Form 8-K

8-K — NATURAL HEALTH TRENDS CORP

Accession: 0001437749-26-033711

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0000912061

SIC: 5190 (WHOLESALE-MISCELLANEOUS NONDURABLE GOODS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nhtc20260826_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1009252.htm)

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0000912061

2026-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

October 28, 2026

Date of Report (Date of earliest event reported)

NATURAL HEALTH TRENDS CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-36849

59-2705336

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

609 Deep Valley Drive, Suite 395 Rolling Hills Estates, California, 90274

(Address of principal executive offices, including zip code)

(310) 541-0888

(Registrant’s telephone number, including area code)

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))

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 Stock, par value $0.001 per share

NHTC

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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 2.02 Results of Operations and Financial Condition.

On October 28, 2026, Natural Health Trends Corp. issued an earnings release announcing its results for the quarter ended September 30, 2026. The press release is attached hereto as exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Press Release of Natural Health Trends Corp. dated October 28, 2026

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.

Date: October 28, 2026

NATURAL HEALTH TRENDS CORP.

By:

/s/ Timothy S. Davidson

Timothy S. Davidson

Senior Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1009252.htm · Sequence: 2

ex_1009252.htm

Exhibit 99.1

Natural Health Trends Reports Third Quarter 2026 Financial Results

–

Company successfully held its 25th anniversary celebration in Hong Kong in August

–

Active Member count up, revenue steady with prior quarter

–

Operating loss narrowed 57% compared to prior quarter

–

Board of Directors authorized additional stock repurchases, with $15.8 million available

LOS ANGELES – October 28, 2026 – Natural Health Trends Corp. (NASDAQ: NHTC), a leading direct-selling and e-commerce company that markets premium quality personal care, wellness and “quality of life” products under the NHT Global brand, today announced its financial results for the quarter ended September 30, 2026.

Third Quarter 2026 Financial Results

•

Revenue of $7.6 million was steady compared to the $7.6 million in the second quarter of 2026 and declined 20% compared to $9.5 million in the third quarter of 2025.

•

Operating loss was $277,000 compared to $643,000 in the second quarter of 2026 and $495,000 in the third quarter of 2025.

•

Net loss was $232,000, or $0.03 per diluted share, compared to $451,000, or $0.05 per diluted share, in the second quarter of 2026 and $431,000, or $0.04 per diluted share, in the third quarter of 2025.

•

The number of Active Members1 was 27,040 at September 30, 2026 compared to 26,000 at June 30, 2026, 26,650 at December 31, 2025 and 28,030 at September 30, 2025.

Natural Health Trends defines Active Members as those that have placed at least one product order with the Company during the preceding twelve-month period.

Year-to-Date 2026 Financial Results

•

Revenue of $24.4 million decreased 19% compared to $30.0 million in the first nine months of 2025.

•

Operating loss was $1.4 million compared to $1.2 million in the first nine months of 2025.

•

Net loss was $837,000, or $0.09 per diluted share, compared to $294,000, or $0.03 per diluted share, in the first nine months of 2025.

Management Commentary

“Consumer pessimism in our largest market, regulatory uncertainty and previously reported member code of conduct matters continued to weigh on purchasing and member activity. In response, we introduced additional incentives and lower-priced packages, which accounted for most of the year-on-year revenue decline but made our products more accessible and helped support a sequential increase in our Active Member count and steady the top line at the end of the third quarter,” commented Chris Sharng, President of Natural Health Trends Corp

Mr. Sharng continued, “Our 25th anniversary celebration brought together 1,000 attendees from around the world, sharing our vision for the future and building confidence in our business and products. We also launched a new AI-powered marketing and communication app and hosted follow-up appreciation events in three key markets. We continued our restructuring efforts to protect margins and reduce costs, contributing to a 57% reduction in operating loss compared with the preceding quarter. While conditions are still challenging, we remain focused on supporting our members.”

Balance Sheet and Cash Flow

•

Net cash used in operating activities was $3.3 million in the first nine months of 2026 compared to $5.0 million in the first nine months of 2025.

•

Total cash, cash equivalents and marketable securities were $17.6 million at September 30, 2026, down from $28.9 million at December 31, 2025 primarily due to the repurchase of shares of common stock and dividends paid during the first nine months of 2026, as well as cash used in operations.

•

The Company repurchased 28,022 shares of its common stock on the open market for an aggregate purchase price of $27,000 during the third quarter of 2026 and an additional 57,269 shares for an aggregate purchase price of $56,000 in October 2026. The Company’s Board of Directors has since authorized additional share repurchases under its existing stock repurchase program, subject to market conditions and other relevant considerations.

Third Quarter 2026 Financial Results Conference Call

Management will host a conference call to discuss the third quarter 2026 financial results today, Wednesday, October 28, 2026 at 11:30 a.m. Eastern Time. The conference call details are as follows:

Date:

Wednesday, October 28, 2026

Time:

11:30 a.m. Eastern Time / 8:30 a.m. Pacific Time

Dial-in:

1-800-330-6730

Participant ID:

648560

For those unable to participate during the live broadcast, a replay of the call will be available on the Company's Investor Relations website at https://ir.naturalhealthtrendscorp.

About Natural Health Trends Corp.

Natural Health Trends Corp. (NASDAQ: NHTC) is an international direct-selling and e-commerce company operating through its subsidiaries throughout Asia, the Americas, and Europe. The Company markets premium quality personal care products under the NHT Global brand. Additional information can be found on the Company’s website at www.naturalhealthtrendscorp.com.

Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 -- Forward-looking statements in this press release do not constitute guarantees of future performance. Forward-looking statements in this press release include statements relating to the anticipated effect of restructuring activities, including expected operational efficiencies and cost savings resulting therefrom, statements regarding technology investments, future growth and profitability, and statements relating to future dividends, the declaration and payment of which will be at the sole discretion of the Company's Board of Directors. Such forward-looking statements are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those anticipated. Such risks and uncertainties include the risks and uncertainties detailed under the caption “Risk Factors” in Natural Health Trends Corp.’s Annual Report on Form 10-K filed on February 20, 2026 with the Securities and Exchange Commission (SEC), as well as in subsequent reports filed this year with the SEC. The Company assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

CONTACT:

Scott Davidson

Senior Vice President and Chief Financial Officer

Natural Health Trends Corp.

Tel (U.S.): 310-541-0888

investor.relations@nhtglobal.com

NATURAL HEALTH TRENDS CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

September 30, 2026

December 31, 2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

5,818

6,813

Marketable securities

11,767

22,060

Inventories

2,051

2,047

Other current assets

2,326

3,274

Total current assets

21,962

34,194

Property and equipment, net

542

153

Operating lease right-of-use assets

2,423

1,869

Deferred tax asset

289

Other assets

2,045

1,923

Total assets

27,261

38,428

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

1,206

555

Accrued commissions

1,400

1,958

Other accrued expenses

1,188

1,438

Deferred revenue

2,995

5,574

Amounts held in eWallets

2,364

2,838

Operating lease liabilities

833

869

Other current liabilities

343

456

Total current liabilities

10,329

13,688

Deferred tax liability

178

180

Operating lease liabilities

1,751

1,131

Total liabilities

12,258

14,999

Stockholders’ equity:

Preferred stock

—

Common stock

Additional paid-in capital

85,033

Accumulated deficit

(38,989

)

(36,436

)

Accumulated other comprehensive loss

(667

)

(784

)

Treasury stock, at cost

(30,387

)

(24,397

)

Total stockholders’ equity

15,003

23,429

Total liabilities and stockholders’ equity

27,261

38,428

NATURAL HEALTH TRENDS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Net sales

7,560

9,477

24,369

30,027

Cost of sales

1,954

2,490

6,139

7,880

Gross profit

5,606

6,987

18,230

22,147

Operating expenses:

Commissions expense

2,710

3,876

9,674

12,376

Selling, general and administrative expenses

3,173

3,606

9,950

10,944

Total operating expenses

5,883

7,482

19,624

23,320

Loss from operations

(277

)

(495

)

(1,394

)

(1,173

)

Other income, net

112

206

597

1,019

Loss before income taxes

(165

)

(289

)

(797

)

(154

)

Income tax expense

142

140

Net loss

(232

)

(431

)

(837

)

(294

)

Net loss per common share:

Basic

(0.03

)

(0.04

)

(0.09

)

(0.03

)

Diluted

(0.03

)

(0.04

)

(0.09

)

(0.03

)

Weighted average common shares outstanding:

Basic

8,577

11,500

9,094

11,493

Diluted

8,577

11,500

9,094

11,493

NATURAL HEALTH TRENDS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

Nine Months Ended September 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

(837

)

(294

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Net accretion of marketable securities

(46

)

(317

)

Share-based compensation

—

103

Noncash lease expense

799

852

Deferred income taxes

—

139

Changes in assets and liabilities:

Inventories

(25

)

1,161

Other current assets

1,037

682

Other assets

(119

)

(601

)

Accounts payable

619

114

Accrued commissions

(540

)

(314

)

Other accrued expenses

(318

)

Deferred revenue

(2,540

)

(422

)

Amounts held in eWallets

(452

)

(307

)

Operating lease liabilities

(787

)

(858

)

Other current liabilities

(112

)

(5,107

)

Net cash used in operating activities

(3,253

)

(5,038

)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

(447

)

(63

)

Purchases of marketable securities

(14,549

)

(39,011

)

Proceeds from maturities of marketable securities

24,800

51,619

Net cash provided by investing activities

9,804

12,545

CASH FLOWS FROM FINANCING ACTIVITIES:

Repurchase of common stock

(5,898

)

—

Dividends paid

(1,716

)

(6,909

)

Net cash used in financing activities

(7,614

)

(6,909

)

Effect of exchange rates on cash, cash equivalents and restricted cash

206

Net increase (decrease) in cash, cash equivalents and restricted cash

(995

)

804

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period

6,820

13,567

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

5,825

14,371

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Right-of-use assets obtained in exchange for operating lease liabilities

1,391

137

Direct costs incurred to repurchase common stock

—

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