MANNATECH INC

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:

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

(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.

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.

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