Mannatech (NASDAQ: MTEX) delays 2025 10-K to review possible going concern

Rhea-AI Filing Summary

Mannatech, Incorporated disclosed that it filed a Form 12b-25 to delay its Annual Report on Form 10-K for the year ended December 31, 2025. The company said it could not complete the filing within the normal deadline without unreasonable effort or expense.

Its independent auditor has discussed with management the possibility of a going concern issue, and management needs more time to assess the repercussions and any necessary remediation, including consulting third-party tax advisors and reviewing a cost-reduction plan. Mannatech currently expects to file the 2025 Form 10-K within the 15-day extension period allowed under Rule 12b-25 and targets filing by April 15, 2026.

Insights

Accounting & disclosure analyst

Late 10-K tied to potential going concern assessment is a clear negative signal.

Mannatech has used Form 12b-25 to delay its 2025 Form 10-K, citing that completing the report on time would require unreasonable effort or expense. This is more serious than routine administrative delays because it is explicitly linked to the auditor raising a possible going concern issue.

Management is evaluating repercussions and remediation, including input from tax advisors and a cost-reduction plan, before finalizing the financial statements. While the company expects to file within the 15-day extension, the combination of a late filing and potential going concern discussion points to financial strain and heightens uncertainty until the full 10-K is available.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Original 10-K due date: March 31, 2026 Extension period: 15 additional calendar days Expected filing date: April 15, 2026 +1 more

4 metrics

Original 10-K due date March 31, 2026 Due date for Mannatech’s 2025 Form 10-K

Extension period 15 additional calendar days Automatic extension granted by Form 12b-25

Expected filing date April 15, 2026 Target date to file the 2025 Form 10-K

Form referenced Form 12b-25 Notification of Late Filing used for the 2025 Form 10-K

Key Terms

Form 12b-25, going concern issue, Annual Report on Form 10-K, cost-reduction plan, +1 more

5 terms

Form 12b-25 regulatory

"announced today that it has filed a Form 12b-25, Notification of Late Filing"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

going concern issue financial

"the possibility of a going concern issue, management needs more time to assess"

Annual Report on Form 10-K regulatory

"relating to the Company’s Annual Report on Form 10-K for the fiscal year"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

cost-reduction plan financial

"That assessment includes discussions with third-party tax advisors and review of a cost-reduction plan."

forward-looking statements regulatory

"This release contains “forward-looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

false 0001056358 0001056358 2026-04-01 2026-04-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 1, 2026

MANNATECH, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Texas	000-24657	75-2508900
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1410 Lakeside Parkway, Suite 200

Flower Mound, Texas 75028

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (972) 471-7400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	MTEX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

☐ Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events; Filing of Form 12b-25 (Notification of Late Filing) for Form 10-K

On April 1, 2026, Mannatech, Incorporated (the “Company”) filed a Notification of Late Filing on Form 12b-25 (the “Form 12b-25”) with the Securities and Exchange Commission (the “SEC”) relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”).

The Company was unable to file the Form 10-K within the prescribed time period without unreasonable effort or expense. As disclosed in the Form 12b-25, because our independent auditor discussed with us the possibility of a going concern issue, management needs more time to assess the repercussions and any necessary remediation efforts.  That assessment includes discussions with third-party tax advisors and review of a cost-reduction plan.

The Company currently expects to file the Form 10-K within the fifteen-day extension period provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1*	Press Release, dated April 1, 2026, titled Mannatech Announces Notification of Late Filing
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026

MANNATECH, INCORPORATED
By:	/s/ Landen Fredrick
	Landen Fredrick
	Chief Executive Officer

Exhibit 99.1

Mannatech Announces Notification of Late Filing

FLOWER MOUND, Texas – April 1, 2026 - Mannatech, Incorporated (NASDAQ: MTEX), (“Mannatech” or “the Company”) announced today that it has filed a Form 12b-25, Notification of Late Filing, with the U.S. Securities and Exchange Commission with regard to its annual report on Form 10-K (the “2025 Form 10-K”) for the fiscal year ended December 31, 2025. Form 12b-25 allows the Company an automatic extension of 15 additional calendar days to file the 2025 Form 10-K, which is due on March 31, 2026.

The Company expects to file the 2025 Form 10-K as soon as practicable by April 15, 2026, in accordance with Rule 12b-25. The 12b-25 filing is available on the Company’s website under ir.Mannatech.com.

About Mannatech:

Mannatech is a leading global health and wellness company committed to empowering everyone to live their best life through cutting-edge, science-backed nutritional products, patented technology, and a rewarding business opportunity. With operations in more than 25 markets†, Mannatech helps people to live healthier, more fulfilling lives while making a positive social impact in the world. Individuals interested in Mannatech's products or in exploring its business opportunity can learn more at Mannatech.com.

†Mannatech operates in China under a cross-border e-commerce platform that is separate from its network marketing model.

Please Note: This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as “may,” “will,” “should,” "hope," “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “projects,” “potential,” and “continues” or other similar words or the negative of such terminology. Similarly, descriptions of Mannatech’s objectives, strategies, plans, goals, or targets contained herein are also considered forward-looking statements. Mannatech believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, the impact of COVID-19 on Mannatech's business, Mannatech’s inability to attract and retain associates and members, increases in competition, litigation, regulatory changes, and its planned growth into new international markets. Although Mannatech believes that the expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

Contact Information:

Erin K. Barta

General Counsel and Corporate Secretary

972.471.6512 or ir@mannatech.com

www.mannatech.com

FAQ

Why did Mannatech (MTEX) delay filing its 2025 Form 10-K?

Mannatech delayed its 2025 Form 10-K because completing the report by the original deadline would have required unreasonable effort or expense. Management needs additional time to evaluate repercussions of a possible going concern issue and review remediation steps, including a cost-reduction plan and tax advisor input.

What is the going concern issue mentioned by Mannatech (MTEX)?

Mannatech’s independent auditor discussed with management the possibility of a going concern issue. This means they are evaluating whether conditions raise doubt about continuing operations for the foreseeable future, prompting management to assess repercussions and potential remediation before finalizing the annual financial statements.

When does Mannatech expect to file its delayed 2025 Form 10-K?

Mannatech used Form 12b-25 to obtain an automatic 15-day extension from the March 31, 2026 due date. The company states it expects to file the 2025 Form 10-K as soon as practicable by April 15, 2026, in line with the Rule 12b-25 extension period.

What is Form 12b-25 and how is Mannatech (MTEX) using it?

Form 12b-25 is a Notification of Late Filing that grants extra time to submit periodic reports. Mannatech filed this form for its 2025 Form 10-K, securing a 15-day extension to complete the annual report while it evaluates auditor-raised going concern questions and considers remediation efforts.

What remediation steps is Mannatech considering related to the going concern discussion?

Mannatech indicates management is assessing repercussions of the possible going concern issue and any necessary remediation. This assessment includes discussions with third-party tax advisors and review of a cost-reduction plan, which will inform how the company addresses the concerns before finalizing its annual report.

Where can investors find Mannatech’s 12b-25 filing and late-filing announcement?

Mannatech states its Form 12b-25 filing related to the 2025 Form 10-K is available on the company’s investor relations website at ir.Mannatech.com. The company also issued a press release titled “Mannatech Announces Notification of Late Filing” describing the delay and expected filing timeline.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 7.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB