Nature’s Sunshine Products, Inc. Announces Launch of Secondary Public Offering of Common Stock

Rhea-AI Summary

Nature's Sunshine Products (NASDAQ: NATR) has announced a secondary public offering of up to 2,854,607 shares of common stock to be sold by Fosun Pharma USA. The company itself is not selling any shares and will not receive proceeds from the offering. As part of the offering, Nature's Sunshine may purchase up to $15.0 million of shares through its existing share repurchase program, funded by cash on-hand and credit facility.

D.A. Davidson & Co. is serving as the sole book-running manager for the offering, which is being made pursuant to an effective shelf registration statement filed with the SEC on June 9, 2025.

Positive

• None.

Negative

• Company bears costs, fees and expenses for registration of shares
• Potential dilution of existing shareholders' value if company doesn't execute full buyback
• Possible increase in debt if credit facility is used for share repurchase

Insights

Securities Analyst

Fosun selling 2.85M NATR shares while Nature's Sunshine may repurchase up to $15M worth - neutral impact on company fundamentals.

This secondary offering represents a significant ownership shift but with neutral impact on Nature's Sunshine's operations. Fosun Pharma is selling up to 2,854,607 shares without any new shares being issued by Nature's Sunshine. This means no dilution for existing shareholders and no new capital raised for the company.

The potential share repurchase of up to $15 million by Nature's Sunshine is noteworthy as it could partially offset market pressure from Fosun's exit. While this repurchase would be funded through cash on hand and credit facility draws, the company has made no firm commitment to purchase a minimum amount or any shares at all.

This transaction appears to be Fosun Pharma reducing or potentially exiting its position in Nature's Sunshine. For context, secondary offerings by major shareholders often create temporary selling pressure, but the company's willingness to potentially repurchase shares suggests management believes in the company's intrinsic value.

The timing aligns with Nature's Sunshine's recently effective shelf registration (June 18, 2025), giving them flexibility for various securities transactions. This specific deal structure - where the selling shareholder covers underwriting discounts, commissions and transfer taxes while Nature's Sunshine bears other registration costs - is standard for secondary offerings and has minimal financial impact on the company.

LEHI, Utah, June 25, 2025 (GLOBE NEWSWIRE) -- Nature’s Sunshine Products, Inc. (NASDAQ: NATR) (“Nature’s Sunshine” or the “Company”), a leading manufacturer of high-quality herbal and nutritional supplements, today announced the launch of an underwritten secondary public offering of up to 2,854,607 shares of its common stock to be sold by Fosun Pharma USA, Inc (the “Selling Stockholder”).

The Selling Stockholder will receive all of the net proceeds from the offering. Nature’s Sunshine is not selling any shares of common stock in the offering and will not receive any proceeds from the offering. The Selling Stockholder will pay any underwriting discounts and commissions and transfer taxes attributable to the resale of the shares of the Company’s common stock the Selling Stockholder holds, as well as certain reasonable out-of-pocket expenses incurred by the underwriter. The Company will bear all other costs, fees and expenses incurred in effecting the registration of the shares in the offering.

As part of the offering, the Company has agreed with the Selling Stockholder that it may purchase up to $15.0 million of the shares of its common stock that are subject to the offering from the underwriters at the public offering price as part of the Company’s previously announced share repurchase program. However, the Company has not agreed to purchase a minimum amount of shares and may determine to purchase fewer or no shares in this offering. Accordingly, there can be no guarantee that the Company will purchase any shares in this offering and investors should not rely on such agreement as evidence that this offering is more likely to be successful. The Company anticipates that the stock repurchase, if any, would be funded from cash on-hand and funds drawn from its credit facility.

D.A. Davidson & Co. is acting as sole book-running manager and representative of the underwriters for the offering.

The common stock is being offered pursuant to a shelf registration statement (which includes a base prospectus) on Form S-3 (File No. 333-287882) that was filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 9, 2025 and became effective on June 18, 2025.

A preliminary prospectus supplement relating to these securities will be filed with the SEC. Before you invest, you should read the registration statement, the base prospectus, the preliminary prospectus supplement, and other documents filed with the SEC and incorporated by reference therein for more complete information about Nature’s Sunshine and this offering. You may obtain these documents free of charge by visiting EDGAR on the SEC's website at www.sec.gov.

The offering is being made only by means of a prospectus and related prospectus supplement, copies of which, when available, may be obtained on the SEC’s website, www.sec.gov, or from D.A. Davidson & Co.,Attention: Syndicate Department, 8 Third Street North, Great Falls, MT 59401, by telephone at (800) 332-5915 and by e-mail: ProspectusRequest@dadco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Nature’s Sunshine Products

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.

Cautionary Note Regarding 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 statements related to the anticipated closing of the offering and the concurrent share repurchase. 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 completion of the offering and the concurrent share repurchase, the satisfaction of customary closing conditions related to the offering, 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.

Investor Relations:

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

FAQ

How many shares is Nature's Sunshine (NATR) offering in the secondary public offering?

Fosun Pharma USA is offering up to 2,854,607 shares of Nature's Sunshine common stock in the secondary public offering.

Will Nature's Sunshine (NATR) receive any proceeds from the secondary offering?

No, Nature's Sunshine will not receive any proceeds from the offering as all net proceeds will go to the selling stockholder, Fosun Pharma USA.

How much stock might Nature's Sunshine (NATR) repurchase from this offering?

Nature's Sunshine may purchase up to $15.0 million worth of shares from the offering as part of its existing share repurchase program.

Who is the underwriter for Nature's Sunshine's (NATR) secondary offering?

D.A. Davidson & Co. is acting as the sole book-running manager and representative of the underwriters for the offering.

When did Nature's Sunshine's (NATR) shelf registration become effective?

The shelf registration statement became effective on June 18, 2025.