NAII (NAII) director receives 8,000-share restricted stock grant, now holds 42,000

Rhea-AI Filing Summary

Matherly Laura Kay reported acquisition or exercise transactions in this Form 4 filing.

NATURAL ALTERNATIVES INTERNATIONAL INC granted director Laura Kay Matherly 8,000 shares of restricted common stock as compensation under its 2020 Omnibus Incentive Plan. One-third of the award, or 2,667 shares, vests on March 7, 2027, another 2,667 shares on March 7, 2028, and the remaining 2,666 shares on March 7, 2029. After this grant, she directly holds 42,000 common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Matherly Laura Kay

(Last) (First) (Middle)

1535 FARADAY AVENUE

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATURAL ALTERNATIVES INTERNATIONAL INC [ NAII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/06/2026		A(1)		8,000(2)	A	$0	42,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction represents a grant of restricted stock to an outside Director pursuant to the Issuer's 2020 Omnibus Incentive Plan.

2. One third (2,667 shares) of the restricted stock vests on March 7, 2027; one third (2,667 shares) of the restricted stock vests on March 7, 2028, and the final third (2,666 shares) of the restricted stock vests on March 7, 2029.

	/s/ Laura Kay Matherly By Kenneth E. Wolf Attorney in Fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the NAII Form 4 report for director Laura Kay Matherly?

The Form 4 reports that director Laura Kay Matherly received a grant of 8,000 shares of restricted common stock as compensation under NAII’s 2020 Omnibus Incentive Plan, increasing her direct holdings to 42,000 shares of common stock.

Is the NAII (NAII) insider transaction a purchase or a grant?

The NAII transaction is a grant/award acquisition, not an open-market purchase. The filing classifies it with transaction code A, indicating a compensation-related award of restricted stock at a price of $0.0000 per share.

How do the NAII restricted stock vesting dates work for this grant?

The 8,000-share restricted stock grant vests over three years. 2,667 shares vest on March 7, 2027, another 2,667 on March 7, 2028, and the final 2,666 shares vest on March 7, 2029, subject to continued service conditions.

What plan governs the NAII restricted stock granted to the director?

The restricted stock was granted under NAII’s 2020 Omnibus Incentive Plan. This plan allows the company to provide equity-based awards, such as restricted stock, to directors and other eligible participants as part of their overall compensation structure.

How many NAII shares does the director own after this Form 4 transaction?

After receiving the 8,000 restricted shares, director Laura Kay Matherly directly holds 42,000 shares of NAII common stock. This total reflects her position following the reported grant, as disclosed in the Form 4 ownership table.

Does the NAII Form 4 show any stock sales or dispositions by the director?

The Form 4 shows no sales or dispositions by the director. It reports a single acquisition transaction coded A, representing a grant of restricted stock, with no corresponding sell, gift, or tax-withholding entries in the filing.