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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-34483

NATURE’S SUNSHINE PRODUCTS, INC.

(Exact name of Registrant as specified in its charter)


Utah						87-0327982
(State or other jurisdiction of						(IRS Employer
incorporation or organization)						Identification No.)

2901 Bluegrass Boulevard, Suite 100

Lehi, Utah 84043

(Address of principal executive offices and zip code)

(801) 341-7900

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	NATR	Nasdaq Capital Market

Indicate by check mark whether the registrant; (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and an “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o						Accelerated filer ☒

Non-accelerated filer o						Smaller reporting company ☒

						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. o

Table of Contents

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý.

The number of shares of Common Stock, no par value, outstanding on October 24, 2025, was 17,495,563 shares.

Table of Contents

NATURE’S SUNSHINE PRODUCTS, INC.

FORM 10-Q

For the Quarter Ended September 30, 2025

Table of Contents


Part I. Financial Information			4

	Item 1.	Financial Statements (Unaudited)	4

		Condensed Consolidated Balance Sheets	4
		Condensed Consolidated Statements of Income	5
		Condensed Consolidated Statements of Comprehensive Incom e	7
		Condensed Consolidated Statement s of Changes in Shareholders’ Equity	8
		Condensed Consolidated Statements of Cash Flows	10
		Notes to Condensed Consolidated Financial Statements	11

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

	Item 4.	Controls and Procedures	31

Part II. Other Information			32

	Item 1.	Legal Proceedings	32

	Item 1A.	Risk Factors	32

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

	Item 3.	Defaults Upon Senior Securities	33

	Item 4.	Mine Safety Disclosures	33

	Item 5.	Other Information	33

	Item 6.	Exhibits	34

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included or incorporated herein by reference in this report may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to our objectives, plans, strategies and financial results, including expected improvement in gross profit and gross margin. All statements (other than statements of historical fact) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate. For example, information appearing under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are more fully described in this report, including the risks set forth under “Risk Factors” in Item 1A, and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, but include the following:

•extensive government regulations to which the Company’s products, business practices and manufacturing activities are subject, including, but not limited to, trade restrictions and export controls;

•registration of products for sale in foreign markets, or difficulty or increased cost of importing products into foreign markets;

•legal challenges to the Company’s direct selling program or to the classification of its independent consultants;

•laws and regulations regarding direct selling may prohibit or restrict our ability to sell our products in some markets or require us to make changes to our business model in some markets;

•liabilities and obligations arising from improper activity by the Company’s independent consultants;

•product liability claims;

•impact of anti-bribery laws, including the U.S. Foreign Corrupt Practices Act;

•the Company’s ability to attract and retain independent consultants;

•the loss of one or more key independent consultants who have a significant sales network;

•the effect of fluctuating foreign exchange rates;

•failure of the Company’s independent consultants to comply with advertising laws;

•changes to the Company’s independent consultants' compensation plans;

•geopolitical issues and conflicts, including changes to U.S. trade policy resulting in new or additional tariffs;

•negative consequences resulting from difficult economic conditions, including the availability of liquidity or the willingness of the Company’s customers to purchase products;

•risks associated with the manufacturing of the Company’s products;

•supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand;

•failure to timely and effectively obtain shipments of products from our suppliers and contract manufacturers and deliver products to our independent consultants and customers;

•world-wide slowdowns and delays related to supply chain, ingredient shortages and logistical challenges;

•uncertainties relating to the application of transfer pricing, duties, value-added taxes, and other tax regulations, and changes thereto;

•changes in tax laws, treaties or regulations, or their interpretation;

•failure to maintain an effective system of internal controls over financial reporting;

•cybersecurity threats and exposure to data loss;

•the storage, processing, and use of data, some of which contain personal information, are subject to complex and evolving privacy and data protection laws and regulations;

•reliance on information technology infrastructure; and

•the sufficiency of trademarks and other intellectual property rights.

All forward-looking statements speak only as of the date of this report and are expressly qualified in their entirety by the cautionary statements included in or incorporated by reference into this report. Except as is required by law, we expressly disclaim any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this report. Throughout this report, we refer to Nature’s Sunshine Products, Inc., together with our subsidiaries, as “we,” “us,” “our,” “our Company” or “the Company.”

Table of Contents

PART I FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)


	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	95,554	$	84,700
Accounts receivable, net of allowance for doubtful accounts of $66 and $97, respectively	15,114		9,477


Inventories	67,335		59,443
Prepaid expenses and other	8,081		6,959
Total current assets	186,084		160,579

Property, plant and equipment, net	33,972		39,585
Operating lease right-of-use assets	12,963		12,799
Restricted investment securities - trading	1,107		915

Deferred income tax assets	20,360		17,644
Other assets	10,319		9,333
Total assets	$	264,805	$	240,855

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	7,119	$	8,912
Accrued volume incentives and service fees	25,387		20,563
Accrued liabilities	31,407		25,399
Deferred revenue	7,536		2,774


Income taxes payable	7,599		4,117
Current portion of operating lease liabilities	4,601		3,927

Total current liabilities	83,649		65,692

Liability related to unrecognized tax benefits	444		628
Long-term portion of operating lease liabilities	9,687		10,277


Deferred compensation payable	1,107		915
Deferred income tax liabilities	1,075		1,007
Other liabilities	2,139		1,345
Total liabilities	98,101		79,864



Shareholders’ equity:
Common stock, no par value, 50,000 shares authorized, 17,560 and 18,483 shares issued and outstanding, respectively	103,553		114,577
Retained earnings	72,821		57,407
Noncontrolling interest	6,202		5,678
Accumulated other comprehensive loss	(15,872)		(16,671)
Total shareholders’ equity	166,704		160,991
Total liabilities and shareholders’ equity	$	264,805	$	240,855

See accompanying notes to condensed consolidated financial statements.

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NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share information)

(Unaudited)


Three Months Ended September 30,	2025		2024
Net sales	$	128,339	$	114,615
Cost of sales	34,290		32,856
Gross profit	94,049		81,759

Operating expenses:
Volume incentives	39,348		35,521
Selling, general and administrative	45,726		40,954
Operating income	8,975		5,284
Other income:
Interest and other income (loss), net	51		(13)
Interest expense	(26)		(26)
Foreign exchange gains, net	672		2,654
	697		2,615
Income before provision for income taxes	9,672		7,899
Provision for income taxes	4,137		3,253
Net income	5,535		4,646
Net income attributable to noncontrolling interests	201		299
Net income attributable to common shareholders	$	5,334	$	4,347

Basic and diluted net income per common share:




Basic earnings per share attributable to common shareholders	$	0.30	$	0.23




Diluted earnings per share attributable to common shareholders	$	0.30	$	0.23

Weighted average basic common shares outstanding	17,638		18,512
Weighted average diluted common shares outstanding	18,034		18,890

See accompanying notes to condensed consolidated financial statements.

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NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share information)

(Unaudited)


Nine Months Ended September 30,	2025		2024
Net sales	$	356,337	$	336,159
Cost of sales	98,392		96,535
Gross profit	257,945		239,624

Operating expenses:
Volume incentives	108,552		103,784
Selling, general and administrative	129,972		120,295
Operating income	19,421		15,545
Other income:
Interest and other income, net	524		462
Interest expense	(71)		(141)
Foreign exchange gains, net	4,451		1,111
	4,904		1,432
Income before provision for income taxes	24,325		16,977
Provision for income taxes	8,387		8,353
Net income	15,938		8,624
Net income attributable to noncontrolling interests	524		607
Net income attributable to common shareholders	$	15,414	$	8,017

Basic and diluted net income per common share:




Basic earnings per share attributable to common shareholders	$	0.85	$	0.43




Diluted earnings per share attributable to common shareholders	$	0.83	$	0.42

Weighted average basic common shares outstanding	18,174		18,661
Weighted average diluted common shares outstanding	18,563		19,115

See accompanying notes to condensed consolidated financial statements.

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NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

(Unaudited)


Three Months Ended September 30,	2025		2024
Net income	$	5,535	$	4,646
Foreign currency translation gain (loss) (net of tax)	(1,404)		1,639



Total comprehensive income	$	4,131	$	6,285


Nine Months Ended September 30,	2025		2024
Net income	$	15,938	$	8,624
Foreign currency translation gain (net of tax)	799		201


Total comprehensive income	$	16,737	$	8,825

See accompanying notes to condensed consolidated financial statements.

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NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amounts in thousands)

(Unaudited)


	Common Stock			Retained Earnings		Noncontrolling Interest		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balance at December 31, 2024	18,483	$	114,577	$	57,407	$	5,678	$	(16,671)	$	160,991
Share-based compensation expense	—	1,300		—		—		—		1,300
Shares issued from the exercise of stock options and vesting of restricted stock units, net of shares exchanged for withholding tax	29	(255)		—		—		—		(255)
Repurchase of common stock	(38)	(476)		—		—		—		(476)
Net income	—	—		4,747		137		—		4,884
Other comprehensive income	—	—		—		—		656		656
Balance at March 31, 2025	18,474	$	115,146	$	62,154	$	5,815	$	(16,015)	$	167,100
Share-based compensation expense	—	1,638		—		—		—		1,638
Shares issued from the exercise of stock options and vesting of restricted stock units, net of shares exchanged for withholding tax	134	(244)		—		—		—		(244)
Repurchase of common stock	(973)	(11,878)		—		—		—		(11,878)
Net income	—	—		5,333		186		—		5,519
Other comprehensive income	—	—		—		—		1,547		1,547
Balance at June 30, 2025	17,635	$	104,662	$	67,487	$	6,001	$	(14,468)	$	163,682
Share-based compensation expense	—	1,286		—		—		—		1,286
Shares issued from the exercise of stock options and vesting of restricted stock units, net of shares exchanged for withholding tax	43	(373)		—		—		—		(373)
Repurchase of common stock	(118)	(2,022)		—		—		—		(2,022)
Net income	—	—		5,334		201		—		5,535
Other comprehensive loss	—	—		—		—		(1,404)		(1,404)
Balance at September 30, 2025	17,560	$	103,553	$	72,821	$	6,202	$	(15,872)	$	166,704

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	Common Stock			Retained Earnings		Noncontrolling Interest		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balance at December 31, 2023	18,875	$	119,694	$	49,711	$	5,482	$	(15,347)	$	159,540
Share-based compensation expense	—	1,369		—		—		—		1,369
Shares issued from the exercise of stock options and vesting of restricted stock units, net of shares exchanged for withholding tax	16	(152)		—		—		—		(152)
Repurchase of common stock	(105)	(1,848)		—		—		—		(1,848)
Net income	—	—		2,321		169		—		2,490
Other comprehensive loss	—	—		—		—		(1,692)		(1,692)
Balance at March 31, 2024	18,786	$	119,063	$	52,032	$	5,651	$	(17,039)	$	159,707
Share-based compensation expense	—	1,261		—		—		—		1,261
Shares issued from the exercise of stock options and vesting of restricted stock units, net of shares exchanged for withholding tax	70	(434)		—		—		—		(434)
Repurchase of common stock	(348)	(5,876)		—		—		—		(5,876)
Net income	—	—		1,349		139		—		1,488
Other comprehensive income	—	—		—		—		254		254
Balance at June 30, 2024	18,508	$	114,014	$	53,381	$	5,790	$	(16,785)	$	156,400
Share-based compensation expense	—	950		—		—		—		950
Shares issued from the exercise of stock options and vesting of restricted stock units, net of shares exchanged for withholding tax	46	(307)		—		—		—		(307)
Repurchase of common stock	(56)	(711)		—		—		—		(711)
Net income	—	—		4,347		299		—		4,646
Other comprehensive income	—	—		—		—		1,639		1,639
Balance at September 30, 2024	18,498	$	113,946	$	57,728	$	6,089	$	(15,146)	$	162,617

See accompanying notes to condensed consolidated financial statements.

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NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


Nine Months Ended September 30,	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	15,938	$	8,624
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization	10,538		10,195
Non-cash lease expense	3,792		4,386
Share-based compensation expense	4,223		3,580
Loss on sale of property, plant and equipment	—		1,330
Deferred income taxes	(2,104)		26
Purchase of trading investment securities	(94)		(126)
Proceeds from sale of trading investment securities	14		95
Realized and unrealized gains on investments	(112)		(113)
Foreign exchange gains	(4,451)		(1,111)
Changes in assets and liabilities:
Accounts receivable	(5,254)		(2,563)
Inventories	(6,428)		4,392
Prepaid expenses and other current assets	(1,323)		(3,588)
Other assets	(465)		(444)
Accounts payable	(2,401)		838
Accrued volume incentives and service fees	4,165		(876)
Accrued liabilities	5,412		(7,759)
Deferred revenue	4,615		(46)
Lease liabilities	(3,883)		(4,492)
Income taxes payable	2,814		180
Liability related to unrecognized tax benefits	235		442
Deferred compensation payable	192		144
Net cash provided by operating activities	25,423		13,114
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(4,143)		(8,776)



Net cash used in investing activities	(4,143)		(8,776)
CASH FLOWS FROM FINANCING ACTIVITIES:


Proceeds from revolving credit facility	1,823		40,172
Principal payments of revolving credit facility	(1,823)		(40,172)



Payments related to tax withholding for net-share settled equity awards	(872)		(893)

Repurchase of common stock	(14,376)		(8,436)
Net cash used in financing activities	(15,248)		(9,329)
Effect of exchange rates on cash and cash equivalents	4,822		1,322
Net increase (decrease) in cash and cash equivalents	10,854		(3,669)
Cash and cash equivalents at the beginning of the period	84,700		82,373
Cash and cash equivalents at the end of the period	$	95,554	$	78,704
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds	$	7,699	$	9,782
Cash paid for interest	71		141

See accompanying notes to condensed consolidated financial statements.

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NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Basis of Presentation

We are a natural health and wellness company primarily engaged in the manufacture and sale of nutritional and personal care products. We are a Utah corporation with our principal place of business in Lehi, Utah, and sell our products directly to customers and to a sales force of independent consultants who use the products themselves or resell them to consumers.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation of our financial information as of September 30, 2025, and for the three- and nine-month periods ended September 30, 2025 and 2024. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2025.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities, in these financial statements and accompanying notes. Actual results could differ from these estimates and those differences could have a material effect on our financial position and results of operations.

The significant accounting estimates inherent in the preparation of our financial statements include estimates associated with our determination of liabilities related to independent consultant incentives, the determination of income tax assets and liabilities, certain other non-income tax and value-added tax contingencies and legal contingencies. In addition, significant estimates form the basis for allowances with respect to inventory valuations. Various assumptions and other factors enter into the determination of these significant estimates. The process of determining significant estimates takes into account historical experience and current and expected economic conditions.

Noncontrolling Interests

Noncontrolling interests changed as a result of the net income attributable to noncontrolling interests of $0.2 million and $0.5 million for the three and nine months ended September 30, 2025, respectively. Net income attributable to the noncontrolling interests was $0.3 million and $0.6 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025 and December 31, 2024, noncontrolling interests were $6.2 million and $5.7 million, respectively.

On June 27, 2025, Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun Pharma”), through one of its affiliates, sold 2,854,607 shares of the Company’s common stock and, as a result, Fosun Pharma ceased to own at least 5% of the outstanding shares of the Company’s common stock. Under the terms of the operating agreements for the shared joint ventures between the Company and Fosun Pharma, if Fosun Pharma, together with its affiliates, ceases to own at least 5% of the outstanding shares of the Company’s common stock, Fosun Pharma will sell to the Company, and the Company will purchase Fosun Pharma’s interests in the joint ventures.

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On June 30, 2025, the Company entered into share purchase agreements with Fosun Industrial Co., Ltd. (“Fosun Industrial” an affiliate of Fosun Pharma) to purchase Fosun Industrial’s interest in the Company's two joint ventures, Nature’s Sunshine Hong Kong Limited and Shanghai Nature’s Sunshine Health Products Co., Ltd., for cash consideration in the amount of $3.9 million and $3.1 million, respectively. The joint venture repurchases are subject to customary closing conditions, including making applicable regulatory submissions to the People’s Republic of China (“PRC”) State Administration for Market Regulation and submitting required applications to the PRC Ministry of Commerce. Upon completion of this purchase agreement, the Company will maintain sole ownership of the joint venture's limited liability companies.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU provides additional guidance on the improved reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. In addition, the amendments improve interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The amendments in this update were effective as of December 15, 2023. The adoption of this ASU did not have a significant impact on our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU provides additional guidance on the disclosure of income taxes on an annual basis and requires all public business entities to disclose specific categories in the rate reconciliation, provide additional information on reconciling items, additional information about income taxes paid and additional information about income tax expense from continuing operation. The amendments in this update are effective as of December 15, 2024. The adoption of this ASU did not have a significant impact on our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires disclosure, in the notes to financial statements, of specific information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The adoption of this ASU is not expected to have a significant impact on our consolidated financial statements.

(2) Inventories

The composition of inventories is as follows (dollar amounts in thousands):


	September 30, 2025		December 31, 2024
Raw materials	$	22,810	$	21,312
Work in progress	1,277		1,011
Finished goods	43,248		37,120
Total inventories	$	67,335	$	59,443

(3) Restricted Investment Securities - Trading

Our trading securities portfolio totaled $1.1 million at September 30, 2025, and $0.9 million at December 31, 2024, and generated gains of $0.1 million and $41,000 for the three months ended September 30, 2025 and 2024, respectively, and gains of $0.1 million and $0.1 million for the nine months ended September 30, 2025 and 2024, respectively.

(4) Revolving Credit Facility and Other Obligations

On July 11, 2017, we entered into a revolving credit agreement with Bank of America, N.A., with a borrowing limit of $25.0 million (the “Credit Agreement”). On June 23, 2022, the Credit Agreement was amended to extend the term to mature on July 1, 2027. On September 11, 2024, the Credit Agreement was amended to modify the calculation of interest. Interest under the amended Credit Agreement is the greater of SOFR Daily Floating Rate or the Index Floor, plus 1.50 percent (5.76 percent as of September 30, 2025), and an annual commitment fee of 0.25 percent on the unused portion of the commitment. At September 30, 2025 and December 31, 2024, there was no outstanding balance under the Credit Agreement.

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The Credit Agreement contains customary financial covenants, including financial covenants relating to our solvency and leverage. In addition, the Credit Agreement restricts certain capital expenditures, lease expenditures, other indebtedness, liens on assets, guarantees, loans and advances, dividends, mergers, consolidations and transfers of assets except as permitted in the Credit Agreement. The Credit Agreement is collateralized by our manufacturing facility, accounts receivable, inventories and other assets. As of September 30, 2025, we were in compliance with the debt covenants set forth in the Credit Agreement.

(5) Net Income Per Share

Basic net income per common share (“Basic EPS”), is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share.

Following is a reconciliation of the numerator and denominator of Basic EPS to the numerator and denominator of Diluted EPS for the three and nine months ended September 30, 2025 and 2024 (dollar and share amounts in thousands, except for per share information):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024



Net income attributable to common shareholders	$	5,334	$	4,347	$	15,414	$	8,017

Basic weighted average shares outstanding	17,638		18,512		18,174		18,661




Basic earnings per share attributable to common shareholders	$	0.30	$	0.23	$	0.85	$	0.43

Diluted shares outstanding:
Basic weighted-average shares outstanding	17,638		18,512		18,174		18,661
Stock-based awards	396		378		389		454
Diluted weighted-average shares outstanding	18,034		18,890		18,563		19,115




Diluted earnings per share attributable to common shareholders	$	0.30	$	0.23	$	0.83	$	0.42

Dilutive shares excluded from diluted-per-share amounts:
Share-based awards	710		754		710		754

Anti-dilutive shares excluded from diluted-per-share amounts:
Share-based awards	—		—		—		—

Potentially dilutive shares excluded from diluted-per-share amounts include performance-based restricted stock units, for which certain metrics have not been achieved. Potentially anti-dilutive shares excluded from diluted-per-share amounts include both non-qualified stock options and unearned performance-based options to purchase shares of common stock with exercise prices greater than the weighted-average share price during the period and shares that would be anti-dilutive to the computation of diluted net income per share for each of the periods presented.

(6) Capital Transactions

Dividends

The declaration of future dividends is subject to the discretion of our Board of Directors and will depend upon numerous factors, including earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by our Board of Directors.

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Share Repurchase Program

On March 10, 2021, we announced a $15.0 million common share repurchase program. On March 8, 2022, we announced an amendment to the share repurchase program allowing the repurchase of an additional $30.0 million in common shares. On May 6, 2025 we announced an amendment to the share repurchase program allowing the repurchase of an additional $25.0 million in common shares. The repurchases may be made from time to time as market conditions warrant and are subject to regulatory considerations. For the nine months ended September 30, 2025 and 2024, we repurchased 1,129,000 and 509,000 shares of our common stock for $14.4 million and $8.4 million including excise taxes, respectively. At September 30, 2025, the remaining balance available for repurchases under the program was $19.3 million.

Share-Based Compensation

Our Amended and Restated 2012 Stock Incentive Plan (“2012 Incentive Plan”) provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, performance awards, stock awards and other stock-based awards. The Compensation Committee of the Board of Directors has authority and discretion to determine the type of award, as well as the amount, terms and conditions of each award under the 2012 Incentive Plan, subject to the limitations of the 2012 Incentive Plan. A total of 5,000,000 shares of our common stock have been reserved for issuance under the 2012 Incentive Plan. The number of shares available for awards, as well as the terms of outstanding awards, are subject to adjustment as provided in the 2012 Incentive Plan for stock splits, stock dividends, recapitalizations and other similar events.

Stock Options

Our outstanding stock options include time-based stock options, which vest over differing periods of time ranging from the date of issuance to up to 48 months from the option grant date, and performance-based stock options, which have already vested upon achieving operating income margins of six, eight and ten percent as reported in four of five consecutive quarters over the term of the options.

Stock option activity for the nine-month period ended September 30, 2025, is as follows (amounts in thousands, except per share information):


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Grant Date Fair Value
Options outstanding at December 31, 2024	75	$	11.25	$	3.85
Granted	—	—		—
Forfeited or canceled	(25)	11.21		3.16
Exercised	(25)	9.05		3.46
Options outstanding at September 30, 2025	25	$	13.50	$	4.94

There was no share-based compensation expense for the three- and nine-month periods ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, there was no unrecognized share-based compensation expense related to the grants described above.

At September 30, 2025, the aggregate intrinsic value of outstanding and exercisable stock options to purchase 25,000 shares of common stock was $51,000. At December 31, 2024, the aggregate intrinsic value of outstanding and exercisable options to purchase 75,000 shares of common stock was $0.3 million.

For the nine months ended September 30, 2025, we issued 25,000 shares of common stock upon the exercise of stock options at an average exercise price of $9.05 per share. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2025, was $0.1 million. For the nine months ended September 30, 2025, we recognized $0.1 million of tax benefits from the exercise of stock options.

For the nine months ended September 30, 2024, no shares of common stock were issued upon the exercise of stock options.

As of September 30, 2025 and December 31, 2024, we did not have any unvested stock options outstanding.

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Restricted Stock Units

Our outstanding restricted stock units (“RSUs”), include time-based RSUs, which vest over differing periods of time ranging from 12 months to up to 36 months from the RSU grant date, as well as performance-based RSUs, which vest upon achieving targets relating to adjusted EBITDA growth, stock price levels and/or total shareholder return ("TSR"). RSUs granted to members of the Board of Directors contain a restriction period in which the shares are not issued until two years after vesting. At September 30, 2025 and December 31, 2024, there were 78,000 and 110,000 vested RSUs, respectively, granted to the Board of Directors with an accompanying restriction period.

Restricted stock unit activity for the nine-month period ended September 30, 2025, is as follows (amounts in thousands, except per share information):


	Number of Shares	Weighted Average Grant Date Fair Value
Restricted Stock Units outstanding at December 31, 2024	1,248	$	12.29
Granted	572	14.90
Forfeited	(154)	9.73
Issued	(270)	12.83
Restricted Stock Units outstanding at September 30, 2025	1,396	13.54

During the nine-month period ended September 30, 2025, we granted 572,000 RSUs under the 2012 Incentive Plan to the Board of Directors, executive officers and other employees, which were comprised of time-based RSUs, adjusted EBITDA and TSR performance-based RSUs. The time-based RSUs were issued with a weighted-average grant date fair value of $13.96 per share and vest in annual installments from the grant date over a one- to three-year period from the grant date. The adjusted EBITDA performance-based RSUs were issued with a weighted-average grant date fair value of $14.74 per share and vest upon achieving adjusted EBITDA targets and maintaining those targets over a four-quarter period from the grant date. The TSR performance-based RSUs were issued with a weighted-average grant date fair value of $17.44 per share and vest upon achieving TSR targets at both a two- and three-year measurement date from the grant date.

Share-based compensation expense related to time-based RSUs for the three-month periods ended September 30, 2025 and 2024, was approximately $0.9 million and $0.7 million, respectively. Share-based compensation expense related to time-based RSUs for the nine-month periods ended September 30, 2025 and 2024, was approximately $2.9 million and $2.6 million, respectively. As of September 30, 2025 and December 31, 2024, the unrecognized share-based compensation expense related to the grants described above, excluding incentive awards discussed below, was $3.4 million and $2.4 million, respectively. The remaining compensation expense is expected to be recognized over the weighted average period of approximately 0.7 years.

Share-based compensation expense related to performance-based RSUs for the three-month periods ended September 30, 2025 and 2024, was $0.4 million and $0.3 million, respectively. Share-based compensation expense related to performance-based RSUs for the nine-month periods ended September 30, 2025 and 2024, was $1.3 million and $0.9 million, respectively. Should we attain all the metrics related to performance-based RSU grants, we would recognize up to $7.2 million of potential share-based compensation expense. We currently expect to recognize an additional $3.5 million of that potential share-based compensation expense.

The number of shares issued upon vesting of RSUs granted pursuant to our share-based compensation plans is net of the minimum statutory withholding requirements that we pay on behalf of our employees, which was 70,000 and 63,000 shares for the nine-month periods ended September 30, 2025 and 2024, respectively. Although shares withheld are not issued, they are treated as common share repurchases for accounting purposes, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the repurchase program described above.

(7) Segment Information

We have four reportable business segments (Asia, Europe, North America and Latin America and Other) based primarily upon the geographic region where each segment operates, as well as the internal organization of our officers and their responsibilities. Each of the geographic segments operate under the Nature’s Sunshine Products and Synergy WorldWide® brands and sell similar products grouped into six principal categories: general health, immune, cardiovascular, digestive, personal care and weight management. The Latin America and Other segment includes our wholesale business in which we sell products to various locally-managed entities, independent of the Company, that we have granted distribution rights for the relevant market.

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The Company's chief operating decision maker ("CODM") is our chief executive officer. The CODM assesses the performance of each segment using operating income. The CODM reviews the performance of each segment using monthly internal reports which provide variance analysis of actual results by segment compared to budget, forecast and prior year. The CODM uses this information when making decisions about the allocation of operating resources to each segment. The CODM does not evaluate reportable segments using asset or liability information.

Reportable business segment information for the three and nine months ended September 30, 2025 and 2024, is as follows (dollar amounts in thousands):


Three Months Ended September 30, 2025	Asia		Europe		North America		Latin America and Other		Total
Net sales	$	64,725	$	22,107	$	36,224	$	5,283	$	128,339
Cost of sales	13,906		6,464		12,043		1,877
Volume incentives	21,524		8,726		7,383		1,715
Selling, general and administrative (1)	16,177		4,599		9,009		1,416
Segment operating income	$	13,118	$	2,318	$	7,789	$	275	$	23,500
Unallocated corporate selling, general and administrative expense									(14,525)
Operating income									8,975
Interest and other income, net									51
Interest expense									(26)
Foreign exchange gains, net									672
Income from operations before provision for income taxes									$	9,672


Three Months Ended September 30, 2024	Asia		Europe		North America		Latin America and Other		Total
Net sales	$	55,293	$	19,615	$	33,631	$	6,076	$	114,615
Cost of sales	13,357		6,698		10,818		1,983
Volume incentives	18,895		7,676		7,152		1,798
Selling, general and administrative (1)	12,689		4,535		8,218		1,604
Segment operating income	$	10,352	$	706	$	7,443	$	691	$	19,192
Unallocated corporate selling, general and administrative expense									(13,908)
Operating income									5,284
Interest and other loss, net									(13)
Interest expense									(26)
Foreign exchange gains, net									2,654
Income from operations before provision for income taxes									$	7,899

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Nine Months Ended September 30, 2025	Asia		Europe		North America		Latin America and Other		Total
Net sales	$	166,042	$	67,962	$	106,219	$	16,114	$	356,337
Cost of sales	36,538		20,000		35,817		6,037
Volume incentives	54,666		27,238		21,853		4,795
Selling, general and administrative (1)	43,085		14,498		26,627		4,259
Segment operating income	$	31,753	$	6,226	$	21,922	$	1,023	$	60,924
Unallocated corporate selling, general and administrative expense									(41,503)
Operating income									19,421
Interest and other income, net									524
Interest expense									(71)
Foreign exchange gains, net									4,451
Income from operations before provision for income taxes									$	24,325


Nine Months Ended September 30, 2024	Asia		Europe		North America		Latin America and Other		Total
Net sales	$	151,497	$	63,513	$	103,719	$	17,430	$	336,159
Cost of sales	35,905		21,231		33,416		5,983
Volume incentives	50,615		25,022		22,354		5,793
Selling, general and administrative (1)	39,415		13,945		24,387		4,855
Segment operating income	$	25,562	$	3,315	$	23,562	$	799	$	53,238
Unallocated corporate selling, general and administrative expense									(37,693)
Operating income									15,545
Interest and other income, net									462
Interest expense									(141)
Foreign exchange gains, net									1,111
Income from operations before provision for income taxes									$	16,977

_________________________________________

(1) Service fees in China totaled $4.6 million and $10.9 million for the three- and nine-month periods ended September 30, 2025, respectively, compared to $3.5 million and $10.4 million for the three- and nine-month periods ended September 30, 2024. These service fees are included in selling, general and administrative expenses.

The table below reflects sales based upon the sales location where they occurred. From an individual country/region perspective, the United States, Taiwan, Japan and South Korea comprise 10 percent or more of consolidated net sales for the three- and nine-month periods ended September 30, 2025 and 2024, as follows (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales:
United States	$	33,721	$	30,973	$	98,687	$	95,609
Taiwan	18,854		18,389		53,446		50,489
Japan	17,704		13,287		41,911		32,144
South Korea	15,199		13,894		38,516		38,964
Other	42,861		38,072		123,777		118,953
Total net sales	$	128,339	$	114,615	$	356,337	$	336,159

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Net sales generated by each product line for the three and nine months ended September 30, 2025 and 2024, are as follows (dollar amounts in thousands):


Three Months Ended September 30, 2025	Asia		Europe		North America		Latin America and Other		Total
General health	$	24,817	$	9,267	$	16,231	$	1,571	$	51,886
Immune	4,456		2,046		3,778		455		10,735
Cardiovascular	15,935		2,600		4,036		394		22,965
Digestive	13,657		5,788		9,411		2,514		31,370
Personal care	2,365		1,481		1,795		206		5,847
Weight management	3,495		925		973		143		5,536
Total net sales by segment	$	64,725	$	22,107	$	36,224	$	5,283	$	128,339


Three Months Ended September 30, 2024	Asia		Europe		North America		Latin America and Other		Total
General health	$	22,572	$	9,194	$	15,259	$	1,753	$	48,778
Immune	2,504		1,685		3,690		589		8,468
Cardiovascular	14,556		2,997		3,630		448		21,631
Digestive	10,905		3,675		8,583		2,846		26,009
Personal care	1,175		765		1,512		309		3,761
Weight management	3,581		1,299		957		131		5,968
Total net sales by segment	$	55,293	$	19,615	$	33,631	$	6,076	$	114,615


Nine Months Ended September 30, 2025	Asia		Europe		North America		Latin America and Other		Total
General health	$	63,470	$	29,370	$	47,535	$	4,811	$	145,186
Immune	11,311		6,474		11,887		1,424		31,096
Cardiovascular	42,468		7,804		11,449		1,217		62,938
Digestive	33,825		17,790		27,596		7,599		86,810
Personal care	5,671		4,427		4,907		695		15,700
Weight management	9,297		2,097		2,845		368		14,607
Total net sales by segment	$	166,042	$	67,962	$	106,219	$	16,114	$	356,337


Nine Months Ended September 30, 2024	Asia		Europe		North America		Latin America and Other		Total
General health	$	57,697	$	28,530	$	46,698	$	4,887	$	137,812
Immune	6,437		6,223		11,675		1,906		26,241
Cardiovascular	42,155		7,712		11,371		1,331		62,569
Digestive	27,201		15,535		26,306		8,083		77,125
Personal care	3,511		3,178		4,665		854		12,208
Weight management	14,496		2,335		3,004		369		20,204
Total net sales by segment	$	151,497	$	63,513	$	103,719	$	17,430	$	336,159

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Depreciation and amortization by reportable business segment for the three and nine months ended September 30, 2025 and 2024, are as follows (dollar amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Depreciation and amortization:
Asia	$	466	$	496	$	1,445	$	1,509
Europe	25		23		81		70
North America	3,036		3,005		8,977		8,581
Latin America and Other	12		12		35		35
Total depreciation and amortization	$	3,539	$	3,536	$	10,538	$	10,195

From an individual country perspective, only the United States has material balances of consolidated property, plant and equipment as follows (dollar amounts in thousands):


	September 30, 2025		December 31, 2024
Property, plant and equipment
United States	$	29,815	$	34,786
Other	4,157		4,799
Total property, plant and equipment	$	33,972	$	39,585

(8) Income Taxes

For the three months ended September 30, 2025 and 2024, our provision for income taxes, as a percentage of income before income taxes was 42.8 percent and 41.2 percent, respectively, compared with a U.S. federal statutory rate of 21.0 percent. For the nine months ended September 30, 2025 and 2024, our provision for income taxes, as a percentage of income before income taxes was 34.5 percent and 49.2 percent, respectively, compared with a U.S. federal statutory rate of 21.0 percent.

The difference between the effective tax rate and the U.S. federal statutory tax rate for the three and nine months ended September 30, 2025, was primarily attributed to operations in foreign countries which are treated as a branch for U.S. tax purposes, partially offset by foreign derived intangible income deduction.

The difference between the effective tax rate and the U.S. federal statutory tax rate for the three and nine months ended September 30, 2024, was primarily attributed to operations in foreign countries which are treated as a branch for US tax purposes and current year foreign losses that presently do not provide future tax benefit, partially offset by foreign tax credits.

The difference between the effective tax rate for the three months ended September 30, 2025, compared to September 30, 2024, was primarily caused by adjustments to deferred tax assets in the current period.

The difference between the effective tax rate for the nine months ended September 30, 2025, compared to September 30, 2024, was primarily caused by a decrease in foreign losses year over year that presently do not provide future tax benefit, favorable adjustments to valuation allowances recorded during 2025, and a year over year increase to income resulting in tax adjustments having a smaller rate impact in the current period compared to the prior period.

Our U.S. federal income tax returns for 2021 through 2023 are open to examination for federal tax purposes. We have several foreign tax jurisdictions with open tax years from 2019 through 2024.

As of September 30, 2025 and December 31, 2024, we had accrued $0.5 million and $0.6 million, respectively, related to unrecognized tax positions net of offsetting tax attributes.

Interim income taxes are based on an estimated annualized effective tax rate applied to the respective quarterly periods, adjusted for discrete tax items in the period in which they occur. Although we believe our tax estimates are reasonable, we can make no assurance that the final tax outcome of these matters will not be different from that which we have reflected in our historical income tax provisions and accruals. Such differences could have a material impact on our income tax provision and operating results in the period in which we make such a determination.

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(9) Commitments and Contingencies

Legal Proceedings

We are a party to various legal proceedings and disputes in the United States and foreign jurisdictions. As of September 30, 2025 and December 31, 2024, accrued liabilities were $0.7 million and $0.7 million, respectively, related to the estimated outcome of these proceedings. In addition, we are a party to other litigation where there is a reasonable possibility that a loss may be incurred, but either the losses are not considered to be probable or we cannot at this time estimate the loss, if any; therefore, no provision for losses has been provided. We believe future payments related to these matters could range from $0 to approximately $2.9 million.

Management cannot predict the ultimate outcome of these matters, individually or in the aggregate, or their resulting effect on our business, financial position, results of operations or cash flows as litigation and related matters are subject to inherent uncertainties, and unfavorable rulings could occur. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on our business, financial position, results of operations, or cash flows for the period in which the ruling occurs and/or future periods. We maintain product liability, general liability and excess liability insurance coverage. However, insurance may not continue to be available at an acceptable cost to us, such coverage may not be sufficient to cover one or more large claims, or the insurers may successfully disclaim coverage as to a pending or future claim.

Non-Income Tax Contingencies

We have reserved for certain state sales and use tax and foreign non-income tax contingencies based on the likelihood of an obligation in accordance with accounting guidance for probable loss contingencies. Loss contingency provisions are recorded for probable losses at management’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded. We provide provisions for potential payments of tax to various tax authorities for contingencies related to non-income tax matters, including value-added taxes and sales tax. We provide provisions for U.S. state sales taxes in each of the states where we have nexus. As of September 30, 2025 and December 31, 2024, accrued liabilities were $0.2 million and $0.2 million, respectively, related to non-income tax contingencies. While we believe that the assumptions and estimates used to determine contingent liabilities are reasonable, the ultimate outcome of these matters cannot presently be determined. We believe future payments related to these matters could range from $0 to approximately $2.9 million.

(10) Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values of each financial instrument. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table presents our hierarchy for our assets, measured at fair value on a recurring basis, as of September 30, 2025 (dollar amounts in thousands):


	Level 1		Level 2		Level 3
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total
Restricted investment securities - trading	$	1,107	$	—	$	—	$	1,107
Total assets measured at fair value on a recurring basis	$	1,107	$	—	$	—	$	1,107

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The following table presents our hierarchy for our assets, measured at fair value on a recurring basis, as of December 31, 2024 (dollar amounts in thousands):


	Level 1		Level 2		Level 3
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total


Restricted investment securities - trading	$	915	$	—	$	—	$	915
Total assets measured at fair value on a recurring basis	$	915	$	—	$	—	$	915

Restricted investment securities - trading — Our trading portfolio consists of various marketable securities that are valued using quoted prices in active markets.

For the nine months ended September 30, 2025 and for the year ended December 31, 2024, there were no fair value measurements using significant other observable inputs (Level 2) or significant unobservable inputs (Level 3).

The carrying amounts reflected on the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term nature. The carrying value of our debt approximates fair value due to its recent acquisition and short maturity. During the nine months ended September 30, 2025 and 2024, we did not have any re-measurements of non-financial assets at fair value on a nonrecurring basis subsequent to their initial recognition.

(11) Revenue Recognition

Revenue Recognition

Net sales include sales of products and shipping and handling charges, net of estimates for product returns and any related sales incentives or rebates based upon historical information and current trends. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products. All revenue is recognized when we satisfy our performance obligations under the contract. We recognize revenue by transferring the promised products to the customer, with revenue recognized at shipping point, the point in time the customer obtains control of the products. The majority of our contracts have a single performance obligation and are short term in nature. Contracts with multiple performance obligations are insignificant. Sales taxes and value-added taxes in the United States and foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. Amounts received for unshipped merchandise are recorded as deferred revenue. Amounts for membership fees are deferred and amortized as revenue over the life of the membership, primarily one year.

A reserve for product returns is recorded based upon historical experience and current trends. We allow independent consultants to return the unused portion of products within ninety days of purchase if they are not satisfied with the product. In some of our markets, the requirements to return products are more restrictive.

Amounts billed to customers for shipping and handling are reported as a component of net sales.

Volume incentives and other sales incentives or rebates are a significant part of our direct sales marketing program and represent commission payments made to independent consultants. These payments are designed to provide incentives for reaching higher sales levels. The amount of volume incentive expense recognized is determined based upon the amount of qualifying purchases in a given month and recorded as volume incentive expense. Payments to independent consultants for sales incentives or rebates related to their own purchases are recorded as a reduction of revenue. Some payments for sales incentives are processed daily; while others, including rebates, are calculated monthly based upon qualifying sales.

Disaggregation of Revenue

Our products are grouped into six principal categories: general health, immune, cardiovascular, digestive, personal care and weight management. We have four business segments that are based primarily upon the geographic region where each segment operates. Each of the geographic segments operate under the Nature’s Sunshine Products and Synergy WorldWide® brands. See Note 7, Segment Information, for further information on our reportable segments and presentation of disaggregated revenue by reportable segment and product category.

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Practical Expedients and Exemptions

We have made the accounting policy election to treat shipping and handling as a fulfillment activity rather than a promised service under Topic 606.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this report, as well as the consolidated financial statements, the notes thereto and management’s discussion and analysis included in our Annual Report on Form 10-K for the year ended December 31, 2024, and our other reports filed since the date of such Form 10-K.

OVERVIEW

Our independent consultants market and sell our products to customers and sponsor other independent consultants who also market our products to customers. Because a significant amount of revenue is generated through the sales of our independent consultants, our revenue can be impacted by the number and productivity of our independent consultants. We seek to motivate and provide incentives to our independent consultants by offering high quality products, product support, training seminars and financial incentives, among other considerations.

Third Quarter Performance

In the third quarter of 2025, we experienced an increase in our consolidated net sales of 12.0 percent (or 10.5 percent in local currencies) compared to the same period in 2024. Asia net sales increased approximately 17.1 percent (or 14.9 percent in local currencies) compared to the same period in 2024. Europe net sales increased approximately 12.7 percent (or 10.0 percent in local currencies) compared to the same period in 2024. North America net sales increased approximately 7.7 percent (or 7.8 percent in local currencies) compared to the same period in 2024. Latin America and Other net sales decreased approximately 13.1 percent (or 13.3 percent in local currencies) compared to the same period in 2024. The strengthening of the local currencies versus the U.S. dollar, primarily in our Asian and European markets, resulted in an approximate 1.5 percent, or $1.7 million, increase of our net sales during the quarter.

Cost of sales increased $1.4 million during the three months ended September 30, 2025, compared to the same period in 2024, and as a percentage of net sales were 26.7 percent and 28.7 percent for the three months ended September 30, 2025 and 2024, respectively. The decrease in cost of sales percentage is primarily due to cost savings initiatives, market mix and favorable foreign exchange.

In absolute terms, selling, general and administrative expenses increased $4.8 million during the three months ended September 30, 2025, compared to the same period in 2024, and as a percentage of net sales were 35.6 percent and 35.7 percent for the three months ended September 30, 2025 and 2024, respectively. The increase was primarily related to the timing of compensation costs, incremental investment in digital marketing and consultant events as well as other non-recurring expenses.

As an international business, we have significant sales and costs denominated in currencies other than the U.S. Dollar. We expect foreign markets with functional currencies other than the U.S. Dollar will continue to represent a substantial portion of our overall sales and related operating expenses. Accordingly, changes in foreign currency exchange rates could materially affect sales and costs or the comparability of sales and costs from period to period as a result of translating foreign markets' financial statements into our reporting currency.

Eastern Europe

On February 24, 2022, Russian forces launched significant military action against Ukraine. There continues to be sustained conflict and disruption in the region, which is expected to endure for the foreseeable future. Our consultants in the impacted regions, continue to operate their independent businesses, albeit at a reduced level than prior to the start of the conflict. We expect that this will continue to impact our business for the foreseeable future. We will continue monitoring the social, political, regulatory and economic environment in Ukraine and Russia and will consider further actions as appropriate.

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More broadly, there could be additional negative impacts to our net sales, earnings and cash flows should the situation escalate beyond its current scope, including, among other potential impacts, economic recessions in certain neighboring countries.

Net sales related to Eastern Europe for the three and nine months ended September 30, 2025 were $13.9 million and $43.2 million, respectively, compared to $12.2 million and $41.1 million for the same periods in 2024. Operating income related to Eastern Europe for the three and nine months ended September 30, 2025 was $1.3 million and $3.7 million, respectively, compared to $0.5 million and $2.8 million for the same periods in 2024. As of September 30, 2025, Eastern Europe had assets of $6.2 million net of working capital reserves related to inventories.

In addition, in November 2024 we began an internal investigation regarding our past compliance with relevant U.S. trade controls and made an initial voluntary self-disclosure of apparent trade controls violations to the U.S. Department of Commerce's Bureau of Industry and Security (“BIS”). In addition, in April 2025 we filed an initial voluntary self-disclosure with the Office of Foreign Asset Control (“OFAC”) relating to the same internal investigation. Following our internal investigation, we filed final voluntary self-disclosures with BIS and OFAC on September 5, 2025. We estimate that such potential violations represented less than one percent of our net revenue in each of our last three fiscal years. An unfavorable outcome of this investigation may include fines or penalties imposed in response to our voluntary disclosures. While we believe the amount of any fines or penalties would not be material to our financial condition and results of operation, we are unable to predict the outcome or to reasonably estimate the time it may take to resolve these matters.

China Joint Ventures

Tariffs

While we have not seen a material price increase as a result of tariffs and tariff speculation, we continue to monitor the additional pressure that tariff-related price increases may have. In addition, we are monitoring other effects of tariffs on our business, including the price, availability and quality of raw materials and other ingredients. While higher tariffs have begun affecting our costs in 2025, the full-year impact is not expected to be material.

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RESULTS OF OPERATIONS

The following table summarizes our unaudited consolidated operating results from continuing operations in U.S. dollars and as a percentage of net sales for the three months ended September 30, 2025 and 2024 (dollar amounts in thousands):


Three Months Ended September 30,	2025				2024				Change
	Total dollars		Percent of net sales		Total dollars		Percent of net sales		Total dollars		Percentage
Net sales	$	128,339	100.0	%	$	114,615	100.0	%	$	13,724	12.0	%
Cost of sales	34,290		26.7		32,856		28.7		1,434		4.4
Gross profit	94,049		73.3		81,759		71.3		12,290		15.0
Volume incentives	39,348		30.7		35,521		31.0		3,827		10.8
SG&A expenses	45,726		35.6		40,954		35.7		4,772		11.7
Operating income	8,975		7.0		5,284		4.6		3,691		69.9
Other income, net	697		0.5		2,615		2.3		(1,918)		(73.3)
Income before income taxes	9,672		7.5		7,899		6.9		1,773		22.4
Provision for income taxes	4,137		3.2		3,253		2.8		884		27.2
Net income	$	5,535	4.3	%	$	4,646	4.1	%	$	889	19.1	%

The following table summarizes our unaudited consolidated operating results from continuing operations in U.S. dollars and as a percentage of net sales for the nine months ended September 30, 2025 and 2024 (dollar amounts in thousands):


Nine Months Ended September 30,	2025				2024				Change
	Total dollars		Percent of net sales		Total dollars		Percent of net sales		Total dollars		Percentage
Net sales	$	356,337	100.0	%	$	336,159	100.0	%	$	20,178	6.0	%
Cost of sales	98,392		27.6		96,535		28.7		1,857		1.9
Gross profit	257,945		72.4		239,624		71.3		18,321		7.6
Volume incentives	108,552		30.5		103,784		30.9		4,768		4.6
SG&A expenses	129,972		36.5		120,295		35.8		9,677		8.0
Operating income	19,421		5.5		15,545		4.6		3,876		24.9
Other income, net	4,904		1.4		1,432		0.4		3,472		242.5
Income before income taxes	24,325		6.8		16,977		5.1		7,348		43.3
Provision for income taxes	8,387		2.4		8,353		2.5		34		0.4
Net income	$	15,938	4.5	%	$	8,624	2.6	%	$	7,314	84.8	%

Net Sales

International operations have provided, and are expected to continue to provide, a significant portion of our total net sales. As a result, total net sales will continue to be affected by fluctuations in the U.S. dollar against foreign currencies. In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, in addition to comparing the percent change in net sales from one period to another in U.S. dollars, we present net sales excluding the impact of foreign exchange fluctuations. We compare the percentage change in net sales from one period to another period by excluding the effects of foreign currency exchange as shown below. Net sales excluding the impact of foreign exchange fluctuations is not a U.S. GAAP financial measure and removes from net sales in U.S. dollars the impact of changes in exchange rates between the U.S. dollar and the functional currencies of our foreign subsidiaries, by translating the current period net sales into U.S. dollars using the same foreign currency exchange rates that were used to translate the net sales for the previous comparable period. We believe presenting the impact of foreign currency fluctuations is useful to investors because it allows a more meaningful comparison of net sales of our foreign operations from period to period. However, net sales excluding the impact of foreign currency fluctuations should not be considered in isolation or as an alternative to net sales in U.S. dollar measures that reflect current period exchange rates, or to other financial measures calculated and presented in accordance with U.S. GAAP. Throughout the last five years, foreign currency exchange rates have fluctuated significantly. See Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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The following table summarizes the changes in net sales by operating segment with a reconciliation to net sales excluding the impact of currency fluctuations for the three months ended September 30, 2025 and 2024 (dollar amounts in thousands):


Three Months Ended September 30,	2025		2024		Percent Change		Impact of Currency Exchange		Percent Change Excluding Impact of Currency
Asia	$	64,725	$	55,293	17.1	%	$	1,213	14.9	%
Europe	22,107		19,615		12.7		528		10.0
North America	36,224		33,631		7.7		(22)		7.8
Latin America and Other	5,283		6,076		(13.1)		14		(13.3)
	$	128,339	$	114,615	12.0	%	$	1,733	10.5	%

The following table summarizes the changes in net sales by operating segment with a reconciliation to net sales excluding the impact of currency fluctuations for the nine months ended September 30, 2025 and 2024 (dollar amounts in thousands):


Nine Months Ended September 30,	2025		2024		Percent Change		Impact of Currency Exchange		Percent Change Excluding Impact of Currency
Asia	$	166,042	$	151,497	9.6	%	$	522	9.3	%
Europe	67,962		63,513		7.0		921		5.6
North America	106,219		103,719		2.4		(213)		2.6
Latin America and Other	16,114		17,430		(7.6)		(441)		(5.0)
	$	356,337	$	336,159	6.0	%	$	789	5.8	%

Consolidated net sales for the three and nine months ended September 30, 2025, were $128.3 million and $356.3 million, respectively, compared to $114.6 million and $336.2 million for the same period in 2024, which represents an increase of 12.0 percent and 6.0 percent, respectively. The increase was primarily related to product sales increases in our Asia, Europe and North America operating segments. Excluding the impact of foreign currency exchange rate fluctuations, consolidated net sales for the three and nine months ended September 30, 2025 increased 10.5 percent and 5.8 percent, respectively, from the same periods in 2024.

Asia

Net sales related to Asia for the three and nine months ended September 30, 2025 were $64.7 million and $166.0 million, respectively, compared to $55.3 million and $151.5 million for the same periods in 2024, or increases of 17.1 percent and 9.6 percent, respectively. In local currency, net sales for the three and nine months ended September 30, 2025 increased 14.9 percent and 9.3 percent, respectively, compared to the same periods in 2024.

Notable activity in the following markets contributed to the results of Asia:

In our Taiwan market, net sales increased $0.5 million and $3.0 million, or 2.5 percent and 5.9 percent, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. In local currencies, net sales for the three and nine months ended September 30, 2025 decreased 4.8 percent and increased 3.0 percent, respectively, compared to the same periods in 2024. Net sales in local currency decreased for the three months ended September 30, 2025 primarily due to a reduction in total orders and average order value. The increase in net sales for the nine months ended September 30, 2025 was primarily the result of an increase in active consultants and total orders in the first quarter.

In our Japan market, net sales increased $4.4 million and $9.8 million, or 33.2 percent and 30.4 percent, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. In local currencies, net sales for the three and nine months ended September 30, 2025 increased 31.5 percent and 27.9 percent, respectively, compared to the same periods in 2024. The increase in net sales was primarily the result of strong field fundamentals and timing of event qualifications that drove greater customer acquisition and an increase in total orders and average order value.

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In our South Korea market, net sales increased $1.3 million and decreased $0.5 million, or increased 9.4 percent and decreased 1.1 percent, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. In local currency, net sales for the three and nine months ended September 30, 2025 increased 12.4 percent and 3.3 percent, respectively, compared to the same periods in 2024.The increase in net sales was primarily the result of event qualifications that drove greater average order value.

In our China market, net sales increased $3.0 million and $2.4 million, or 35.7 percent and 9.3 percent, for the three and nine months ended September 30, 2025, compared to the same periods in 2024. In local currencies, net sales for the three and nine months ended September 30, 2025 increased 35.8 percent and 9.8 percent, respectively, compared to the same periods in 2024. The increase in net sales was primarily the result of higher total orders driven by improved consultant engagement.

Europe

Net sales related to Europe for the three and nine months ended September 30, 2025 were $22.1 million and $68.0 million, respectively, compared to $19.6 million and $63.5 million for the same periods in 2024, or increases of 12.7 percent and 7.0 percent, respectively. In local currency, net sales for the three and nine months ended September 30, 2025 increased 10.0 percent and 5.6 percent, respectively, compared to the same periods in 2024. The functional currency for many of these markets is the U.S. Dollar which reduces the effect from foreign currency fluctuations. Fluctuations in foreign currency exchange rates had favorable impacts on net sales of $0.5 million and $0.9 million for the three and nine months ended September 30, 2025, respectively. Net sales in local currency increased for the three and nine months ended September 30, 2025 primarily as a result of improved customer acquisition and existing customer engagement.

North America

Net sales related to North America for the three and nine months ended September 30, 2025 were $36.2 million and $106.2 million, respectively, compared to $33.6 million and $103.7 million for the same periods in 2024, or increased 7.7 percent and 2.4 percent, respectively. In local currency, net sales for the three and nine months ended September 30, 2025 increased 7.8 percent and 2.6 percent, respectively, compared to the same periods in 2024.

In the United States, net sales for the three and nine months ended September 30, 2025 increased $2.6 million and $3.1 million, or 8.3 percent and 3.2 percent, respectively, compared to the same periods in 2024. The increase was primarily due to improved customer acquisition through our digital channels as well as stabilization of our core business.

Latin America and Other

Net sales related to Latin America and Other markets for the three and nine months ended September 30, 2025 were $5.3 million and $16.1 million, respectively, compared to $6.1 million and $17.4 million for the same periods in 2024, or decreased 13.1 percent and 7.6 percent. In local currency, net sales for the three and nine months ended September 30, 2025 decreased 13.3 percent and 5.0 percent, respectively, compared to the same periods in 2024. Fluctuations in foreign currency had favorable impacts on net sales of $14,000 and unfavorable impacts of $0.4 million for the three and nine months ended September 30, 2025, respectively.

Further information related to our Asia, Europe, North America and Latin America and Other business segments is set forth in Note 7 to the unaudited Condensed Consolidated Financial Statements in Part 1, Item 1 of this report.

Cost of Sales

Cost of sales as a percent of net sales was 26.7 percent and 27.6 percent for the three and nine months ended September 30, 2025, compared to 28.7 percent and 28.7 percent for the same periods in 2024. The decrease in cost of sales percentage is primarily due to cost savings initiatives, market mix and favorable foreign exchange.

Volume Incentives

Volume incentives expense as a percent of net sales was 30.7 percent and 30.5 percent for the three and nine months ended September 30, 2025, respectively, compared to 31.0 percent and 30.9 percent for the same periods in 2024. The decrease was primarily due to timing of promotional incentives and changes in product pricing and market mix. These payments are designed to provide incentives for reaching certain sales levels. Volume incentives vary slightly, on a percentage basis, by product due to pricing policies and commission plans in place in our various geographies. We do not pay volume incentives in China, instead we pay independent service fees which are included in selling, general and administrative expenses.

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Selling, General and Administrative

Selling, general and administrative expenses represent operating expenses, components of which include labor and benefits, sales events, professional fees, travel and entertainment, marketing, occupancy costs, communications costs, bank fees, depreciation and amortization, independent services fees paid in China and other miscellaneous operating expenses.

Selling, general and administrative expenses increased $4.8 million and $9.7 million, respectively, to $45.7 million and $130.0 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. Selling, general and administrative expenses were 35.6 percent and 36.5 percent of net sales for the three and nine months ended September 30, 2025, compared to 35.7 percent and 35.8 percent for the same periods in 2024. The increase was primarily related to the timing of compensation costs, incremental investment in digital marketing and consultant events as well as other non-recurring expenses.

Other Income, Net

Other income, net, for the three and nine months ended September 30, 2025, was $0.7 million and $4.9 million, respectively, compared to $2.6 million and $1.4 million during the same periods in 2024, respectively. Other income, net for the three and nine months ended September 30, 2025 primarily consisted of foreign exchange gains in Asia and Europe, partially offset by foreign exchange losses in Latin America, that resulted from net changes in foreign currencies.

Income Taxes

The difference between the effective tax rate and the U.S. federal statutory tax rate for the three and nine months ended September 30, 2024, was primarily attributed to operations in foreign countries which are treated as a branch for U.S. tax purposes and foreign losses which do not provide future tax benefit, partially offset by foreign tax credits.

Our U.S. federal income tax returns for 2021 through 2023 are open to examination for federal tax purposes. We have several foreign tax jurisdictions that have open tax years from 2019 through 2024.

As of September 30, 2025 and December 31, 2024, we had accrued $0.5 million and $0.6 million, respectively, related to unrecognized tax positions.

On July 4, 2025, the President of the United States signed into law the One Big Beautiful Bill Act. Pursuant to ASC Topic 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment and are reflected in our results for the three and nine months ended September 30, 2025. There was no material impact to our income tax expense or effective tax rate.

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Product Categories

Our line of over 800 products includes several different product classifications, such as immune, cardiovascular, digestive, personal care, weight management and other general health products. We purchase herbs and other raw materials in bulk, and after quality control testing, we formulate, encapsulate, tablet or concentrate them, label and package them for shipment. Most of our products are manufactured at our facility in Spanish Fork, Utah. Contract manufacturers produce some of our products in accordance with our specifications and standards. We have implemented quality control procedures to verify that our contract manufacturers have complied with our specifications and standards.

See Note 7, Segment Information, for a summary of the U.S. dollar amounts from the sale of general health, immune, cardiovascular, digestive, personal care and weight management products for the three and nine months ended September 30, 2025 and 2024, by business segment.

Distribution and Marketing

We market our products primarily through our network of independent consultants, who market our products to customers through direct selling techniques. We seek to motivate and provide incentives to our independent consultants by offering high quality products and providing independent consultants with product support, training seminars, sales conventions, travel programs and financial incentives.

Our products sold in the United States are shipped directly from our manufacturing and warehouse facilities located in Spanish Fork, Utah, as well as from our regional warehouses located in Georgia, Ohio and Texas. Many of our international operations maintain warehouse facilities and inventory to supply their independent consultants. However, in foreign markets where we do not maintain warehouse facilities, we have contracted with third parties to distribute our products and provide support services to our force of independent consultants.

In the United States, we generally sell our products on a cash or credit card basis. From time to time, our U.S. operations extend short-term credit associated with product promotions. For certain of our international operations, we use independent distribution centers and offer credit terms that are generally consistent with industry standards within each respective country.

We pay sales commissions, or “volume incentives,” to our independent consultants based upon their own product sales and the product sales of their sales organization. As an exception, in China, we do not pay volume incentives; rather, we pay independent service fees, which are included in selling, general and administrative expenses. These volume incentives and independent service fees are recorded as an expense in the year earned. The amounts of volume incentives that we expensed during the quarters ended September 30, 2025 and 2024, are set forth in the unaudited Condensed Consolidated Financial Statements in Item 1 of this report. In addition to the opportunity to receive volume incentives, independent consultants who attain certain levels of monthly product sales are eligible for additional incentive programs including automobile allowances, sales convention privileges and travel awards.

LIQUIDITY AND CAPITAL RESOURCES

Our principal use of cash is to pay for operating expenses, including volume incentives, inventory and raw material purchases, capital assets, digital investments and funding of international expansion. As of September 30, 2025, working capital was $102.4 million, compared to $94.9 million as of December 31, 2024. At September 30, 2025, we had $95.6 million in cash, of which $5.8 million was held in the U.S. and $89.8 million was held in foreign markets and may be subject to various withholding taxes and other restrictions related to repatriation before becoming available to be used along with the normal cash flows from operations to fund any unanticipated shortfalls in future cash flows.

Our net consolidated cash inflows (outflows) are as follows (in thousands):


Nine Months Ended September 30,	2025		2024
Operating activities	$	25,423	$	13,114
Investing activities	(4,143)		(8,776)
Financing activities	(15,248)		(9,329)

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Operating Activities

For the nine months ended September 30, 2025, operating activities provided cash of $25.4 million, compared to $13.1 million in the same period in 2024. Operating cash flows increased primarily due to improved net income and the timing of payments for accrued liabilities, accrued volume incentives and service fees and deferred revenue, partially offset by an increase in inventories and reduction in account payables.

Investing Activities

For the nine months ended September 30, 2025, investing activities used $4.1 million, compared to $8.8 million for the same period in 2024, which consisted of capital expenditures related to the purchase of equipment, computer systems and software.

Financing Activities

For the nine months ended September 30, 2025, financing activities used $15.2 million, compared to $9.3 million for the same period in 2024.

During the nine months ended September 30, 2025, we used cash to repurchase 1,129,000 shares of our common stock under the share repurchase program for $14.4 million. On May 6, 2025, we announced an amendment to the share repurchase program allowing the repurchase of an additional $25.0 million in common shares. At September 30, 2025, the remaining balance available for repurchases under the program was $19.3 million.

We maintain a revolving credit agreement with Bank of America, N.A (the “Credit Agreement”), as well as a credit agreement with Banc of America Leasing and Capital, LLC (the "Capital Credit Agreement"). At September 30, 2025, there were no outstanding balances under the Credit Agreement or the Capital Credit Agreement. Our debt obligations are discussed in greater detail in Note 4, “Revolving Credit Facility and Other Obligations,” to our unaudited Condensed Consolidated Financial Statements in Item 1, Part 1 of this report.

We believe that cash generated from operations, along with available cash and cash equivalents, will be sufficient to fund our normal operating needs, including capital expenditures, on both a short- and long-term basis.

In addition, other things such as a prolonged economic downturn, a decrease in demand for our products, an unfavorable settlement of our unrecognized tax positions or non-income tax contingencies could adversely affect our long-term liquidity.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements have been prepared in accordance with U.S. GAAP and form the basis for the following discussion and analysis on critical accounting policies and estimates. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates and those differences could have a material effect on our financial position and results of operations. We have discussed the development, selection and disclosure of these estimates with the Board of Directors and our Audit Committee.

A summary of our significant accounting policies is provided in Note 1 of the Notes to Consolidated Financial Statements in Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2024. We believe the critical accounting policies and estimates described below reflect our more significant estimates and assumptions used in the preparation of the consolidated financial statements. The impact and any associated risks on our business that are related to these policies are also discussed throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results.

Revenue Recognition

Our revenue recognition practices are discussed in Note 11, “Revenue Recognition,” to our unaudited Condensed Consolidated Financial Statements in Item 1, Part 1 of this report.

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Inventories

Inventories are adjusted to the lower of cost and net realizable value, using the first-in, first-out method. The components of inventory cost include raw materials, labor and overhead. To estimate any necessary adjustments, various assumptions are made regarding excess or slow-moving inventories, non-conforming inventories, expiration dates, current and future product demand, production planning and market conditions. If future demand and market conditions are less favorable than our assumptions, additional inventory adjustments could be required.

Incentive Trip Accrual

We accrue for expenses associated with our direct sales program, which rewards independent consultants with paid attendance for incentive trips, including our conventions and meetings. Expenses associated with incentive trips are accrued over qualification periods as they are earned. We specifically analyze incentive trip accruals based on historical and current sales trends as well as contractual obligations when evaluating the adequacy of the incentive trip accrual. Actual results could generate liabilities more or less than the amounts recorded.

Contingencies

We are involved in certain legal proceedings and disputes. When a loss is considered probable in connection with litigation or non-income tax contingencies and when such loss can be reasonably estimated with a range, we record our best estimate within the range related to the contingency. If there is no best estimate, we record the minimum of the range. As additional information becomes available, we assess the potential liability related to the contingency and revise the estimates. Revision in estimates of the potential liabilities could materially affect our results of operations in the period of adjustment. Our contingencies are discussed in further detail in Note 9, “Commitments and Contingencies”, to the Notes of our unaudited Condensed Consolidated Financial Statements, of Item 1, Part 1 of this report.

Income Taxes

Our provision for income taxes, deferred tax assets and liabilities and contingent reserves reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in both the United States and numerous foreign jurisdictions. Significant judgments and estimates are required in determining our consolidated provision for income taxes.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we develop assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that we are using to manage the underlying businesses. Valuation allowances are recorded as reserves against net deferred tax assets by us when it is determined that net deferred tax assets are not likely to be realized in the foreseeable future.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on our results of operations, cash flows or financial position.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We conduct business in several countries and intend to grow our international operations. Net sales, operating income and net income are affected by fluctuations in currency exchange rates, interest rates and other uncertainties inherent in doing business and selling products in more than one currency. In addition, our operations are exposed to risks associated with changes in social, political and economic conditions inherent in international operations, including changes in the laws and policies that govern international investment in countries where we have operations, as well as, to a lesser extent, changes in U.S. laws and regulations relating to international trade and investment. Furthermore, we are subject to risks from shifting tariff regimes and trade policies between countries where we operate, which could increase our costs of materials and finished goods, or disrupt our supply chain operations. For further information, see Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to provide reasonable assurance that the information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in rules and forms adopted by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Our management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Management’s Report on Internal Control over Financial Reporting

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment under this framework, management has concluded that our internal controls over financial reporting were effective as of September 30, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS

In addition to the information set forth in this report, you should carefully consider the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could have a material adverse effect on our business or consolidated financial statements, results of operations and cash flows. Additional risks not currently known, or risks that are currently believed to be not material, may also impair business operations. There have been no material changes to our risk factors since the filing of our Annual Report on Form 10-K for the year ended December 31, 2024, except as follows:

Our global operations are subject to numerous laws and regulations relating to trade restrictions and export controls and failure to comply with such rules could adversely affect our business.

Our global operations are subject to numerous trade and economic sanctions and other restrictions imposed by the U.S., the EU and other governments and organizations. The U.S. Departments of Justice, Commerce, State and Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws and other federal statutes and regulations, including those established by the Office of Foreign Assets Control (“OFAC”). Under these laws and regulations, as well as other anti-corruption laws, anti-money-laundering laws, export control laws, customs laws, sanctions laws and other laws governing our operations, various government agencies may require export licenses, may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and modifications to compliance programs, which may increase compliance costs and may subject us to fines, penalties and other sanctions. A violation of these laws, regulations, policies or procedures could adversely impact our business, results of operations and financial condition.

For example, in November 2024 we began an internal investigation regarding our past compliance with relevant U.S. trade controls and made an initial voluntary self-disclosure of apparent trade controls violations to the U.S. Department of Commerce's Bureau of Industry and Security (“BIS”). In addition, in April 2025 we filed an initial voluntary self-disclosure with OFAC relating to the same internal investigation. Following our internal investigation, we filed final voluntary self-disclosures with BIS and OFAC on September 5, 2025. We estimate that such potential violations represented less than one percent of our net revenue in each of our last three fiscal years. An unfavorable outcome of this matter may include fines or penalties imposed in response to our voluntary self-disclosures. While we believe the amount of any fines or penalties would not be material to our financial condition and results of operation, we are unable to predict the outcome or to reasonably estimate the time it may take to resolve these matters.

Although we have implemented policies and procedures in these areas, we cannot assure you that our policies and procedures are sufficient or that directors, officers, employees, representatives, manufacturers, suppliers and agents have not engaged and will not engage in conduct in violation of such policies and procedures.

Changes in U.S. trade policy including the impact of tariffs are having and may continue to have a material adverse effect on our business and results of operations.

Our business and results of operations are being and may continue to be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions which may be imposed by the U.S. or other governments with little or no advance notice. For example, the U.S. government recently imposed tariffs on various product imports from almost all countries. Some tariff announcements have been followed by the granting of limited exemptions and temporary pauses causing substantial uncertainty and volatility in financial markets. Current U.S. trade policy has and may continue to result in retaliatory measures on U.S. goods. Retaliatory tariffs that apply to our products could have a material adverse impact on demand for and purchases of our products.

Some of our products require materials that may be subject to these recent tariffs. Any imposition of or increase in tariffs on imports of our products or materials needed to manufacture our products, as well as corresponding price increases for such materials available domestically, could increase our costs. To the extent that we are unsuccessful in finding alternative suppliers that are subject to smaller or no tariffs, negotiating sharing of these costs with our suppliers, or failing to pass cost increases on

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to our customers, such cost increases could adversely affect our business and results of operations. Higher costs could also inhibit our ability to develop new products and innovations.

If we are unable to navigate further these unpredictable changes in U.S. or international trade policy, it could have a material adverse impact on our business and results of operations.

Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately may reduce demand for our products. Such conditions could have a material adverse impact on our business, results of operations and cash flows.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

The following table summarizes the purchases of our common stock during the fiscal quarter ended September 30, 2025:


Periods	Total Number of Shares Purchased (in thousands)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (in thousands)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1) (in thousands)
July 1, 2025 to July 31, 2025	—	$	—	—
August 1, 2025 to August 31, 2025	—	—		—
September 1, 2025 to September 30, 2025	118	$	16.94	118
Total	118			118	$	19,283

(1) On March 10, 2021, we announced a $15.0 million common share repurchase program. On March 8, 2022, we announced an amendment to the share repurchase program allowing the repurchase of an additional $30.0 million in shares. On May 6, 2025, we announced an amendment to the share repurchase program allowing the repurchase of an additional $25.0 million in common shares. The repurchases may be made from time to time as market conditions warrant and are subject to regulatory considerations. We purchased 118,000 shares of our common stock during the quarter ended September 30, 2025, under the terms of this Board approved plan.

The actual timing, number and value of common shares repurchased under our board-approved plan will be determined at our discretion and will depend on a number of factors, including, among others, general market and business conditions, the trading price of common shares and applicable legal requirements. We have no obligation to repurchase any common shares under the authorization, and the repurchase plan may be suspended, discontinued, or modified at any time for any reason.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

During the three months ended September 30, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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Item 6. EXHIBITS

a) Index to Exhibits


Item No.						Exhibit
10.1(1)						Share Purchase Agreement dated June 30, 2025 between the Company and Fosun Industrial, relating to Nature’s Sunshine Hong Kong Limited
10.2(2)						Share Purchase Agreement dated June 30, 2025 between the Company and Fosun Industrial, relating to Shanghai Nature’s Sunshine Health Products Co., Ltd.
10.3(4)*						Employment Agreement, dated October 10, 2025, 2025 between Nature’s Sunshine Products, Inc. and Kenneth Romanzi
10.4(3)*						Separation Agreement, dated October 10, 2025, between Nature’s Sunshine Products, Inc. and Terrence O. Moorehead
31.1(4)						Certification of Chief Executive Officer under SEC Rule 13a-14(a)/15d-14(a) promulgated under the Securities Exchange Act of 1934
31.2(4)						Certification of Chief Financial Officer under SEC Rule 13a-14(a)/15d-14(a) promulgated under the Securities Exchange Act of 1934
31.3(4)						Certification of Chief Accounting Officer under SEC Rule 13a-14(a)/15d-14(a) promulgated under the Securities Exchange Act of 1934
32.1(5)						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2(5)						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Financial Officer pursuant to 18 U.S.C. Section 1350
32.3(5)						Certification of Chief Accounting Officer pursuant to 18 U.S.C. Section 1350 Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS						Inline XBRL Instance Document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
104						Cover page Interactive Data File (the cover page XBRL tags are embedded within iXBRL (Inline Extensible Business Reporting Language) document)

_________________________________________

(1) Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 7, 2025, and is incorporated herein by reference.

(2) Previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed on July 7, 2025, and is incorporated herein by reference.

(3) Previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed on October 15, 2025, and is incorporated herein by reference.

(4) Filed currently herewith.

(5) Furnished currently herewith.

* Management contract or compensatory plan.

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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 thereunto duly authorized.


Nature’s Sunshine Products, Inc.

Date:	November 6, 2025	/s/ Kenneth G. Romanzi
		Kenneth G. Romanzi,
		Chief Executive Officer
		(Principal Executive Officer)


Date:	November 6, 2025	/s/ L. Shane Jones
		L. Shane Jones,
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)


Date:	November 6, 2025	/s/ Jonathan D. Lanoy
		Jonathan D. Lanoy,
		Senior Vice President, Chief Accounting Officer
		(Principal Accounting Officer)

NATURES SUNSHINE PRODUCTS INC 10-Q