Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36849 NATURAL HEALTH TRENDS CORP. (Exact name of registrant as specified in its charter) (State or other jurisdict ...

Core Viewpoint - Natural Health Trends Corp. has entered into an agreement to repurchase all shares owned by the George K. Broady family, representing approximately 25.5% of the company's outstanding shares, for about $5.9 million at $2.00 per share, which is part of a larger $70 million share repurchase program [1][2][3]. Group 1 - The George K. Broady 2012 Irrevocable Trust and the Eleanor Jane Broady 2012 Irrevocable Trust held 2,935,227 shares prior to the transaction, which the company has now repurchased [2]. - Following the repurchase, the total number of outstanding shares will be 8,577,848, and the company expects to have approximately $16 million remaining for future repurchases under the program [2][3]. - The repurchase is expected to reduce annual dividend requirements by approximately $1.2 million based on the current dividend rate [3]. Group 2 - The transaction was described as an efficient way to retire a large block of shares, addressing stock overhang and significantly reducing shares outstanding [4]. - The company emphasized that the shares repurchased were not part of the public float, and an open market sale would have been disruptive [5]. - The company remains committed to financial discipline, focusing on growing free cash flow, maintaining a healthy balance sheet, and returning cash to shareholders through dividends [5]. Group 3 - Natural Health Trends Corp. operates as an international direct-selling and e-commerce company, marketing premium personal care products under the NHT Global brand [6].

"This privately negotiated transaction allows us to efficiently retire a large block of shares in a single, orderly transaction at an attractive price, addressing the perceived stock overhang and significantly reducing our shares outstanding," said Chris Sharng, President of Natural Health Trends Corp.  Mr. Sharng added, "We value the long-standing relationship with Mr. Broady and his family and appreciate their support of the Company over many years. I am grateful to Mr. Broady for his friendship, advice a ...

Core Insights - Natural Health Trends Corp. (NHTC) shares increased by 2.1% following the earnings report for Q4 2025, outperforming the S&P 500 Index, which declined by 0.2% during the same period [1] Financial Performance - For Q4 2025, NHTC reported a revenue decline of 10.1% year-over-year to $9.7 million from $10.8 million, although there was a sequential sales increase of 3% from Q3 [2] - The operating loss widened to $0.6 million from $0.4 million in the prior-year period, and the net loss was $0.6 million, or $0.05 per diluted share, compared to a net income of $0.2 million, or $0.02 per diluted share, in Q4 2024 [2] - For the full year 2025, revenue decreased by 7.4% to $39.8 million from $42.9 million in 2024, with an expanded operating loss of $1.8 million compared to $1.3 million in 2024 [3] Key Business Metrics - Gross profit for Q4 was $7.1 million, down 11.7% from $8 million a year ago, with a gross margin of 73.9%, slightly below 74.2% in the prior-year period [4] - Commissions expense decreased by 13.7% to $3.9 million from $4.5 million in Q4 2024, improving as a percentage of net sales to 40.3% from 41.9% [5] - Active Members declined by 13.7% year-over-year to 26,650 as of Dec. 31, 2025, from 30,870 a year earlier, indicating challenges in distributor engagement [6] Balance Sheet and Cash Flow - Total cash, cash equivalents, and marketable securities were $28.9 million at year-end, down from $32 million as of Sept. 30, 2025 [7] - Net cash used in operating activities was $5.9 million for the full year, compared to $3.4 million in 2024, with $9.2 million paid in dividends during 2025 [7] Management Commentary - Management characterized Q4 2025 results as showing early signs of stabilization despite a challenging macroeconomic environment, highlighting a 3% sequential revenue increase and improved reorder percentages [8] - Growth was noted in markets such as Taiwan and Peru, with Japan and Colombia also showing strong increases throughout the year [8] Strategic Initiatives - Restructuring initiatives significantly influenced quarterly results, including relocating about 40% of product sourcing from America to East Asia to mitigate tariff uncertainties [10] - Restructuring-related charges totaled $283,000 in Q4, and excluding these charges, the operating loss would have been $352,000, indicating some underlying improvement in cost structure [11] Future Outlook - Management anticipates realizing approximately $1.5 million in annualized cost savings from restructuring during 2026, with confidence that cost reductions and anniversary-driven initiatives could enhance performance [12] - A quarterly cash dividend of $0.10 per share was declared, reflecting management's commitment to returning capital to shareholders despite operational challenges [13]

Product Launch and Market Strategy - The company prelaunched a new Korean formulated moisturizing skin care series called Soo:vea in Hong Kong, featuring a 4-step line aimed at skin barrier repair and hydration [1] - A limited edition anti-aging cream was unveiled during a celebratory event in Sweden to honor 10 years of success [1] - The company is focused on rolling out new products globally and enhancing member engagement through new marketing initiatives [2] Financial Performance - In Q3 2025, net sales decreased by 11% to $9.5 million compared to Q3 2024, with orders declining by 5% year-over-year [4] - Sales in Hong Kong, which accounted for 82% of total sales, declined by 8% year-over-year, or 4% when excluding the impact of product promotions [5] - Gross profit margin for Q3 was 73.7%, down from 74.1% the previous year, attributed to inventory write-offs related to discontinued products [5] Cost Management and Restructuring - The company is executing a major restructuring plan expected to yield $1.5 million in annualized savings by mid-2026, which includes a workforce reduction of approximately 10% [3][10] - A one-time charge of approximately $250,000 is anticipated in Q4 due to restructuring efforts, alongside a reduction in the quarterly cash dividend to $0.10 per share starting next year [3] Cash Flow and Dividend - Net cash used in operating activities was $5 million during the first nine months of 2025, compared to $3.5 million in the same period last year [8] - Total cash, cash equivalents, and marketable securities decreased to $32 million as of September 30, down from $43.9 million at the end of 2024 [9] - A cash dividend of $0.20 per share was declared, payable on November 28 to stockholders of record as of November 18 [9]

Core Viewpoint - Natural Health Trends Corp is conducting its Fourth Quarter and Full Year 2025 Earnings Conference Call, indicating a focus on financial performance and future outlook [2]. Group 1: Company Overview - The call is led by Michelle Glidewell, Senior Manager of NHT Global Corp, highlighting the company's leadership structure [2]. - Chris Sharng, President of Natural Health Trends, is also involved in the call, suggesting a collaborative approach to discussing the company's performance [4]. Group 2: Forward-Looking Statements - The company acknowledges that statements made during the call may include forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, indicating a focus on future results and potential uncertainties [3]. - Actual results may differ materially from those anticipated due to various factors, emphasizing the importance of understanding the risks associated with forward-looking statements [3].

Financial Data and Key Metrics Changes - In the 4th Quarter, revenue was $9.7 million, a 3% increase from $9.5 million in the 3rd Quarter, but a 10% decline from $10.8 million in the 4th Quarter of the previous year [6] - Gross profit margin was 72.9% in the 4th Quarter, down from 74.2% in the same quarter last year, primarily due to inventory write-offs [7] - Net loss for the 4th Quarter was $588,000, or $0.05 per diluted share, compared to net income of $176,000, or $0.02 per diluted share in the 4th Quarter of 2024 [8] Business Line Data and Key Metrics Changes - Reorders as a percentage of total orders increased in the largest market compared to 2024, and sales of Q-rated product bundles rose 10% for the Full Year [3] - The company saw growth in Taiwan and Peru during the 4th Quarter, with Japan and Colombia achieving strong increases throughout the year [3] Market Data and Key Metrics Changes - Revenue in the primary market of Greater China increased by 2% compared to the 3rd Quarter [6] Company Strategy and Development Direction - The company is focusing on improving operational efficiency through restructuring initiatives, including relocating 40% of product sourcing from America to East Asia to reduce tariff uncertainty [4] - The company plans to celebrate its 25th anniversary in 2026 with special programs and events, aiming to leverage this milestone for renewed momentum [4] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to support goals in an evolving global environment, emphasizing a strong product portfolio and renewed focus on execution [5] - The company expects to realize significant cost savings of approximately $1.5 million during 2026, positioning itself towards profitability and improved performance [10] Other Important Information - Total cash, cash equivalents, and marketable securities were $28.9 million at December 31, down from $32 million at September 30, primarily due to dividend payments and cash used in operations [9] - The board of directors declared a quarterly cash dividend of $0.10 per share, payable on February 27 to stockholders of record as of February 17 [10] Summary of Q&A Session - The call concluded without a Q&A session, as indicated by the operator's closing remarks [12]

Financial Data and Key Metrics Changes - In the 4th Quarter, revenue was $9.7 million, a 3% increase from $9.5 million in the 3rd Quarter, but a 10% decline from $10.8 million in the 4th Quarter of the previous year [6] - Gross profit margin was 72.9% in the 4th Quarter, down from 74.2% in the same quarter last year, primarily due to inventory write-offs [7] - Net loss for the 4th Quarter was $588,000, or $0.05 per diluted share, compared to net income of $176,000, or $0.02 per diluted share in the 4th Quarter of 2024 [8] Business Line Data and Key Metrics Changes - Reorders as a percentage of total orders increased in the largest market compared to 2024, and sales of curated product bundles rose 10% for the Full Year [3] - Commissions expenses as a percentage of net sales for the 4th Quarter were 40.3%, down from 41.9% a year ago [7] - Selling general and administrative expenses were $3.8 million for the 4th Quarter, a slight decrease from $3.9 million a year ago [8] Market Data and Key Metrics Changes - Revenue in the primary market of Greater China increased by 2% compared to the 3rd Quarter, with notable growth in Taiwan and Peru during the 4th Quarter [6][3] - Japan and Colombia achieved strong increases throughout the year, contributing positively to overall performance [3] Company Strategy and Development Direction - The company is focusing on improving operational efficiency through restructuring initiatives, including relocating 40% of product sourcing to East Asia to reduce tariff uncertainty [4] - The company anticipates realizing approximately $1.5 million in annualized cost savings during 2026, which is expected to enhance profitability and performance [10] - Celebrating its 25th anniversary in 2026, the company plans special programs and events to leverage this milestone for renewed momentum [4] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to support goals in an evolving global environment, emphasizing a strong product portfolio and renewed focus on execution [5] - The management highlighted the importance of member engagement and ongoing demand for core products as key drivers for future growth [3] Other Important Information - Total cash, cash equivalents, and marketable securities were $28.9 million at the end of the year, down from $32 million at the end of the previous quarter [9] - The company paid out $9.2 million in dividends for the full year of 2025, reaffirming its commitment to returning capital to stockholders [9][10] Q&A Session Summary - No specific questions or answers were provided in the content, thus this section is not applicable.

Financial Data and Key Metrics Changes - In Q4 2025, revenue was $9.7 million, a 3% increase from $9.5 million in Q3 2025, but a 10% decline from $10.8 million in Q4 2024 [6] - Gross profit margin was 72.9% in Q4 2025, down from 74.2% in Q4 2024, primarily due to inventory write-offs [6] - Net loss for Q4 2025 was $588,000, or $0.05 per diluted share, compared to net income of $176,000, or $0.02 per diluted share in Q4 2024 [7] Business Line Data and Key Metrics Changes - Sales of Q-rated product bundles increased by 10% for the full year 2025, indicating strong member engagement and demand for core products [3] - Commissions expenses as a percentage of net sales for Q4 2025 were 40.3%, down from 41.9% a year ago [6] Market Data and Key Metrics Changes - Revenue in the primary market of Greater China increased by 2% compared to Q3 2025, with notable growth in Taiwan and Peru during Q4 2025 [6] - Japan and Colombia also achieved strong increases throughout the year [3] Company Strategy and Development Direction - The company is focusing on improving operational efficiency through restructuring initiatives, including relocating 40% of product sourcing from America to East Asia [4] - The company anticipates realizing approximately $1.5 million in annualized cost savings during 2026, which is expected to enhance profitability and performance [9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to support long-term goals in an evolving global environment, emphasizing a strong product portfolio and renewed focus on execution [5] - The upcoming 25th anniversary is viewed as a catalyst for renewed momentum across products and business [4] Other Important Information - Total cash, cash equivalents, and marketable securities were $28.9 million at December 31, 2025, down from $32 million at September 30, 2025 [8] - The board of directors declared a quarterly cash dividend of $0.10 per share, payable on February 27, 2026 [9] Q&A Session Summary - No specific questions or answers were provided in the content regarding the Q&A session. The call concluded without further inquiries [11]

Revenue and Sales Performance - Revenue for Q4 2025 was $9.7 million, a 3% increase sequentially from $9.5 million in Q3 2025, but a 10% decrease year-over-year from $10.8 million in Q4 2024[5] - Full year 2025 net sales were $39.8 million, a 7% decrease compared to $43.0 million in 2024[5] Membership and Active Users - Active Members decreased to 26,650 as of December 31, 2025, down from 28,030 at September 30, 2025, and 30,870 at December 31, 2024[5] Profitability and Loss - Operating loss for Q4 2025 was $635,000, compared to $495,000 in Q3 2025 and $421,000 in Q4 2024; excluding restructuring charges, the loss would have been $352,000[5] - Net loss for Q4 2025 was $588,000, or $0.05 per diluted share, compared to a net loss of $431,000, or $0.04 per diluted share, in Q3 2025, and net income of $176,000, or $0.02 per diluted share, in Q4 2024[5] - Net income for 2025 was $(882) million, a decrease from $572 million in 2024[18] Cash Flow and Liquidity - Total cash, cash equivalents, and marketable securities were $28.9 million as of December 31, 2025, down from $32.0 million as of September 30, 2025[11] - Operating cash flow for Q4 2025 was a net outflow of $959,000, compared to a net inflow of $88,000 in Q4 2024[11] - Net cash used in operating activities increased to $(5,997) million in 2025 from $(3,367) million in 2024[18] - Total cash, cash equivalents, and restricted cash decreased to $6,820 million at the end of 2025 from $13,567 million at the end of 2024[18] Dividends and Shareholder Returns - The company declared a quarterly cash dividend of $0.10 per share, payable on February 27, 2026[11] - Dividends paid remained consistent at approximately $(9,210) million for both 2025 and 2024[18] Inventory and Assets - Inventories increased to $1,274 million in 2025 from $1,000 million in 2024[18] - Other current assets showed a significant change, increasing to $1,224 million in 2025 from $(113) million in 2024[18] - Right-of-use assets obtained in exchange for operating lease liabilities rose to $487 million in 2025 from $124 million in 2024[18] Cost Management and Restructuring - The company expects to realize $1.5 million in annualized cost savings from restructuring initiatives that are substantially complete[4] - The company relocated about 40% of its product sourcing base from America to East Asia to reduce tariff uncertainty and streamline logistics[4] Cash Flow from Investments - Cash flows from investing activities provided $8,148 million in 2025, contrasting with $(30,075) million used in 2024[18] - Purchases of marketable securities decreased to $(50,742) million in 2025 from $(70,431) million in 2024[18] Foreign Exchange Impact - The effect of exchange rates on cash resulted in a gain of $312 million in 2025 compared to $5 million in 2024[18]