NAI (NAII) CEO Mark LeDoux granted 20,000 shares, with shares used for tax

Rhea-AI Filing Summary

NATURAL ALTERNATIVES INTERNATIONAL INC CEO and Chairman Mark A. LeDoux received a grant of 20,000 shares of common stock as restricted stock under the 2020 Omnibus Incentive Plan. Following this award, his direct holdings increased to 176,737 common shares.

On the same date, 3,484 shares were transferred back to the company at $2.73 per share to pay his tax liability arising from the vesting of 10,667 restricted shares on March 7, 2026, a tax-withholding disposition rather than an open-market sale. The new 20,000-share grant vests in three equal annual installments of 6,667, 6,667 and 6,666 shares on March 7, 2027, 2028 and 2029. He also reports additional indirect holdings through a family limited partnership, an IRA and custodial accounts.

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

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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^*

LEDOUX MARK A

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO/Chairman

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		F(1)		3,484	D	$2.73	156,737	D
Common Stock	03/06/2026		A(2)		20,000(3)	A	$0	176,737	D
Common Stock								481,905	I	By LeDoux Family Limited Partnership
Common Stock								69,416	I	By IRA
Common Stock								7,200	I	By Self as Custodian for Marcelle Jeannette LeDoux
Common Stock								800	I	By Self as Custodian for Jean-Marc Emile LeDoux
Common Stock								7,500	I	By Self as Custodian for Aimee LeDoux

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 resale of 3,484 shares to the Issuer as payment of the reporting person's tax liability upon vesting of 10,667 shares of restricted stock on March 7, 2026, using the closing stock price on March 6, 2026, of $2.73 per share.

2. This transaction represents a grant of restricted stock to the Officer pursuant to the Issuer's 2020 Omnibus Incentive Plan.

3. One third (6,667 shares) of the restricted stock vests on March 7, 2027; one third (6,667 shares) of the restricted stock vests on March 7, 2028, and the final third (6,666 shares) of the restricted stock vests on March 7, 2029.

	/s/ 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.
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FAQ

What insider transaction did NAII CEO Mark LeDoux report on this Form 4?

Mark A. LeDoux reported a grant of 20,000 shares of restricted common stock as compensation. He also reported a separate transfer of 3,484 shares back to the company to satisfy tax obligations related to previously vesting restricted stock.

How many NAII shares does Mark LeDoux hold directly after these transactions?

After these transactions, Mark A. LeDoux directly holds 176,737 shares of NATURAL ALTERNATIVES INTERNATIONAL INC common stock. This figure reflects the 20,000-share restricted stock grant and the 3,484-share tax-withholding disposition reported in the Form 4 filing.

Was the 3,484-share disposition by NAII’s CEO an open-market sale?

No, the 3,484-share disposition was not an open-market sale. The shares were resold to the issuer at $2.73 per share to pay the CEO’s tax liability arising from the vesting of 10,667 restricted shares on March 7, 2026.

What are the vesting terms of the 20,000 restricted NAII shares granted to the CEO?

The 20,000 restricted shares vest in three annual installments. One third, or 6,667 shares, vests on March 7, 2027; another 6,667 shares vest on March 7, 2028; and the remaining 6,666 shares vest on March 7, 2029.

Does Mark LeDoux have indirect holdings of NAII stock in addition to his direct shares?

Yes, Mark A. LeDoux also reports indirect ownership of common stock. These indirect holdings are through the LeDoux Family Limited Partnership, an IRA, and custodial accounts for family members, in addition to his directly held 176,737 shares.

What plan governed the restricted stock grant to NAII’s CEO?

The restricted stock grant to Mark A. LeDoux was made under NATURAL ALTERNATIVES INTERNATIONAL INC’s 2020 Omnibus Incentive Plan. This plan provides for equity-based awards, including the 20,000-share restricted stock grant reported in the Form 4 filing.