Mannatech (MTEX) Amends Form 4 — 20,000 Options, Change-in-Control Acceleration

Rhea-AI Filing Summary

Mannatech Inc. (MTEX) reporting person Fredrick Landen Granvel, President and CEO, amended a Form 4 to correct the vesting schedule for a stock option grant dated 06/03/2025. The amendment states the options (20,000 shares underlying) have a three-year vesting schedule: one-third on each anniversary of the grant, with immediate vesting upon a change in control. The options have a $10.60 exercise price and expire 06/03/2035. The report also shows a sale of 3,975 shares of common stock and a total beneficial ownership of 44,000 shares following the transactions. The amendment corrects an earlier filing that contained an incorrect vesting schedule.

Positive

• Clarified vesting schedule improves transparency by specifying one-third vesting each anniversary over three years.
• Change-in-control acceleration provides clear terms that protect executive interests and are disclosed to investors.
• Option grant details are explicit: 20,000 options at a $10.60 exercise price expiring 06/03/2035.

Negative

• Insider sale of 3,975 shares reduces the reporting person's direct holdings.
• Original Form 4 contained incorrect vesting information, requiring an amendment which may raise minor disclosure control questions.

Insights

Financial Analyst

TL;DR: CEO amended Form 4 fixing option vesting; 20,000 options granted at $10.60 with standard three-year vesting and change-in-control acceleration.

The amendment clarifies the vesting cadence for a material option grant rather than altering economics: 20,000 options exercisable through 2035 at $10.60 and vesting in three equal annual tranches. Such a schedule aligns management incentives with multi-year performance while the change-in-control acceleration provides common protection for executives. A contemporaneous sale of 3,975 shares reduces direct holdings but does not materially change total reported beneficial ownership of 44,000 shares.

Corporate Governance Expert

TL;DR: Amendment corrects disclosure; vesting terms and change-in-control clause are explicit, improving transparency for investors.

Filing an amendment to correct vesting details improves disclosure quality and reduces ambiguity about executive compensation timing. The three-year cliff/annual tranche approach and explicit acceleration on change in control are common governance features. The record shows standard Section 16 reporting practices with a POA signature, and the corrected schedule helps investors assess potential dilution timing from option exercises.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Fredrick Landen Granvel

(Last) (First) (Middle)

1410 LAKESIDE PARKWAY

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)
	President and CEO

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
Common Stock Par Value $0.0001 Per Share								3,975	D

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		20,000		(1)	06/03/2035	Common Stock, par value $0.0001 per share	20,000	$0	44,000	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 changes were made in the Form 4/A for Mannatech (MTEX)?

The Form 4/A corrects the vesting schedule for a 20,000-option grant to one-third vesting on each of the first three anniversaries of the 06/03/2025 grant date.

How many options and at what price were granted to the reporting person?

The report shows 20,000 options with an exercise price of $10.60 per share, expiring on 06/03/2035.

Did the reporting person buy or sell shares?

The filing shows a disposition of 3,975 shares of common stock on 06/03/2025.

What is the reporting person's total beneficial ownership after the transactions?

The Form 4/A reports 44,000 shares beneficially owned following the reported transactions.

Does the option vest immediately in any circumstance?

Yes. The remarks state that options will vest immediately in the event of a change in control.