[8-K] Nature's Sunshine Products Inc. Reports Material Event

Rhea-AI Filing Summary

Deal Overview GS Finance Corp. is issuing Autocallable EURO STOXX 50® Index-Linked Notes due 2030, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The notes are part of the Series F medium-term note programme, will price on 28 July 2025, settle on 31 July 2025 and trade under CUSIP 40058JMC6.

Key Economic Terms

• Face amount: $1,000 per note.
• Automatic call: single observation on 28 Jul 2027; if EURO STOXX 50 (SX5E) ≥ initial level, investors receive $1,150 (115% of face) on 2 Aug 2027 and the note terminates.
• If not called, maturity on 1 Aug 2030. Cash settlement: • SX5E above initial – face plus 100% upside participation; • SX5E at or below initial – return of face only.
• No periodic coupons; the notes do not bear interest.
• Issuer’s estimated value on trade date: $885–$915 per $1,000, below the 100% issue price.
• Issue price 100%; underwriting discount 2.2%; net proceeds 97.8%.
• Issuer: GS Finance Corp.; Guarantor: The Goldman Sachs Group, Inc.; Calculation agent: Goldman Sachs & Co. LLC.

Investor Implications

• Principal is scheduled to be repaid at maturity if the issuer and guarantor meet their obligations.
• Investors can earn a fixed 15% premium after two years if the index is flat-to-up.
• Unlimited upside from 2027-2030 if the note is not called.
• No downside participation, but zero total return if SX5E is flat or down at maturity.
• Secondary values are expected to start 8.5-11.5% below par and depend on Goldman’s market-making.
• Taxed as a contingent payment debt instrument; holders accrue ordinary income annually based on a comparable yield.

Principal Risks Highlighted

• Credit risk of GS Finance Corp. and the Goldman Sachs Group.
• Early-call risk caps gains at 15% and may shorten the investment horizon.
• No coupon income; opportunity cost versus interest-bearing debt.
• Market value volatility driven by rates, index performance and credit spreads; liquidity not assured.
• Complex tax treatment; potential FATCA/§871(m) withholding for non-U.S. holders.

Positive

• 100% principal protection at maturity, assuming no issuer or guarantor default.
• 15% fixed return achievable after two years if the EURO STOXX 50 closes at or above the initial level.
• Unlimited 100% upside participation from 2027-2030 if the note is not called.

Negative

• Estimated value is 8.5-11.5% below the $1,000 issue price, creating an immediate mark-to-model loss.
• Early call caps upside at 15% and may occur under modest market strength.
• No periodic interest; zero return if the index is flat or down, leading to opportunity cost.
• Complex contingent payment debt instrument tax treatment with annual ordinary income accrual.
• Credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.
• Potentially limited secondary-market liquidity and dealer bid-ask spreads.

Insights

Structured Notes Analyst

TL;DR Principal-protected autocall grants 15% in 2 yrs, 100% upside later; value discount, call cap and tax complexity temper appeal.

Product design. The note combines full principal protection with a single 2-year call that pays a 15% premium. If SX5E rises modestly, investors are forced out at that fixed return; only if the index is flat or lower does the position continue, giving 100% upside through 2030. This asymmetric profile benefits the issuer by capping payouts in common scenarios while leaving investors exposed to opportunity cost.
Pricing. Estimated value $885-$915 signals an immediate 8.5-11.5% economic cost attributable to fees, hedging and issuer funding benefit. Investors must see the 15% call payoff or strong equity performance post-2027 merely to break even on mark-to-model value.
Risk/return. Principal protection is attractive, yet credit exposure to Goldman remains. Absence of coupons erodes real value in a higher-rate environment. Market-making is discretionary, so exit liquidity may be poor.
Overall. Suitable for investors seeking capital preservation with equity-linked upside, who are comfortable with payoff caps, complex taxation and issuer credit risk.

Multi-Asset Portfolio Manager

TL;DR Structured note offers capped equity kicker versus risk-free cash; relative value looks thin given 10% initial discount.

The 15% callable premium compares well to short-dated investment-grade corporates, yet investors forego interim income and accept model value erosion. If SX5E rises ≥ 0% by 2027, reinvestment risk appears at a time when rates may differ. Holding to 2030 yields genuine upside participation, but only if the index beats zero after five years of potential stagnation. From an asset-allocation view, buying SX5E outright alongside Treasuries could replicate similar exposure without credit or liquidity frictions. I see limited portfolio utility except for investors prioritising headline principal protection.

0000275053false00002750532025-06-302025-06-30

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 30, 2025

 

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 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously disclosed, on August 25, 2014, Nature’s Sunshine Products, Inc. (the “Company”), completed a transaction with Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun Pharma”), which created two joint ventures each owned 80% by the Company and 20% by Fosun Industrial Co., Ltd., (“Fosun Industrial”). a wholly owned subsidiary of Fosun Pharma. The joint ventures, known as Nature’s Sunshine Hong Kong Limited (the “Hong Kong Joint Venture”) and Shanghai Nature’s Sunshine Health Products Co., Ltd (the “Shanghai Joint Venture, and collectively with the Hong Kong Joint Venture, the “Joint Ventures”), market and distribute Nature’s Sunshine products in China. The Operating Agreements for both the Hong Kong Joint Venture and the Shanghai Joint Venture provide that if Fosun Pharma, together with its affiliates, ceases to own at least 5% of the outstanding shares of the Company’s common stock, Fosun Pharma will sell to the Company, and the Company will purchase, Fosun Pharma’s interests in the Joint Ventures, with the Joint Ventures’ limited liability companies continuing under the Company’s sole ownership.

On June 27, 2025, Fosun Pharma, through one of its affiliates, sold 2,854,607 shares of the Company’s common stock and, as a result, Fosun Pharma ceased to own at least 5% of the outstanding shares of the Company’s common stock. Following the closing of such sale, on June 30, 2025, the Company entered into share purchase agreements (the “Purchase Agreements”) with Fosun Industrial, pursuant to which the Company agreed to purchase (i)

Fosun Industrial’s interest in the Hong Kong Joint Venture for aggregate cash consideration in the amount of $3.9 million and (ii) Fosun Industrial’s interest in the Shanghai Joint Venture for aggregate cash consideration in the amount of $3.1 million (the “Joint Venture Repurchases”).

The Joint Venture Repurchases are subject to customary closing conditions, including making applicable regulatory submissions to the People’s Republic of China (“PRC”) State Administration for Market Regulation and submitting required applications to the PRC Ministry of Commerce.

The foregoing description of the Purchase Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements related to the anticipated closing of the Joint Venture Repurchases. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond the Company’s control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond the Company’s control, include the ability of the Company and Fosun Industrial to satisfy certain conditions to closing on a timely basis or at all, as well as other risks described in the section entitled “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2025, and in the Company’s other filings with the SEC, including, without limitation, the Company’s reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs.

The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

Item No.						Exhibit
10.1						Share Purchase Agreement dated June 30, 2025 between the Company and Fosun Industrial, relating to Nature’s Sunshine Hong Kong Limited
10.2						Share Purchase Agreement dated June 30, 2025 between the Company and Fosun Industrial, relating to Shanghai Nature’s Sunshine Health Products Co., Ltd.
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: July 7, 2025			By:			/s/ Nathan G. Brower
						Nathan G. Brower, Executive Vice President, General Counsel and Corporate Secretary

FAQ

When is the call observation date for the GS Autocallable EURO STOXX 50 Notes (GS)?

The single call observation date is 28 July 2027.

How much will investors receive if the notes are automatically called?

If called, holders receive $1,150 per $1,000 face amount (115%) on the 2 August 2027 call payment date.

What happens at maturity if the EURO STOXX 50 Index is below the initial level?

Investors receive only the $1,000 principal; there is no loss of principal but also no positive return.

Why is the estimated value ($885–$915) lower than the $1,000 issue price?

The difference reflects underwriting fees, structuring costs and issuer funding spread embedded in Goldman’s pricing models.

Do the notes pay any periodic interest or coupons?

No. The notes bear no interest; all potential return is delivered via the call premium or upside participation at maturity.

What are the key U.S. tax considerations for these notes?

They are treated as contingent payment debt instruments; holders must accrue ordinary income annually based on a comparable yield, even though no cash is received until redemption.