MANNATECH INC

NOTE1: 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). During2025,* 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 isnot 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 havenot varied materially from the Company’s estimates and the Company doesnot 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.

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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 ofthree months or less to be cash equivalents. Cash and cash equivalents was $6.2 million and $11.4 million at* December 31, 2025and2024*, 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 within24 to72 hours. As of* December 31, 2025and2024*, 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 doesnot 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, 2025and2024*, respectively. In addition, for the year ended* December 31, 2025and2024*, 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, 2025and2024*, 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 thanone 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):

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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 doesnot match the order total. As of* December 31, 2025and2024*, accounts receivables consisted primarily of amounts due from preferred customers and associates. At each of* December 31, 2025* and2024, the Company's accounts receivable balances (net of allowance for credit losses) were less than $0.1 million.

In accordance with ASC326**, Financial Instruments- Credit Losses("ASC326"), 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, 2025and2024*, the Company held an allowance for credit losses of $0.8 million and $0.9 million, respectively.

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, 2025and2024*, respectively. Included in the* December 31, 2025and2024* 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:

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.

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Other Assets

At* December 31, 2025and2024*, other assets were $2.8 million and $2.6 million, respectively. The* December 31, 2025and2024* 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, 2025and2024* 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, 2025and2024* 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, 2025and2024*, 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, 2025and2024*, accrued restoration costs related to these leases amounted to $0.3 million. At each of* December 31, 2025and2024*, 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, 2025and2024*, respectively (see Note10, 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, 2025and2024*. 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 containtwo 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 aone-time order contain only thefirst 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 complimentarythree-month package for the Success Tracker TM and Mannatech+ online business tools with thefirst payment of an associate fee. Thefirst payment of an associate fee containsthree 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 thethree performance obligations on a relative standalone selling price basis and revenue is recognized over the period that access to the tool is active. Associates donot have complimentary access to online business tools after thefirst 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.

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Our sales mix for the years ended* December 31,was as follows(in millions, except percentages)*:

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, 2025and2024*.

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, 2025and2024*, 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, 2025and2024* was $3.0 million and $2.9 million, respectively, as follows:

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 rollingsix-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.

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Historically, sales returns havenot materially changed through the years, as the majority of our customers who return their merchandise do so within thefirst 90 days after the original sale. Sales returns have historically averaged0.5% or less of our gross sales. At* December 31, 2025and2024*, our sales return reserve, which is a component of Accrued expenses, consisted of the following*(in thousands)*:

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, 2025and2024*, 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, 2025and2024*, 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 hasone active stock-based compensation plan, the Mannatech, Incorporated2017 Stock Incentive Plan, which was adopted by the Company’s Board of Directors (the "Board") on* April17,* 2017 and was approved by its shareholders on* June8,* 2017. The Company recognizes stock-based compensation expense over the vesting period of the options granted. See Note12, 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, 2025and2024*, 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 isthree tofive years once the software is placed in service.

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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 doesnot meet the more likely thannot criterion for recognition. The Company recognizes the effect of income tax positions only if those positions are more likely thannot of being sustained. Recognized income tax positions are measured at the largest amount that is greater than50% 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. During2025, the Company closed certain foreign subsidiaries. The related cumulative translation adjustment balances were immaterial, and thereforeno 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 isnot currently exposed to customer concentration risk given thatno independent associate has ever accounted for more than10% 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.

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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 Note3 to our Consolidated Financial Statements,Fair Value, for more information.

Recently Adopted Accounting Pronouncements

Income Tax Reporting (ASU2023-09) —Income Taxes (Topic740*): Improvements to Income Tax Disclosures*(“ASU2023-09”). 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 ASU2023*-09, on a prospective basis, effective for our fiscal year beginning* January 1, 2025.The adoption didnot* 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 ButNot Yet Effective**

Income Statement Expenses(ASU2024-03) —Income Statement (Subtopic220*-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 doesnot* 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. ASU2024-03 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 ASU2024*-03 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls

Credit Losses(ASU2025-05) —Financial Instruments-Credit Losses (Topic326*) -* 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 doesnot* expect the adoption to have a material impact given the short-term nature of its accounts receivable.

Intangibles—Goodwill and Other—Internal-Use Software (ASU2025-06) (Subtopic350-40)Targeted Improvements to the Accounting for Internal-Use Software.In September 2025,the FASB issued ASU2025-06, 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 havenot* 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 ASU2025-06 on its consolidated financial statements and related disclosures.

Interim Reporting — (ASU2025-11)* (Topic270) -* Narrow-Scope Improvements. In* December**2025,* the FASB issued ASU2025-11 to clarify when ASC270 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 mayapply the guidance prospectively or retrospectively. The Company is currently evaluating the impact of the adoption of ASU2025*-11 on its consolidated financial statements and related disclosures.

Codification Improvements — (ASU2025-12). In* December**2025,* the FASB issued ASU2025-12 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 maybe applied prospectively or retrospectively. The Company is currently evaluating the impact of the adoption of ASU2025*-12 on its consolidated financial statements and related disclosures.

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NOTE2: LIQUIDITY AND GOING CONCERN

Basis of evaluation. In accordance with ASC205‑40, 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 withinone 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 donot 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 isno 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 withinone 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:

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:*

Management’s plans are subject to inherent risk and uncertainty. There can beno assurance that the Company will be successful in its efforts, and there can beno 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.

NOTE3: 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 (Topic820) 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:

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 Level1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company doesnot have any material financial liabilities that were required to be measured at fair value on a recurring basis at* December 31, 2025and2024*.

As of* December 31, 2025and2024*, 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 Level1.

The table below presents the recorded amount of financial assets measured at fair value (in thousands) on a recurring basis as of* December 31, 2025and2024*:

The following table below present the carrying amount and estimated fair value of financial instruments as of* December 31, 2025and2024*, (inthousands)that arenot measured at fair value*:*

The fair value was estimated using a net present value measurement, which is based on unobservable inputs, and as such, is classified as Level3.

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NOTE4: 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, 2025and2024*, respectively.

Inventories as of* December 31, 2025and2024*, consisted of the following*(in thousands)*:

NOTE5: PROPERTY AND EQUIPMENT

As of* December 31, 2025and2024*, 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, 2025and2024*, property and equipment consisted of the following*(in thousands)*:

For the years ended* December 31, 2025and2024*, depreciation and amortization expense was $1.1 million and $1.5 million, respectively.

NOTE6: LEASES

The Company has entered into contractual lease arrangements to rent office space and equipment fromthird-party lessors and accounts for leases in accordance with ASC Topic842. 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 than12 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 isnot 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* mayalso 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 of12* months or less are considered short term and arenot recorded on the balance sheet. The Company recognizes a lease expense for short term leases on a straight-line basis over the lease term.

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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, 2025and2024*, all of the Company’s finance leases pertain to certain equipment used in the business.

On* March 10, 2023,the Company entered into afive-year agreement to sublease a portion of the Company's leased office space in Flower Mound, Texas to a subtenant. There wasno* modification or impairment by entering into the sublease agreement because the Company wasnot released from its obligations under the head lease. The Company earned $0.1 million sublease revenue for each of the years ended* December 31, 2025and2024*, 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 ASC842-10-15-39A to exclude from consideration taxes that are assessed on and collected from the sublessee.

As of* December 31, 2025and2024*, our right-of-use assets and lease liabilities balances, net of accumulated amortization, were as follows (in thousands):

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, 2025and2024*, we incurred the following lease costs related to our operating and finance leases (in thousands):

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For the years ended* December 31, 2025and2024*, cash paid for amounts included in the measurement of lease liabilities included (in thousands):

As of* December 31, 2025and2024* the Company's lease terms and discount rates were:

As of* December 31, 2025* future minimum lease payments were as follows (in thousands):

NOTE7: ACCRUED EXPENSES

As of* December 31, 2025and2024*, accrued expenses consisted of the following*(in thousands)*:

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NOTE8: 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)*:

The components of the Company’s income tax provision (benefit) for the years ended* December 31**(in thousands)*:

For the years ended* December 31, 2025and2024*, 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, 2025and2024*, differed from the statutory rate due to a mix of earnings across jurisdictions and the associated valuation allowance recorded on losses in certain jurisdictions. The2025 effective tax rate of426.6% 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)*:

(1) State taxes in Texas, New Jersey and Oregon make up the majority (greater than50%) of the tax effect of this category.

The adoption of ASU2023-09 didnot 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 ASU2023-09 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:*

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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)*:

(1)The Company’s net operating loss will expire as follows (dollar amounts in thousands):

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.

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At* December 31, 2025and2024*, 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, 2025and2024* was an increase of $2.8 million and a decrease of $3.4 million, respectively. The provisions of ASC Topic740 require a company to record a valuation allowance when the “more likely thannot” 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):

At* December 31, 2025and2024,* 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)*:

As of* December 31, 2025and2024*, the Company hadno unrecognized tax benefits.

The Company recognizes interest and/or penalties related to uncertain tax positions in current income tax expense. As of* December 31, 2025and2024*, the Company hadno 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:

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NOTE9: TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES

In2024, 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 theM5M Foundation for each of the years ended* December 31, 2025and2024*. TheM5M Foundation is a501(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 theM5M Foundation, including:

We paid employment compensation of approximately $358,000 and $330,000 for the years ended* December 31, 2025and2024*, 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 theM5M 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 didnot receive any compensation for consulting on the plan during the years ended* December 31, 2025and2024*. In addition, several of Mr. Robbins’ family members are independent associates. The Company pays commissions and incentives to its independent associates, and, during2025 and2024, 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 in2025 and2024, respectively. The amount of commission and incentives paid in2025 and2024 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.

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NOTE10: EMPLOYEE BENEFIT PLANS

Employee Retirement Plan

Effective* May**9,* 1997, the Company adopted a Defined Contribution401(k) and Profit Sharing Plan (the*“401*(k) Plan”) for its United States and Canada employees. The401(k) Plan covers all regular full-time and part-time employees who have completedthree months of service and attained the age oftwenty-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. The401(k) Plan permits matching and discretionary employer contributions. The Company’s matching contributions for its United States and Canada employees vest ratably over afive-year period. During each of the years ended* December 31, 2025and2024*, the Company contributed approximately $0.2 million to the401(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, butnot limited to, discount rates and expected long-term rates of return on plan assets. Changes in the related Benefit Plan costs* mayoccur 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)*:

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The weighted-average assumptions to determine the benefit obligation and net cost are as follows:

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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)*:

Estimated Benefits and Contributions

The Company expects to contribute approximately $62,000 to the Benefit Plan in2026. As of* December 31, 2025*, benefits expected to be paid by the Benefit Plan for the nextten years is approximately as follows*(in thousands)*:

NOTE11: 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, 2025and2024*, respectively, as a result of insurance financing arrangements.

The long-term portion of notes payable relates tothree unsecured notes, described below. The long-term portion of notes payable was $2.8 million and $2.9 million* December 31, 2025and2024*, 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 wasno 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 wasno 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.

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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 wasno 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):*

NOTE12: STOCK BASED COMPENSATION

Stock Option Plan

The Company currently hasone active stock-based compensation plan, the2017 Plan, which was adopted by the Company’s Board of Directors on* April 17, 2017and 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 maybe issued under the2017* 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 the2017 Plan, which expires on* April**16,* 2027.

The2017 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 beno 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 than10% of our common stock will have an exercise price ofno less than110% of our common stock’s market value on the grant date.

The majority of stock options vest overtwo orthree years and generally are granted with a term often years, orfive years in the case of an incentive option granted to an employee who owns more than10% 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:

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.

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During each of2025 and2024, the Company issuedno treasury shares upon the exercise of options. During2025 and2024, 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, 2025and2024* 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:

Valuation and Expense Information Under FASB ASC Topic718 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 willnot* vest until Mannatech's stock price averages $15.00 per share (i.e., the volume weighted price) for60 consecutive days. As of the end of the performance period, the stock price condition wasnot met. Accordingly, the RSU's didnot vest, and the grant lapsed withno 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:

The Company recorded the following amounts related to the expense of the fair values of options and RSUs during the years ended* December 31, 2025and2024* (in thousands):

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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):*

Equity-Based Compensation

At the discretion of the Board, each director* mayreceive a portion of their fees payable in stock grants in lieu of cash compensation. For the years ended December 31, 2025and2024*, 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 years2025 and2024.

NOTE13: 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, 2025and2024*.

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 through2026.

On* March 13, 2024,the Company announced the retirement of Alfredo (Al) Bala as the Company’s Chief Executive Officer effective April 1, 2024and 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 nextfive months.

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NOTE14: LITIGATION

Litigation in General

As of* December 31, 2025*, the Company hadno open or pending litigation andno 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 arenot 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.

NOTE15: 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 2004Plan”). On August 28, 2006,the Company's Board of Directors authorized asecond* program permitting the Company to purchase, in the open market, up to $20 million of its outstanding shares (the* “August 2006Plan”). Under the June 2004Plan and the August 2006Plan, 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, 2025and2024*, there wereno shares repurchased. As of* December 31, 2025*, there was $12.6 million remaining for repurchase under the* August 2006Plan, and the total value of shares repurchased in the open market under the August 2006Plan was $1.5 million. The Company doesnot* have any stock repurchase plans or programs other than the* June 2004Plan and the August 2006*Plan.

As of* December 31, 2025and2024*, 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 toone 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 donot have cumulative voting rights in the election of directors.

Preemptive or similar rights

Holders of shares of our Common Stock donot have preemptive, subscription, redemption or conversion rights. There areno 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 ofone or more outstanding series of our preferred stock. For the years ended* December 31, 2025and2024*, no dividends were paid.

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Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss displayed in the Consolidated Statements of Shareholders’ Equity represents the results of certain shareholders’ equity changesnot 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)*:

NOTE16: 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, Incorporated2017 Stock Incentive Plan.

In determining the potential dilutive effect of outstanding stock options for the years ended* December 31, 2025and2024*, 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 Note12, Stock Based Compensation,for more information). These shares were excluded from the calculation of diluted EPS because the related market condition wasnot 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):

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NOTE17: SEGMENT INFORMATION

We operate as a direct seller in the nutritional supplement industry. The Company's sole reporting segment isone in which we sell proprietary nutritional supplements, skin care and anti-aging products, and weight-management and fitness products operating intwenty-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, 2025and2024* (in thousands):

We currently sell our products inthree 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)*:

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)*:

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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)*:

NOTE18: 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 their2026* 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 withno* 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 wouldnot* renew his employment agreement, which expires on* June 30, 2026.Mr. Clavijo is entitled to receive his base salary for a period ofthree* months following expiration of the agreement. For thatthree-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.