Form 8-K
8-K — MANNATECH INC
Accession: 0001437749-26-029403
Filed: 2026-09-01
Period: 2026-08-26
CIK: 0001056358
SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
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8-K — mtex20260827_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ex_1010181.htm)
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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): August 26, 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 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.
Item 9.01 Financial Statements and Exhibits
Exhibit Number
Description
99.1*
Press Release, dated September 1, 2026, titled ''Mannatech Announces Retirement of J. Stanley Fredrick from the Board and Appointment of Robert Toth as Chairman of the Board''
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Furnished herewith.
SIGNATURES
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: September 1, 2026
MANNATECH, INCORPORATED
By:
/s/ Landen Fredrick
Landen Fredrick
Chief Executive Officer
EX-99.1 — EXHIBIT 99.1
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Exhibit 99.1
Mannatech Announces Retirement of J. Stanley Fredrick from the Board and Appointment of Robert Toth as Chairman of the Board
FLOWER MOUND, Texas--(BUSINESS WIRE)—September 1, 2026-- Mannatech, Incorporated (NASDAQ: MTEX) announced the retirement of J. Stanley Fredrick from the Board of Directors (the “Board”) of Mannatech, Incorporated (the “Company”) and the appointment of Robert Toth to serve as Chairman of the Board effective September 1, 2026.
Mr. Fredrick has served the Company with distinction as a Class II director since September 2001, as lead director from 2003-2009, and as the Chairman of the Board since 2009. Commenting on Mr. Fredrick’s retirement, Landen Fredrick, the Company’s President and CEO and son of J. Stanley Fredrick, stated “Stan has been much more than Chairman of our Board. He has been a mentor, counselor and steadfast advocate for Mannatech and the people who make this company special. His leadership has always been grounded in experience, integrity and a genuine desire to see others succeed. We are deeply grateful for more than a quarter century of service and for the lasting legacy he leaves with Mannatech.”
Fellow Board member, Tyler J. Rameson added “Serving with Stan has been both an honor and an education. He has an exceptional ability to look beyond the immediate issue and focus on what is best for the Company over the long term. His steady presence around the boardroom table will be greatly missed. Mannatech is a stronger company because of his leadership and service.”
Commenting on Mr. Toth’s appointment, J. Stanley Fredrick stated, “Leadership transitions are important moments in the life of a company, and I believe Bob is the right person to lead Mannatech’s Board into its next chapter. I have seen firsthand the wisdom, perspective and global experience he brings to the boardroom. More importantly, I know the commitment he has to the business model, to Mannatech and its future. I am proud to pass the Chairmanship to someone I respect and trust as much as Bob.”
Mr. Toth initially joined the Company’s Board in 2008 serving through 2023 as a Class III director and chaired the 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. He rejoined the Board on December 1, 2024 as Vice Chairman. Mr. Toth has more than 40 years of direct selling experience. As President of Avon International from 2004 to 2005, his operations included over 120 countries with annual revenues exceeding $5.5 billion.
“I am honored by the Board’s confidence in appointing me to succeed Stan as Chairman,” stated Toth. “I have tremendous respect for him and his leadership over the years. As directors, our responsibility is to provide strong governance, thoughtful oversight and a long-term perspective as we work with management to strengthen the Company and create value for our shareholders. I look forward to working with Landen and the entire Board to ensure Mannatech remains focused on disciplined execution, strategic growth and building a stronger company for the future.”
Commenting on Bob’s appointment, Landen Fredrick noted, “Bob understands both where Mannatech has been and, more importantly, the opportunities that lie ahead. His extensive global leadership experience, deep understanding of the direct selling industry and longstanding relationship with Mannatech make him exceptionally well suited to lead our Board. I am excited to work alongside him as we continue to strengthen the Company, pursue new opportunities and position Mannatech for long-term growth.”
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 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.
View source version on businesswire.com:
Erin K. Barta
General Counsel and Corporate Secretary
214.724.3378
ir@mannatech.com
www.mannatech.com
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