goods, and promotional materials, as offset by the allowance for slow moving or obsolete inventories, reside in the following regions (in millions) :

Region March 31, 2025 December 31, 2024

Region June 30, 2025 December 31, 2024

Americas $ 6.8 $ 6.0

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Total inventory $ 12.6 $ 10.4

The following table presents the Company's segment revenue, segment expenses and segment (loss) income for the three months ended March 31, 2025 and 2024 ( in thousands):

The following table presents the Company's segment revenue, segment expenses and segment (loss) income for the three and six months ended June 30, 2025 and 2024 ( in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net Sales $ 25,679 $ 27,740 $ 52,242 $ 57,133

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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 (described above).

In determining the potential dilutive effect of outstanding stock options for the three months ended March 31, 2025, the Company used the quarterly average common stock close price of $ 11.53 and per share.

For the three months ended March 31, 2025, the Company's common stock subject to options were excluded from the diluted EPS calculation as their effect would have been antidilutive.

The Company reported a net loss for the three months ended March 31, 2025.

In determining the potential dilutive effect of outstanding stock options for the three months ended March 31, 2024, the Company used the quarterly average common stock close price of $ 8.84 per share.

For the three months ended March 31, 2024, there were 1.88 million weighted-average common shares outstanding used for the basic EPS calculation.

For the three months ended March 31, 2024, 8187 restricted stock units was granted (see Note 5, 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, 199,824 shares underlying stock options were excluded from the diluted EPS calculation, as their effect would have been antidilutive.

In determining the potential dilutive effect of outstanding stock options for the three and six months ended June 30, 2025, the Company used the quarterly and six-month average common stock close price of $9.88 and $10.68 per share, respectively.

For the three and six months ended June 30, 2025, the Company's common stock subject to options were excluded from the diluted EPS calculation as their effect would have been antidilutive.

The Company reported a net loss for the three and six months ended June 30, 2025.

In determining the potential dilutive effect of outstanding stock options for the three and six months ended June 30, 2024, the Company used the quarterly and six-month average common stock close price of $7.92 and $8.37 per share, respectively.

For the three months ended June 30, 2024, 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 three months ended June 30, 2024.

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2024, there were $1.89 million weighted-average common shares outstanding used for the basic EPS calculation.

For the six months ended June 30, 2024, 8187 restricted stock units was granted (see Note 5, 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, 375,824 shares underlying stock options were excluded from the diluted EPS calculation, as their effect would have been antidilutive.

Calculation of net EPS— basic and diluted ( in thousands, except EPS ):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net (loss) earnings attributable to common stockholders $ (4,312) $ (624) $ (5,842) $ 556

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements