natr-20260511
2901 West Bluegrass Blvd., Suite 100
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): May 11, 2026
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.) | ||||||||||||
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||||
Resignation of Chief Financial Officer
On May 8, 2026, L. Shane Jones notified Nature’s Sunshine Products, Inc. (the “Company”) that he is resigning as the Company’s Chief Financial Officer effective June 5, 2026. As the Company’s Chief Financial Officer, Mr. Jones also served as the Company’s Principal Financial Officer. Mr. Jones’ resignation was not the result of any disagreement with the Company on any matter relating to the Company’s financial reporting or accounting policies, procedures, estimates, or judgments.
Appointment of Principal Financial Officer
On May 8, 2026, Mr. Jonathan D. Lanoy was appointed to serve as the Company’s Interim Principal Financial Officer. Mr. Lanoy, 51, currently serves as the Company’s Senior Vice President, Chief Accounting Officer, and Principal Accounting Officer, positions in which he has served since January 24, 2023. Prior to that he served as the Company’s Vice President of Finance and Corporate Controller since February 2017, and in various other positions in the finance department of the Company since 2008. Before joining the Company, Mr. Lanoy was an assurance manager at the public accounting firm of Ernst & Young. Mr. Lanoy is a Certified Public Accountant and holds a Masters of Professional Accountancy and a Bachelor of Arts degree in Accounting from Weber State University.
Mr. Lanoy and the Company previously entered into an employment agreement (the “Employment Agreement”) pursuant to which Mr. Lanoy will receive an annual base salary of $301,551 and have a target annual bonus percentage of 50 percent of his base salary. The Employment Agreement also provides that Mr. Lanoy will receive the following benefits if his employment is terminated by the Company without Cause, if he resigns with Good Reason, or if his employment is terminated as a result of his death or Incapacity:
•payment of all accrued and unpaid base salary through the date of his termination and reimbursement of any unreimbursed expenses (“Accrued Pay”);
•monthly severance payments equal to one-twelfth of his annual base salary for a period of 12 months; and
•reimbursement for the costs he incurs for continuation of his health insurance coverage under COBRA for a period of 12 months.
The terms Cause, Good Reason and Incapacity are defined in the Employment Agreement. The severance benefits described above, other than the Accrued Pay, are subject to Mr. Lanoy executing a release in favor of the Company and complying with the restrictive covenants set forth in the Employment Agreement, including a covenant not to compete with the Company for a period of 12 months following the termination of his employment with the Company.
The description of the terms and provisions of the Employment Agreement set forth above is qualified in its entirety by reference to the actual Employment Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
There is no arrangement or understanding between Mr. Lanoy and any other person pursuant to which he was selected as an officer of the Company. Mr. Lanoy has no family relationship (within the meaning of Item 401(d) of Regulation S-K) with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. There has been no transaction since the beginning of the Company’s last fiscal year, and there is no currently proposed transaction, in excess of $120,000 in which the Company is or was a participant and in which Mr. Lanoy or any of his immediate family members (within the meaning of Item 404 of Regulation S-K) had or will have a direct or indirect material interest.
Item 9.01 Financial Statements and Exhibits
| Item No. | Exhibit | |||||||
| 10.1 | ||||||||
| 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: May 11, 2026 | By: | /s/ Nathan G. Brower | ||||||
| Nathan G. Brower, Executive Vice President, General Counsel and Corporate Secretary | ||||||||