Mannatech, Incorporated

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On August 26, 2026, Mr. J. Stanley Fredrick notified the Board of Directors of Mannatech, Incorporated (the “Company”) of his intent to retire from the Board and his role as Chairman of the Board effective September 1, 2026. Mr. Fredrick’s decision to retire was for personal reasons and was not the result of any disagreement with the Company. Additionally, in accordance with the Fifth Amended and Restated Bylaws of the Company, the Board appointed Robert Toth, current Vice Chairman of the Board and Class III director, to serve as Chairman of the Board effective September 1, 2026. Mr. Toth was appointed to the Board as a non-employee member of the Board and Vice Chairman effective December 1, 2024. He previously served on the Company’s Board between March 2008 through May 31, 2023. He previously served as the chair of the Board’s Compensation and Stock Option Plan Committee, served on the Audit Committee, the Nominating/Governance and Compliance Committee, the Science and Marketing Committee, and from August 2014 to March 2019, Vice Chairman of Mannatech’s Board. As a non-employee director, Mr. Toth will receive the compensation offered to all directors for their services on the Board. During his first year as chairman, he will also receive additional annual compensation of $50,000 and an equity component with a value of $50,000. The grant date of that equity award will be deferred until sufficient shares become available under the Company's current incentive plan following shareholder approval of an increase in the number of shares reserved for issuance or shareholder approval of a new plan. In his second and third year as chairman, he will receive the compensation offered to all directors as well as an additional $100,000 fee for serving as chairman. Additionally, as consideration for Mr. Fredrick assisting the Company during the transition of the chairman role to Mr. Toth, the Board agreed to continue Mr. Fredrick’s director retainer through December 31, 2026. There is no arrangement or understanding between Mr. Toth and any other person pursuant to which he was selected to serve as Chairman of the Board. In addition, there are no transactions in which Mr. Toth has an interest which require disclosure under Item 404(a) of Regulation S-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.