天然阳光产品 2024年度报告

Washington, D.C. 20549_________________________________________ FORM10-K ☒Annual report pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934for the fiscal year endedDecember 31, 2024OR ☐Transition report under Section13 or 15(d)of the Securities Exchange Act of 1934for the transition period fromto.Commission file number001-34483 NATURE’S SUNSHINE PRODUCTS,INC. (Exact name of registrant as specified in its charter) Utah 87-0327982(State or other jurisdiction of(IRS Employerincorporation or organization)Identification No.) 2901 West Bluegrass Blvd.,Suite100Lehi,Utah84043(Address of principal executive offices and zip code)(801)341-7900(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, no par valueNATRNasdaqCapital Market Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yeso No x.Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.YesoNox. Indicate by check mark whether the registrant has (1)filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90 days.Yesx No o. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yesx No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filerx Large accelerated fileroNon-accelerated filero Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No x. The aggregate market value of the voting stock held by non-affiliates of the registrant on June30, 2024 was approximately$183,438,927based on the closing price of $15.07 as quoted by Nasdaq Capital Market on June28, 2024. For the purposes of this disclosureonly, the registrant has assumed that its directors, executive officers, and the beneficial owners of 10% or more of the registrant’s outstandingcommon stock are the affiliates of the registrant. The number of shares of Common Stock, no par value, outstanding on February21, 2025 is18,483,501shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120days after the end of the Registrant’s year ended December31, 2024, are incorporated by reference in PartIII of this Annual Report onForm10-K. NATURE’S SUNSHINE PRODUCTS,INC.FORM10-K For the Year Ended December31, 2024 Table of Contents PartI. Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PartII. Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecuritiesItem 6.[Reserved]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosure