NATR insider RSU vesting tied to $46.2M EBITDA; tax at $13.75

Rhea-AI Filing Summary

Nature's Sunshine Products (NATR) executive Nathan Brower, EVP and General Counsel, filed a Form 4 reporting equity transactions on 11/04/2025. The filing shows RSU vesting tied to an adjusted EBITDA milestone of $46.2M, resulting in acquisitions of 1,008 and 2,235 common shares at $0.

To cover taxes upon vesting, the company withheld 285 and 700 shares at a price of $13.75. The transactions were reported as Direct ownership and filed by one reporting person.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Brower Nathan G

Role EVP, General Counsel

Type	Security	Shares	Price	Value
Exercise	Common Shares	1,008	$0.00	--
Tax Withholding	Common Shares	285	$13.75	$4K
Exercise	Common Shares	2,235	$0.00	--
Tax Withholding	Common Shares	700	$13.75	$10K

Holdings After Transaction: Common Shares — 49,285 shares (Direct)

Footnotes (1)

1. These shares are vested shares resulting from the achievement of an adjusted EBITDA milestone of $46.2M over a rolling 12-month period pursuant to a July 21, 2022, performance-based restricted stock unit grant to the reporting person. As a result, half of the target vests upon achievement of the target and another half will vest one year following the achievement of such milestone. Represents shares of NATR common stock withheld to pay taxes up on vesting of restricted stock units granted to the reporting person on November 4, 2025. The number of shares withheld was was determined on November 4, 2025, based on the closing price of NATR common stock on that date. These shares are vested shares resulting from the achievement of an adjusted EBITDA milestone of $46.2M over a rolling 12-month period pursuant to an April 20, 2023 performance-based restricted stock unit grant to the reporting person. As a result, half of the target vests upon achievement of the target and another half will vest one year following the achievement of such milestone.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Brower Nathan G

(Last) (First) (Middle)

2901 WEST BLUEGRASS BLVD. #100

(Street)

LEHI UT 84043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATURES SUNSHINE PRODUCTS INC [ NATR ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025

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 Shares	11/04/2025		M		1,008	A	$0	49,285(1)	D
Common Shares	11/04/2025		F		285	D	$13.75	49,000(2)	D
Common Shares	11/04/2025		M		2,235	A	$0	51,235(3)	D
Common Shares	11/04/2025		F		700	D	$13.75	50,535(2)	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. These shares are vested shares resulting from the achievement of an adjusted EBITDA milestone of $46.2M over a rolling 12-month period pursuant to a July 21, 2022, performance-based restricted stock unit grant to the reporting person. As a result, half of the target vests upon achievement of the target and another half will vest one year following the achievement of such milestone.

2. Represents shares of NATR common stock withheld to pay taxes up on vesting of restricted stock units granted to the reporting person on November 4, 2025. The number of shares withheld was was determined on November 4, 2025, based on the closing price of NATR common stock on that date.

3. These shares are vested shares resulting from the achievement of an adjusted EBITDA milestone of $46.2M over a rolling 12-month period pursuant to an April 20, 2023 performance-based restricted stock unit grant to the reporting person. As a result, half of the target vests upon achievement of the target and another half will vest one year following the achievement of such milestone.

Remarks:

	Nathan Brower	11/06/2025
	** 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.
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FAQ

What did NATR’s EVP report on Form 4?

RSU vesting tied to an adjusted EBITDA milestone of $46.2M, acquiring 1,008 and 2,235 shares, with shares withheld for taxes.

Which performance milestone triggered the RSU vesting at NATR?

An adjusted EBITDA milestone of $46.2M over a rolling 12-month period.

How many NATR shares were acquired via RSU vesting?

Two transactions: 1,008 shares and 2,235 shares, each at $0 as vesting events.

How many NATR shares were withheld for taxes and at what price?

285 shares and 700 shares were withheld at $13.75 per share.

Who is the reporting person and their role at NATR?

Nathan Brower, Executive Vice President and General Counsel.

What is the transaction date on the Form 4 for NATR?

The earliest transaction date reported is 11/04/2025.

Is the ownership reported as direct or indirect?

The filing lists the ownership as Direct.