NATURES SUNSHINE PRODUCTS INC

In addition to the information set forth in this report, you should carefully consider the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could have a material adverse effect on our business or consolidated financial statements, results of operations and cash flows. Additional risks not currently known, or risks that are currently believed to be not material, may also impair business operations. There have been no material changes to our risk factors since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025, except as follows:

Our global operations are subject to numerous laws and regulations relating to trade restrictions and export controls and failure to comply with such rules could adversely affect our business.

Our global operations are subject to numerous trade and economic sanctions and other restrictions imposed by the U.S., the EU and other governments and organizations. The U.S. Departments of Justice, Commerce, State and Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws and other federal statutes and regulations, including those established by the Office of Foreign Assets Control (“OFAC”). Under these laws and regulations, as well as other anti-corruption laws, anti-money-laundering laws, export control laws, customs laws, sanctions laws and other laws governing our operations, various government agencies may require export licenses, may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and modifications to compliance programs, which may increase compliance costs and may subject us to fines, penalties and other sanctions. A violation of these laws, regulations, policies or procedures could adversely impact our business, results of operations and financial condition.

For example, in November 2024 we began an internal investigation regarding our past compliance with relevant U.S. trade controls and made an initial voluntary self-disclosure of apparent trade controls violations to the U.S. Department of Commerce's Bureau of Industry and Security (“BIS”). In addition, in April 2025 we filed an initial voluntary self-disclosure with OFAC relating to the same internal investigation. Following our internal investigation, we filed final voluntary self-disclosures with BIS and OFAC on September 5, 2025. We received a response from BIS closing the matter without further action. The voluntary self-disclosure with OFAC remains pending. We estimate that such potential violations represented less than one percent of our net revenue in each of our last three fiscal years. An unfavorable outcome of this matter may include fines or penalties imposed in response to our voluntary self-disclosures. While we believe the amount of any fines or penalties would not be material to our financial condition and results of operations, we are unable to predict the outcome or to reasonably estimate the time it may take to resolve these matters.

Although we have implemented policies and procedures in these areas, we cannot assure you that our policies and procedures are sufficient or that directors, officers, employees, representatives, manufacturers, suppliers and agents have not engaged and will not engage in conduct in violation of such policies and procedures.

We depend on our independent consultants and other independent sales representatives, and the loss of key individuals, or corrective or remedial actions we take involving them, has adversely affected and could continue to adversely affect our sales.

Our success depends on our ability to attract, retain and motivate independent consultants and other independent sales representatives. A relatively small number of these individuals and their extensive sales organizations account for a significant portion of our revenue in certain markets. The loss or inactivity of any of these individuals could reduce activity in, or cause disruption to, their sales organizations.

We may also take corrective or remedial action when we identify activities by independent consultants that are inconsistent with our policies. Such actions, including restricting or terminating their activities, may disrupt the activities of the affected sales organization and could adversely affect our sales and results of operations.

We have experienced sales disruption resulting in part from corrective or remedial actions involving independent consultants. For example, net sales in China decreased 48.8 percent, for the three months ended September 30, 2026, compared to the same period in 2025. The decrease reflected several factors, including the passing of two key sales representatives, and restrictions we imposed on another sales representative whose activities we deemed inconsistent with our policies. We cannot assure you that the affected sales organizations will recover or that net sales in China will return to prior levels. Similar corrective or remedial actions could adversely affect our sales and results of operations in the future.