NATURAL HEALTH TRENDS CORP 8-K

What Happened Natural Health Trends Corp (NHTC) filed an 8-K on February 17, 2026, announcing it entered into a share repurchase agreement with the George K. Broady 2012 Irrevocable Trust and the Eleanor Jane Broady 2012 Irrevocable Trust. Under the agreement the company repurchased 2,935,227 common shares at $2.00 per share — about $5.9 million in total — representing roughly 25.5% of the company’s outstanding shares. The transaction was approved by a special committee of the board and funded from the company’s existing cash on hand under its previously authorized $70.0 million share repurchase program.

Key Details

• Repurchase date: February 17, 2026 (agreement filed as Exhibit 10.1).
• Shares repurchased: 2,935,227 common shares (≈25.5% of outstanding).
• Price and total: $2.00 per share; aggregate ≈ $5.9 million.
• Outstanding shares after transaction: 8,577,848 common shares.
• Transaction approved by a special committee and funded from cash on hand; company issued a related press release (Exhibit 99.1).

Why It Matters This is a meaningful reduction in share count — a 25.5% buyback materially changes the company’s outstanding share base and can affect per-share metrics (like earnings or cash per share) going forward. The repurchase was financed from cash on hand and executed under the company’s existing $70M repurchase authorization, indicating management chose to use liquidity to reduce dilution rather than for other uses. Investors should note the new outstanding share count and consider how the buyback impacts valuation and per-share figures in future reporting.