Stockholders' Equity

3 Months Ended

Sep. 30, 2025

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

During the three months ended September 30, 2025 and 2024, the Company issued 0.5 million and 0.1 million shares of common stock, respectively, under Company stock plans. During the three months ended September 30, 2025 and 2024, the Company issued zero shares of common stock upon the exercise of stock options. During the three months ended September 30, 2025 and 2024, 0.3 million and 48,000 shares of restricted stock, respectively, were canceled or surrendered as payment of tax withholding upon vesting of equity awards.

On February 17, 2022, the Company’s board of directors (the “Board of Directors”) approved an amendment to its then-existing share repurchase program to increase the authorized share repurchase amount from $35.0 million to $60.0 million. On June 12, 2023, the Board of Directors approved an amendment to extend the duration of the repurchase program period to December 31, 2026. During the three months ended September 30, 2025, the Company purchased 44,000 shares of common stock at an aggregate price of $0.6 million under this repurchase program. During the three months ended September 30, 2024, the Company purchased 0.1 million shares of common stock at an aggregate price of $1.1 million under this repurchase program. At September 30, 2025, there was $16.7 million remaining under this repurchase program.

On August 30, 2023, the Board of Directors approved a stockholder rights agreement (the “Rights Plan”) and declared a dividend of one right for each outstanding share of common stock to stockholders of record on September 11, 2023. Each right entitled holders to purchase one newly issued share of preferred stock at an exercise price of $20 per right, subject to adjustment. Initially, the rights were not exercisable and traded with shares of the Company’s common stock.

In general, the rights would have become exercisable following a public announcement that a person acquires 12% (or, in the case of passive investors, 20%) or more of the outstanding shares of the Company’s common stock. If a person became an acquiring person, each holder of rights (except the acquiring person) would have had the right to purchase, for the purchase price, a number of shares of the Company’s common stock at a 50% discount to the then-current trading price. Rather than allowing the rights to be exercised in those circumstances, the Board of Directors could exchange each right, other than the rights owned by the acquiring person, for a share of the Company’s common stock. The agreement provided for exceptions and additional terms for other certain situations and circumstances.

The Rights Plan was intended to protect the interests of LifeVantage and its stockholders by reducing the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium and expired on August 28, 2024. There was no impact to the Company’s Consolidated Financial Statements.

The Company’s Certificate of Incorporation authorizes the issuance of preferred stock. However, as of September 30, 2025, none have been issued nor have any rights or preferences been assigned to the preferred stock by the Board of Directors.

Dividends

In August 2025, the Board of Directors declared a quarterly cash dividend of $0.045 per share of common stock that was paid on September 16, 2025 to stockholders of record on September 8, 2025. Cash dividends for the three months ended September 30, 2025 totaled $0.6 million. Cash dividends for the three months ended September 30, 2024 totaled $0.5 million, or $0.04 per share of common stock.

The declaration of dividends is subject to the discretion of the Board of Directors and will depend upon various factors, including the Company’s earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by the Board of Directors.