Mannatech CFO amends Form 4: 10,000 options, three-year vesting

Rhea-AI Filing Summary

James Clavijo, Chief Financial Officer and director of Mannatech Inc. (MTEX), filed an amended Form 4 to report a grant of 10,000 stock options on 06/03/2025. The options carry an exercise price of $10.60 and an expiration date of 06/03/2035. The amendment corrects the vesting schedule: one-third vests on each anniversary of the grant over three years, with all options vesting immediately upon a change in control. After the reported transaction, Mr. Clavijo directly beneficially owns 14,500 shares. The amendment was filed because the original Form 4 misstated the vesting schedule.

Positive

• Grant aligns executive incentives through a multi-year vesting schedule
• Accelerated vesting on change in control protects the executive and can aid retention during M&A activity
• Amendment corrects disclosure, demonstrating compliance with SEC reporting requirements

Negative

• Potential dilution if 10,000 options are exercised into common stock
• Initial filing error required an amendment, indicating a disclosure mistake

Insights

Financial Analyst

TL;DR: Insider option grant of 10,000 options at $10.60 with standard three-year vesting; materiality is limited to compensation and potential dilution.

The grant is a routine executive equity award intended to align management incentives with shareholder value. The three-year, one-third-per-year vesting is common for retention. The exercise price of $10.60 establishes the strike level for potential future dilution only if options are exercised. The post-transaction direct ownership of 14,500 shares provides modest insider alignment but does not represent a controlling stake.

Corporate Governance Expert

TL;DR: Amendment corrects vesting disclosure; the change suggests a clerical error rather than a substantive change to compensation terms.

Filing an amended Form 4 to fix the vesting schedule is an important compliance step. The clarified vesting — one-third annually with accelerated vesting on change in control — is a standard executive protection feature. The need for an amendment indicates the company is correcting prior disclosure, which is preferable to leaving inconsistent records, but it also highlights the importance of accurate insider reporting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Clavijo James

(Last) (First) (Middle)

1410 LAKESIDE PKWY SUITE 200

(Street)

FLOWER MOUND TX 75028

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MANNATECH INC [ MTEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/05/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Right to Purchase Common Stock	$10.6	06/03/2025		A		10,000		(1)	06/03/2035	Common Stock, par value $0.0001 per share	10,000	$0	14,500	D

Explanation of Responses:

1. The Form 4 that was filed on 6/5/2025 was filed with the incorrect vesting schedule. The correct vesting schedule is one-third of the stock options vest on the first anniversary of the date of grant, another one-third of the stock options vest on the second anniversary of the date of grant and the remaining one-third of the stock options vest on the third anniversary of the date of grant.

Remarks:

Options will vest immediately in the event of a change in control.

	Yasir Haider, Controller, by Power of Attorney	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did MTEX insider James Clavijo report on the amended Form 4?

The amended Form 4 reports a grant of 10,000 stock options to James Clavijo, CFO and director, with an exercise price of $10.60 dated 06/03/2025.

What is the vesting schedule for the 10,000 options reported by MTEX?

The corrected vesting schedule is one-third on each anniversary of the grant over three years, with immediate vesting upon a change in control.

How many shares does James Clavijo beneficially own after the transaction?

Following the reported transaction, Mr. Clavijo directly beneficially owns 14,500 shares.

What is the expiration date and strike price of the options?

The options have an exercise price of $10.60 and an expiration date of 06/03/2035.

Why was an amendment filed for this Form 4?

The amendment states the original Form 4 was filed with an incorrect vesting schedule; the amendment corrects the vesting terms.