Natural Alternatives International (NASDAQ: NAII) gets Wells Fargo waiver on loan covenant defaults

Rhea-AI Filing Summary

Natural Alternatives International, Inc. entered into a Waiver and Release Agreement with Wells Fargo Bank after breaching certain financial covenants in its existing credit agreement. For the fiscal first quarter ended September 30, 2025, the company did not comply with the maximum net loss and fixed charge coverage ratio requirements under its revolving and term loan facilities. On December 17, 2025, Wells Fargo agreed to waive all of these defaults and confirmed that the credit agreement, security agreement and related deed of trust remain in full force and effect, allowing NAI to maintain its current borrowing arrangements.

Positive

• None.

Negative

• Failure of key financial covenants in the fiscal first quarter ended September 30, 2025, including maximum net loss and fixed charge coverage ratio requirements, indicates financial strain that required a lender waiver.

Insights

Credit & covenant risk analyst

Covenant breaches signal stress, but lender waiver preserves current credit access.

Natural Alternatives International disclosed that it failed the maximum net loss and fixed charge coverage ratio covenants in its credit agreement for the fiscal quarter ended September 30, 2025. These tests typically measure profitability and ability to cover fixed obligations, so failing them suggests weaker financial performance or cash coverage in that period.

On December 17, 2025, the company and Wells Fargo signed a Waiver and Release Agreement that waives all identified defaults and confirms that the credit agreement, revolving line of credit, term note, security agreement and deed of trust remain in full force and effect. This means the lender chose not to exercise default remedies and is continuing the relationship on existing terms as referenced.

While the waiver removes immediate default pressure, recurring covenant tests will likely continue under the credit agreement. Future filings will indicate whether the company returns to compliance with its maximum net loss and fixed charge coverage ratio covenants or must seek further waivers or amendments.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0000787253 0000787253 2025-12-17 2025-12-17

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): December 17, 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. ☐

- 1 -

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Natural Alternatives International, Inc., a Delaware corporation, ("NAI") is party to a Credit Agreement (most recently amended June 20, 2025) with Wells Fargo Bank, National Association ("Wells Fargo"). The Credit Agreement as amended incorporates a Revolving Line of Credit Note, a Term Note, Security Agreement and Deed of Trust.

For its fiscal first quarter ended September 30, 2025, NAI was not in compliance with the maximum net loss and fixed charge coverage ratio covenants of the Credit Agreement. NAI advised Wells Fargo that NAI did not comply with all of the covenants required under the Credit Agreement in the first quarter of NAI's fiscal 2026, and requested Wells Fargo waive each and all of the defaults.

On December 17, 2025 NAI and Wells Fargo entered into a Waiver and Release Agreement in connection with the Credit Agreement. Pursuant to the Waiver and Release Agreement Wells Fargo waived all of the defaults and confirmed the Credit Agreement and related agreements between the parties remain in full force and effect.

The foregoing description does not purport to be complete and is qualified in its entirety by the Waiver and Release Agreement attached hereto as Exhibit 10.43 which is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.43         Waiver and Release Agreement by and between NAI and Wells Fargo effective as of December 12, 2025.

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

- 2 -

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
December 17, 2025	By:	/s/ Michael E. Fortin
		Michael E. Fortin, Chief Financial Officer

- 3 -

FAQ

What did Natural Alternatives International, Inc. (NAII) announce in this 8-K?

NAII reported that it entered into a Waiver and Release Agreement with Wells Fargo Bank related to its existing credit agreement, after previously failing to meet certain financial covenants for the fiscal first quarter ended September 30, 2025.

Which covenants did NAII fail to meet under its credit agreement?

For its fiscal first quarter ended September 30, 2025, NAII was not in compliance with the maximum net loss covenant and the fixed charge coverage ratio covenant in its credit agreement with Wells Fargo.

How did Wells Fargo respond to NAII’s covenant breaches?

NAII requested that Wells Fargo waive each of the covenant defaults, and on December 17, 2025 both parties entered into a Waiver and Release Agreement under which Wells Fargo waived all of the defaults.

Does the credit agreement between NAII and Wells Fargo remain in effect?

Yes. The Waiver and Release Agreement states that the Credit Agreement and related agreements, including the revolving line of credit note, term note, security agreement and deed of trust, remain in full force and effect.

What time period do the reported covenant violations relate to for NAII?

The covenant violations relate to NAII’s fiscal first quarter ended September 30, 2025, which is part of its fiscal 2026 year.

Where can investors find the full terms of the Waiver and Release Agreement for NAII?

The Waiver and Release Agreement is filed as Exhibit 10.43, titled “Waiver and Release Agreement by and between NAI and Wells Fargo effective as of December 12, 2025,” and is incorporated by reference.