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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-26 · 1332 added, 494 removed, 812 unchanged (69% of the section changed)

18 unchanged sentences

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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.

Directors, Executive Officers and Corporate Governance

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business efficiently and maintaining our integrity in the marketplace.

We have adopted a code of business conduct and ethics for our directors, officers, and employees, which, in conjunction with our Articles of Incorporation, Bylaws, and Board of Directors committee charters, form the framework for our corporate governance.

All of these documents are available on our corporate website at www.mannatech.com.

Summary of All Directors and Executive Officers

The following table sets forth certain information regarding our executive officers and directors, including their ages as of December 31, 2025:

Landen Fredrick

President and Chief Executive Officer

General Counsel and Corporate Secretary

James Clavijo (1)

Chief Financial Officer

Stanley Fredrick

Chairman of the Board of Directors

Vice Chairman of the Board of Directors;

Independent Board Member

Tyler Rameson

Independent Board Member

Kevin Robbins

Non-employee Board Member

Independent Board Member

(1) Following a discussion and mutual agreement o n March 19, 2026, the Company issued its notice to Mr.

Clavijo of its intent to not renew his employment agreement which expires on June 30, 2026.

To facilitate the transition of Mr.

Clavijo's duties, the Board appointed Yasir Haider as interim Chief Financial Officer on March 20, 2026.

Please refer to the Company's 8-K filed with the SEC on March 24, 2026.

The following biographical information about our directors and executive officers listed above is in alphabetical order:

Barta joined Mannatech in November 2006 as Senior Corporate Counsel.

She was named Assistant General Counsel in March 2009 and was named General Counsel and Corporate Secretary in August 2013.

Barta is responsible for overseeing the Legal and Business Ethics teams, Human Resources and Facilities and our Regulatory Affairs group.

Prior to joining Mannatech, Ms.

Barta served as Corporate Counsel and later Senior Corporate Counsel for Metromedia Restaurant Group, a subsidiary of Metromedia Company.

She has a B.S.

from Texas Woman’s University and received her J.D.

from Texas Wesleyan University, now the Texas A&M University School of Law.

James Clavijo joined Mannatech as the Company’s CFO on July 1, 2024.

Clavijo has over 25 years of experience in executive, finance and accounting activities, including experience as a Chief Financial Officer for several biotech, cell therapy, medical device, pharmaceutical, healthcare, and technology companies.

Clavijo’s experience has included building, leading and advising companies with strategic plans for pharmaceutical commercialization and manufacturing, negotiating licensing and drug development agreements, as well as advising companies with complex restructurings, mergers and acquisitions, capital market transactions, and system implementations.

From 2019-2023, Mr.

Clavijo served as the Chief Financial Officer for Longeveron (NASDAQ:LGVN) a cell therapy company focused on the use of stem cells for various aging-related and life-threatening diseases.

Clavijo took Longeveron public through an IPO in February 2021.

From 2016-2021, Mr.

Clavijo served as the Consulting Chief Financial Officer for Guided Therapeutics (OTC:

GTHP) an epithelial and cervical cancer medical device company.

During 2018, Mr.

Clavijo served as the Chief Financial Officer for Aeterna Zentaris (NASDAQ:

AEZS) a commercial stage biopharmaceutical company in growth hormone deficiency indications as well as other therapeutic assets.

Prior to this, Mr.

Clavijo served for two years as the Chief Financial Officer for Tri-source Pharma, a pre-ipo commercial pharmaceutical company focused on procuring pharmaceutical products facing supply issues and supplying pharmaceutical products to veterinary markets.

Since 2009, Mr.

Clavijo, has also served as founder and principal of CFO Tune, a consulting firm that provided Chief Financial Officer services, that included developing strategic and capital markets plans and the preparation of regulatory filings with the Securities and Exchange Commission.

Previously, Mr.

Clavijo served for five years as the Chief Accounting Officer at Soligenix (NASDAQ:

SNGX), a biopharmaceutical company focused on rare disease and biodefense products.

Clavijo was an Officer in the U.S.

Army, serving for 13 years in active and reserve duty.

Clavijo was licensed as a CPA in Florida from 2000-2011.

He was licensed in Florida as a real estate/business agent from 2013-2021.

Clavijo received a BA in Chemistry (PreMed) from the University of Florida, a BA in Accounting from the University of Nebraska, and a Masters in Accounting from Florida International University.

Stanley Fredrick has served as a Class II director since September 2001.

From November 2003 through January 2009, Mr.

Fredrick served as the Lead Director for the Board.

In January 2009, Mr.

Fredrick was elected to serve as the Chairman of the Board of Directors.

Fredrick's current term as director expires in 2028.

Fredrick was a founding board member of Professional Bank in Dallas, Texas, where he served until it sold in 2009.

Fredrick also co-founded Irving National Bank Shares, a commercial bank holding company, and served as a consultant to the bank from 1994 until it was sold in 2000.

He co-founded Cameo Couture, Inc., which operated as Colesce Couture, a distributor of intimate apparel, and Colony House, Inc., a private label cookware company, both of which operated through direct selling channels.

He is currently majority owner and serves on the board of Wine Shop at Home, a “party plan company” in Napa, California.

He is also Founder of Blue Ostrich, a Noted Texas Winery.

Fredrick has been actively involved for more than 40 years in the Direct Selling Association, a national trade association of leading firms that manufacture and distribute goods and services directly to consumers.

He has served on the Direct Selling Association’s Board of Directors and various committees thereof.

From 1987 to 1988, he served two terms as Chairman of the Direct Selling Association.

In 1988, he served two terms as Chairman of the Direct Selling Education Foundation.

He has been inducted into the Direct Selling Association’s highest honor, the “Hall of Fame,” as well as into the Direct Selling Education Foundation “Circle of Honor.” Direct Selling News honored Mr.

Fredrick with the Bravo Lifetime Achievement Award in 2019.

Fredrick was named one of the six “Legends in Direct Selling” with over 50 years of service.

He received a B.A.

in English from Central State University, in Edmond, Oklahoma.

Recently, Mr.

Fredrick published an autobiographical memoir, Never Ever Give Up.

Landen Fredrick has served as President and Chief Executive Officer of Mannatech, Incorporated since April 1, 2024.

He previously served as President and Chief Operating Officer beginning June 7, 2023, and prior to that as Global Chief Sales Officer and President, North America.

Fredrick joined Mannatech in 2006 and has held multiple senior leadership roles across global sales, operations, and corporate strategy.

During his tenure, he has led initiatives focused on operational efficiency, systems modernization, international market development, and strategic alignment across the Company’s global markets.

Fredrick currently serves as a member of the Board of Directors of the Direct Selling Association, a position he has held since November 2025.

He also serves on the Executive Committee of the Direct Selling Education Foundation.

He previously served as a member of the Board of Directors of the Direct Selling Association from June 2015 to June 2018.

Fredrick is Chairman of the M5M Foundation, a nonprofit organization dedicated to improving the lives of children in need through nutritional support initiatives.

Prior to joining Mannatech, Mr.

Fredrick founded and operated Killian Fredrick, a web and advertising business, from 2001 to 2006.

Fredrick earned a Bachelor of Business Administration from Abilene Christian University and a Master of Business Administration from Amberton University.

Fredrick is the son of J.

Stanley Fredrick, Chairman of the Board and a significant shareholder of the Company.

Jobe has served as a Class I director since January 4, 2006.

His current term as director expires in 2027.

In February 2007, Mr.

Jobe began serving as Chairman of our Audit Committee.

Jobe also serves on the Nominating/Governance and Compliance Committee, Compensation and Stock Option Plan Committee, and the Science and Marketing Committee.

He also serves as the President and founder of P 1 Resources, LLC, which has provided engineering and light industrial staffing services to the construction industry since 1994.

From 1991 to 1994, Mr.

Jobe was Chairman and founder of Mitchell Jobe & Company, a provider of professional staffing services for government and industry.

He is also a founder and Board Member of Peloton College, a for-profit accredited career school, since October 2005.

From 1973 to 1991, he served in various capacities, including as member of the Executive Committee and Chairman of the Strategic Planning Committee with the accounting firm Grant Thornton LLP.

In 1969, he was appointed by President Richard Nixon to serve as the Assistant Secretary of Commerce for Administration at the United States Commerce Department.

Jobe previously served as the Chairman of Independent Bank of Texas and Chairman of the Audit Committee for U.S.

Home Systems, Inc.

In addition, Mr.

Jobe served as Chairman of the Audit Committee and a member of the Board of Directors of SWS Group, Inc., a Dallas-based New York Stock Exchange member from July 2005 through December 2014.

He is a member of the Board of the Dallas Seminary Foundation.

He received a B.B.A.

degree in Accounting from the University of North Texas, in Denton, Texas.

Jobe maintained an active Certified Public Accounting (CPA) license from 1962 to 2002 and currently maintains his license on an inactive or retired status.

Rameson has served as a Class II director since June 6, 2018.

His current term as director expires in 2028.

Rameson is Chairman of the Nominating/Governance and Compliance Committee.

He also serves on the Company’s Audit Committee, Compensation and Stock Option Plan Committee, and Science and Marketing Committee.

He is the managing member of Jade Capital LLC, a private investment firm.

From 2008 to 2014, Mr.

Rameson was a managing member of Gray Whale Capital LLC, a worldwide proprietary trading firm.

In this capacity, Mr.

Rameson oversaw the development of numerous proprietary trading strategies and systems.

From 2002 to 2007, Mr.

Rameson was employed by Jane Street Capital LLC, a proprietary trading firm.

Rameson received an MBA with an emphasis on Financial Engineering from the Massachusetts Institute of Technology (MIT), as well as a Master of Engineering in Logistics from MIT and a Bachelor of Arts degree in Business Economics from The University of California, Santa Barbara.

Kevin Robbins , son of Mannatech co-founder Ray Robbins, was appointed to the Board in December 2016 as a Class I director.

His current term as director expires in 2027.

He is Chairman of the Science and Marketing Committee.

He began his part time career as an independent distributor (“Associate”) for the Company in 1994.

Robbins was able to dedicate his career as an Associate for the Company on a full-time basis.

In 2003, he was awarded as the global recipient of the Ray Robbins Giving Spirit Award.

Robbins was elected to represent the Company’s North America field as part of the North American Advisory Council.

He originally served five years on the advisory council, and was later re-elected for another three-year term.

As part of the advisory council, Mr.

Robbins served as Chairman for five years where he worked closely with the Company to develop new compensation plans, new incentive trips, and training programs for Associates in North America.

In 2012, he was recognized as one of the Top Global Business Builders of the Year by the Company.

Prior to joining Mannatech, Mr.

Robbins worked as a Realtor for Coldwell Banker.

He earned Rookie of the Year and Top Listing agent for his branch.

He was introduced to the direct sales industry when he was just 20 years old as a sales representative of Cutco and later as Area Sales Manager.

Robbins earned a Bachelor of Business Administration in Marketing at The University of Texas at Arlington.

Seifrick was appointed to the Company’s Board as a Class III director in April of 2022.

Seifrick is Chairman of the Compensation and Stock Option Plan Committee.

He also serves on the Audit and Science & Marketing Committees.

His current term as director expires in 2026.

Seifrick is an experienced senior manager and leader in the industry with over 40 years of experience as an entrepreneur and key organizer of businesses with expertise in accounting, finance, and general and executive management.

Seifrick is the Co-Founder and current President/General Manager of CAST Wines located in Geyserville, CA, founded in 2012.

He recently served as the Vice Chairman of the Board of Directors of Pioneer Bank SSB in Austin, TX, which he co-founded in 2007 and sold in 2022.

He was also on the Director’s Loan Committee and ALCO Committee at Pioneer, and was the prior Chair of the Compensation Committee.

Seifrick began as a Texas CPA in 1984 for Arthur Anderson & Company in Houston, TX and advanced to Audit Senior in the Finance and Real Estate Division.

From 1986-1990, he served as Corporate Controller for Kitchens of the Oceans in Deerfield Beach, FL.

From 1990-2002, Mr.

Seifrick was the Executive Vice President and Chief Operating Officer of The Amend Group in Dallas, TX.

He was a partner and advisor at Paul Duesing Partners, an architectural design firm in Dallas, TX from 2002-2004 and 2006-2011.

Seifrick was the lead organizing founder and Chairman of the Board of Professional Bank, NA in Dallas, TX from 2002-2010.

He served as a Board Member for Senior Living Properties in Bedford, TX, a consultant for nationwide debt facilities, and was on the Board of the non-profits YMCA of East Dallas, Wine Road of Sonoma County and the Winegrowers of Dry Creek Valley.

Seifrick obtained a Bachelor of Science in Business Administration, Summa Cum Laude, and with Distinction in Accounting in 1982 from The Ohio State University and a Master’s in Business Administration focused on entrepreneurial management and real estate in 1986 from the Harvard Graduate School of Business Administration.

Robert Toth has served as a Class III director since December 1, 2024.

Prior to rejoining Mannatech’s Board of Directors as the Vice Chairman effective December 1, 2024 as its Vice Chairman, Robert Toth served as a Class III director from March 2008 through May 31, 2023.

Toth previously served as the Chairman of the Compensation and Stock Option Plan Committee.

He currently serves on the Audit Committee, the Nominating/Governance and Compliance Committee, the Science and Marketing Committee, and from August 2014 to March 2019, Vice Chairman of Mannatech’s Board.

Toth was the Co-founder, and until May 2015, was the Chairman of Tatra Spring LLC, a supply chain services company based in Poland and founded in September 2008.

Since 2006, he has worked in venture capital as a private investor focused on new business startups in the technology sector.

He has more recently served as a consultant to the direct selling industry.

Toth has more than 40 years of direct selling experience.

As President of Avon International from 2004 to 2005, his operations included over 120 countries with annual revenues exceeding $5.5 billion.

Toth began his Avon career in customer service in 1978, then moved to U.S.

sales and operations and was promoted to U.S.

Director of Sales in 1989.

He transitioned to Avon International in 1991 as Director of New Business Development, where he played a lead role in Avon’s market entry plan for Russia.

He was based in Warsaw from 1993 to 1997 as Avon’s President of Central and Eastern Europe, where he established and led Avon Poland.

From 1997 to 2004, Mr.

Toth was based in London where he held several senior management positions including Group Vice President, Eastern Europe, Middle East and Africa (1997-1999), Senior Vice President, Europe, Middle East and Africa (1999-2002) and Executive Vice President for Asia-Pacific, Europe, Middle East and Africa (2002-2003).

Toth graduated from LaSalle University in 1974 with a B.A.

in Business Administration.

Director Qualifications

The Board respects its responsibility to provide oversight, counseling and direction to management in the interest, and for the benefit of, our shareholders.

Accordingly, it seeks to be comprised of directors with diverse skills, experience and qualifications.

It is critical that our directors understand the direct selling industry.

It is equally important that, collectively, our directors have successful experience in each of the primary aspects of our business, including network marketing, direct sales, finance and audit, product strategy and development, Associate relations, supply chain management, and sales and marketing.

Stanley Fredrick, our Chairman and largest shareholder, brings to the Board many years of direct selling experience as well as broad operational and marketing expertise as a co-founder of two direct selling companies.

Fredrick also has significant experience serving on other company boards of directors, as well as the Direct Selling Association’s board and its various committees.

Fredrick’s professional background provides him with a vast understanding of our Company, associate field leadership, and sales techniques.

Jobe brings to the Board extensive experience in management, finance and auditing.

Jobe also has significant experience serving on other public company boards.

Jobe’s considerable experience in public accounting and in evaluating financial statements makes him particularly well-suited to serve as chair of the Audit Committee.

Jobe maintained an active CPA license from 1962 to 2002 and currently maintains his license on an inactive or retired status.

Rameson, our second largest shareholder, brings to the Board extensive financial experience.

Rameson previously worked for Jane Street Capital, one of the largest proprietary trading firms in the world.

At Jane Street, Mr.

Rameson was a member of the American Stock Exchange where he executed several proprietary trading strategies.

Rameson co-founded Gray Whale Capital, an SEC registered investment company that executed proprietary investment strategies worldwide.

Rameson’s extensive analytical and financial background makes him a valued member of the Board.

Kevin Robbins is a high-level Associate in our global downline network marketing system.

Robbins brings to the Board more than 20 years of experience as an independent Associate of the Company.

Robbins’ vast understanding of the Company’s Associate field leadership and the critical issues contributing to the building of a successful business with the Company make him a valued member of the Board.

Seifrick brings to the Board extensive experience in senior management, finance, and as an entrepreneur.

Seifrick has experience serving on other company boards and is the co-founder and current president and general manager of CAST Wines in Geyserville, California.

He previously served as the Vice Chairman of the Board of Directors of Pioneer Bank SSB in Austin, TX, which he co-founded.

Seifrick’s managerial, financial, and entrepreneurial background make him a valued member of the Board.

Robert Toth brings to the Board extensive experience in senior management and as a venture capitalist.

Toth has more than 39 years of direct selling experience, principally with Avon Products, Inc.

Toth’s considerable experience with international markets makes him a valuable member of the Board, as international expansion has been, and continues to be, an important part of our long-term strategic plan.

Having served in various leadership positions of Avon International, Mr.

Toth has an in-depth understanding of the direct selling industry.

Consideration of Director Nominees

Under our Bylaws, the Nominating/Governance and Compliance Committee of our Board of Directors recommends to the Board all candidates for election by our shareholders at each annual meeting of shareholders.

Although the Board has not formally established criteria for Board membership, the Board does consider several factors before recommending a candidate for Board membership.

These factors include the following:

the experience level, mix of skills and other business qualities a potential nominee may possess;

the general experience and skill levels of current Board members;

the potential nominee’s experience with accounting rules and practices;

the verification of background, work, and education of a potential nominee;

other factors as the Nominating/Governance and Compliance Committee may deem in the best interests of our shareholders.

In addition, the Nominating/Governance and Compliance Committee will recommend director candidates in order to ensure that:

a majority of the Board of Directors are “independent” as defined by Nasdaq and SEC rules;

each of the Audit, Compensation and Stock Option Plan, and Nominating/Governance and Compliance Committees are comprised entirely of independent directors;

at least one member of the Audit Committee has the experience, education and qualifications necessary to qualify as an “audit committee financial expert” as defined by the SEC.

The Nominating/Governance and Compliance Committee may solicit recommendations for director nominees from any or all of the following sources:

non-management directors, executive officers, third-party search firms or any other source it deems appropriate.

The Nominating/Governance and Compliance Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or that has been properly recommended to it by a shareholder and conduct inquiries it deems appropriate into the background of these proposed director candidates.

When nominating a director for re-election, the Nominating/Governance and Compliance Committee will also consider the director’s past performance on the Board.

The Nominating/Governance and Compliance Committee will evaluate all proposed director candidates based on the same criteria, with no regard to the source of the initial recommendation of the proposed director candidate.

The Nominating/Governance and Compliance Committee does not have a formal policy with respect to diversity;

however, the Board and the Nominating/Governance and Compliance Committee believe it is important that Board members represent diverse viewpoints.

In considering candidates, the Nominating/Governance and Compliance Committee considers the entirety of each candidate’s credentials, including such candidate’s diverse skills, experience and qualifications.

If a shareholder would like our Nominating/Governance and Compliance Committee to consider specific candidates for nomination to the Board, a shareholder should deliver written notice to our Chief Financial Officer at our corporate office, located at 1410 Lakeside Parkway, Suite 200, Flower Mound, Texas 75028, or by fax at (972) 842-9148.

As required by our Bylaws, written notice of such proposed candidates for director should be delivered no later than December 31, 2026 to allow the Board time to consider such persons for nomination at our 2027 Annual Shareholders’ Meeting.

The written notice should include the candidates’ full name, age, biographical background, and qualifications.

If a shareholder intends to present a director nomination at the 2027 Annual Shareholders’ Meeting, the shareholder should also follow the procedures described in our proxy statement.

Board Leadership Structure and Role in Risk Oversight

Meetings of the Board are presided over by the Chairman of the Board, currently Mr.

Stanley Fredrick.

Our Bylaws do not require that the Chairman be independent and the Board believes that it is important to retain the discretion and flexibility to determine the appropriate leadership structure for the Company.

Currently, the Board believes in the separation of the Chairman and CEO roles.

Most important among the considerations to keep these roles separate was that the separation of the Chairman and CEO positions allows our CEO to focus on operational issues and the Chairman to focus on governance and other related issues.

Additionally, we believe that the effectiveness of the Board is enhanced by having separate Chairman and CEO positions.

It is management’s responsibility to manage risk and bring to the Board’s attention any material risks facing the Company.

The Board, as a whole and through its committees, regularly reviews various areas of significant risk, and advises and directs management on the scope and implementation of policies, strategic initiatives and other actions designed to mitigate various types of risks.

Specific examples of risks primarily overseen by the full Board include competition risks, industry risks, especially those specific to the direct selling channel, economic risks, liquidity risks, business operations risks, cybersecurity and data privacy risks, and risks posed by significant litigation matters.

Our Audit Committee regularly discusses with management and the independent auditors significant financial risk exposure and the processes management has implemented to monitor, control and report such exposures.

Specific examples of risks primarily overseen by the Audit Committee include risks related to the preparation of the Company’s financial statements, disclosure controls and procedures, internal controls and procedures required by the Sarbanes-Oxley Act of 2002, accounting, financial and auditing risks, insurance coverage, matters reported to the Audit Committee through our outside internal audit firm and through anonymous reporting procedures.

Our Nominating/Governance and Compliance Committee oversees and discusses with management risk related to governance practices, cybersecurity, compliance and ethics programs for the Company and its independent distributors, regulatory risk, and board composition.

Our Compensation and Stock Option Plan Committee oversees and discusses with management risk related to compensation and retention of executives and high potential employees, and compensation strategies and practices.

It also ensures that our compensation programs, including those applicable to our executives, do not encourage excessive risk taking.

Classes of Our Board of Directors

Six directors currently serve on the Board, which is divided into three classes serving staggered three-year terms, which expire on the day of our Annual Shareholders’ Meeting.

The Board has determined that four of our directors are independent.

The members of each of the classes and the expiration dates of their terms as of December 31, 2025, are as follows:

Jobe * and Kevin Robbins

Stanley Fredrick (1) and Tyler J.

Seifrick * and Robert Toth *(2)

Independent Board Member

Chairman of the Board of Directors

Vice Chairman of the Board of Directors

The Board held four regular meetings and two special meetings during 2025.

All of our directors serving during 2025 attended all of the regular meetings and the special meetings of the Board.

Although we do not have a formal policy regarding attendance by directors at our Annual Shareholders’ Meeting, we encourage and expect all of our directors to attend our Annual Shareholders’ Meeting.

All of our directors attended the 2025 meeting and we anticipate that all of our directors will attend our 2026 Annual Shareholders’ Meeting to be held on June 2, 2026.

Director Independence

The Board has determined that each of Messrs.

Jobe, Rameson, Seifrick, and Toth qualify as “independent” as defined by applicable Nasdaq and SEC rules.

In making this determination, the Board has concluded that none of these members has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Committees of Our Board of Directors

During 2025, the Board had four committees with various functions.

Rameson was unable to attend one special Audit Committee meeting held in November and one regular Science and Marketing Committee meeting held in November.

All other committee members serving during 2025 attended all of the regularly scheduled and special committee meetings, during their service.

During 2025, the committees held the following number of meetings:

Audit Committee:

4 regular meetings and 4 special meetings;

Compensation and Stock Option Plan Committee:

4 regular meetings and 1 special meeting;

Nominating/Governance and Compliance Committee:

4 regular meetings;

Science and Marketing Committee:

4 regular meetings.

As of December 31, 2025, the Board has four committees.

The committee membership is as follows:

Director’s Name

Compensation and

Stock Option Plan

Governance, and Compliance

Science and Marketing

Non-Employee Independent Directors:

Tyler Rameson

Robert Toth (1)

Non-Employee Directors:

Stanley Fredrick (2)

Kevin Robbins

Committee Chairman

Robert Toth retired from the Board effective May 31, 2023 and rejoined the Board as the Vice Chairman effective December 1, 2024.

Effective January 1, 2025, Mr.

Toth serves as a member of the Audit Committee, the Nominating/Governance and Compliance Committee, the Compensation and Stock Option Plan Committee, and the Science and Marketing Committee.

Chairman of the Board of Directors

The committees and their functions are as follows:

Audit Committee.

Our Audit Committee consists of Messrs.

Jobe, Rameson, Seifrick and Toth and is chaired by Mr.

The Board has determined that each member of our Audit Committee meets the independence and financial literacy requirements for purposes of serving on such committee under applicable Nasdaq and SEC rules and that Mr.

Jobe qualifies as an “audit committee financial expert” as defined by the SEC.

Our Audit Committee is primarily responsible for approving all services provided by our independent registered public accounting firm, reviewing our annual audit results, and meeting with our independent registered public accounting firm to periodically review our internal controls, internal control over financial reporting, and financial management practices.

Our Audit Committee’s responsibilities are stated more fully in its fifth amended and restated charter, which is posted on our corporate website at ir.mannatech.com.

See Item 13 for the Audit Committee's report.

Compensation and Stock Option Plan Committee.

Our Compensation and Stock Option Plan Committee consists of Messrs.

Jobe, Rameson, Seifrick and Toth and is chaired by Mr.

The Board has determined that each member of our Compensation and Stock Option Plan Committee meets the independence requirements for purposes of serving on such committee under applicable Nasdaq and SEC rules.

None of our executive officers serves as a member of any board of directors or as a member of any other compensation committee for any other entity that has or has had one or more of their executive officers serving as a member of the Board or on our Compensation and Stock Option Plan Committee.

Our Compensation and Stock Option Plan Committee is primarily responsible for establishing all compensation for our executive officers and directors including salaries, bonuses, stock option grants, and stock option plan administration.

Our Compensation and Stock Option Plan Committee may ask members of management or others whose advice and counsel are relevant to the issues then being considered by the Committee to attend any meetings and to provide such pertinent information as the Committee may request.

Our Compensation and Stock Option Plan Committee’s responsibilities are stated more fully in its third amended and restated charter, which is posted on our corporate website at ir.mannatech.com.

Nominating/Governance and Compliance Committee.

Our Nominating/Governance and Compliance Committee consists of Messrs.

Jobe, Rameson, Seifrick and Toth and is chaired by Mr.

The Board has determined that each member of the Nominating/Governance and Compliance Committee meets the independence requirements for purposes of serving on such committee under applicable Nasdaq and SEC rules.

Our Nominating/Governance and Compliance Committee is primarily responsible for reviewing and recommending nominees to the Board, developing plans regarding the size and composition of the Board, developing management succession planning, and establishing and maintaining policies and procedures to handle and investigate complaints, including whistleblower or other confidential complaints.

Our Nominating/Governance and Compliance Committee is also responsible for directing the investigation of complaints including advising the Board about the outcome of any complaints or any other legal matters.

the committee also assists the Board with its oversight of cyber-related risk.

Additionally, the Nominating/Governance and Compliance Committee is responsible for oversight of management's responsibilities regarding the Company's compliance with legal and regulatory requirements relating to the marketing, distribution and sale of the Company's products by the Company's Associates.

For information on criteria for director nominees, see “Consideration of Director Nominees," in our proxy statement.

Our Nominating/Governance and Compliance Committee’s responsibilities are stated more fully in its second amended charter that is posted on our corporate website at ir.mannatech.com.

For additional information on nominating nominees to the Board see “Shareholder Procedures for Nominating Board Memebers or Introducing Proposals,” in our proxy statement.

Science and Marketing Committee.

Our Science and Marketing Committee consists of Messrs.

Jobe, Rameson, Robbins, Seifrick and Toth and is chaired by Mr.

Our Science and Marketing Committee is primarily responsible for overseeing management’s product development and research and development initiatives as well as the marketing strategy for our innovative products.

The committee also oversees management’s implementation and maintenance of the Company’s Global Scientific Advisory Board to aid the Company in driving the development of innovative products for its global markets.

The Science and Marketing Committee’s responsibilities are stated more fully in its third amended and restated charter that is posted on our corporate website at ir.mannatech.com.

Shareholder Communication with Our Board of Directors

We request that any shareholders interested in communicating directly with individual directors or with our entire Board submit such correspondence in writing.

To submit written correspondence to the Board, send an email to BoardofDirectors@mannatech.com , or mail to Mannatech, Incorporated, Attention Corporate Secretary, “For Mannatech’s Board of Directors,” 1410 Lakeside Parkway, Suite 200, Flower Mound, Texas 75028.

Upon receipt, a copy of such correspondence will be given to J.

Stanley Fredrick, our Chairman of the Board.

All correspondence to specific Board members will be delivered directly to the individual Board member.

A voice message can be left for the Board at (972) 471-6512.

Our Executive Officers and designated officials may be given access to such shareholder communications with the Board, except in instances in which the charters of our committees require anonymity.

Code of Ethics

In order to help promote the highest levels of business ethics, the Board adopted a Code of Ethics for our executive officers and directors in 2003.

The Code of Ethics was amended on January 30, 2024 and is published on our corporate website at ir.mannatech.com.

Any change in or waiver from and the grounds for such change in or waiver from our Code of Ethics shall be promptly disclosed by publishing such change or waiver on our corporate website at ir.mannatech.com .

Our Code of Ethics applies to all of our executive officers and directors.

Our Code of Ethics was designed to ensure that our business is conducted in a consistent legal and ethical manner and sets forth guidelines for all areas of professional conduct, including conflicts of interest, employment policies, protection of confidential information, and fiduciary duties.

Compensation of Directors

We compensate our non-employee directors for serving and participating on the Board, for chairing committees, and for attending Board and Board committee meetings.

Our Nominating/Governance and Compliance Committee reviews the compensation of our non-employee directors and recommends to the Compensation and Stock Option Plan Committee any changes to director compensation that the Nominating/Governance and Compliance Committee deems appropriate.

Our Compensation and Stock Option Plan Committee then reviews such recommendations and after due deliberation and consideration approves any such changes it deems appropriate and recommends them to the Board.

The Board then reviews such recommendations and after due deliberation and consideration approves any such changes it deems appropriate.

Non-employee director fees during 2025 were as follows:

Governance and Compliance

Science and Marketing

Chairman fee (1)

Vice Chairman fee (1)(2)

Director retainer (1)

Special meeting fees

Re-elected Board member (3)

The Chairman fee, Vice Chairman fee and director retainer are paid monthly over the calendar year.

Prior to April 1, 2026, Mr.

Stanley Fredrick has been receiving the Chairman fee of $300,000 and not a director retainer.

Effective April 1, 2026, Mr.

Stanley Fredrick will receive the director retainer of $80,000 in lieu of the Chairman fee for the balance of 2026.

The chairman compensation will be reviewed at the end of 2026 for 2027.

Toth was appointed Vice Chairman effective December 1, 2024.

The Vice Chairman fee of $30,000 is in addition to the current Director retainer fee.

Toth's fees were prorated for one month in 2024.

Each non-employee director re-elected to the Board by our shareholders are granted 5,000 stock options.

The stock options are priced on the date of grant and expire in ten years.

One-third of the stock options vest on the date of grant, another one-third of the stock options vest on the first anniversary of the date of grant, and the remaining one-third of the stock options vest on the second anniversary of the date of grant.

Directors are eligible to be reimbursed for any reasonable out-of-pocket travel expenses in connection with their travel to and attendance at any of the Board’s meetings or committee meetings.

For fiscal year 2025, the annual retainer for independent directors was $80,000.

Directors received $500 fees for attending special board and committee meetings.

The directors did not receive any fees for attending regular virtual or in-person board or committee meetings.

In addition to the annual cash retainer, each director received $40,000 in an equity stock grant, using the closing stock price on January 2, 2025, all of which fully vested upon grant.

Further, each non-employee director re-elected to the Board by our shareholders is granted 5,000 stock options, which have a per share exercise price that is equal to the closing price per share of our common stock on the date of grant and expires in ten years, and vests as to one-third on the date of grant, one-third on the first anniversary of the date of grant, and one-third on the second anniversary of the date of grant.

2025 Director Compensation Table

The table below summarizes the compensation paid during 2025 to our non-employee directors.

Our non-employee directors do not receive non-equity incentive plan compensation, or nonqualified deferred compensation.

or Paid in Cash (1)

Awards (3)(4)

Stanley Fredrick (5)

Kevin Robbins

Robert Toth (7)

Tyler Rameson

The amounts reported in this column represent the aggregate dollar amount of annual retainer fees, committee and/or chairman fees, and meeting fees, as described in the table on the previous page.

Fredrick reimburses the company $7,431.40

for his health insurance.

As part of the equity component to the director compensation package, which was approved at the December 2017 Board meeting, each director received an unrestricted, fully vested grant of 2,686 shares of our common stock.

The amounts represented in the “Stock Awards” column reflect the aggregate grant date fair value of such awards during the reported fiscal year, computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718.

The awards were granted on January 2, 2025 and the closing price per share of our common stock on January 2, 2025 was $14.89.

The amounts reported in this column represent the aggregate fair value at the grant date, computed in accordance with FASB ASC Topic 718 “Stock Compensation”.

Fredrick and Rameson were awarded stock options in connection with their re-election to the Board at the 2025 Annual Shareholders’ Meeting.

They each received a grant of 5,000 stock options with an exercise price of $10.36 pursuant to our policy that each non-employee director re-elected to the Board by our shareholders is granted 5,000 stock options.

The stock options have a per share exercise price that is equal to the closing price per share of our common stock on June 4, 2025, the date of grant.

One-third of these stock options vested on the date of grant, one-third vest on the first anniversary date of the grant, and the remaining one-third of the stock options vest on the second anniversary of the date of grant.

See table below titled “Directors’ Stock Options Outstanding” for aggregate options outstanding at year-end.

The aggregate number of shares underlying outstanding stock options at December 31, 2025 were 20,000 for Mr.

Fredrick, 15,000 for Mr.

Jobe, 15,000 for Mr.

Robbins, 3,334 for Mr.

Toth, 16,667 for Mr.

Rameson and 6,807 for Mr.

Effective April 1, 2026, the Chairman will receive the $80,000 director retainer in lieu of the $300,000 Chairman fee.

The Chairman compensation will be reviewed at the end of 2026 for 2027.

Robbins holds positions in our associate global downline network marketing system, and we paid him commissions of $121,307 in connection therewith.

Toth retired from the Board effective May 31, 2023, and rejoined the Board as Vice Chairman effective December 1, 2024.

Included in “All Other Compensation” is the Company's reimbursement of $7,202 to Mr.

Effective April 1, 2026, directors may elect to receive the remaining balance of their 2026 retainer and other fees as stock grants in lieu of cash for the remainder of the calendar year.

Any such grants will be issued on the last day of each quarter.

Beginning January 1, 2027, directors will make this election annually on January 1 for the applicable calendar year.

Directors ’ Stock Ownership Guidelines

We encourage our non-employee directors to own shares of our common stock equal to three times the value of a director’s annual board retainer to demonstrate to our shareholders and the investment community that our directors are personally committed to our success.

However, we do not have a formal policy requiring our directors to own any specific number of shares

Executive Compensation

This executive compensation discussion describes our compensation program for the year ended December 31, 2025 for our Named Executive Officers listed below, which we refer to collectively as our “Named Executive Officers.” As a smaller reporting company, we have presented such information in accordance with the scaled disclosure requirements permitted under applicable SEC regulations.

Landen Fredrick – President and Chief Executive Officer

James Clavijo – Chief Financial Officer

We compensate our executive officers through our executive compensation program that is designed to maintain a fair, equitable, and competitive compensation package that allows the Company to attract and retain top executive talent.

Based on recommendations made by our Compensation and Stock Option Plan Committee, the Board approves all compensation related to our executive officers, including our Named Executive Officers.

The Compensation and Stock Option Plan Committee annually reviews each executive officer’s responsibilities and performance.

In general, our executive compensation program for executive officers, including our Named Executive Officers, consists of payment of an annual base salary;

participation in our Management Non-Equity Incentive Bonus Plan;

and certain other benefits and perquisites.

On March 19, 2026, the Company issued its notice to Mr.

Clavijo of its intent to not renew his employment agreement which expires on June 30, 2026.

Summary Compensation Table

The following table summarizes the total compensation awarded to our Named Executive Officers for the fiscal years ended December 31, 2025 and 2024:

Name & Principal Position

Non-Equity Incentive Plan Compensation (2)

All Other Compensation (3)

Landen Fredrick

President and Chief Executive Officer

James Clavijo (4)

Chief Financial Officer

The amounts reported in this column represent the actual base salary earned by the executive during the year reported as gross earnings ( i.e.

, gross amounts before taxes and applicable payroll deductions).

The amounts reported in this column represent annual cash bonuses that were earned under our Management Non-Equity Incentive Bonus Plan with respect to the covered fiscal year.

The amounts reported in this column include, among other items, an automobile allowance or automobile lease payments, matching contributions to our 401(k) Plan, and life insurance coverage paid on behalf of each Named Executive Officer and are detailed in the “All Other Compensation” table included below.

James Clavijo was appointed as the Company's Chief Financial Officer effective July 1, 2024.

On March 19, 2026, the Company notified Mr.

Clavijo that it will not renew his employment agreement, which expires on June 30, 2026.

To facilitate the transition of Mr.

Clavijo's duties, on March 20, 2026, the Board appointed Yasir Haider to serve as interim Chief Financial Officer.

Please refer to the Form 8-K filed with the SEC on March 24, 2026.

All Other Compensation Table

The amounts included in the “All Other Compensation” column of the Summary Compensation Table above are broken down as follows:

Automobile Allowance Payments

Company Matching 401(k) Contribution

Life Insurance

Total All Other Compensation

Landen Fredrick

James Clavijo

Executive Employment Agreements

We enter into employment agreements with certain executive officers.

Pursuant to the terms of the employment agreements, some of our executive officers are entitled to severance payments and benefits in the event of certain terminations of employment.

These provisions are described in the section titled “ Potential Payments Upon Termination or Change in Control ” appearing later.

In the employment agreements, we have agreed to pay relocation expenses for newly hired executives and allow our executives to participate in our Management Non-Equity Incentive Bonus Plan (as described below).

In addition, the employment agreements contain covenants regarding (i) confidentiality and non-disparagement that apply to the executive both during and after employment and (ii) non-competition and non-solicitation that apply to the executive during employment and for one year after termination.

Clavijo is the only Named Executive Officer who has an employment agreement with the Company (the “ Clavijo Employment Agreement, ” respectively).

Clavijo was appointed as the Company’s Chief Financial Officer effective July 1, 2024.

The Clavijo Employment Agreement automatically renews for successive one-year periods on June 30 unless 90 days' prior written notice is provided for non-renewal or is terminated pursuant to the terms of the Clavijo Employment Agreement.

The Clavijo Employment Agreement also provides that during Mr.

Clavijo’s employment with the Company, Mr.

Clavijo will be eligible to participate in the Company’s annual executive bonus program and the opportunity to earn a bonus and the amount of any bonus compensation under such annual executive bonus program will be determined by the Board or the compensation committee.

On March 19, 2026, the Company provided Mr.

Clavijo with requisite notice that the agreement would not be renewed and that it will expire on June 30, 2026.

Under the terms of the Clavijo Employment Agreement, Mr.

Clavijo is entitled to receive his base salary for a period of three months following the expiration of the current term.

Non-Equity Incentive Plan

We award annual cash bonuses under our Management Non-Equity Incentive Bonus Plan for achievement of specified performance objectives within a specific performance period, which is typically one year or less.

We make awards from an established incentive pool.

The Compensation and Stock Option Plan Committee determines the total size of our incentive pool by considering our financial performance.

We believe this pool-based bonus system helps foster teamwork and ensures that all executives work collectively to improve our performance.

The following table represents the 2025 Operating Profit targets and bonus opportunities:

2025 Operating Profit Targets – Annual Bonus

Operating Profit Target (1) (millions)

Senior Executive Bonus Opportunity (2)

(as % of Operating Profit)

(1) After accrual of Annual Bonus Opportunity.

(2) This bonus tier is reserved for members of senior management as designated by the Compensation and Stock Option Plan Committee.

opportunity is a percentage of the eligible senior management member's salary.

Shortly after year-end, the Compensation and Stock Option Plan Committee reviewed the performance objectives established under the bonus plan as compared to actual performance delivered by the Company for the fiscal year.

Based on the performance criteria, the committee determined that the Company did not achieve the Operating Profit Targets for the year ending December 31, 2025.

Consequently, no bonuses were awarded to the senior executive officers under the Management Non-Equity Incentive Bonus Plan.

On May 9, 1997, we adopted a 401(k) Pre-tax Savings Plan (the "401(k) Plan").

All full-time employees, including our Named Executive Officers, who have completed three months of service and are at least 21 years of age are eligible to participate in our 401(k) Plan.

During 2024, employees were allowed to contribute to our 401(k) Plan up to the maximum annual limit of their current annual compensation, as statutorily prescribed.

The 401(k) Plan permits matching employer contributions in the amount of $0.50 for each $1.00 contributed by a participating employee up to a maximum of 6% of the participant’s annual salary.

The 401(k) Plan also allows us to make discretionary profit-sharing contributions each year based upon our profit.

Employee contributions and our matching contributions are paid to a corporate trustee and are invested as directed by the participant.

Our contributions to our 401(k) Plan vest over five years or earlier if the participant retires at age 65, becomes disabled, or dies.

Distributions to participants may be made in the case of financial hardship, and distributions may be made in a lump sum.

Our 401(k) Plan is intended to qualify under Section 401(a) of the Code, so that contributions made by employees or by us to our 401(k) Plan, and income earned on these contributions, are not taxable to our employees until withdrawn from the 401(k) Plan.

2025 Outstanding Equity Awards at Fiscal Year End Table

The following table sets forth certain information about outstanding equity awards held by our Named Executive Officers at December 31, 2025:

Option Awards

Named Executive

Number of Securities

Unexercised Options (#)

Number of Securities

Unexercised Options

(#) Unexercisable

Landen Fredrick

April 2, 2018

April 2, 2028

James Clavijo (1)

(1) James Clavijo was appointed as the Company's CFO effective July 1, 2024.

On March 19, 2026, the Company notified Mr.

Clavijo that it will not renew his employment agreement, which expires on June 30, 2026.

To assist with the transition of his duties, on March 20, 2026, the Board appointed Yasir Haider to serve as Interim CFO.

Please refer to the Company’s Form 8-K filed with the SEC on March 24, 2026.

Retirement Benefits and Non-Qualified Deferred Compensation

Our Named Executive Officers do not participate in any retirement plans, pension plans (other than the 401(k) Plan) or non-qualified deferred compensation plans.

Potential Payments Upon Termination or Change in Control

The following discussion summarizes our payment obligations to our Named Executive Officers upon termination or change in control assuming such termination or change in control occurred on December 31, 2025:

Options under the Mannatech, Incorporated 2017 Stock Incentive Plan (the “ 2017 Plan ” )

The NEO’s stock option award agreements provide that, upon a termination of employment for “cause” (as defined below), all outstanding options granted under the 2017 Plan, whether vested or unvested, will immediately be forfeited.

If, however, an NEO’s employment is terminated for any other reason (other than due to death or “disability” (as defined below)), the NEO may exercise those options that were exercisable immediately prior to his or her termination of employment during the period ending on the earlier of (x) the date that is three months following the date of termination and (y) the expiration date.

In the event that a NEO’s employment is terminated due to death or disability, the NEO (or his or her legal representative, executor, administrator, heir or legatee, as the case may be) may exercise those options that were exercisable immediately prior to his or her termination of employment during the period ending on the earlier of (x) the date that is twelve months following the date of termination and (y) the expiration date.

Under the 2017 Plan, the terms “cause” and “disability” have the meanings generally summarized below:

“Cause ” will be the same as defined in an executive’s employment agreement and absent such agreement, the term “cause” means (i) the commission of a felony or crime involving moral turpitude or other act of willful malfeasance or material fiduciary breach, (ii) conduct tending to bring the Company into substantial public disgrace, or disrepute, (iii) gross negligence or willful misconduct with respect to the Company or (iv) a material violation of state or federal securities laws.

“Disability ” will be the same as defined in an executive’s employment agreement and absent such agreement, the term “disability” generally means an executive’s inability to substantially perform his or her duties to the Company by reason of a medically determinable physical or mental impairment that is expected to last for a period of six months or longer or to result in death.

Clavijo Employment Agreement:

Under the terms of the Clavijo Employment Agreement, if the Company intends to not renew Mr.

Clavijo’s employment agreement, the Company must provide written notice at least 90 days prior to the expiration of the initial term or any renewal term.

If the Company exercises its right to not renew the Clavijo Employment Agreement, the Company must pay Mr.

Clavijo his base salary for a period of three (3) months following the expiration of the initial term or any renewal term.

Additionally, under the Clavijo Employment Agreement, either party may terminate the agreement prior to the expiration of the initial term or any renewal term by providing at least thirty (30) days’ prior written notice of termination for any or no reason, to the other party.

If the Company exercises this right, Mr.

Clavijo will continue to receive his base salary for the balance of the initial term or any renewal term plus an additional three months following the expiration date.

As a condition of receipt of any severance, Mr.

Clavijo must execute a release of claims against the Company and its affiliates.

Notwithstanding the statements above, if Mr.

Clavijo’s employment is terminated for cause, if he resigns without good reason, or is terminated due to his death, Mr.

Clavijo is only entitled to (i) any remaining base salary earned and not yet paid through the termination date;

(ii) any annual bonus, or portion thereof, that was earned through the termination date;

(iii) all reimbursable expenses due but not yet paid through the termination date;

and (iv) all earned or vested benefits (or an amount equivalent to the value of such benefits) payable under our benefit plans or arrangements through the termination date.

Under the Clavijo Employment Agreement, “cause”, “good reason” and “disability” has the meanings generally summarized below:

“Cause” means (i) we determined that Mr.

Clavijo has neglected, failed, or refused to render the services or to perform any other of his duties or obligations under the Clavijo Employment Agreement, (ii) Mr.

Clavijo violated any provision or obligation under the Clavijo Employment Agreement, (iii) Mr.

Clavijo is indicted for, or plead no contest with respect to, any crime that adversely affected the Company or the utility of Mr.

Clavijo’s services to the Company, or (iv) any other act or omission of Mr.

Clavijo involving fraud, theft, dishonesty, disloyalty, or illegality that harmed or embarrassed the Company or its affiliates.

“Good reason” means (i) any denial of compensation due and owing to Mr.

Clavijo under the Clavijo Employment Agreement, (ii) any requirement that Mr.

Clavijo be based anywhere other than the DFW Metroplex, except for travel incident to our business, (iii) our demotion of Mr.

Clavijo in title or pay, or our removal of a material portion of Mr.

Clavijo’s significant duties or responsibilities without Mr.

Clavijo’s consent, or (iv) our material breach of the Clavijo Employment Agreement.

“Disability” means because of Mr.

Clavijo’s physical or mental impairment, he has been substantially unable to perform his duties under the agreement for a continuous period of 180 days, or for 210 days within any one-year period.

The following table shows the potential payments upon Company's termination of Mr.

Clavijo’s employment under the circumstances described above or the occurrence of a change in control assuming such termination or change in control occurred on December 31, 2025.

Termination Event

Cash Severance

Acceleration of

Equity Awards

Total Termination

Termination With Cause

Termination Without Cause

Early Termination

Resignation for Good Reason

Resignation without Good Reason

Non-Renewal of his Employment Agreement (1)

Change in Control

(1) On March 19, 2026, the Company provided Mr.

Clavijo with requisite notice that it would not renew his agreement.

The Clavijo Employment Agreement expires on June 30, 2026.

As noted above, Mr.

Clavijo is entitled to receive his base salary for a period of three months following expiration of the agreement.

For that three-month period, Mr.

Clavijo will receive $63,461.

Pay Versus Performance

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company.

Pay Versus Performance Table

Summary compensation table total for PEO (1)

Compensation actually paid to PEO (2)(3)

Average summary compensation table total for non-PEO named executive officers (4)

Average compensation actually paid to non-PEO named executive officers (5)

Value of initial fixed $100 investment based on:

Total shareholder return ("TSR") (6)

Net income (loss) (millions) (7)

The dollar amounts reported in column (b) for 2025 include the amounts of total compensation reported for Landen Fredrick, our Chief Executive Officer in the “Total” column of the Summary Compensation Table.

The dollar amounts reported in column (c) for 2025 represent the amount of “compensation actually paid” to Landen Fredrick, our Chief Executive Officer as computed in accordance with Item 402(v) of Regulation S-K.

In accordance with the SEC rules, no adjustments were required to Mr.

Fredrick’s total compensation for 2025.

Landen Fredrick was appointed as President and Chief Executive Officer effective April 1, 2024.

Reported Summary Compensation Table Total for PEO

Reported Value of Equity Awards (a)

Equity Award Adjustments (b)

Compensation Actually Paid to PEO

In 2025, we granted 20,000 stock options to Mr.

Pursuant to SEC rules, certain equity award adjustments may be required to show compensation actually paid in the event that equity awards are granted, vested or forfeited during the reported year, or there is incremental value or loss on unvested awards.

No equity award adjustments are required for the 2023, 2024 and 2025 reported years, and the total amounts reported in the Summary Compensation Table for the PEO and other NEOs for such years is equal to the compensation actually paid for purposes of this disclosure.

The dollar amounts reported in column (d) are the amount of total compensation reported for our non-PEO NEOs, on an average basis, for each corresponding year in the “Total” column of the Summary Compensation Table.

Our non-PEO NEO for 2025 was James Clavijo.

Our non-PEO NEOs for 2024 were David A.

Johnson and James Clavijo.

Our non-PEO NEOs for 2023 were Landen Fredrick and David A.

The dollar amounts reported in column (e) for 2025 represent the amount of “compensation actually paid” to Mr.

Clavijo, on an average basis, as computed in accordance with SEC rules.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr.

Clavijo during the applicable year.

In accordance with the requirements of SEC rules, no adjustments were required to the non-PEO NEOs’ average total compensation for 2025, 2024 or 2023 in order to determine the average compensation actually paid.

Average Reported Summary Compensation Table Total for Non-PEO NEOs

Average Reported Value of Equity Awards (a)

Average Equity Award Adjustments (b)

Average Compensation Actually Paid to Non-PEO NEOs

Clavijo was granted 10,000 stock options during 2025.

See footnote 2(b) above.

None of the required adjustments applied to the non-PEO NEOs’ total compensation in determining average compensation actually paid.

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s share price at the end and the beginning of the measurement period by our Company's share price at the beginning of the measurement period.

Reflects “Net (Loss) Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024 and 2023.

Description of Relationship Between Compensation Actually Paid to TSR and Net Income

Compensation actually paid to the PEO decreased year over year by $272,238, or 42.47% in 2025.

Compensation actually paid to the non-PEO NEO increased year over year by $54,482, or 60.29% in 2025.

During this period, the company's cumulative TSR was (39.0)%.

Net income decreased year over year by $6.3 million, or 252.0% in 2025.

Named Executive Officers Stock Ownership Guidelines

We do not have stock ownership guidelines for our Named Executive Officers.

Compensation and Stock Option Plan Committee Interlocks and Insider Participation

Jobe, Rameson, Seifrick, and Toth served during 2025 and Messrs.

Jobe, Rameson, Seifrick, and Toth currently serve on our Compensation and Stock Option Plan Committee.

None of these individuals is or has been an officer or employee of ours.

None of our executive officers is a member of any other company’s board of directors or serves as a member of any other company’s compensation committee that has or has had one or more executive officers serving as a member of the Board or our Compensation and Stock Option Plan Committee.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of December 31, 2025, concerning beneficial ownership of shares of our common stock by (a) each person known by us to beneficially own 5% or more of our outstanding shares of common stock, (b) each of our directors and “Named Executive Officers,” and (c) all of our current directors and executive officers as a group.

Total Number of

Outstanding Shares

and Shares Underlying

Options (1) (2)

Outstanding (1)

Beneficial Owners of 5% or More

Dayton Judd and affiliates (3)

Marlin Ray Robbins

Directors and Named Executive Officers

Stanley Fredrick (4)

Tyler Rameson (6)

James Clavijo (7)

All 8 executive officers and directors as a group

Shares of our common stock subject to stock options, warrants, or any other convertible security currently exercisable or convertible, or exercisable or convertible within 60 days of April 6, 2026, are deemed outstanding for computing the percentage of the person or entity holding such securities but are not outstanding for computing the percentage of any other person or entity.

The information contained in this table with respect to beneficial ownership reflects “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act.

All information with respect to the beneficial ownership of any shareholder has been furnished by such shareholder and, except as otherwise indicated or pursuant to community property laws, each shareholder has sole voting and investment power with respect to shares listed as beneficially owned by such shareholder.

This information regarding beneficial ownership is based on the Schedule 13G/A filed with the SEC by Mr.

Dayton Judd, Sudbury Capital Fund, LP, Sudbury Holdings, LLC, Sudbury Capital GP, LP and Sudbury Capital Management, LLC on January 13, 2023.

Judd has sole voting power and sole dispositive power with respect to 2,500 shares of our common stock and shared voting and dispositive power with respect to 138,639 shares of our common stock, which includes (i) 393 shares of common stock held indirectly by Mr.

Judd through his spouse and (ii) 138,246 shares of our common stock held by Sudbury Capital Fund, LP.

Each of Sudbury Capital Fund, LP, Sudbury Holdings, LLC, Sudbury Capital Fund, GP, LP and Sudbury Capital Management, LLC has shared voting power and sole dispositive power with respect to 138,246 shares of our common stock.

The general partner of Sudbury Capital Fund, LP is Sudbury Capital GP, LP, of which Sudbury Holdings, LLC is the general partner.

Judd is the sole member of Sudbury Holdings, LLC.

Judd may, therefore, be deemed to be the beneficial owner of shares of common stock held by Sudbury Capital Fund LP.

Because Sudbury Capital Management, LLC is the investment adviser of Sudbury Capital Fund, LP, Sudbury Capital Management, LLC may be deemed to be the beneficial owner of the shares held by Sudbury Capital Fund, LP.

Because Sudbury Holdings, LLC is the indirect general partner of Sudbury Capital Fund, LP, Sudbury Holdings, LLC may be deemed to be the beneficial owner of the shares of common stock held by Sudbury Capital Fund, LP.

The address for Mr.

Judd and the foregoing entities is 136 Oak Trail, Coppell, TX 75019.

Fredrick beneficially owns more than 5% of our common stock.

He maintains offices at 1410 Lakeside Parkway, Suite 200, Flower Mound, TX 75028.

The number of shares owned by Mr.

J.S Fredrick includes 231,975 shares of our common stock directly held by Mr.

Fredrick and 125,000 shares of our common stock held through JSF Resources LTD Partnership.

JSF Resources LTD is a limited partnership that is owned by FSJ Secure Trust, of which Mr.

J.S Fredrick is the sole beneficiary.

Rameson beneficially owns more than 5% of our common stock.

Rameson maintains offices at 1805 Jelinda Drive, Santa Barbara, CA 93101.

Following a discussion and mutual agreement on March 19, 2026, the Company notified Mr.

Clavijo that it will not renew his employment agreement.

The agreement expires on June 30, 2026.

Please refer to the Company’s Form 8-K filed with the SEC on March 24, 2026.

Certain Relationships and Related Transactions

Transactions involving M5M Foundation

For each of the years ended December 31, 2025, and 2024, the Company made cash donations of $0.4 million to the M5M Foundation, a 501(c)(3) charitable organization that works to combat the epidemic of childhood malnutrition on a global scale.

Some of the Company’s directors and officers and their family members serve on the board of the M5M Foundation, including:

Landen Fredrick, (1) the Company’s President and Chief Executive Officer, and the son of

Stanley Fredrick, the Company’s Chairman of the Board and a major shareholder;

Lorrie Jobe, daughter of Larry Jobe, a member of the Board and Chairman of the Audit Committee.

(1) Landen Fredrick is the Chairman of the Board for the M5M Foundation.

Transactions involving J.

Stanley Fredrick

For the years ended December 31, 2025, and 2024, we paid employment compensation of approximately $358,000 and $330,000, respectively, in salary, bonus, auto allowance, and other compensation to Landen Fredrick, son of J.

Stanley Fredrick, the Company’s Chairman of the Board and a major shareholder..

In addition, Landen Fredrick participated in the employee health care benefit plans available to all employees of the Company.

Landen Fredrick was appointed as President and Chief Executive Officer effective April 1, 2024.

Landen served as interim Chief Financial Officer from January 22, 2024 to July 1, 2024.

Landen Fredrick served as President and Chief Operating Officer from June 2023 through March 31, 2024 and previously served as Chief Sales and Marketing Officer from November 2019 to June 2023.

Prior to that, Mr.

Fredrick served as Chief Global Sales Officer and President North America from January 2018 until November 2019.

Prior to that, Mr.

Fredrick served as Senior Vice President, Global Operations since August 2016, Senior Vice President, Supply Chain and IT since August of 2015.

Prior to that, Mr.

Fredrick served as Vice President, Global Operations since May of 2013 as Vice President, North American Sales and Operations since January of 2011, as Vice President, North American Sales since February of 2010 and as Senior Director of Tools and Training since his hire in May of 2006.

Landen Fredrick also serves as Chairman of the Board of Directors for the M5M Foundation.

On April 23, 2024, the Company entered into an unsecured loan agreement and promissory note with J.

Stanley Fredrick.

The note requires quarterly interest payments beginning June 30, 2024, has an annual interest rate of 16%, and certain other terms customarily included in similar debt financing arrangements.

The Company has the right to prepay all or a portion of the note at any time without premium or penalty.

KNAV Advisory, Inc.

was engaged to evaluate and provide a fairness opinion on the loan transaction and its related terms.

The Company received the fairness opinion on April 15, 2024, finding that the terms of the note are fair from a financial point of view.

The Company signed the note on April 23, 2024, in the amount of $1,000,000.

As of December 31, 2025, the Company has made payments on the note in the amount of $0.2 million.

The note was due in full on September 30, 2026.

On March 11, 2026, the Company and J.

Stanley Fredrick extended the maturity date of the note to September 30, 2027.

Transactions involving Larry A.

In 2024, the Company engaged KNAV Advisory, Inc.

(“KNAV”) to provide a fairness opinion regarding the previously disclosed loan transaction involving directors J.

Stanley Fredrick, Tyler J.

Rameson, and Kevin Robbins.

Lowell Jobe, the son of Larry Jobe, was a senior employee, non-equity partner of KNAV.

Larry Jobe did not participate in the transaction and Lowell Jobe did not participate in nor did he influence the formation of KNAV’s fairness opinion.

Additionally, in 2024, the Company engaged KNAV to conduct an audit of the Company’s profit sharing plan, and to provide tax compliance and internal control compliance (SOX 404) services to the Company.

Larry Jobe recused himself on all discussions and resolutions regarding the engagement of KNAV.

As an employee of KNAV, Lowell Jobe did not actively participate in any of the services provided by KNAV to the Company.

Lowell Jobe’s employment with KNAV ended on December 31, 2024.

Effective January 1, 2025, Lowell Jobe began providing services to KNAV as an independent contractor.

The value of the services performed during 2024 by KNAV was approximately $0.2 million.

Transactions involving Tyler J.

On April 23, 2024, the Company entered into an unsecured loan agreement and promissory note with Tyler J.

Rameson, through his firm, Jade Capital, LLC, where he is the managing partner.

The note requires quarterly interest payments beginning June 30, 2024, has an annual interest rate of 16%, and certain other terms customarily included in similar debt financing arrangements.

The Company has the right to prepay all or a portion of the note at any time without premium or penalty.

KNAV was engaged to evaluate and provide a fairness opinion on the loan transaction and its related terms.

The Company received the fairness opinion on April 15, 2024, finding that the terms of the note are fair from a financial point of view.

The Company signed the note on April 23, 2024, in the amount of $2,500,000.

As of December 31, 2025, the Company has made payments on the note in the amount of $0.6 million.

The note was due in full on September 30, 2026.

On March 11, 2026, the Company and Mr.

Rameson extended the maturity date of the note to September 30, 2027.

Transactions involving Kevin Robbins

Kevin Robbins was elected to the Board on December 7, 2016.

Robbins is an Associate and the son of Mr.

Marlin Ray Robbins, a shareholder and holder of multiple positions in the Company's associate global downline network marketing system.

The Company pays commissions and incentives to its associates and during 2025 and 2024, the Company paid aggregate commissions and incentives to Mr.

Robbins of approximately $0.1 million and $0.2 million, respectively.

Dawn Robbins, the wife of Mr.

Robbins, is not an Associate with the Company;

however, she does have a preferred customer account.

Preferred customers do not participate in the commission plan and do not earn commissions or incentives under the Company’s global Associate career and compensation plan.

Robbins’ sister-in-law, Demra Robbins, did not earn any commissions in 2025, and earned less than $0.1 million in 2024 and is also an Associate eligible to earn commissions under the plan.

Robbins' father, Mr.

Marlin Ray Robbins, was paid, during the years 2025 and 2024, the aggregate amount of commission and incentives of $1.5 million and $1.7 million, respectively.

On April 23, 2024, the Company entered into an unsecured loan agreement and promissory note with Kevin Robbins.

The note requires quarterly interest payments beginning June 30, 2024, has an annual interest rate of 16%, and certain other terms customarily included in similar debt financing arrangements.

The Company has the right to prepay all or a portion of the note at any time without premium or penalty.

KNAV was engaged to evaluate and provide a fairness opinion on the loan transaction and its related terms.

The Company received the fairness opinion on April 15, 2024, finding that the terms of the note are fair from a financial point of view.

The Company signed the note on April 23, 2024, in the amount of $100,000.

As of December 31, 2025, the Company has made payments on the note in the amount of $24,000.

The note was due in full on September 30, 2026.

On March 11, 2026, the Company and Mr.

Robbins extended the maturity date of the loan to September 30, 2027.

Review and Approval of Related Party Transactions

Our Audit Committee reviews all relationships and transactions, including relationships and transactions with our directors, director nominees, executive officers and their immediate family members, as well as holders known by us to own more than 5% of any class of our voting securities and their family members, who have a direct or indirect material interest.

Although the Board does not have a formal policy with respect to related party transactions, in approving or rejecting such proposed transactions, our Audit Committee considers the nature of the related party transaction, the amount and material terms of the transaction, whether the transaction is on terms no less favorable to Mannatech than terms generally available in a similar transaction with an unaffiliated third party, whether the transaction would impair the judgment of a director or executive officer to act in the best interest of Mannatech, and other facts and circumstances available and deemed relevant to our Audit Committee.

REPORT OF THE AUDIT COMMITTEE

Our purpose is to assist the Board in overseeing its financial reporting, internal controls, and audit functions.

Jobe has been the Audit Committee’s Chairman since February 2007 and is designated by the Board as the financial expert of our Audit Committee.

Other members currently include Messrs.

Rameson, John A.

Seifrick, and Robert Toth.

The Board has determined that each of the Audit Committee’s members meet the independence and financial literacy requirements for purposes of serving on such committee under applicable rules of Nasdaq and the SEC.

We operate under a written charter adopted by the Board.

We review and address the adequacy of our charter on an annual basis.

See our Fifth Amended and Restated Charter of the Audit Committee, which is posted on the Company’s corporate website at ir.mannatech.com.

We are responsible for reviewing the Company’s consolidated financial statements, its systems of internal controls, and internal control over financial reporting.

The Company’s independent registered public accounting firm is responsible for auditing our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).

Our activities are in no way designed to supersede or alter our responsibilities or the responsibilities of the Company’s independent registered public accounting firm.

We assist the Board in fulfilling its responsibilities for oversight of the quality and integrity of the Company’s accounting, auditing, and reporting practices, and such other duties as directed by the Board.

Our role does not provide any special assurances with regard to the Company’s consolidated financial statements, nor does it involve a professional evaluation of the quality of audits performed by the Company’s independent registered public accounting firm.

We strengthened our ability to assist the Board of Directors, and formed a subcommittee called the Disclosure Committee.

The Disclosure Committee is comprised of high-level employees and officers who report to us and the Company’s Chief Executive Officer and Chief Financial Officer.

The Disclosure Committee is responsible for reviewing all of the Company’s filings with the SEC.

We have furnished the Board with the following report:

We have reviewed and discussed with the Company’s management their audited consolidated financial statements as of and for the year ended December 31, 2025 and the certification process required by the Sarbanes-Oxley Act of 2002.

The Company has represented to us that its consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

We have also discussed the following with BDO USA, P.C., the Company’s independent registered public accounting firm:

(i) the auditor’s responsibilities, (ii) any significant issues arising during the audit, and (iii) the matters required to be discussed by the applicable requirements of the PCAOB.

We received the written disclosures from BDO USA, P.C.

required by Rule 3526 of the PCAOB.

We have discussed with the Company’s independent registered public accounting firm the accounting firm’s independence from Company management.

In addition, we have discussed the adequacy of the Company’s internal control over financial reporting with the Company’s independent registered public accounting firm and Company management.

Based on the review and discussions referred to above, we recommended to the Board and the Board subsequently approved that the Company’s year-end audited consolidated financial statements be included in the Company’s 2025 Annual Report on its Form 10-K for the year ended December 31, 2025, for filing with the SEC.

The Audit Committee

Jobe, Chairman

Principal Accountant Fees and Services

Fees Paid to Our Independent Registered Public Accounting Firm

For the years ended December 31, 2025 and 2024, we were billed the following fees by our current independent registered public accounting firm, BDO USA, P.C.

Type of Service

(in thousands)

Audit Fees , including the audit of our consolidated financial statements and annual report on Form 10-K, review of our quarterly financial statements and quarterly reports filed on Form 10-Q, and international statutory audits

Audit-Related Fees , including fees related to the annual audit of employee 401(k) benefit plan

Tax Fees , including fees for tax services, tax advice, transfer pricing, state, and international tax consultation

All Other Fees , related to all other services including expatriation issues and miscellaneous consulting and advisory services

The “ de minimis exception ” described above was not used for any fees paid to BDO USA, P.C.

in 2025 and 2024.

All fees were pre-approved by our Audit Committee.

The members of our Audit Committee believe the payment of all fees set forth above did not prohibit BDO USA, P.C.

from maintaining its independence.

Exhibits and Financial Statement Schedule

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Dallas, Texas;

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

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

Financial Statement Schedule

The financial statement schedule required by this item is included as an Exhibit to this Annual Report on Form 10-K.

Financial statement schedules are omitted because they are not applicable or required, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1).

See Index to Exhibits following Item 16 of this Annual Report on Form 10-K.

3 unchanged sentences

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit (s) Filing Date

Exhibit Description

Amended and Restated Articles of Incorporation of Mannatech, dated May 19, 1998.

S-1 333-63133 3.1 October 28, 1998

October 28, 1998

Amendment to the Amended and Restated Articles of Incorporation of Mannatech, dated January 13, 2012.

8-K 000-24657 3.1 January 17, 2012

January 17, 2012

Fifth Amended and Restated Bylaws of Mannatech, effective August 25, 2014.

8-K 000-24657 3.1 August 27, 2014

August 27, 2014

Specimen Certificate representing Mannatech ’ s common stock, par value $0.0001 per share.

S-1 333-63133 4.1 October 28, 1998

October 28, 1998

Description of Securities

10-K 000-24657 4.2 March 26, 2020

March 26, 2020

Mannatech, Incorporated 2017 Stock Incentive Plan

S-8 333-233418 4.1 August 22, 2019

August 22, 2019

First Amendment to Mannatech, Incorporated 2017 Stock Incentive Plan

10-Q 000-24657 10.1 August 7, 2019

August 7, 2019

Form of Performance Stock Unit Award Agreement

10-Q 000-24657 10.2 August 8, 2017

August 8, 2017

Form of Stock Option Award Agreement

10-Q 000-24657 10.3 August 8, 2017

August 8, 2017

Form of Restricted Stock Unit Award Agreement

10-Q 000-24657 10.4 August 8, 2017

August 8, 2017

Form of Stock Appreciation Rights Award Agreement

10-Q 000-24657 10.5 August 8, 2017

August 8, 2017

Form of Restricted Stock Award Agreement

10-Q 000-24657 10.6 August 8, 2017

August 8, 2017

Form of Performance Stock Award Agreement

10-Q 000-24657 10.7 August 8, 2017

August 8, 2017

Amended and Restated 1998 Incentive Stock Option Plan, dated August 7, 2004.

10-K 000-24657 10.1 March 15, 2004

March 15, 2004

Amended and Restated 2000 Option Plan, dated August 7, 2004.

10-K 000-24657 10.1 March 15, 2004

March 15, 2004

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

August 9, 2004

Form of Indemnification Agreement between Mannatech and each of the following directors:

3 unchanged sentences

Jobe, and Robert A.

10-Q 000-24657 10.4 November 4, 2010

November 4, 2010

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

March 26, 2018

Employment Agreement between Alfredo Bala and Mannatech, effective October 1, 2007, dated September 18, 2007.

8-K 000-24657 10.1 September 24, 2007

September 24, 2007

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

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

March 14, 2017

Code of Ethics for Officers

10-K 00-24657 14.1 March 25, 2025

March 25, 2025

Insider Trading Disclosures

10-K 00-24657 19.1 March 25, 2025

March 25, 2025

List of Subsidiaries.

1 unchanged sentence

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit (s) Filing Date

Exhibit Description

Power of Attorney, which is included on the signature page of this annual report on Form 10-K.

4 unchanged sentences

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 * * * *

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

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MANNATECH, INCORPORATED

March 25, 2025 By:

April 15, 2026

/s/ Landen Fredrick

2 unchanged sentences

(principal executive officer)

March 25, 2025 By:

/s/ James Clavijo

James Clavijo

Chief Financial Officer

April 15, 2026

/s/ Yasir Haider

Interim Chief Financial Officer

(principal financial officer)

3 unchanged sentences

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

/s/ Landen Fredrick

Chief Executive Officer

(principal executive officer)

April 15, 2026

Landen Fredrick

/s/ James Clavijo Chief Financial Officer

(principal financial officer) March 25, 2025

James Clavijo

Stanley Fredrick Chairman of the Board March 25, 2025

/s/ Yasir Haider

Interim Chief Financial Officer

(principal financial officer)

April 15, 2026

Stanley Fredrick

Chairman of the Board

April 15, 2026

Stanley Fredrick

/s/ Robert A.

Toth Vice Chairman of the Board March 25, 2025

/s/ Kevin Andrew Robbins Director March 25, 2025

Vice Chairman of the Board

April 15, 2026

/s/ Kevin Andrew Robbins

April 15, 2026

Kevin Andrew Robbins

Jobe Director March 25, 2025

/s/ Tyler Rameson Director March 25, 2025

April 15, 2026

/s/ Tyler Rameson

April 15, 2026

Tyler Rameson

Seifrick Director March 25, 2025

April 15, 2026

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm