[8-K] Natural Alternatives International Inc. Reports Material Event

Rhea-AI Filing Summary

Natural Alternatives International, Inc. (NASDAQ: NAII) filed an 8-K announcing the execution of a Sixth Amendment to its credit agreement with Wells Fargo, effective June 20, 2025.

Key terms

• Maturity extended from the current expiry to December 31, 2026, giving NAII an additional 18 months of committed bank financing.
• Revolving credit limit reduced from $12.5 million to $10 million, lowering undrawn liquidity head-room by $2.5 million.
• Collateral expanded: the company’s Carlsbad, CA powder-processing facility is now pledged, and the existing Deed of Trust is modified to secure both the term loan and the amended revolver.
• All other security agreements, including the July 1, 2019 Security Agreement, remain in force.

The amendment package consists of three executed documents (Exhibits 10.40-10.42) and is accompanied by a press release dated June 23, 2025 (Exhibit 99.9). No financial statements were included.

Management characterizes the change as a material definitive agreement (Item 1.01) and a direct financial obligation (Item 2.03). The filing provides no update on current borrowings, covenant levels or interest pricing.

Positive

• Maturity extension to December 31, 2026 secures committed financing for an additional 18 months.
• Continues relationship with a major lender (Wells Fargo), supporting credit stability.

Negative

• Credit limit cut from $12.5 M to $10 M, reducing available liquidity by $2.5 M.
• Additional collateral requirement increases asset encumbrance and limits future borrowing flexibility.

Insights

Financial Analyst

TL;DR — Facility extended to 2026 but capacity trimmed to $10 M; net liquidity impact neutral-to-slightly negative.

Extending the revolver to year-end 2026 secures committed capital for another 18 months, which is positive for cash-flow planning. However, the 20 % reduction in the borrowing base trims flexible liquidity. The addition of real-property collateral suggests Wells Fargo required extra security, hinting at either tighter credit standards or modestly higher perceived risk. No covenant or pricing data were disclosed, so the cost impact is unclear. Overall, investors gain visibility on funding but lose $2.5 M in head-room and see greater asset encumbrance, making the amendment strategically mixed and, in my view, neutral to valuation in the near term.

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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): June 20, 2025

NATURAL ALTERNATIVES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-15701

Delaware	84-1007839
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

1535 Faraday Avenue, Carlsbad, CA 92008

(Address of principal executive offices, including zip code)

760-736-7700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	NAII	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 20, 2025 Natural Alternatives International, Inc., a Delaware corporation, ("NAI") entered into an amended credit facility with Wells Fargo Bank, National Association ("Wells Fargo"). The amended credit facility extends NAI's current credit facility with Wells Fargo to December 31, 2026, decreases the maximum principal amount that can be borrowed from $12,500,000 to $10,000,000, and adds the Company’s powder processing facility in Carlsbad California as security for the amended credit agreement. The Sixth Amendment to Credit Agreement amends the formerly in force Credit Agreement, the Second Modification to Revolving Line of Credit Note modifies the former Revolving Line of Credit Note, and the First Modification of Deed of Trust and Assignment of Rents and Leases modifies the existing Deed of Trust securing a term loan with Wells Fargo that was used in the acquisition of the facility, to also secure the amended Revolving Line of Credit Note. The former Security Agreement by and between NAI and Wells Fargo effective as of July 1, 2019 remains in place.

The foregoing description does not purport to be complete and is qualified in its entirety by the agreements attached hereto as Exhibits 10.40, 10.41 and 10.42, each of which is incorporated herein by reference.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information provided in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

ITEM 7.01 REGULATION FD DISCLOSURE.

On June 23, 2025, NAI issued a press release announcing the amendment of its credit facility. A copy of the press release is attached hereto as Exhibit 99.9 and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.40 Sixth Amendment to Credit Agreement by and between NAI and Wells Fargo effective as of June 20, 2025.

10.41 Second Amendment to Revolving Line of Credit Note made by NAI for the benefit of Wells Fargo dated June 20, 2025.

10.42 First Modification of Deed of Trust and Assignment of Rents and Leases dated June 20, 2025.

99.9 Press Release dated June 23, 2025.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

	Natural Alternatives International, Inc.
	a Delaware corporation
June 23, 2025	By:	/s/ Mike Fortin
		Mike Fortin, Chief Financial Officer

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FAQ

What changes did NAII make to its Wells Fargo credit facility?

The revolver was extended to December 31, 2026, the maximum borrowing amount cut to $10 million, and the Carlsbad powder facility was pledged as collateral.

By how much was NAII’s credit line reduced?

The limit decreased by $2.5 million, from $12.5 million to $10 million.

Until what date is the amended credit facility valid?

The facility now matures on December 31, 2026.

Which NAII asset now secures the amended revolver?

The company’s powder processing facility in Carlsbad, California is now pledged as collateral.

Does the amendment replace the 2019 Security Agreement?

No. The July 1, 2019 Security Agreement remains in force alongside the new amendments.

When was the related press release issued?

NAII issued the press release on June 23, 2025.