MANNATECH INC

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.

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:

All Other Compensation Table

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

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.

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*

(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:

(1) James Clavijo was appointed as the Company's CFO effective July 1, 2024. On March 19, 2026, the Company notified Mr. Clavijo that it will not renew his employment agreement, which expires on June 30, 2026. To assist with the transition of his duties, on March 20, 2026, the Board appointed Yasir Haider to serve as Interim CFO. Please refer to the Company’s Form 8-K filed with the SEC on March 24, 2026.

Retirement Benefits and Non-Qualified Deferred Compensation

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

Potential Payments Upon Termination or Change in Control

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

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

The NEO’s stock option award agreements provide that, upon a termination of employment for “cause” (as defined below), all outstanding options granted under the 2017 Plan, whether vested or unvested, will immediately be forfeited. If, however, an NEO’s employment is terminated for any other reason (other than due to death or “disability” (as defined below)), the NEO may exercise those options that were exercisable immediately prior to his or her termination of employment during the period ending on the earlier of (x) the date that is three months following the date of termination and (y) the expiration date. In the event that a NEO’s employment is terminated due to death or disability, the NEO (or his or her legal representative, executor, administrator, heir or legatee, as the case may be) may exercise those options that were exercisable immediately prior to his or her termination of employment during the period ending on the earlier of (x) the date that is twelve months following the date of termination and (y) the expiration date.

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

Clavijo Employment Agreement:

Under the terms of the Clavijo Employment Agreement, if the Company intends to not renew Mr. Clavijo’s employment agreement, the Company must provide written notice at least 90 days prior to the expiration of the initial term or any renewal term. If the Company exercises its right to not renew the Clavijo Employment Agreement, the Company must pay Mr. Clavijo his base salary for a period of three (3) months following the expiration of the initial term or any renewal term. Additionally, under the Clavijo Employment Agreement, either party may terminate the agreement prior to the expiration of the initial term or any renewal term by providing at least thirty (30) days’ prior written notice of termination for any or no reason, to the other party. If the Company exercises this right, Mr. Clavijo will continue to receive his base salary for the balance of the initial term or any renewal term plus an additional three months following the expiration date. As a condition of receipt of any severance, Mr. Clavijo must execute a release of claims against the Company and its affiliates.

Notwithstanding the statements above, if Mr. Clavijo’s employment is terminated for cause, if he resigns without good reason, or is terminated due to his death, Mr. Clavijo is only entitled to (i) any remaining base salary earned and not yet paid through the termination date; (ii) any annual bonus, or portion thereof, that was earned through the termination date; (iii) all reimbursable expenses due but not yet paid through the termination date; and (iv) all earned or vested benefits (or an amount equivalent to the value of such benefits) payable under our benefit plans or arrangements through the termination date. Under the Clavijo Employment Agreement, “cause”, “good reason” and “disability” has the meanings generally summarized below:

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.

(1) On March 19, 2026, the Company provided Mr. Clavijo with requisite notice that it would not renew his agreement. The Clavijo Employment Agreement expires on June 30, 2026. As noted above, Mr. Clavijo is entitled to receive his base salary for a period of three months following expiration of the agreement. For that three-month period, Mr. Clavijo will receive $63,461.

Pay Versus Performance

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

Pay Versus Performance Table

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 during2025 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 hadone or more executive officers serving as a member of the Board or our Compensation and Stock Option Plan Committee.