MANNATECH INC

Previous wording

The following discussion is intended to assist in the understanding of our consolidated financial position and results of operations for the three months ended March 31, 2026 as compared to the same period in 2025 and should be read in conjunction with Item 1 “Financial Statements” in Part I of this quarterly report on Form 10-Q and Item 1A “Risk Factors” in Part I of our 2025 Annual Report. Unless stated otherwise, all financial information presented below, throughout this report, and in the condensed consolidated financial statements and related notes includes Mannatech and all of our subsidiaries on a consolidated basis. To supplement our financial results presented in accordance with GAAP, we disclose certain adjusted financial measures which we refer to as Constant dollar (“Constant dollar”) measures, which are non-GAAP financial measures. Refer to theNon-GAAP Financial Measures section herein for a description of how such Constant dollar measures are determined.

Current wording

The following discussion is intended to assist in the understanding of our consolidated financial position and results of operations for the three and six months ended June 30, 2026 as compared to the same period in 2025 and should be read in conjunction with Item 1 “Financial Statements” in Part I of this quarterly report on Form 10-Q and Item 1A “Risk Factors” in Part I of our 2025 Annual Report. Unless stated otherwise, all financial information presented below, throughout this report, and in the condensed consolidated financial statements and related notes includes Mannatech and all of our subsidiaries on a consolidated basis. To supplement our financial results presented in accordance with GAAP, we disclose certain adjusted financial measures which we refer to as Constant dollar (“Constant dollar”) measures, which are non-GAAP financial measures. Refer to theNon-GAAP Financial Measures section herein for a description of how such Constant dollar measures are determined.

Previous wording

We sell our products principally through network marketing distribution channels via our active associates (“independent associate” or “associates” or “distributors”) and to our “preferred customers,” which we believe is the most cost-effective way to introduce our products and communicate information about our business to the global marketplace quickly and effectively. Network marketing minimizes upfront costs, as compared to conventional marketing methods, and allows us to be more responsive to the ever-changing overall market conditions, as well as continue to research and develop high quality products and focus on controlled successful international expansion. We believe the network marketing channel also allows us to effectively communicate the potential benefits and unique properties of our proprietary products to our consumers. In addition, network marketing provides our associates with an avenue to supplement their income by building their own business centered on our business philosophies and unique products. As of March 31, 2026, we had approximately 111,000 active associates and preferred customer positions held by individuals that purchased our products and/or paid associate fees during the last twelve months. At the time of purchase, a customer may choose to sign up as a “preferred customer” to receive the same pricing on our products as our associates and to receive emails about our products and promotions. Preferred customers do not participate in the Company’s compensation plan.

Current wording

We sell our products principally through network marketing distribution channels via our active associates (“independent associate” or “associates” or “distributors”) and to our “preferred customers,” which we believe is the most cost-effective way to introduce our products and communicate information about our business to the global marketplace quickly and effectively. Network marketing minimizes upfront costs, as compared to conventional marketing methods, and allows us to be more responsive to the ever-changing overall market conditions, as well as continue to research and develop high quality products and focus on controlled successful international expansion. We believe the network marketing channel also allows us to effectively communicate the potential benefits and unique properties of our proprietary products to our consumers. In addition, network marketing provides our associates with an avenue to supplement their income by building their own business centered on our business philosophies and unique products. As of June 30, 2026, we had approximately 116,000 active associates and preferred customer positions held by individuals that purchased our products and/or paid associate fees during the last twelve months. At the time of purchase, a customer may choose to sign up as a “preferred customer” to receive the same pricing on our products as our associates and to receive emails about our products and promotions. Preferred customers do not participate in the Company’s compensation plan.

Previous wording

Our common stock trades on The Nasdaq Capital Markets (“Nasdaq”) under the symbol “MTEX.” As disclosed in our Annual Report on Form 10‑K filed on April 15, 2026, we are subject to certain Nasdaq listing requirements, including minimum stockholders’ equity requirements. On April 20, 2026, we received written notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies on the Nasdaq Capital Market to maintain minimum stockholder's equity of $2,500,000. The notice does not result in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market. Pursuant to Nasdaq rules, we have been provided a period of time to submit a plan to regain compliance. There can be no assurance that Nasdaq will accept our compliance plan or that we will be able to regain compliance within the applicable time period. Management is evaluating available options to address the stockholders’ equity deficiency, which may include actions to improve operating results, capital‑raising transactions, or other strategic alternatives.

Current wording

Our common stock trades on the Nasdaq Capital Markets (“Nasdaq”) under the symbol “MTEX.” As disclosed in our Annual Report on Form 10‑K filed on April 15, 2026, we are subject to certain Nasdaq listing requirements, including minimum stockholders’ equity requirements. On April 20, 2026, we received written notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”), which requires listed companies on the Nasdaq Capital Market to maintain minimum stockholder's equity of $2,500,000. This notice does not result in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market. Pursuant to Nasdaq rules, we have been provided a period of time to submit a plan to regain compliance. On June 4, 2026, the Company submitted its plan to regain compliance with the Rule to Nasdaq. The Company requested the full 180-calendar day extension to evidence compliance. The extension, if granted, would go through October 17, 2026. Nasdaq acknowledged timely receipt of the plan on June 5, 2026. On June 30, 2026, additional information was requested including monthly balance sheet and income statement projections for the next 12 months along with an explanation of all assumptions. The information was due on or before July 14, 2026. On July 14, 2026, the Company provided the requested information and receipt of the additional information was confirmed on July 21, 2026. Management continues to evaluate available options to address the stockholders’ equity deficiency, which may include actions to improve operating results, capital‑raising transactions, or other strategic alternatives.

Previous wording

Consolidated net sales for the three months ended March 31, 2026 was $24.9 million, as compared to $26.6 million for the three months ended March 31, 2025, a decrease of $1.6 million, or 6.2%. The decline in revenues was principally due to slowing demand in certain regions we operate within.

Current wording

Consolidated net sales for the three months ended June 30, 2026 was $26.7 million, as compared to $25.7 million for the three months ended June 30, 2025, an increase of $1.0 million, or 3.8%. Consolidated net sales for the six months ended June 30, 2026 was $51.6 million, as compared to $52.2 million for the six months ended June 30, 2025 , a decrease of $0.7 million, or 1.3%. The decline in revenues in the second quarter was principally due to slowing demand in certain regions we operate within.

Previous wording

Net realized and unrealized foreign currency gains for the three months ended March 31, 2026 was $1.4 million. For the three months ended March 31, 2025 foreign currency loss was $0.4 million.

Current wording

Net realized and unrealized foreign currency gains for the three and six months ended June 30, 2026 was $0.3 million and $1.7 million, respectively. For the three and six months ended June 30, 2025 net realized and unrealized foreign currency loss was $2.7 million and $3.2 million, respectively.

Previous wording

Net income was $1.0 million for the three months ended March 31, 2026, or $0.49 per diluted share, as compared to a net loss of $1.5 million, or $0.80 per diluted share for the three months ended March 31, 2025.

Current wording

Net income was $1.0 million for the three months ended June 30, 2026, or $0.53 per diluted share, as compared to a net loss of $4.3 million, or $2.27 per diluted share for the three months ended June 30, 2025.