nhtc20260211_8k.htm
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
February 17, 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))
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.
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 |
Item 1.01 Entry Into a Material Definitive Agreement.
On February 17, 2026, Natural Health Trends Corp. (the “Company”) entered into a share repurchase agreement (the “Repurchase Agreement”) with the George K. Broady 2012 Irrevocable Trust and the Eleanor Jane Broady 2012 Irrevocable Trust (collectively, the “Sellers”).
Pursuant to the Repurchase Agreement, the Company has repurchased 2,935,227 shares of its common stock, representing approximately 25.5% of the Company’s outstanding shares, at a purchase price of $2.00 per share, for an aggregate purchase price of approximately $5.9 million. The transaction was reviewed and approved by a special committee of the Company’s board of directors.
The repurchase, funded from the Company’s existing cash on hand, was effected pursuant to the Company’s previously authorized $70.0 million share repurchase program. Following completion of the transaction, the Company will have 8,577,848 shares of common stock outstanding.
The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Repurchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On February 17, 2026, the Company issued a press release announcing the repurchase described in this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |
| 99.1 Press Release of Natural Health Trends Corp. dated February 17, 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: February 17, 2026
| | NATURAL HEALTH TRENDS CORP. | |
| | | |
| | | |
| | By: | /s/ Timothy S. Davidson |
| | | Timothy S. Davidson |
| | | Senior Vice President and Chief Financial Officer |