MANNATECH INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), have concluded, based on their evaluation as of December 31, 2025, that our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d – 15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting During the quarter ended December 31, 2025, there were no changes in our internal control over our financial reporting that we believe materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a – 13(f) or Rule 15d-15(f) under the Exchange Act) for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes: maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. 55 Table of Contents Item 9B. Other Information During the quarter ended December 31, 2025 , none of our directors or officers (as defined in Rule 16a - 1 (f) of the Exchange Act) adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Item 10. Directors, Executive Officers and Corporate Governance Overview 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: Name Age Position Landen Fredrick 53 President and Chief Executive Officer Erin K. Barta 56 General Counsel and Corporate Secretary James Clavijo (1) 60 Chief Financial Officer J. Stanley Fredrick 87 Chairman of the Board of Directors Robert Toth 73 Vice Chairman of the Board of Directors; Independent Board Member Larry A. Jobe 86 Independent Board Member Tyler Rameson 52 Independent Board Member Kevin Robbins 58 Non-employee Board Member John A. Seifrick 65 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: Erin K. 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. Ms. 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. 56 Table of Contents James Clavijo joined Mannatech as the Company’s CFO on July 1, 2024. Mr. 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. Mr. 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. Mr. 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. Mr. Clavijo was an Officer in the U.S. Army, serving for 13 years in active and reserve duty. Mr. 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. Mr. 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. J. Stanley Fredrick has served as a Class II director since September 2001. From November 2003 through January 2009, Mr. J.S. 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. Mr. Fredrick's current term as director expires in 2028. In 2003, Mr. Fredrick was a founding board member of Professional Bank in Dallas, Texas, where he served until it sold in 2009. Mr. 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. Mr. 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. In 2021, Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. Fredrick earned a Bachelor of Business Administration from Abilene Christian University and a Master of Business Administration from Amberton University. Mr. Fredrick is the son of J. Stanley Fredrick, Chairman of the Board and a significant shareholder of the Company. Larry A. 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. Mr. 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. Mr. 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. Mr. Jobe maintained an active Certified Public Accounting (CPA) license from 1962 to 2002 and currently maintains his license on an inactive or retired status. 57 Table of Contents Tyler J. Rameson has served as a Class II director since June 6, 2018. His current term as director expires in 2028. Mr. 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. Mr. 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. By 1996, Mr. 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. In 2000, Mr. 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. Mr. Robbins earned a Bachelor of Business Administration in Marketing at The University of Texas at Arlington. John A. Seifrick was appointed to the Company’s Board as a Class III director in April of 2022. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. 58 Table of Contents 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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). Mr. 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. J. 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. Mr. 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. Mr. Fredrick’s professional background provides him with a vast understanding of our Company, associate field leadership, and sales techniques. Larry A. Jobe brings to the Board extensive experience in management, finance and auditing. Mr. Jobe also has significant experience serving on other public company boards. Mr. 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. Mr. Jobe maintained an active CPA license from 1962 to 2002 and currently maintains his license on an inactive or retired status. Tyler J. Rameson, our second largest shareholder, brings to the Board extensive financial experience. Mr. 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. In 2008, Mr. Rameson co-founded Gray Whale Capital, an SEC registered investment company that executed proprietary investment strategies worldwide. Mr. 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. Mr. Robbins brings to the Board more than 20 years of experience as an independent Associate of the Company. Mr. 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. 59 Table of Contents John A. Seifrick brings to the Board extensive experience in senior management, finance, and as an entrepreneur. Mr. 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. Mr. 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. Mr. Toth has more than 39 years of direct selling experience, principally with Avon Products, Inc. Mr. 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; and • 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; and • 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. 60 Table of Contents 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. J. 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. 61 Table of Contents 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: Class Term Expiration Directors Class I 2027 Larry A. Jobe * and Kevin Robbins Class II 2028 J. Stanley Fredrick (1) and Tyler J. Rameson * Class III 2026 John A. Seifrick * and Robert Toth *(2) * Independent Board Member (1) Chairman of the Board of Directors (2) 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. 62 Table of Contents Committees of Our Board of Directors During 2025, the Board had four committees with various functions. Mr. 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 Audit Committee Compensation and Stock Option Plan Committee Nominating/ Governance, and Compliance Committee Science and Marketing Committee Non-Employee Independent Directors: Larry A. Jobe C M M M John A. Seifrick M C M M Tyler Rameson M M C M Robert Toth (1) M M M M Non-Employee Directors: J. Stanley Fredrick (2) Kevin Robbins C M Member C Committee Chairman (1) Mr. 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. (2) Chairman of the Board of Directors The committees and their functions are as follows: 1. Audit Committee. Our Audit Committee consists of Messrs. Jobe, Rameson, Seifrick and Toth and is chaired by Mr. Jobe. 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. 63 Table of Contents 2. 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. Seifrick. 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. 3. Nominating/Governance and Compliance Committee. Our Nominating/Governance and Compliance Committee consists of Messrs. Jobe, Rameson, Seifrick and Toth and is chaired by Mr. Rameson. 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. 4. Science and Marketing Committee. Our Science and Marketing Committee consists of Messrs. Jobe, Rameson, Robbins, Seifrick and Toth and is chaired by Mr. Robbins. 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. 64 Table of Contents 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: Board Member Audit Committee Compensation and Stock Option Plan Committee Nominating/ Governance and Compliance Committee Science and Marketing Committee Chairman fee (1) $ 300,000 $ 20,000 $ 18,000 $ 18,000 $ 10,000 Vice Chairman fee (1)(2) $ 30,000 $ — $ — $ — $ — Director retainer (1) $ 80,000 $ — $ — $ — $ — Special meeting fees $ 500 $ 500 $ 500 $ 500 $ 500 Re-elected Board member (3) $ — $ — $ — $ — $ — (1) The Chairman fee, Vice Chairman fee and director retainer are paid monthly over the calendar year. Prior to April 1, 2026, Mr. J. Stanley Fredrick has been receiving the Chairman fee of $300,000 and not a director retainer. Effective April 1, 2026, Mr. J. 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. (2) Mr. 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. Mr. Toth's fees were prorated for one month in 2024. (3) 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. 65 Table of Contents 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. Name Fees Earned or Paid in Cash (1) Stock Awards (2) Option Awards (3)(4) All Other Compensation Total J. Stanley Fredrick (5) $ 300,000 $ 39,995 $ 29,777 $ — $ 369,772 Larry A. Jobe $ 103,000 $ 39,995 $ — $ — $ 142,995 Kevin Robbins $ 91,000 $ 39,995 $ — $ 121,307 (6) $ 252,302 Robert Toth (7) $ 113,000 $ 39,995 $ — $ 7,202 (8) $ 160,197 Tyler Rameson $ 100,500 $ 39,995 $ 29,777 $ — $ 170,272 John A. Seifrick $ 101,000 $ 39,995 $ — $ — $ 140,995 (1) 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. Mr. Fredrick reimburses the company $7,431.40 for his health insurance. (2) 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. (3) 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”. Messrs. 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. (4) 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. Seifrick. (5) 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. (6) Mr. Robbins holds positions in our associate global downline network marketing system, and we paid him commissions of $121,307 in connection therewith. (7) Mr. Toth retired from the Board effective May 31, 2023, and rejoined the Board as Vice Chairman effective December 1, 2024. (8) Included in “All Other Compensation” is the Company's reimbursement of $7,202 to Mr. Toth. 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 66 Table of Contents Item 11. 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 Year Salary (1) Bonus Non-Equity Incentive Plan Compensation (2) All Other Compensation (3) Total Landen Fredrick President and Chief Executive Officer 2025 $ 350,577 $ 6,923 $ — $ 11,330 $ 368,830 2024 $ 321,500 $ 6,250 $ — $ 3,189 $ 330,939 James Clavijo (4) Chief Financial Officer 2025 $ 275,000 $ 5,288 $ — $ 9,411 $ 289,699 2024 $ 147,212 $ 5,288 $ — $ 4,933 $ 157,433 (1) 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). (2) 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. (3) 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. (4) 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. 67 Table of Contents 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 2025 $ — $ 10,500 $ 830 $ 11,330 2024 $ 1,000 $ 1,440 $ 749 $ 3,189 James Clavijo 2025 $ — $ 8,250 $ 1,161 $ 9,411 2024 $ — $ 4,442 $ 491 $ 4,933 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. Mr. Clavijo is the only Named Executive Officer who has an employment agreement with the Company (the “ Clavijo Employment Agreement, ” respectively). Mr. 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. 68 Table of Contents 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 1st Target 2nd Target 3rd Target 4th Target 5th Target Operating Profit Target (1) (millions) $ 4.5 $ 4.8 $ 5.1 $ 5.7 $ 7.1 Senior Executive Bonus Opportunity (2) (as % of Operating Profit) 5 % 10 % 20 % 25 % 38 % (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. The bonus 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. 401(k) 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 $1.00 contributed by a participating employee up to a maximum of 6% of the participant’s annual salary. The 401(k) Plan also allows us to make discretionary profit-sharing contributions each year based upon our profit. Employee contributions and our matching contributions are paid to a corporate trustee and are invested as directed by the participant. Our contributions to our 401(k) Plan vest over five years or earlier if the participant retires at age 65, becomes disabled, or dies. Distributions to participants may be made in the case of financial hardship, and distributions may be made in a lump sum. Our 401(k) Plan is intended to qualify under Section 401(a) of the Code, so that contributions made by employees or by us to our 401(k) Plan, and income earned on these contributions, are not taxable to our employees until withdrawn from the 401(k) Plan. 2025 Outstanding Equity Awards at Fiscal Year End Table The following table sets forth certain information about outstanding equity awards held by our Named Executive Officers at December 31, 2025: Option Awards Named Executive Officer Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Landen Fredrick April 2, 2018 18,000 — $ 15.70 April 2, 2028 June 3, 2025 — 20,000 $ 10.60 June 3, 2035 18,000 20,000 James Clavijo (1) July 1, 2024 2,999 1,501 $ 6.79 July 1, 2034 June 3, 2025 — 10,000 $ 10.60 June 3, 2035 2,999 11,501 (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. 69 Table of Contents 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. 70 Table of Contents 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 Payments Termination With Cause $ — $ — $ — Termination Without Cause $ 206,253 $ — $ 206,253 Early Termination $ 206,253 $ — $ 206,253 Resignation for Good Reason $ — $ — $ — Resignation without Good Reason $ — $ — $ — Disability $ — $ — $ — Death $ — $ — $ — Non-Renewal of his Employment Agreement (1) $ 206,253 $ — $ 206,253 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. 71 Table of Contents 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 Year 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) (a) (b) (c) (d) (e) (f) (g) 2025 $ 368,830 $ 368,830 $ 144,850 $ 144,850 $ 61 $ (15.2 ) 2024 641,067 641,067 90,368 90,368 166 $ 2.5 2023 490,993 490,993 313,126 313,126 47 $ (2.2 ) 1. 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. 2. 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. 3. 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 Year ($) ($) ($) ($) 2025 368,830 — — 368,830 2024 641,067 — — 641,067 2023 490,993 — — 490,993 (a.) In 2025, we granted 20,000 stock options to Mr. Fredrick. (b.) 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. 4. 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. Johnson. 5. 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. 72 Table of Contents 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 Year ($) ($) ($) ($) 2025 144,850 — — 144,850 2024 90,368 — — 90,368 2023 313,126 — — 313,126 (a) Mr. Clavijo was granted 10,000 stock options during 2025. (b) See footnote 2(b) above. None of the required adjustments applied to the non-PEO NEOs’ total compensation in determining average compensation actually paid. 6. 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. 7. 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 Messrs. 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. 73 Table of Contents Item 12. 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. Name Number of Outstanding Shares Number of Shares Underlying Options (1) Total Number of Outstanding Shares and Shares Underlying Options (1) (2) % of Class Outstanding (1) Beneficial Owners of 5% or More Dayton Judd and affiliates (3) 141,139 — 141,139 7.4 % Terry Lacore 100,010 — 100,010 5.3 % Marlin Ray Robbins 96,362 — 96,362 5.1 % Directors and Named Executive Officers J. Stanley Fredrick (4) 356,975 (5) 16,666 373,641 19.5 % Tyler Rameson (6) 301,883 13,333 315,216 16.5 % Larry A. Jobe 57,407 13,333 70,740 3.7 % Landen G. Fredrick 3,975 18,000 21,975 1.1 % Kevin A. Robbins 21,443 13,333 34,776 1.8 % John A. Seifrick 8,956 6,807 15,763 0.8 % Robert Toth 91,130 3,334 94,464 5.0 % James Clavijo (7) — 2,999 2,999 0.2 % All 8 executive officers and directors as a group 841,769 87,805 929,574 46.7 % (1) 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. (2) 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. (3) 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. Mr. 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. Mr. Judd is the sole member of Sudbury Holdings, LLC. Mr. 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. (4) Mr. J.S. Fredrick beneficially owns more than 5% of our common stock. He maintains offices at 1410 Lakeside Parkway, Suite 200, Flower Mound, TX 75028. (5) The number of shares owned by Mr. J.S Fredrick includes 231,975 shares of our common stock directly held by Mr. J.S. 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. (6) Mr. Rameson beneficially owns more than 5% of our common stock. Mr. Rameson maintains offices at 1805 Jelinda Drive, Santa Barbara, CA 93101. (7) 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. 74 Table of Contents Item 13. 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 J. 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. Jobe 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. 75 Table of Contents Transactions involving Tyler J. Rameson 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 Mr. Kevin Robbins was elected to the Board on December 7, 2016. Mr. K. 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. K. Robbins of approximately $0.1 million and $0.2 million, respectively. Dawn Robbins, the wife of Mr. K. 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. Mr. K. 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. Mr. K. 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. 76 Table of Contents REPORT OF THE AUDIT COMMITTEE Our purpose is to assist the Board in overseeing its financial reporting, internal controls, and audit functions. Larry A. 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. Tyler J. 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 Larry A. Jobe, Chairman Tyler J. Rameson John A. Seifrick Robert Toth 77 Table of Contents Item 14. 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. as follows: Type of Service 2025 2024 (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 $ 680 $ 674 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 74 46 All Other Fees , related to all other services including expatriation issues and miscellaneous consulting and advisory services — — Total Fees $ 754 $ 720 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. 78 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedule (a) Documents filed as a part of the report: 1. Consolidated Financial Statements The following financial statements and Report of Independent Registered Public Accounting Firm are filed as a part of this report on the pages indicated: Index to Consolidated Financial Statements F-1 Report of Independent Registered Public Accounting Firm: BDO USA, P.C.; Dallas, Texas; PCAOB ID#243 F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-9 2. Financial Statement Schedule 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). 3. Exhibit List See Index to Exhibits following Item 16 of this Annual Report on Form 10-K. 79 Table of Contents Item 16. Form 10-K Summary Not Applicable. 80 Table of Contents INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit (s) Filing Date 3.1 Amended and Restated Articles of Incorporation of Mannatech, dated May 19, 1998. S-1 333-63133 3.1 October 28, 1998 3.2 Amendment to the Amended and Restated Articles of Incorporation of Mannatech, dated January 13, 2012. 8-K 000-24657 3.1 January 17, 2012 3.3 Fifth Amended and Restated Bylaws of Mannatech, effective August 25, 2014. 8-K 000-24657 3.1 August 27, 2014 4.1 Specimen Certificate representing Mannatech ’ s common stock, par value $0.0001 per share. S-1 333-63133 4.1 October 28, 1998 4.2 Description of Securities 10-K 000-24657 4.2 March 26, 2020 10.1† Mannatech, Incorporated 2017 Stock Incentive Plan S-8 333-233418 4.1 August 22, 2019 10.2† First Amendment to Mannatech, Incorporated 2017 Stock Incentive Plan 10-Q 000-24657 10.1 August 7, 2019 10.3† Form of Performance Stock Unit Award Agreement 10-Q 000-24657 10.2 August 8, 2017 10.4† Form of Stock Option Award Agreement 10-Q 000-24657 10.3 August 8, 2017 10.5† Form of Restricted Stock Unit Award Agreement 10-Q 000-24657 10.4 August 8, 2017 10.6† Form of Stock Appreciation Rights Award Agreement 10-Q 000-24657 10.5 August 8, 2017 10.7† Form of Restricted Stock Award Agreement 10-Q 000-24657 10.6 August 8, 2017 10.8† Form of Performance Stock Award Agreement 10-Q 000-24657 10.7 August 8, 2017 10.9† Amended and Restated 1998 Incentive Stock Option Plan, dated August 7, 2004. 10-K 000-24657 10.1 March 15, 2004 10.10† Amended and Restated 2000 Option Plan, dated August 7, 2004. 10-K 000-24657 10.1 March 15, 2004 10.11 Form of Indemnification Agreement between Mannatech and each member of the Board of Directors of Mannatech Korea, Ltd., dated March 3, 2004. 10-Q 000-24657 10.2 August 9, 2004 10.12 Form of Indemnification Agreement between Mannatech and each of the following directors: J. Stanley Fredrick, Patricia Wier, Alan D. Kennedy, Gerald E. Gilbert, Marlin Ray Robbins, Larry A. Jobe, and Robert A. Toth. 10-Q 000-24657 10.4 November 4, 2010 10.13 Commercial Lease Agreement between Mannatech and SCG Lakeside Commerce Center, L.P., dated October 18, 2017. 10-K 000-24657 10.12 March 26, 2018 10.14 Employment Agreement between Alfredo Bala and Mannatech, effective October 1, 2007, dated September 18, 2007. 8-K 000-24657 10.1 September 24, 2007 10.15 Executive Service Agreement between Mannatech Korea, Ltd. and Yong Jae (Patrick) Park, dated October 1, 2009. 10-Q 000-24657 10.1 May 12, 2015 10.16 Supply Agreement between Natural Aloe de Costa Rica, S.A. and Mannatech, dated as of November 22, 2016 (portions of this exhibit were omitted pursuant to a confidential treatment request submitted pursuant to Rule 24b-2 of the Exchange Act) 10-K 00-24657 10.61 March 14, 2017 14.1 Code of Ethics for Officers 10-K 00-24657 14.1 March 25, 2025 19.1 Insider Trading Disclosures 10-K 00-24657 19.1 March 25, 2025 21* List of Subsidiaries. * * * * 23.1* Consent of BDO USA, P.C. * * * * 81 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit (s) Filing Date 24* Power of Attorney, which is included on the signature page of this annual report on Form 10-K. * * * * 31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer of Mannatech. * * * * 31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Chief Operating Officer and Interim Chief Financial Officer of Mannatech. * * * * 32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer of Mannatech. * * * * 32.2* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Operating Officer and Interim Chief Financial Officer of Mannatech. * * * * 97.1* Mandatory Recoupment Policy * * * * 101.INS* XBRL Instance Document * * * * 101.SCH* XBRL Taxonomy Extension Schema Document * * * * 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document * * * * 101.LAB* XBRL Taxonomy Extension Label Linkbase Document * * * * 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document * * * * 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document * * * * * Filed herewith. † Management contract, compensatory plan or arrangement. 82 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MANNATECH, INCORPORATED Dated: April 15, 2026 By: /s/ Landen Fredrick Landen Fredrick Chief Executive Officer (principal executive officer) Dated: April 15, 2026 By: /s/ Yasir Haider Yasir Haider Interim Chief Financial Officer (principal financial officer) 83 Table of Contents POWER OF ATTORNEY The undersigned directors and officers of Mannatech, Incorporated hereby constitute and appoint Larry A. Jobe with the power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in fact and agents with full power to execute in our name and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits and other documents relating thereto and hereby ratify and confirm all that such attorneys-in-fact, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated: Signature Title Date /s/ Landen Fredrick Chief Executive Officer (principal executive officer) April 15, 2026 Landen Fredrick /s/ Yasir Haider Interim Chief Financial Officer (principal financial officer) April 15, 2026 Yasir Haider /s/ J. Stanley Fredrick Chairman of the Board April 15, 2026 J. Stanley Fredrick /s/ Robert A. Toth Vice Chairman of the Board April 15, 2026 Robert A. Toth /s/ Kevin Andrew Robbins Director April 15, 2026 Kevin Andrew Robbins /s/ Larry A. Jobe Director April 15, 2026 Larry A. Jobe /s/ Tyler Rameson Director April 15, 2026 Tyler Rameson /s/ John A. Seifrick Director April 15, 2026 John A. Seifrick 84 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-9 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Mannatech, Incorporated Flower Mound, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Mannatech, Incorporated (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended , in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has experienced continued declines in net sales, resulting in negative cash flows from operations and liquidity constraints during the year ended December 31, 2025, that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the Company ’ s Determination of Transfer Pricing Policies As described in Note 1 to the consolidated financial statements, the Company is subject to transfer pricing tax regulations designed to ensure the appropriate allocation of income and expenses between the U.S. and foreign entities and that the Company is taxed accordingly. As disclosed in Note 8 to the consolidated financial statements, the Company’s loss before income taxes of $2.9 million for the year ended December 31, 2025 is comprised of a loss before income taxes of $5.3 million in the United States and income before income taxes of $2.4 million outside of the United States. This is in part a function of the Company’s transfer pricing policies, which govern the allocation of taxable income and expenses among the Company’s various tax jurisdictions. F-2 Table of Contents We identified the Company’s determination of transfer pricing policies as a critical audit matter. The principal consideration for our determination was that the tax regulations that exist over transfer pricing are subjective and vary by jurisdiction. Auditing management’s transfer pricing studies and transfer pricing policies was especially challenging and required significant auditor judgement, including the involvement of tax professionals with specialized knowledge and skill. The primary procedures we performed to address this critical audit matter included: • Utilizing personnel with specialized knowledge and skill in transfer pricing regulations to assist in evaluating (i) the Company’s transfer pricing policies, which is based on comparisons to comparable companies and rules set by the various taxing authorities that govern the jurisdictions in which the Company operates, and (ii) jurisdictional profit or loss margins to ensure that the Company’s intercompany transactions and other income and expense allocation methodologies are appropriate and comply with the Company’s transfer pricing policies. /s/ BDO USA, P.C. We have served as the Company's auditor since 2007. Dallas, Texas April 15, 2026 F-3 Table of Contents MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) December 31, 2025 December 31, 2024 ASSETS Cash and cash equivalents $ 6,185 $ 11,396 Restricted cash 550 550 Accounts receivable, net of allowance for credit losses of $ 756 and $ 935 as of December 31, 2025 and 2024, respectively 1 19 Income tax receivable 736 737 Inventories, net 10,123 10,405 Prepaid expenses and other current assets 1,701 1,755 Deferred commissions 1,280 1,259 Total current assets 20,576 26,121 Property and equipment, net 3,140 2,858 Operating lease right-of-use assets 3,292 2,094 Other assets 2,751 2,644 Deferred tax assets, net — 1,770 Long-term restricted cash 234 569 Total assets $ 29,993 $ 36,056 LIABILITIES AND SHAREHOLDERS’ EQUITY Commissions and incentives payable $ 7,118 $ 8,642 Accrued expenses 3,128 3,832 Deferred revenue 3,086 3,027 Accounts payable 2,410 2,070 Current portion of operating lease liabilities 1,671 1,178 Taxes payable 1,029 1,788 Current notes payable — 84 Current portion of finance lease liabilities 293 275 Total current liabilities 18,735 20,896 Long-term notes payable, excluding current portion 2,750 2,900 Operating lease liabilities, excluding current portion 2,253 1,576 Other long-term liabilities 1,340 1,390 Finance lease liabilities, excluding current portion 388 680 Deferred tax liabilities, net 9,750 — Total liabilities 35,216 27,442 Commitments and contingencies (Note 13) Shareholders’ equity: Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding — — Common stock, $ 0.0001 par value, 99,000,000 shares authorized, 2,742,857 shares issued and 1,900,930 shares outstanding as of December 31, 2025 and 2,742,857 shares issued and 1,884,814 shares outstanding as of December 31, 2024 — — Additional paid-in capital 33,032 33,027 Retained earnings (accumulated deficit) ( 14,024 ) 1,189 Accumulated other comprehensive loss ( 4,669 ) ( 5,666 ) Treasury stock, at average cost, 841,927 shares as of December 31, 2025 and 858,043 shares as of December 31, 2024 ( 19,562 ) ( 19,936 ) Total shareholders’ equity ( 5,223 ) 8,614 Total liabilities and shareholders’ equity $ 29,993 $ 36,056 See accompanying notes to consolidated financial statements. F-4 Table of Contents MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share information) For the years ended December 31, 2025 2024 Net sales $ 108,038 $ 117,866 Cost of sales 27,079 26,406 Gross profit 80,959 91,460 Operating expenses: Commissions and incentives 41,727 48,309 Selling and administrative expenses 39,658 41,722 Total operating expenses 81,385 90,031 (Loss) income from operations ( 426 ) 1,429 Interest expense, net ( 406 ) ( 279 ) Other (expense) income, net ( 2,057 ) 2,590 (Loss) income before income taxes ( 2,889 ) 3,740 Income tax expense ( 12,324 ) ( 1,250 ) Net (loss) income $ ( 15,213 ) $ 2,490 (Loss) income per common share: Basic $ ( 8.00 ) $ 1.32 Diluted $ ( 8.00 ) $ 1.32 Weighted-average common shares outstanding: Basic 1,901 1,885 Diluted 1,901 1,885 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS For the years ended December 31, (in thousands) 2025 2024 Net (loss) income $ ( 15,213 ) $ 2,490 Other comprehensive loss, net of tax: Foreign currency translations gain (loss) 992 ( 4,653 ) Pension obligations, net of tax provision of $ 3 and $ 1 in 2025 and 2024, respectively 5 2 Other comprehensive income (loss) $ 997 $ ( 4,651 ) Comprehensive loss $ ( 14,216 ) $ ( 2,161 ) See accompanying notes to consolidated financial statements. F-5 Table of Contents MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY (amounts in thousands, except share data) Common Stock, $0.0001 par value Retained Accumulated Additional earnings other Total Number of paid in (accumulated comprehensive Treasury shareholders’ Shares Amount capital deficit) loss stock equity Balance at December 31, 2023 1,860,154 $ — $ 33,309 $ ( 1,301 ) $ ( 1,015 ) $ ( 20,509 ) $ 10,484 Net income — — — 2,490 — — 2,490 Charge related to stock-based compensation — — 91 — — — 91 Issuance of unrestricted shares 24,660 — ( 373 ) — — 573 200 Foreign currency translation — — — — ( 4,653 ) — ( 4,653 ) Pension obligations, net of $ 1 tax — — — — 2 — 2 Balance at December 31, 2024 1,884,814 $ — $ 33,027 $ 1,189 $ ( 5,666 ) $ ( 19,936 ) $ 8,614 Net loss — — — ( 15,213 ) — — ( 15,213 ) Charge related to stock-based compensation — — 139 — — — 139 Issuance of unrestricted shares 16,116 — ( 134 ) — — 374 240 Foreign currency translation — — — — 992 — 992 Pension obligations, net of $ 3 tax — — — — 5 — 5 Balance at December 31, 2025 1,900,930 $ — $ 33,032 $ ( 14,024 ) $ ( 4,669 ) $ ( 19,562 ) $ ( 5,223 ) See accompanying notes to consolidated financial statements. F-6 Table of Contents MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the years ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ ( 15,213 ) $ 2,490 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization 1,092 1,534 Non-cash operating lease expense 1,572 1,541 Provision for inventory losses 120 777 Reversal of allowance for credit losses ( 128 ) ( 312 ) Loss on disposal of assets — 2 Gain on disposal of subsidiary — ( 228 ) Unrealized loss (gain) from foreign exchange 1,563 ( 3,257 ) Stock-based compensation expense 379 291 Deferred income taxes 11,520 ( 159 ) Changes in operating assets and liabilities: Accounts receivable 173 344 Income tax receivable 4 ( 277 ) Inventories 313 2,474 Prepaid expenses and other current assets 835 2,094 Deferred commissions ( 19 ) 859 Other assets ( 226 ) 625 Accounts payable 315 ( 1,857 ) Accrued expenses and other long-term liabilities ( 2,912 ) ( 4,289 ) Taxes payable ( 781 ) 451 Commissions and incentives payable ( 1,628 ) 887 Deferred revenue 58 ( 1,729 ) Net cash (used in) provided by operating activities ( 2,963 ) 2,261 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment ( 1,353 ) ( 297 ) Proceeds from sale of assets — 12 Net cash used in investing activities ( 1,353 ) ( 285 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes payable — 3,600 Repayment of note payable ( 234 ) — Repayment of finance lease obligations and other financing obligations ( 327 ) ( 1,639 ) Net cash (used in) provided by financing activities ( 561 ) 1,961 Effect of currency exchange rate changes on cash and cash equivalents and restricted cash ( 669 ) ( 809 ) (Decrease) increase in cash and cash equivalents and restricted cash ( 5,546 ) 3,128 Cash and cash equivalents and restricted cash at the beginning of the year 12,515 9,387 Cash and cash equivalents and restricted cash at the end of the year $ 6,969 $ 12,515 See accompanying notes to consolidated financial statements. F-7 Table of Contents For the years ended December 31, 2025 2024 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Income taxes paid, net $ 429 $ 829 Interest paid on notes payable, finance leases and other financing obligations $ 512 $ 475 NON-CASH INVESTING AND FINANCING ACTIVITIES Assets acquired through other financing arrangements $ — $ 446 Operating lease right-of-use assets acquired in exchange for new operating lease liabilities $ 2,554 $ 347 See accompanying notes to consolidated financial statements. F-8 Table of Contents MANNATECH, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Mannatech, Incorporated (together with its subsidiaries, the “Company”), located in Flower Mound, Texas, was incorporated in the state of Texas on November 4, 1993, and is listed on The Nasdaq Capital Market under the symbol “MTEX”. The Company develops, markets, and sells high-quality, proprietary nutritional supplements, topical and skin care and anti-aging products, and weight-management products. We currently sell our products into three regions: (i) the Americas (the United States, Canada and Mexico); (ii) EMEA (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom); and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong, Thailand and China). During 2025, the Company liquidated its entity in Denmark, Mannatech Denmark ApS. Active business building associates ("independent associates" or "associates" or "distributors") and preferred customers purchase the Company’s products at published wholesale prices. The Company cannot distinguish products sold for personal use from other sales, when sold to associates, because it is not involved with the products after delivery, other than usual and customary product warranties and returns. Only associates are eligible to earn commissions and incentives. We also ship our products to customers in the following countries: Belgium, France, Greece, Italy, Luxembourg, and Poland. The Company operates a non-direct selling business in mainland China. Our subsidiary in China, Meitai Daily Necessity & Health Products Co., Ltd. (“Meitai”), is operating as a traditional retailer under a cross-border e-commerce model in China. Meitai cannot legally conduct a direct selling business in China unless it acquires a direct selling license in China. Principles of Consolidation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The consolidated financial statements and footnotes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles requires the use of estimates that affect the reported value of assets, liabilities, revenues and expenses. These estimates are based on historical experience and various other factors. The Company continually evaluates the information used to make these estimates as the business and economic environment changes. Historically, actual results have not varied materially from the Company’s estimates and the Company does not currently anticipate a significant change in its assumptions related to these estimates. However, actual results may differ from these estimates under different assumptions or conditions. The use of estimates is pervasive throughout the consolidated financial statements, but the accounting policies and estimates considered the most significant are described in this note to the consolidated financial statements, Organization and Summary of Significant Accounting Policies . F- 9 Table of Contents Foreign Currency Translation The United States dollar is the functional currency for the majority of the Company’s foreign subsidiaries. As a result, non-monetary assets and liabilities are translated at their approximate historical rates, monetary assets and liabilities are translated at exchange rates in effect at the end of the year, and revenues and expenses are translated at weighted-average exchange rates for the year. The local currency is the functional currency of our subsidiaries in Japan, Republic of Korea, Taiwan, Norway, Denmark, Sweden, Mexico and China. These subsidiaries’ assets and liabilities are translated into United States dollars at exchange rates existing at the balance sheet dates, revenues and expenses are translated at weighted-average exchange rates, and shareholders’ equity and intercompany balances are translated at historical exchange rates. The foreign currency translation adjustment is recorded as a component of shareholders’ equity and is included in accumulated other comprehensive loss. Foreign currency transaction losses totaled approximately $ 2.1 million for the year ended December 31, 2025 and foreign currency transaction gains totaled approximately $ 2.6 million for the year ended December 31, 2024 , and are included in other income (expense), net in the Company’s consolidated statements 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 $ 6.2 million and $ 11.4 million at December 31, 2025 and 2024 , respectively. The Company includes in its cash and cash equivalents credit card receivables due from its credit card processor, as the cash proceeds from credit card receivables are received within 24 to 72 hours. As of December 31, 2025 and 2024 , credit card receivables were $ 2.2 million and $ 1.6 million, respectively, and cash and cash equivalents held in bank accounts in foreign countries totaled $ 4.3 million and $ 6.9 million, respectively. The Company invests cash in liquid instruments, such as money market funds and interest-bearing deposits. The Company also holds cash in high quality financial institutions and does not believe it has an excessive exposure to credit concentration risk. A significant portion of our cash and cash equivalent balances were concentrated within the Republic of Korea, with cash and cash equivalents totaling $ 1.4 million and $ 3.3 million at December 31, 2025 and 2024 , respectively. In addition, for the year ended December 31, 2025 and 2024 , a concentrated portion of our operating cash flows were earned from operations within the Republic of Korea. An adverse change in economic conditions within the Republic of Korea could negatively affect the Company’s results of operations. Restricted Cash The Company is required to restrict cash for: (i) direct selling insurance premiums and credit card sales in the Republic of Korea; (ii) reserve on credit card sales in the United States and Canada; and (iii) Australia building lease collateral. At December 31, 2025 and 2024 , our total restricted cash was $ 0.8 million and $ 1.1 million, respectively. The Company classifies the restricted cash held in Korea and Australia as long-term since it relates to assets and services contracted for longer than one year. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's consolidated balance sheets to the total amount presented in the consolidated statements of cash flows ( in thousands ): December 31, 2025 December 31, 2024 Cash and cash equivalents $ 6,185 $ 11,396 Current restricted cash 550 550 Long-term restricted cash 234 569 Cash, cash equivalents and restricted cash $ 6,969 $ 12,515 F- 10 Table of Contents Accounts Receivable, net Accounts receivable are carried at their estimated collectible amounts. Receivables are created upon shipment of an order if the credit card payment is rejected or does not match the order total. As of December 31, 2025 and 2024 , accounts receivables consisted primarily of amounts due from preferred customers and associates. At each of December 31, 2025 and 2024 , the Company's accounts receivable balances (net of allowance for credit losses) were less than $ 0.1 million. In accordance with ASC 326 , Financial Instruments- Credit Losses ("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. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. At December 31, 2025 and 2024 , the Company held an allowance for credit losses of $ 0.8 million and $ 0.9 million, respectively. December 31, 2025 December 31, 2024 Allowance for credit losses at beginning of period $ 935 $ 1,278 Recoveries in current period ( 128 ) ( 312 ) Accounts charged off against the allowance ( 51 ) ( 31 ) Allowance for credit losses at end of period $ 756 $ 935 Inventories Inventories consist of raw materials, finished goods, and promotional materials that are stated at the lower of cost (using standard costs that approximate average costs) or net realizable value. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are reserved or written off. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets was $ 1.7 million and $ 1.8 million at December 31, 2025 and 2024 , respectively. Included in the December 31, 2025 and 2024 balances were $ 0.9 million and $ 1.1 million in prepaid expenses, $ 0.2 million in prepaid deposits for each year, and $ 0.6 million and $ 0.5 million in prepaid inventory purchases, respectively. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Expenditures for maintenance and repairs are charged to expense as incurred. The cost of property and equipment sold or otherwise retired and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reported in the accompanying consolidated statements of operations. The estimated useful lives of fixed assets are as follows: Estimated useful life (in years) Office furniture and equipment 5 to 7 Computer hardware and software 3 to 5 Automobiles 3 to 5 Leasehold improvements 2 to 10 Property and equipment are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. F- 11 Table of Contents Other Assets At December 31, 2025 and 2024 , other assets were $ 2.8 million and $ 2.6 million, respectively. The December 31, 2025 and 2024 balances include deposits for building leases in various locations of $ 1.3 million and $ 1.1 million, respectively. Also included in each of the December 31, 2025 and 2024 balances were $ 1.3 million, representing an investment in Korea Mutual Aid Cooperative and Consumer (“KMACC”), an organization established by the Republic of Korea’s Fair Trade Commission’s approval to compensate and protect consumers who participate in network marketing activities from damages. Other assets at each of December 31, 2025 and 2024 also include $ 0.2 million of indefinite lived intangible assets relating to the Manapol® powder trademark. Other Long-Term Liabilities Other long-term liabilities was $ 1.3 million and $ 1.4 million at December 31, 2025 and 2024 , respectively. Certain operating leases for the Company’s regional office facilities contain a restoration clause that requires the Company to restore the premises to its original condition. At each of December 31, 2025 and 2024 , accrued restoration costs related to these leases amounted to $ 0.3 million. At each of December 31, 2025 and 2024 , government mandated severance accruals in certain international offices amounted to $ 0.9 million. The Company also recorded a long-term liability for an estimated defined benefit obligation related to a non-U.S. defined benefit plan for its Japan operations of $ 0.1 million and $ 0.2 million at December 31, 2025 and 2024 , respectively (see Note 10, Employee Benefit Plans ). Revenue Recognition The Company’s revenue is derived from sales of individual products and associate fees or, a combination, in certain geographic markets. Substantially all of the Company’s product sales are made at published wholesale prices to associates and preferred customers. The Company records revenue net of any sales taxes and records a reserve for expected sales returns based on its historical experience. 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 remaining performance obligations related to associate fees were $ 0.1 million at both December 31, 2025 and 2024 . These amounts are included in Deferred Revenue on the accompanying Consolidated Balance Sheets. Orders placed by associates or preferred customers constitute our contracts with customers. Product sales placed in the form of an automatic order contain two performance obligations: (a) the sale of the product and (b) the loyalty program. The Company's customer loyalty program conveys a material right to the customer to redeem loyalty points for the purchase of products. For these contracts, the Company accounts for each of these obligations separately as they are each distinct. The transaction price is allocated between the product sale and the loyalty program on a relative standalone selling price basis. Sales placed through a one -time order contain only the first performance obligation noted above - the delivery of the product. Payments are made immediately through credit card upon purchase of the products. The Company provides associates with access to a complimentary three -month package for the Success Tracker TM and Mannatech+ online business tools with the first payment of an associate fee. The first payment of an associate fee contains three performance obligations: (a) the associate fee, whereby the Company provides an associate with the right to earn commissions, bonuses and incentives for a year, (b) three months of complimentary access to utilize the Success Tracker™ online tool and (c) three months of complimentary access to utilize the Mannatech+ online business tool. The transaction price is allocated between the three performance obligations on a relative standalone selling price basis and revenue is recognized over the period that access to the tool is active. Associates do not have complimentary access to online business tools after the first contractual period. With regard to both of the aforementioned contracts, the Company determines the standalone selling prices by using observable inputs which includes the Company’s standard published price lists. F- 12 Table of Contents Our sales mix for the years ended December 31, was as follows (in millions, except percentages) : 2025 Percentage 2024 Percentage Product sales $ 106.0 98.1 % $ 115.9 98.3 % Associate fees 0.4 0.4 % 0.5 0.4 % Other 1.6 1.5 % 1.5 1.3 % Total consolidated net sales $ 108.0 100.0 % $ 117.9 100.0 % Deferred Commissions The Company defers commissions on the loyalty program. Deferred commissions are incremental costs and are charged to expense when the related revenue is recognized. Deferred commissions were $ 1.3 million at each of December 31, 2025 and 2024 . Deferred Revenue The Company defers certain components of its revenue. Deferred revenue consisted of: (i) revenue from the loyalty program; (ii) prepaid registration fees from customers planning to attend a future corporate-sponsored event; and (iii) prepaid annual associate fees. At December 31, 2025 and 2024 , the Company’s deferred revenue was $ 3.1 million and $ 3.0 million, respectively. The deferred revenue amount of $ 3.1 million as of December 31, 2025 will be recognized as revenue for the year ending December 31, 2026. The deferred revenue amount of $ 3.0 million as of December 31, 2024 was recognized as revenue for the year ended December 31, 2025 . The deferred revenue amount of $ 4.8 million as of December 31, 2023 was recognized as revenue for the year ended December 31, 2024 . The Company's customer loyalty program conveys a material right to the customer as it provides the promise to redeem loyalty points for the purchase of products, which is based on earning points through placing consecutive qualified orders. The Company factors in breakage rates, which is the percentage of the loyalty points that are expected to be forfeited or expire, for purposes of revenue recognition. Breakage rates are estimated based on historical data and can be reasonably and objectively determined. The deferred revenue associated with the loyalty program at December 31, 2025 and 2024 was $ 3.0 million and $ 2.9 million, respectively, as follows: Loyalty program (in thousands) 2025 2024 Loyalty deferred revenue as of January 1, $ 2,921 $ 3,242 Loyalty points forfeited or expired ( 2,698 ) ( 2,921 ) Loyalty points used ( 7,287 ) ( 9,193 ) Loyalty points vested 9,830 11,211 Loyalty points unvested 239 582 Loyalty deferred revenue as of December 31, $ 3,005 $ 2,921 Sales Refund and Allowances The Company utilizes the expected value method to estimate the sales returns and allowance liability by taking the weighted average of the sales return rates over a rolling six -month period. The Company allocates the total amount recorded within the sales return and allowance liability as a reduction of the overall transaction price for the Company’s product sales. The Company deems the sales refund and allowance liability to be a variable consideration. F- 13 Table of Contents Historically, sales returns have not materially changed through the years, as the majority of our customers who return their merchandise do so within the first 90 days after the original sale. Sales returns have historically averaged 0.5% or less of our gross sales. At December 31, 2025 and 2024 , our sales return reserve, which is a component of Accrued expenses, consisted of the following (in thousands) : 2025 2024 Sales returns reserve as of January 1, $ 56 $ 41 Provision in current period 734 788 Returns charged off against the reserve ( 752 ) ( 773 ) Sales returns reserve as of December 31, $ 38 $ 56 Shipping and Handling Costs The Company records inbound freight as a component of inventory and cost of sales. The Company records freight and shipping fees collected from its customers as fulfillment costs. Freight and shipping fees are accounted for as activities to fulfill the promise to transfer the product to the customer, not deemed to be separate performance obligations. Commission and Incentive Expenses Associates earn commissions and incentives based on their direct and indirect commissionable net sales over each month of the fiscal year. The Company accrues commissions and incentives when earned by associates and pays commissions on product sales on a monthly basis. Advertising Expense The Company expenses advertising and promotions in selling and administrative expenses when incurred. Advertising and promotional expenses were $ 2.8 million and $ 2.5 million for the years ended December 31, 2025 and 2024 , respectively. Educational and promotional items are sold to associates to assist in their sales efforts and are included in inventories and charged to cost of sales when sold. Advertising and promotional expenses are included in selling and administrative expenses in the consolidated statements of operations. Research and Development Expenses The Company expenses research and development expenses as incurred. Research and development expenses related to new product development, enhancement of existing products, clinical studies and trials, Food and Drug Administration compliance studies, general supplies, internal salaries, third -party contractors, and consulting fees were approximately $ 0.8 million and $ 0.7 million for the years ended December 31, 2025 and 2024 , respectively. Salaries, contract labor and all other research and development costs are included in selling and administrative expenses in the consolidated statements of operations. Stock-Based Compensation The Company currently has one active stock-based compensation plan, the Mannatech, Incorporated 2017 Stock Incentive Plan, which was adopted by the Company’s Board of Directors (the "Board") on April 17, 2017 and was approved by its shareholders on June 8, 2017. The Company recognizes stock-based compensation expense over the vesting period of the options granted. See Note 12, Stock Based Compensation. Software Development Costs The Company capitalizes qualifying internal payroll and external contracting and consulting costs related to the development of internal use software that are incurred during the application development stage, which includes design of the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project along with post-implementation stages of internal use software are expensed as incurred. During each of the years ended December 31, 2025 and 2024 , the Company capitalized $ 0.3 million of qualifying internal payroll costs, respectively. The Company amortizes such costs over the estimated useful life of the software, which is three to five years once the software is placed in service. F- 14 Table of Contents Income Taxes The Company determines the provision for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. The Company evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation allowance for the portion of any deferred tax assets where the likelihood of realizing an income tax benefit in the future does not meet the more likely than not criterion for recognition. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likelihood of being recognized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes both interest and penalties related to uncertain tax positions as part of the income tax provision. Net income/loss, before income tax and expense, for U.S. and foreign entities is a function of the Company's transfer pricing policies, which govern the allocation of income and expenses among the Company's various tax jurisdictions. The Company is also subject to transfer pricing tax regulations designed to ensure the appropriate allocation of income and expenses between our U.S. and foreign entities and that the Company is taxed accordingly. The Company is subject to audit by federal, state and foreign tax authorities and inquiries from those tax authorities regarding the amount of taxes due. Comprehensive Loss and Accumulated Other Comprehensive Loss Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company’s comprehensive loss consists of the Company’s net income (loss), foreign currency translation adjustments from its Japan, Republic of Korea, Taiwan, Denmark, Norway, Sweden, Mexico and China operations, remeasurement of intercompany balances of a long-term-investment nature from its Taiwan, Mexico and Cyprus operations, and changes in the pension obligation for its Japanese employees. In the event that a subsidiary is disposed of, the Company recognizes cumulative translation adjustments of foreign exchange directly through other income (expense) in the consolidated statements of operations. During 2025, the Company closed certain foreign subsidiaries. The related cumulative translation adjustment balances were immaterial, and therefore no amounts were reclassified from accumulated other comprehensive loss into earnings. Concentration Risk A significant portion of our revenue is derived from our Ambrotose Life®, TruHealth™, Ambrotose, and Optimal Support Packets products. A decline in sales value of such products could have a material adverse effect on our earnings, cash flows, and financial position. Our business is not currently exposed to customer concentration risk given that no independent associate has ever accounted for more than 10% of our consolidated net sales. The Company maintains supply agreements with its suppliers and manufacturers. Some of the supply agreements contain exclusivity clauses and/or minimum annual purchase requirements. Failure to satisfy minimum purchase requirements could result in the loss of exclusivity. During the year ended December 31, 2025 , the Company purchased finished goods from three suppliers that accounted for 47.1 % of the year's cost of sales. During the year ended December 31, 2024 , the Company purchased finished goods from three suppliers that accounted for 54.6 % of the year's cost of sales. The Company maintains other supply and manufacturing agreements to minimize exposure to supplier risk. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, receivables, and restricted cash. The Company utilizes financial institutions that the Company considers to be of high credit quality and periodically evaluates the credit rating of such institutions and the allocation of their investments to minimize exposure to credit concentration risk. F- 15 Table of Contents Fair Value of Financial Instruments The fair value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, time deposits, and money market investments, approximate their carrying values due to their relatively short maturities. See Note 3 to our Consolidated Financial Statements, Fair Value , for more information. Recently Adopted Accounting Pronouncements Income Tax Reporting (ASU 2023 - 09 ) — Income Taxes (Topic 740 ): 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, including disaggregated information about federal, state, and foreign income taxes. The Company adopted ASU 2023 - 09, on a prospective basis, effective for our fiscal year beginning January 1, 2025. The adoption did not have an impact on the Company's consolidated financial statements but resulted in enhanced income tax disclosures within the notes to the consolidated financial statements. Accounting Pronouncements Issued But Not Yet Effective Income Statement Expenses (ASU 2024 - 03 ) — Income Statement (Subtopic 220 - 40 ) - Reporting Comprehensive Income - Expense Disaggregation Disclosures. In November 2024, the FASB issued accounting guidance which is intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024 - 03 becomes effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the disclosure impacts of ASU 2024 - 03 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls 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 for annual and interim periods beginning after December 15, 2025, on a prospective basis, with early adoption permitted. The Company does not expect the adoption to have a material impact given the short-term nature of its accounts receivable. Intangibles—Goodwill and Other—Internal-Use Software (ASU 2025 - 06 ) (Subtopic 350 - 40 ) Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued ASU 2025 - 06, which provides targeted improvements to the accounting for internal-use software. The amendments are intended to modernize and simplify the guidance by aligning it more closely with the economic substance of software development activities. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted in any interim or annual reporting period for which financial statements have not yet been issued or made available for issuance. If early adoption is elected in an interim period, the entity must adopt the amendments as of the beginning of the annual reporting period that includes that interim period. The Company is currently evaluating the impact of the adoption of ASU 2025 - 06 on its consolidated financial statements and related disclosures. Interim Reporting — (ASU 2025 - 11 ) (Topic 270 ) - Narrow-Scope Improvements . In December 2025, the FASB issued ASU 2025 - 11 to clarify when ASC 270 applies by specifying that it is required for entities that provide a full set of interim financial statements and notes in accordance with U.S GAAP. The ASU also introduces a comprehensive list of required interim disclosures and adds a disclosure principle requiring companies to report events occurring after the prior annual reporting period that have a material impact on interim results. The amendments are effective for public business entities for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and entities may apply the guidance prospectively or retrospectively. The Company is currently evaluating the impact of the adoption of ASU 2025 - 11 on its consolidated financial statements and related disclosures. Codification Improvements — (ASU 2025 - 12 ). In December 2025, the FASB issued ASU 2025 - 12 as part of its ongoing project to make technical corrections, clarifications, and other incremental improvements across numerous areas of the FASB Accounting Standards Codification. These amendments are to enhance clarity and consistency in applying U.S GAAP. ASU- 2025 - 12 is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. Certain EPS related amendments must be applied retrospectively, while others may be applied prospectively or retrospectively. The Company is currently evaluating the impact of the adoption of ASU 2025 - 12 on its consolidated financial statements and related disclosures. F- 16 Table of Contents NOTE 2: LIQUIDITY AND GOING CONCERN Basis of evaluation. In accordance with ASC 205‑40, Presentation of Financial Statements — Going Concern , management evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying consolidated financial statements are issued. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result from the outcome of this uncertainty. Conditions and events. As of December 31, 2025, the Company had cash and cash equivalents of $ 6.2 million and working capital of $ 1.8 million, compared to cash and cash equivalents of $ 11.4 million and working capital of $ 5.2 million as of December 31, 2024. The Company experienced a decline in net sales, incurred operating losses and negative cash flows from operating activities during the year ended December 31, 2025 .which caused liquidity constraints. Management also considered (i) capital expenditure requirements that have historically reduced available liquidity and (ii) an organizational structure that is no longer aligned with the Company’s current operating scale, resulting in inefficiencies and elevated fixed costs. These conditions and events have raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. Management’s plans . To address the conditions noted above, management has implemented or commenced the following plans: ● Capital discipline : suspension of non‑essential capital expenditures; no discretionary capital projects are planned for fiscal year 2026. ● Cost reduction plan: execution of a comprehensive cost program to better align fixed and variable costs with current operations, including reductions in certain functional areas and fixed selling, general and administrative expenses. ● Margin initiatives : targeted pricing actions and continued supply chain optimization intended to improve gross margin. ● Compensation and cost controls : adjustments to compensation structures and other controls designed to reduce operating expenses and improve cash flow. ● Revenue stabilization and growth : initiatives aimed at stabilizing and increasing revenue to support improved operating performance and liquidity. ● Systems remediation : actions to remediate 2025 order‑processing issues in North America that negatively affected revenue and operating cash flows. Additional Cost-Cutting measures effective March 31, 2026 Subsequent to December 31, 2025, and prior to the issuance of these financial statements, the Company implemented the following additional measures effective March 31, 2026: ● Director compensation — conversion to equity: On March 10, 2026, the Board of Directors approved changes to director compensation effective April 1, 2026, enabling directors to 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. The Company received final elections from all Board members by March 13, 2026. The conversion of Board fees from cash to equity is expected to generate an annual cash preservation benefit of approximately $ 0.8 million, with approximately $ 0.6 million expected to be realized during the remainder of fiscal 2026 . ● Headcount and personnel cost reductions: The Company implemented meaningful headcount-related reductions across headquarters personnel, while preserving key capabilities in finance, legal, operations, and revenue support. These reductions are expected to generate significant cost savings over the next 12 months, with a proportionate benefit anticipated over the remainder of fiscal 2026. ● Facilities and overhead actions: Management is evaluating lease renegotiation and sublease alternatives to reduce facilities expenses. Management’s plans are subject to inherent risk and uncertainty. There can be no assurance that the Company will be successful in its efforts, and there can be no assurance that management will be able to execute their plan nor that the Company will achieve sufficient revenue, profitable operations, or liquidity to continue as a going concern. NOTE 3: FAIR VALUE The Company utilizes fair value measurements to record fair value adjustments to certain financial assets and to determine fair value disclosures. Fair Value Measurements and Disclosure (Topic 820 ) of the FASB establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories: • Level 1—Quoted unadjusted prices for identical instruments in active markets. • Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets. • Level 3—Model derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by the Company. The primary objective of the Company’s investment activities is to preserve principal while maximizing yields without significantly increasing risk. The investment instruments held by the Company are money market funds and interest bearing deposits for which quoted market prices are readily available. The Company considers these highly liquid investments to be cash equivalents. These investments are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company does not have any material financial liabilities that were required to be measured at fair value on a recurring basis at December 31, 2025 and 2024 . As of December 31, 2025 and 2024 , the carrying amount of the financial instruments such as cash and cash equivalents (excluding money market funds disclosed in the tables below), restricted cash, and long-term restricted cash approximate their fair value due to the short-term nature and the market rates of interest of these instruments. As such, these instruments are classified as Level 1. The table below presents the recorded amount of financial assets measured at fair value (in thousands) on a recurring basis as of December 31, 2025 and 2024 : 2025 Level 1 Level 2 Level 3 Total Assets Money Market Funds (included in Cash and cash equivalents) $ 1,206 $ — $ — $ 1,206 2024 Level 1 Level 2 Level 3 Total Assets Money Market Funds (included in Cash and cash equivalents) $ 4,005 $ — $ — $ 4,005 The following table below present the carrying amount and estimated fair value of financial instruments as of December 31, 2025 and 2024 , (in thousands) that are not measured at fair value : December 31, 2025 December 31, 2024 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Long-term notes payable $ 2,750 $ 2,662 $ 2,900 $ 2,813 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. F- 17 Table of Contents NOTE 4: INVENTORIES Inventories consist of raw materials, finished goods, and promotional materials. The Company provides an allowance for any slow-moving or obsolete inventories. The allowance for slow-moving and inventory obsolescence was $ 0.1 million and $ 0.6 million at December 31, 2025 and 2024 , respectively. Inventories as of December 31, 2025 and 2024 , consisted of the following (in thousands) : 2025 2024 Raw materials $ 2,114 $ 4,438 Finished goods and promotional materials 8,009 5,967 Total inventory, net $ 10,123 $ 10,405 NOTE 5: PROPERTY AND EQUIPMENT As of December 31, 2025 and 2024 , construction in progress was $ 0.9 million and $ 0.2 million, respectively, which is primarily comprised of back-office software projects with service dates that are currently indeterminable. As of December 31, 2025 and 2024 , property and equipment consisted of the following (in thousands) : 2025 2024 Office furniture and equipment $ 2,053 $ 2,014 Computer hardware 1,975 3,020 Computer software 46,448 46,253 Automobiles 81 81 Leasehold improvements 3,700 3,297 Right of use Assets- finance leases 684 952 54,941 55,617 Less accumulated depreciation and amortization ( 52,714 ) ( 52,910 ) Property and equipment, net 2,227 2,707 Construction in progress 913 151 Total $ 3,140 $ 2,858 For the years ended December 31, 2025 and 2024 , depreciation and amortization expense was $ 1.1 million and $ 1.5 million, respectively. NOTE 6: LEASES The Company has entered into contractual lease arrangements to rent office space and equipment from third -party lessors and accounts for leases in accordance with ASC Topic 842. Right of use assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make future lease payments arising from the lease. Operating lease liabilities and finance lease liabilities with terms greater than 12 months are recorded at the present value of the lease payments at the commencement date. The related right of use assets are recorded on the same date at the amount of the initial liability, adjusted for incentives received, prepayments made to the lessor, and any initial direct costs incurred, as applicable. The Company uses the discount rate implicit in the lease when it is readily determinable. When it is not readily available, future lease payments are discounted using the incremental borrowing rate available to the Company. The incremental borrowing rate is the rate available to the Company for a fully collateralized, fully amortizing loan with the same term as the lease. Lease components, such as office space, are accounted for separately from the non-lease components, such as maintenance fees. Certain of the Company's leases may also include rent escalation clauses or options to extend or terminate the lease. These options are included in the present value recorded for the leases when it is reasonably certain that the Company will exercise that option. None of the Company’s current leases contain guarantees of residual value. Leases with an initial term of 12 months or less are considered short term and are not recorded on the balance sheet. The Company recognizes a lease expense for short term leases on a straight-line basis over the lease term. F- 18 Table of Contents Generally, the Company’s operating leases relate to office space used in Mannatech’s operations, including its headquarters in Flower Mound, Texas and office space in international locations in which the Company does business. As of December 31, 2025 and 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 a portion of the Company's leased office space in Flower Mound, Texas to a subtenant. There was no modification or impairment by entering into the sublease agreement because the Company was not released from its obligations under the head lease. The Company earned $ 0.1 million sublease revenue for each of the years ended December 31, 2025 and 2024 , which is presented as a component of net sales on the Company's Consolidated Statements of Operations. The Company has made a policy election in accordance with ASC 842 - 10 - 15 - 39A to exclude from consideration taxes that are assessed on and collected from the sublessee. As of December 31, 2025 and 2024 , our right-of-use assets and lease liabilities balances, net of accumulated amortization, were as follows (in thousands): Leases Classification December 31, 2025 December 31, 2024 Right-of-use assets Operating leases Operating lease right-of-use assets $ 3,292 $ 2,094 Finance leases Property and equipment , net 684 961 Total right-of-use assets $ 3,976 $ 3,055 Current portion of lease liabilities Operating leases Current portion of operating leases $ 1,671 $ 1,178 Finance leases Current portion of finance leases 293 275 Long-term portion of lease liabilities Operating leases Operating lease liabilities, excluding current portion 2,253 1,576 Finance leases Finance leases, excluding current portion 388 680 Total lease liabilities $ 4,605 $ 3,709 Operating lease costs are recognized on a straight-line basis over the lease term. Finance lease costs are composed of the amortization of the right of use asset and the amounts recorded as interest. For the years ended December 31, 2025 and 2024 , we incurred the following lease costs related to our operating and finance leases (in thousands): Lease Cost Classification 2025 2024 Operating leases Operating lease costs Selling and administrative expenses $ 1,892 $ 1,714 Short term lease costs Selling and administrative expenses 216 183 Finance leases Amortization of leased assets Depreciation and amortization 271 271 Interest on lease liabilities Interest (expense) income 52 69 Total lease cost $ 2,431 $ 2,237 F- 19 Table of Contents For the years ended December 31, 2025 and 2024 , cash paid for amounts included in the measurement of lease liabilities included (in thousands): 2025 2024 Operating cash flows from operating leases $ 1,781 $ 1,358 Financing cash flows from finance leases $ 327 $ 337 As of December 31, 2025 and 2024 the Company's lease terms and discount rates were: 2025 2024 Operating leases Weighted-average remaining lease term (years) 2.35 2.77 Weighted-average discount rate 4.46 % 5.34 % Finance leases Weighted-average remaining lease term (years) 2.22 3.21 Weighted-average discount rate 6.45 % 6.45 % As of December 31, 2025 future minimum lease payments were as follows (in thousands): December 31, 2025 Maturity of lease liabilities Operating Leases Finance Leases Sublease Income 2026 1,830 327 ( 132 ) 2027 1,552 315 ( 132 ) 2028 794 90 ( 55 ) Thereafter — — — Total future minimum lease payments $ 4,176 $ 732 $ ( 319 ) Imputed interest ( 252 ) ( 51 ) — Present value of minimum lease payments $ 3,924 $ 681 $ ( 319 ) NOTE 7: ACCRUED EXPENSES As of December 31, 2025 and 2024 , accrued expenses consisted of the following (in thousands) : 2025 2024 Accrued compensation $ 1,164 $ 1,320 Accrued legal and accounting fees 605 823 Customer deposits and sales returns 65 480 Other accrued operating expenses 525 530 Accrued shipping and handling costs 266 306 Accrued sales and other taxes 116 157 Accrued travel expenses related to corporate events 157 127 Accrued inventory purchases 196 45 Accrued royalties 21 39 Accrued rent expense 13 5 $ 3,128 $ 3,832 F- 20 Table of Contents NOTE 8: INCOME TAXES The components of the Company’s (loss) income before income taxes are attributable to the following jurisdictions for the years ended December 31 (in thousands) : 2025 2024 United States $ ( 5,315 ) $ 1 Foreign 2,426 3,739 (Loss) income before income taxes $ ( 2,889 ) $ 3,740 The components of the Company’s income tax provision (benefit) for the years ended December 31 (in thousands) : Current provision: 2025 2024 Federal $ 170 $ 158 State 14 11 Foreign 620 1,240 804 1,409 Deferred provision (benefit): Federal — — State 79 ( 47 ) Foreign 11,441 ( 112 ) 11,520 ( 159 ) $ 12,324 $ 1,250 For the years ended December 31, 2025 and 2024 , the Company’s effective tax rate was 426.6 % and 33.4 %, respectively. The Company's effective tax rate for the years ended December 31, 2025 and 2024 , differed from the statutory rate due to a mix of earnings across jurisdictions and the associated valuation allowance recorded on losses in certain jurisdictions. The 2025 effective tax rate of 426.6% was primarily driven by losses for which a full valuation allowance was recorded, combined with taxable income in foreign jurisdictions, resulting in tax expense despite consolidated pre-tax losses. A reconciliation of the Company’s United States federal statutory income tax rate and effective income tax rate is summarized as follows, for the year ended December 31, 2025 (dollars in thousands) : 2025 Federal statutory income taxes 21.0 % $ ( 607 ) State and Local income taxes, net of federal benefit (1) 1.5 ( 43 ) Foreign Tax Effects: Deferred tax liability on unremitted foreign earnings ( 337.5 ) 9,750 Withholding taxes ( 5.9 ) 170 Changes in foreign tax credits 0.4 ( 12 ) Difference in Foreign and U.S tax on foreign operations ( 1.5 ) 42 Changes in valuation allowance ( 99.0 ) 2,859 Non-taxable or Non-deductible items: Nondeductible Entertainment ( 5.5 ) 159 Other ( 3.3 ) 96 Other 3.1 ( 90 ) ( 426.6 )% $ 12,324 ( 1 ) State taxes in Texas, New Jersey and Oregon make up the majority (greater than 50% ) of the tax effect of this category. The adoption of ASU 2023 - 09 did not have a material impact on the Company’s financial statements but expanded required rate reconciliation disclosures. The following table presents the required disclosures prior to the Company's adoption of ASU 2023 - 09 and reconciles the Company’s effective income tax rate and the United States federal statutory income tax rate, for the year ended December 31, 2024: 2024 Federal statutory income taxes 21.0 % State income taxes, net of federal benefit 0.2 Withholding taxes 4.3 Changes in foreign tax credits 82.2 Difference in foreign and United States tax on foreign operations 2.2 Permanent difference 8.3 Changes in valuation allowance ( 80.5 ) State deferred tax ( 5.6 ) Prior year Adjustments/Deferred Adjustments 1.0 Other 0.3 33.4 % F- 21 Table of Contents Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The decrease in net deferred tax assets was primarily driven by an increase in valuation allowance and foreign deferred tax liabilities. Significant components of the Company’s deferred tax assets and liabilities consisted of the following at December 31 (in thousands) : Deferred tax assets: 2025 2024 Deferred revenue $ 116 $ 238 Inventory 218 287 Accrued expenses 1,892 1,683 Net operating loss (1) 5,736 4,668 Equity compensation 262 290 Foreign tax credit carryover 225 213 Lease liability 828 725 Capitalized research & development 888 1,100 Unrealized foreign exchange gains and losses 457 53 Other 477 759 Total deferred tax assets $ 11,099 $ 10,016 Valuation allowance ( 9,721 ) ( 6,862 ) Total deferred tax assets, net of valuation allowance $ 1,378 $ 3,154 Deferred tax liabilities: Prepaid expenses 257 281 Deferred commissions 325 364 Lease assets 766 684 Fixed assets 30 55 Deferred tax liability on unremitted foreign earnings 9,750 — Total deferred tax liabilities $ 11,128 $ 1,384 Total net deferred tax (liability) asset $ ( 9,750 ) $ 1,770 ( 1 ) The Company’s net operating loss will expire as follows (dollar amounts in thousands): Jurisdiction Gross NOL Tax Effected NOL Expiration Years Cyprus $ 1,577 $ 197 2026 - 2029 Mexico 6,018 1,805 2026 - 2030 Switzerland 5,475 429 2026 - 2031 United States - Federal 7,318 1,529 Indefinite United States - State 16,121 1,113 2026 - Indefinite Other - Foreign 3,191 663 Indefinite We have U.S. foreign tax credit carryforwards of $ 0.2 million as of December 31, 2025 . The Company maintains a valuation allowance of $ 0.2 million against its foreign tax credit carryforwards. A significant portion of these net operating loss carryforwards are subject to valuation allowances due to uncertainty regarding their realization, particularly in jurisdictions with cumulative losses. The Company recorded a deferred tax liability of $ 9.7 million related to the estimated tax cost associated with unremitted earnings of certain foreign subsidiaries. This liability reflects the expected tax consequences of repatriation of such earnings. F- 22 Table of Contents At December 31, 2025 and 2024 , the Company’s valuation allowance was $ 9.7 million and $ 6.9 million, respectively. The net change in the valuation allowance for the years ended December 31, 2025 and 2024 was an increase of $ 2.8 million and a decrease of $ 3.4 million, respectively. The provisions of ASC Topic 740 require a company to record a valuation allowance when the “more likely than not” criterion for realizing a deferred tax asset cannot be met. A company is to use judgment in reviewing both positive and negative evidence of realizing a deferred tax asset. Furthermore, the weight given to the potential effect of such evidence is commensurate with the extent the evidence can be objectively verified. The valuation allowance against the Company's deferred tax assets consisted of the following at December 31 ( in millions): Country 2025 2024 Cyprus $ 0.2 $ 0.2 Mexico 1.8 1.8 Norway 0.1 0.1 Switzerland 0.4 0.3 Gibraltar 0.1 0.1 Thailand 0.2 0.1 United States 5.4 4.3 Australia 0.1 — Japan 0.3 — United Kingdom 0.1 — Korea 0.5 — South Africa 0.1 — China 0.4 — Total $ 9.7 $ 6.9 At December 31, 2025 and 2024, the Company paid income taxes (net of refunds received) in the amount of $ 0.4 million and $ 0.8 million, respectively. The income taxes (net of refunds received), consisted of the following at December 31, 2025 (in thousands) : 2025 U.S. Federal $ - U.S. State Massachusetts 1 Minnesota - New Jersey 2 New York - Texas 6 Other - State 2 State Subtotal $ 11 Foreign Australia $ - China - Japan ( 137 ) Korea 523 Other - Foreign 32 Foreign Subtotal $ 418 Income taxes paid, net $ 429 As of December 31, 2025 and 2024 , the Company had no unrecognized tax benefits. The Company recognizes interest and/or penalties related to uncertain tax positions in current income tax expense. As of December 31, 2025 and 2024 , the Company had no accrued interest and penalties in the consolidated balance sheets. The Company is subject to examination by taxing authorities in the United States and various state and foreign jurisdictions. As of December 31, 2025 , the tax years that remained subject to examination by a major tax jurisdiction for the Company’s most significant subsidiaries were as follows: Jurisdiction Open Years China 2020 - 2024 Japan 2020 - 2024 Republic of Korea 2020 - 2024 Switzerland 2021 - 2024 United States 2022 - 2024 F- 23 Table of Contents NOTE 9: TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES In 2024, the Company issued unsecured notes payable with an aggregate amount of $ 3.6 million to certain members of the Company's Board of Directors. See Note 11, NOTES PAYABLE, for more information The Company made cash donations of $ 0.4 million to the M5M Foundation for each of the years ended December 31, 2025 and 2024 . The M5M Foundation is a 501 (c)( 3 ) charitable organization that works to combat the epidemic of childhood malnutrition on a global scale. Several of the Company’s directors and officers and their family members serve on the board of the M5M Foundation, including: • Landen Fredrick, the Company's Chief Executive Officer and son of J. Stanley Fredrick, the Company’s Chairman of the Board and a major shareholder. • Lorrie Jobe, daughter of Larry Jobe, a Director and Chair of the Audit Committee of the Board of Directors. We paid employment compensation of approximately $ 358,000 and $ 330,000 for the years ended December 31, 2025 and 2024 , respectively, for salary, bonus, and other compensation to Landen Fredrick. Mr. Fredrick also participated in the employee health care benefit plans available to all employees of the Company. Landen Fredrick also serves as Chairman of the Board of the M5M Foundation. Mr. Kevin Robbins is a member of the Company's Board of Directors, serving as the Chair of the Science and Marketing Committee, and is also an independent associate, holding a position in the Company's associate global downline network marketing system. He also received compensation for consulting on the associate commission plan in the past, but did not receive any compensation for consulting on the plan during the years ended December 31, 2025 and 2024 . In addition, several of Mr. Robbins’ family members are independent associates. The Company pays commissions and incentives to its independent associates, and, during 2025 and 2024, the Company paid aggregate commissions and incentives to Mr. Robbins and his family of approximately $ 1.6 million and $ 1.9 million, respectively. Included in these amounts, the Company paid Mr. Robbins approximately $ 0.1 million and $ 0.2 million in 2025 and 2024, respectively. The amount of commission and incentives paid in 2025 and 2024 to Mr. Robbins' father, Ray Robbins, who holds positions in the Company's associate global downline network marketing system was approximately $ 1.5 million and $ 1.7 million, respectively. All commissions and incentives paid to Mr. Robbins and his family members are in accordance with the Company’s global associate career and compensation plan. F- 24 Table of Contents NOTE 10: EMPLOYEE BENEFIT PLANS Employee Retirement Plan Effective May 9, 1997, the Company adopted a Defined Contribution 401 (k) and Profit Sharing Plan (the “401 (k) Plan”) for its United States and Canada employees. The 401 (k) Plan covers all regular full-time and part-time employees who have completed three months of service and attained the age of twenty -one. United States employees can contribute up to 100 percent of their annual compensation but are limited to the maximum annual dollar amount allowable under the Internal Revenue Code. The 401 (k) Plan permits matching and discretionary employer contributions. The Company’s matching contributions for its United States and Canada employees vest ratably over a five -year period. During each of the years ended December 31, 2025 and 2024 , the Company contributed approximately $ 0.2 million to the 401 (k) Plan for matching contributions. The Company also sponsors a non-U.S. defined benefit plan covering its employees in its Japan subsidiary (the “Benefit Plan”). Benefits under the Benefit Plan are based on a point system for position grade and years of service. The Company utilizes actuarial methods. Inherent in the application of these actuarial methods are key assumptions, including, but not limited to, discount rates and expected long-term rates of return on plan assets. Changes in the related Benefit Plan costs may occur in the future due to changes in the underlying assumptions, changes in the number and composition of plan participants, and changes in the level of benefits provided. The Company uses a measurement date of December 31 to evaluate and record any post-retirement benefits related to the Benefit Plan. Projected Benefit Obligation and Fair Value of Plan Assets The Benefit Plan’s projected benefit obligation and valuation of plan assets were as follows for the years ended December 31 (in thousands) : 2025 2024 Projected benefit obligation: Balance, beginning of year $ 211 $ 213 Service cost 29 29 Interest cost 2 2 Liability loss (gain) 1 ( 10 ) Benefits paid to participants ( 93 ) — Foreign currency 4 ( 23 ) Balance, end of year $ 154 $ 211 2025 2024 Plan assets: Fair value, beginning of year $ — $ — Company contributions 93 — Benefits paid to participants ( 93 ) — Fair value, end of year $ — $ — 2025 2024 Funded status of the Benefit Plan as of December 31 (in thousands): Benefit obligation $ ( 154 ) $ ( 211 ) Fair value of plan assets — — Excess of benefit obligation over fair value of plan assets $ ( 154 ) $ ( 211 ) 2025 2024 Amounts recognized in the accompanying Consolidated Balance Sheets consist of, as of December 31 (in thousands): Accrued benefit liability $ ( 154 ) $ ( 211 ) Transition obligation and unrealized gain ( 53 ) ( 60 ) Net amount recognized in the consolidated balance sheets $ ( 207 ) $ ( 271 ) F- 25 Table of Contents Years Ended December 31, 2025 2024 Other changes recognized in comprehensive loss (in thousands): Net periodic cost $ 25 $ 23 Current year actuarial (loss) gain 1 ( 10 ) Amortization of transition obligation — — Total recognized in other comprehensive income (loss) 1 ( 10 ) Total recognized in comprehensive loss $ 26 $ 13 Years Ended December 31, 2025 2024 Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive loss (in thousands): Transition obligation $ 54 $ 50 Prior service cost — — Net actuarial (loss) gain ( 1 ) 10 Total recognized in accumulated other comprehensive loss $ 53 $ 60 As of December 31, 2025 2024 Amounts included in Accumulated Other Comprehensive Loss (in thousands): Net actuarial gain $ 686 $ 678 Deferred tax provision ( 267 ) ( 264 ) Net cumulative amount included in accumulated other comprehensive loss $ 419 $ 414 2025 2024 Estimated amounts of amortized transition obligation (in thousands): Transition obligation $ — $ — As of December 31, 2025 2024 Aggregate Benefit Plan information and accumulated benefit obligation in excess of plan assets (in thousands): Projected benefit obligation $ 154 $ 211 Accumulated benefit obligation 154 211 Fair value of plan assets — — The weighted-average assumptions to determine the benefit obligation and net cost are as follows: 2025 2024 Discount rate 1.20 % 1.10 % Rate of increase in compensation levels — — F- 26 Table of Contents Components of Expense Service Cost for the Benefit Plan is included within selling and administrative expenses in the statement of operations and all other items noted in the table below (Interest Cost, Amortization of Transition Obligation, Loss and Prior Service Cost) are included within other (expense), net. Pension costs, which are included within Consolidated Statement of Operations are detailed below for the years ended December 31 (in thousands) : 2025 2024 Service cost $ 29 $ 29 Interest cost 2 2 Amortization of transition obligation — — Loss ( 6 ) ( 5 ) Prior service cost — ( 3 ) Total pension expense $ 25 $ 23 Estimated Benefits and Contributions The Company expects to contribute approximately $ 62,000 to the Benefit Plan in 2026. As of December 31, 2025 , benefits expected to be paid by the Benefit Plan for the next ten years is approximately as follows (in thousands) : 2026 $ 62 2027 42 2028 33 2029 31 2030 12 Next five years 25 Total expected benefits to be paid $ 205 NOTE 11: NOTES PAYABLE Notes payable were $ 2.8 million and $ 3.0 million as of December 31, 2025 and December 31, 2024 , respectively. The current portion was $ 0.0 million and $ 0.1 million at December 31, 2025 and 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 $ 2.8 million and $ 2.9 million December 31, 2025 and 2024 , respectively. On April 23, 2024, the Company issued an unsecured note payable to Jade Capital in the amount of $ 2.5 million. The note bears interest at 16 % per annum and requires quarterly interest payments beginning June 30, 2024. The Company has the right to prepay all or a portion of the Promissory Note at any time without premium or penalty. Tyler Rameson is an independent member of Mannatech's Board of Directors, and is the managing member of Jade Capital. As of December 31, 2025 , there was no current portion, and the long-term portion of the balance was $ 1.9 million. On September 9, 2025, the Company entered into a loan extension agreement with Jade Capital, extending the maturity date of the note from September 30, 2026, to March 31, 2027. Subsequently, on March 11, 2026, the Company and Mr. Rameson extended the maturity date of the note to September 30, 2027. All other terms of the note remained unchanged. On April 23, 2024, the Company issued an unsecured note payable to J. Stanley Fredrick in the amount of $ 1.0 million. The note bears interest at 16 % per annum and requires quarterly interest payments beginning June 30, 2024. The Company has the right to prepay all or a portion of the Promissory Note at any time without premium or penalty. Mr. Fredrick is the Chairman of Mannatech's Board of Directors. As of December 31, 2025 , there was no current portion, and the long-term portion of the balance was $ 0.8 million. On September 9, 2025, the Company entered into a loan extension agreement with J. Stanley Fredrick, extending the maturity date of the note from September 30, 2026, to March 31, 2027. Subsequently, on March 11, 2026, the Company and Mr. Fredrick extended the maturity date of the note to September 30, 2027. All other terms of the note remained unchanged. F- 27 Table of Contents On April 23, 2024, the Company issued an unsecured note payable to Kevin Robbins in the amount of $ 0.1 million. The note bears interest at 16 % per annum and requires quarterly interest payments beginning June 30, 2024. The Company has the right to prepay all or a portion of the Promissory Note at any time without premium or penalty. Mr. Robbins is a member of Mannatech's Board of Directors. As of December 31, 2025 , there was no current portion, and the long-term portion of the balance was $ 0.1 million. On September 9, 2025, the Company entered into a loan extension agreement with Kevin Robbins, extending the maturity date of the note from September 30, 2026, to March 31, 2027. Subsequently, on March 11, 2026, the Company and Mr. Robbins extended the maturity date of the note to September 30, 2027. All other terms of the note remained unchanged. As of December 31, 2025 , the Company's future principal payments on notes payable were as follows (in thousands): Principal Payments 2026 2027 Thereafter Total Jade Capital Note $ — $ 1,910 $ — 1,910 J.S. Fredrick Note — 764 — 764 K. Robbins Note — 76 — 76 Total $ — $ 2,750 $ — $ 2,750 NOTE 12: STOCK BASED COMPENSATION Stock Option Plan The Company currently has one active stock-based compensation plan, the 2017 Plan, which was adopted by the Company’s Board of Directors on April 17, 2017 and was approved by its shareholders on June 8, 2017, and subsequently amended by the Board in February 2019, which was approved by the Company's shareholders on June 11, 2019. The Board has reserved a maximum of 370,000 shares of our common stock that may be issued under the 2017 Plan (subject to adjustments for stock splits, stock dividends or other changes in corporate capitalization). As of December 31, 2025 , the Company had a total of 49,875 shares available for grant under the 2017 Plan, which expires on April 16, 2027. The 2017 Plan provides for grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and performance stock units to our employees, board members, and consultants. However, only employees of the Company and its corporate subsidiaries are eligible to receive incentive stock options. The exercise price per share for all stock options will be no less than the market value of a share of common stock on the date of grant. Any incentive stock option granted to an employee owning more than 10% of our common stock will have an exercise price of no less than 110% of our common stock’s market value on the grant date. The majority of stock options vest over two or three years and generally are granted with a term of ten years, or five years in the case of an incentive option granted to an employee who owns more than 10% of our common stock. The Company is required to measure and recognize compensation expense related to any outstanding and unvested stock options in its consolidated financial statements using a fair-value based option-pricing model. The Company records stock-based compensation expense related to granting stock options in selling and administrative expenses. The fair value of the stock option award is calculated using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires us to apply judgment and use subjective assumptions about expected dividend yields, risk-free interest rates, price volatility related to the underlying shares, and the expected stock option life, including forfeitures. The following assumptions were used to calculate the fair value of stock options granted each year: 2025 2024 Dividend yield: 0.0 % 0.0 % Risk-free interest rate: 3.9 - 4.0 % 4.3 - 4.5 % Expected market price volatility: 66.3 - 68.8 % 64.2 - 70.2 % Weighted average expected life of stock options (in years): 4.5 4.5 The computation of the expected volatility assumption used in the Black-Scholes calculations for new grants is based on historical volatility of the Company’s stock. The expected life assumptions are based on the Company’s historical employee exercise and forfeiture behavior. F- 28 Table of Contents During each of 2025 and 2024 , the Company issued no treasury shares upon the exercise of options. During 2025 and 2024 , the Company granted 68,000 and 16,167 new options to management and members of the Board, respectively. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $ 6.06 and $ 4.48 per share, respectively. A summary of changes in stock options outstanding during the year ended December 31, 2025 , is as follows: 2025 Weighted Weighted average Aggregate Number of average remaining intrinsic Options exercise contractual life value (in (in thousands) price (in years) thousands) Outstanding at beginning of year 150 $ 17.19 Granted 68 10.53 Forfeitures ( 10 ) 10.60 Expired ( 25 ) 19.35 Outstanding at end of year 183 $ 14.77 5.74 $ 9,070 Options exercisable at year end 124 $ 16.87 4.04 $ 6,046 Valuation and Expense Information Under FASB ASC Topic 718 Compensation – Stock Compensation On March 11, 2024, the Company issued a grant of 8,187 restricted stock units (“RSUs”) of our common stock to our Chief Executive Officer. Under the terms of the stock grant, the grant is available for 18 months and will not vest until Mannatech's stock price averages $ 15.00 per share (i.e., the volume weighted price) for 60 consecutive days. As of the end of the performance period, the stock price condition was not met. Accordingly, the RSU's did not vest, and the grant lapsed with no shares issued. The Company is required to measure and recognize compensation expense related to the grant in its consolidated financial statements using a fair-value based model. A summary of changes in restricted stock units outstanding during the year ended December 31, 2025 , is as follows: Weighted Number of average RSUs grant date (in thousands) fair value Outstanding at beginning of year 8,187 $ 15.00 Expired ( 8,187 ) 15.00 Outstanding at end of year — $ — The Company recorded the following amounts related to the expense of the fair values of options and RSUs during the years ended December 31, 2025 and 2024 (in thousands) : 2025 2024 Total gross compensation expense $ 139 $ 92 Total tax benefit associated with compensation expense ( 12 ) ( 12 ) Total net compensation expense $ 127 $ 80 F- 29 Table of Contents If we grant additional stock options in the future, we would be required to recognize additional compensation expense over the vesting period of such stock options in our consolidated statement of operations. As of December 31, 2025 , the Company had $ 0.2 million of total unrecognized compensation expense related to stock options currently outstanding, to be recognized in future years over a weighted-average period of 0.95 years, ending December 31, as follows (in thousands): Years ending December 31, 2026 2027 Total gross unrecognized compensation expense $ 127 $ 101 Equity-Based Compensation At the discretion of the Board, each director may receive a portion of their fees payable in stock grants in lieu of cash compensation. For the years ended December 31, 2025 and 2024 , the Company issued a total of 16,116 and 24,660 treasury stock to the members of the Board as a part of their compensation, respectively. The stock grants to the Board were vested upon grant and the Company recognized $ 0.2 million compensation expense for each of the years 2025 and 2024 . NOTE 13: COMMITMENTS AND CONTINGENCIES Royalty and Consulting Agreements The Company utilizes royalty agreements with individuals and entities to provide compensation for items relating to developed products, websites and emails provided to our associates. The Company paid royalties of less than $ 0.1 million for each of the years ended December 31, 2025 and 2024 . Employment Agreements The Company has non-cancelable employment agreements with certain executives. If the employment relationships with these executives were terminated, as of December 31, 2025 , the Company would continue to be indebted to the executives for $ 0.5 million, payable through 2026. On March 13, 2024, the Company announced the retirement of Alfredo (Al) Bala as the Company’s Chief Executive Officer effective April 1, 2024 and the engagement of Mr. Bala as an advisor to the Company effective April 1, 2024. At December 31, 2025 , the remaining balance of his severance was $ 0.1 million, payable over the next five months. F- 30 Table of Contents NOTE 14: LITIGATION Litigation in General As of December 31, 2025 , the Company had no open or pending litigation and no legal reserve was deemed necessary at December 31, 2025 . The Company has incurred several claims in the normal course of business. The Company believes such claims can be resolved without any material adverse effect on its consolidated financial position, results of operations, or cash flows. The Company maintains certain liability insurance; however, certain costs of defending lawsuits are not covered by or only partially covered by its insurance policies, including claims that are below insurance deductibles. Additionally, insurance carriers could refuse to cover certain claims, in whole or in part. The Company accrues costs to defend itself from litigation as they are incurred. NOTE 15: SHAREHOLDERS ’ EQUITY Preferred Stock On May 19, 1998, the Company amended its Amended and Restated Articles of Incorporation to reduce the number of authorized shares of common stock from 100.0 million to 99.0 million and the Company authorized 1.0 million shares of preferred stock with a par value of $ 0.01 per share. No shares of preferred stock have ever been issued or outstanding. Treasury Stock On June 30, 2004, the Company’s Board of Directors authorized the Company to repurchase, in the open market, the lesser of (i) 131,756 shares of its common stock and (ii) $ 1.3 million of its shares, (the “June 2004 Plan”). On August 28, 2006, the Company's Board of Directors authorized a second program permitting the Company to purchase, in the open market, up to $ 20 million of its outstanding shares (the “August 2006 Plan”). Under the June 2004 Plan and the August 2006 Plan, shares of Common Stock may be repurchased from time to time through open market transactions in compliance with applicable securities laws. The timing, manner, price and amount of any repurchases, as well as the capital resources to fund the repurchases, are determined by the Company, in its discretion, and depends on a variety of factors, including legal requirements, price and economic and market conditions. During the years ended December 31, 2025 and 2024 , there were no shares repurchased. As of December 31, 2025 , there was $ 12.6 million remaining for repurchase under the August 2006 Plan, and the total value of shares repurchased in the open market under the August 2006 Plan was $ 1.5 million. The Company does not have any stock repurchase plans or programs other than the June 2004 Plan and the August 2006 Plan. As of December 31, 2025 and 2024 , the Company had 841,927 and 858,043 treasury shares, respectively. Voting rights Holders of our Common Stock will vote as a single class and are entitled to one vote per share on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our Common Stock do not have cumulative voting rights in the election of directors. Preemptive or similar rights Holders of shares of our Common Stock do not have preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the Common Stock. Dividends Holders of Common Stock are entitled to receive dividends at the same rate, when, as and if declared by our Board of Directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to the rights of the holders of one or more outstanding series of our preferred stock. For the years ended December 31, 2025 and 2024 , no dividends were paid. F- 31 Table of Contents Accumulated Other Comprehensive Loss Accumulated other comprehensive loss displayed in the Consolidated Statements of Shareholders’ Equity represents the results of certain shareholders’ equity changes not reflected in the consolidated statements of operations, such as foreign currency translation and certain pension and postretirement benefit obligations. The after-tax components of accumulated other comprehensive loss, are as follows (in thousands) : Pension Accumulated Foreign Postretirement Other Currency Benefit Comprehensive Translation Obligation Loss, Net Balance as of December 31, 2023 $ ( 1,427 ) $ 412 $ ( 1,015 ) Current-period change before reclassifications ( 4,653 ) — ( 4,653 ) Amounts reclassified from accumulated other comprehensive loss — 3 3 Income tax provision — ( 1 ) ( 1 ) Balance as of December 31, 2024 $ ( 6,080 ) $ 414 $ ( 5,666 ) Current-period change before reclassifications 992 — 992 Amounts reclassified from accumulated other comprehensive loss — 8 8 Income tax provision — ( 3 ) ( 3 ) Balance as of December 31, 2025 $ ( 5,088 ) $ 419 $ ( 4,669 ) NOTE 16: EARNINGS PER SHARE The Company calculates basic Earnings per Share ("EPS") by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS also reflects the potential dilution that could occur if common stock were issued for awards outstanding under the Mannatech, Incorporated 2017 Stock Incentive Plan. In determining the potential dilutive effect of outstanding stock options for the years ended December 31, 2025 and 2024 , the Company used the average common stock close price of $ 9.74 and $ 8.27 per share, respectively. For the year ended December 31, 2025 , options outstanding were excluded from the diluted EPS calculations as their effect would have been antidilutive. The Company reported a net loss for the year ended December 31, 2025 . For the year ended December 31, 2024 , there were 1.89 million weighted-average common shares outstanding used for the basic EPS calculation. For the year ended December 31, 2024 , 8,187 restricted share units were granted (see Note 12, Stock Based Compensation, for more information). These shares were excluded from the calculation of diluted EPS because the related market condition was not achieved. In addition, 143,974 shares underlying stock options were excluded from the diluted EPS calculation, as their effect would have been antidilutive. Calculation of net EPS— basic and diluted ( in thousands, except EPS ): Years Ended December 31, 2025 2024 Net (loss) income attributable to common stockholders $ ( 15,213 ) $ 2,490 Weighted average common shares outstanding (for basic calculation) 1,901 1,885 Dilutive effect of outstanding common stock options and RSU’s — — Weighted average common and common equivalent shares outstanding 1,901 1,885 (Loss) income per share - Basic $ ( 8.00 ) $ 1.32 (Loss) income per share - Diluted $ ( 8.00 ) $ 1.32 F- 32 Table of Contents NOTE 17: SEGMENT INFORMATION We operate as a direct seller in the nutritional supplement industry. The Company's sole reporting segment is one in which we sell proprietary nutritional supplements, skin care and anti-aging products, and weight-management and fitness products operating in twenty-five markets. We primarily sell our products through a network marketing distribution channel of active associates and preferred customer positions who we refer to as current associates and preferred customers. Each of our subsidiaries sells similar products and exhibits similar economic characteristics, such as selling prices, paying commissions and incentives, gross margins and operating characteristics. The Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer. The CODM regularly reviews consolidated financial information and performance used to make decisions about the Company as a whole and without distinguishing or grouping of operations based on asset type, revenue, geographic location, tenant or other factors. Accordingly, for disclosure purposes, the Company has a single reportable segment, which is reported on the Company’s consolidated financial statements. The CODM evaluates performance and allocates resources based on net income as reported in the consolidated statements of operations. Total expenditures for long-lived assets are reported on the consolidated statements of cash flows. Measure of total assets is consistent with total assets reported on the consolidated balance sheet. The CODM reviews consolidated net income to evaluate performance and determine if resources should be deployed into other aspects of the Company, such as to repay debt, buy back common stock under the share repurchase program or pay dividends. The following table presents the Company's segment revenue, segment expenses and segment (loss) income for the years ended December 31, 2025 and 2024 ( in thousands): For the years ended December 31, 2025 2024 Net Sales $ 108,038 $ 117,866 Less: Cost of sales 27,079 26,406 Commissions and incentives 41,727 48,309 Human Resources 16,558 18,055 Distribution and warehouse 1,844 2,467 Selling and administrative expenses 20,164 19,655 Depreciation and amortization 1,092 1,545 Interest expense 541 475 Interest income ( 135 ) ( 196 ) Other (income) expense 2,057 ( 2,590 ) Income tax provision 12,324 1,250 Segment net (loss) income $ ( 15,213 ) $ 2,490 Reconciliation of profit or loss Adjustments and reconciling items — — Consolidated net (loss) income $ ( 15,213 ) $ 2,490 We currently sell our products in three regions: (i) the Americas (the United States, Canada and Mexico); (ii) Europe/the Middle East/Africa (“EMEA”) (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom); and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong, Thailand and China). We also ship our products to customers in the following countries: Belgium, France, Greece, Italy, Luxembourg, and Poland. Consolidated net sales shipped to customers in these regions, along with associate fee and product information for the years ended December 31, are as follows (in millions, except percentages) : 2025 2024 Product sales $ 106.0 $ 115.9 Associate fees 0.4 0.5 Other 1.6 1.5 Total $ 108.0 $ 117.9 Region 2025 2024 United States $ 22.4 20.7 % $ 28.0 23.8 % Other Countries 10.1 9.4 % 11.7 9.9 % The Americas $ 32.5 30.1 % $ 39.7 33.7 % China $ 11.2 10.4 % $ 6.7 5.7 % Korea 43.7 40.5 % 47.7 40.4 % Other Countries 11.5 10.6 % 14.6 12.4 % Asia/Pacific $ 66.4 61.5 % $ 69.0 58.5 % EMEA 9.1 8.4 % 9.2 7.8 % Total $ 108.0 100.0 % $ 117.9 100.0 % Long-lived assets by region, which include property and equipment and construction in progress for the Company and its subsidiaries, as of December 31, reside in the following regions, as follows (in millions) : Region 2025 2024 United Sates $ 2.6 $ 2.4 Asia/Pacific 0.5 0.5 Total $ 3.1 $ 2.9 F- 33 Table of Contents Inventory balances by region, which consist of raw materials and finished goods, including promotional materials, net of allowance for slow-moving and inventory obsolescence, for the Company and its subsidiaries, reside in the following regions as of December 31, as follows (in millions) : Region 2025 2024 North America $ 4.8 $ 6.0 Asia/Pacific 4.3 3.7 EMEA 1.0 0.7 Total $ 10.1 $ 10.4 NOTE 18: SUBSEQUENT EVENTS Notes Payable Subsequent to the year ended December 31, 2025, on March 11, 2026, the Company extended the maturity date of each of the notes payable to Jade Capital, J. Stanley Fredrick, and Kevin Robbins from March 31, 2027, to September 30, 2027. Compensation of Directors Subsequent to the year ended December 31, 2025, on March 10, 2026, the Board approved changes to director compensation to be effective on April 1, 2026, enabling directors to 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. By or before March 13, 2026, the Company received final elections from all members of the Board of Directors regarding their choice to receive stock in lieu of cash for director retainers and related fees. Directors Jack Seifrick and Kevin Robbins elected to continue receiving all director compensation in cash with no changes to their current payout arrangements. Chairman Stan Fredrick elected to receive his $ 80,000 director retainer, in lieu of his chairman fee, in the form of Company stock to be granted at the end of each quarter. Directors Larry Jobe, Tyler Rameson, and Bob Toth each elected to receive their director retainers and fees in stock rather than cash, with grants to be issued at the end of each quarter. In addition, advisory director Eric Schrier elected to receive a quarterly stock grant in lieu of his monthly advisory director fee. The Company expects to issue all related stock grants in accordance with the terms of its existing equity compensation plan. Employment Agreements Subsequent to the year ended December 31, 2025, on March 19, 2026, following a discussion and mutual agreement, the Company provided James Clavijo, the Company's Chief Financial Officer, with requisite notice that it would not renew his employment agreement, which expires on June 30, 2026. 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 . To assist with the transition of his duties, on March 20, 2026, the Board appointed Yasir Haider to serve as Interim Chief Financial Officer. F-34