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

Rhea-AI Summary

Nature's Sunshine Products (NASDAQ: NATR) announced the pricing of a secondary public offering where Fosun Pharma USA will sell up to 2,854,607 shares of common stock at $12.00 per share. The offering is expected to close on June 27, 2025.

While NATR won't receive any proceeds from the offering, the company may purchase up to $15.0 million worth of shares from underwriters as part of its existing share repurchase program. D.A. Davidson & Co. is serving as the sole book-running manager for the offering.

Positive

• None.

Negative

• Company will bear certain costs and expenses related to the offering registration
• Potential dilution of existing shareholders if company doesn't execute full repurchase
• Company may need to use credit facility funding for potential share repurchase

Insights

Financial Analyst

Fosun Pharma selling up to 2.85M NATR shares at $12; Nature's Sunshine may repurchase up to $15M worth in a neutral ownership restructuring.

This secondary offering represents a significant ownership shift for Nature's Sunshine. Fosun Pharma is selling up to 2,854,607 shares at $12.00 per share, potentially liquidating their entire stake in the company. The transaction value could reach approximately $34.3 million if all shares are sold.

What's particularly noteworthy is Nature's Sunshine's potential share repurchase of up to $15 million worth of these shares. This could represent approximately 1.25 million shares or about 43.8% of the total offering. The company plans to fund this repurchase using cash on hand and its credit facility.

From a capital structure perspective, this transaction doesn't dilute existing shareholders since no new shares are being issued. However, it does represent a significant ownership transition, with Fosun potentially exiting their position while Nature's Sunshine opportunistically executes on their existing share repurchase program.

The pricing at $12.00 per share provides a clear market valuation benchmark. By potentially repurchasing a substantial portion of these shares, management may be signaling they view the current share price as attractive. The transaction structure also allows Nature's Sunshine to manage the impact of a large shareholder exit by absorbing some of the selling pressure through their repurchase program, potentially supporting market stability during this transition.

LEHI, Utah, June 26, 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 pricing 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 shares of common stock are being sold at a price of $12.00 per share. The offering is expected to close on June 27, 2025, subject to customary closing conditions.

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 underwriters. 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 has been 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

What is the price per share for Nature's Sunshine (NATR) secondary offering?

The secondary offering is priced at $12.00 per share for up to 2,854,607 shares of common stock.

Will Nature's Sunshine (NATR) receive any proceeds from this 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 can Nature's Sunshine (NATR) repurchase from this offering?

Nature's Sunshine has the option to purchase up to $15.0 million worth of shares from the underwriters at the public offering price as part of its existing share repurchase program.

When will Nature's Sunshine's (NATR) secondary offering close?

The offering is expected to close on June 27, 2025, subject to customary closing conditions.

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.