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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 28, 2025

 NS-logo-darkgreen.jpg
NATURE’S SUNSHINE PRODUCTS, INC.
(Exact name of registrant specified in its charter)
 
Utah   001-34483   87-0327982
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer Identification No.)
  2901 West Bluegrass Blvd., Suite 100
Lehi, Utah 84043
(Address of principal executive offices and zip code)

Registrant’s telephone, including area code:  (801) 341-7900

N/A
(Former name and former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock, no par value NATR Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On May 28, 2025, Terrence O. Moorehead, the President, Chief Executive Officer and member of the Board of Directors (the “Board”) of Nature’s Sunshine Products, Inc. (the “Company”) notified the Board that he has decided to step down as an officer and resign as a director of the Company, effective upon the appointment by the Company of a successor President and Chief Executive Officer of the Company.


Item 8.01    Other Events.
 
On June 2, 2025, the Company issued a press release announcing Mr. Moorehead’s plan to step down from the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished herein, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.


Item 9.01    Financial Statements and Exhibits

(d) Exhibits.
Item No.   Exhibit
99.1  
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).




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

 
  NATURE’S SUNSHINE PRODUCTS, INC.
     
Dated: June 2, 2025 By: /s/ Nathan G. Brower
    Nathan G. Brower, Executive Vice President, General Counsel and Corporate Secretary

EX-99 2 pressrelease06-02x25.htm EX-99.1 Document

Nature’s Sunshine Announces Leadership Transition Plan

Board Initiates CEO Search Process

Terrence Moorehead to Step Down as President and CEO, Once Successor Appointed

Company Reaffirms Full Year 2025 Outlook


LEHI, Utah, June 2, 2025 – Nature’s Sunshine Products, Inc. (Nasdaq: NATR) (“Nature’s Sunshine”) (the “Company”), a leading manufacturer of high-quality herbal and nutritional supplements, today announced that Terrence Moorehead has notified the Company’s Board of Directors (the “Board”) of his decision to step down as President and Chief Executive Officer, effective upon the appointment of a successor. At that time, Mr. Moorehead will also resign as a member of the Board of Directors.

The Nature’s Sunshine Board has initiated a comprehensive search process, with the assistance of a nationally recognized executive search firm, to identify the Company’s next President and Chief Executive Officer.

“Serving as CEO of Nature’s Sunshine for the past nearly seven years has been an incredible honor. I am extremely proud of our team’s accomplishments and the tremendous progress we’ve made strengthening fundamentals, revitalizing the brand, spearheading digital initiatives and driving customer growth,” said Mr. Moorehead. “Having improved our competitiveness and built a foundation for long-term profitable growth, I am confident that Nature’s Sunshine is poised to capitalize on the large and steadily growing market opportunity that lies ahead.”

“On behalf of the Board, I extend my sincere gratitude to Terrence for his leadership of Nature’s Sunshine since 2018,” said Heidi Wissmiller, Chairman of the Board. “During his tenure, Terrence has guided the Company through significant global uncertainty, providing Nature’s Sunshine with a strong foundation and setting it up for its next chapter of growth. With a robust product portfolio, upgraded digital capabilities and a fully integrated business model, we are well-positioned to accelerate our journey towards a digitally enabled field organization and omnichannel business that delivers on our brand promise to consumers and drives value for our shareholders. We are pleased that Terrence will stay on in his role as we conduct a search for the Company’s next CEO.”

Today Nature’s Sunshine also reiterated its previously announced outlook for full year 2025 net sales and adjusted EBITDA.


About Nature’s Sunshine
Nature’s Sunshine Products (Nasdaq: NATR), a leading natural health and wellness company, markets and distributes nutritional and personal care products in more than 40 countries. Nature’s Sunshine manufactures most of its products through its own state-of-the-art facilities to ensure its products continue to set the standard for the highest quality, safety, and efficacy on the market today. Additional information about the company can be obtained at its website, www.naturessunshine.com.

Forward-Looking Statements



This press release contains forward-looking statements regarding the Company’s future business expectations, which are subject to the safe harbor provisions 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 improvements 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. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, include, but are not limited to the transition of leadership of the Company having a negative effect on the Company’s future business expectations, and the risks associated with searching for a successor President and Chief Executive Officer taking longer than intended or not meeting the Board’s expectations. These and other risks and uncertainties that could cause actual results to differ from predicted results are more fully detailed under the caption “Risk Factors” in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports filed on Form 10-Q. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included in or incorporated by reference into this press release. Except as is required by law, the Company expressly disclaims any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this press release.

Contacts

Investor Relations
Gateway Group, Inc. Cody Slach 1-949-574-3860 NATR@gateway-grp.com