NAII (NAII) CFO awarded 12,000 restricted shares, 4,308 used for taxes

Rhea-AI Filing Summary

NATURAL ALTERNATIVES INTERNATIONAL INC Chief Financial Officer Michael E. Fortin reported compensation-related stock activity. He received a grant of 12,000 shares of common stock as restricted stock under the company’s 2020 Omnibus Incentive Plan. In a related move, 4,308 shares were transferred back to the company at $2.73 per share to cover his tax liability upon vesting of 7,666 restricted shares on March 7, 2026. One-third of the new 12,000-share grant, or 4,000 shares, vests on each of March 7, 2027, March 7, 2028, and March 7, 2029. After these transactions, Fortin directly holds 58,554 common shares and indirectly holds 185 shares through an IRA.

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^*

Fortin Michael E

(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)

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

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)		4,308	D	$2.73	46,554	D
Common Stock	03/06/2026		A(2)		12,000(3)	A	$0	58,554	D
Common Stock								185	I	By IRA

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 4,308 shares to the Issuer as payment of the reporting person's tax liability upon vesting of 7,666 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 (4,000 shares) of the restricted stock vests on March 7, 2027; one third (4,000 shares) of the restricted stock vests on March 7, 2028, and the final third (4,000 shares) of the restricted stock vests on March 7, 2029.

	/s/ Michael E. Fortin	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 insider transactions did NAII CFO Michael E. Fortin report?

Michael E. Fortin reported a grant of 12,000 restricted common shares and a 4,308-share transfer back to the issuer to cover tax liabilities. Both events are compensation-related, tied to the company’s equity incentive plan and restricted stock vesting.

How many NATURAL ALTERNATIVES INTERNATIONAL (NAII) shares does the CFO now hold?

After the reported transactions, Michael E. Fortin directly holds 58,554 shares of common stock and indirectly holds 185 shares through an IRA. These figures come from the updated post-transaction balances disclosed in the Form 4 filing.

Was the NAII CFO’s 4,308-share disposition an open-market sale?

The 4,308-share disposition was not an open-market sale. It was a resale of shares back to the issuer to satisfy tax liabilities arising from the vesting of 7,666 restricted shares, using a closing price of $2.73 per share on March 6, 2026.

What are the vesting terms of the NAII CFO’s new 12,000-share restricted stock grant?

The 12,000-share restricted stock grant vests in three equal installments. One-third, or 4,000 shares, vests on March 7, 2027; another 4,000 shares on March 7, 2028; and the final 4,000 shares on March 7, 2029, subject to plan terms.

Why did the NAII CFO transfer 4,308 shares back to the company?

He transferred 4,308 shares back to the company to pay his tax liability triggered by the vesting of 7,666 restricted shares on March 7, 2026. The transaction used the March 6, 2026 closing stock price of $2.73 per share.