Natures Sunshine (NATR) CAO awarded RSUs as EBITDA target vests

Rhea-AI Filing Summary

Natures Sunshine Products senior vice president and chief accounting officer Jonathan David Lanoy reported compensation-related equity activity in company common shares. He exercised derivative awards to acquire 913 shares and had 312 shares withheld at $25.06 per share to cover taxes on vesting, with no open-market sale. He also received a grant of 5,415 restricted stock units, each equal to one common share, which vest in three equal annual installments through March 6, 2029. A portion of his shares vested after the company achieved an adjusted EBITDA milestone of $48M over a rolling 12-month period, and he now directly holds 52,249 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

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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^*

Lanoy Jonathan David

(Last) (First) (Middle)

2901 W. BLUEGRASS BLVD.

STE 500

(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)
	SVP, Chief Accounting 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 Shares	03/06/2026		M		913	A	$0(1)	47,146	D
Common Shares	03/06/2026		F		312	D	$25.06(2)	46,834	D
Common Shares	03/06/2026		A		5,415	A	$25.06(3)	52,249	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 $48M over a rolling 12-month period pursuant to a March 11, 2024, 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 upon vesting of restricted stock units granted to the reporting person on March 6, 2026. The number of shares withheld was determined on March 6, 2026, based on the closing price of NATR common stock on that date.

3. These shares are in the form of restricted stock units (RSUs). Each RSU represents the right to receive one share of NATR common stock. These RSUs vest in three equal annual installments from the initial grant date through March 6, 2029.

Remarks:

	/s/ Nathan G. Brower as attorney-in-fact for Jonathan D. Lanoy	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).
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FAQ

What insider transactions did NATR executive Jonathan David Lanoy report?

Jonathan David Lanoy reported equity compensation activity, including exercising derivative awards for 913 common shares, a tax-withholding disposition of 312 shares at $25.06, and a grant of 5,415 restricted stock units, each convertible into one NATR common share over time.

How many NATR shares does Jonathan David Lanoy hold after these Form 4 transactions?

After the reported transactions, Lanoy directly holds 52,249 NATR common shares. This reflects his updated ownership following the option exercise, tax-withholding share disposition, and new restricted stock unit grant disclosed in the filing for March 6, 2026.

What performance milestone triggered vesting for Jonathan David Lanoy’s NATR shares?

Vesting was triggered by an adjusted EBITDA milestone of $48M. The milestone was measured over a rolling 12-month period under a March 11, 2024 performance-based restricted stock unit grant, causing half the target to vest when achieved and another half one year later.

How are Jonathan David Lanoy’s new NATR RSUs scheduled to vest?

The new restricted stock units vest in three equal annual installments. Each RSU equals one share of NATR common stock, with vesting occurring annually from the initial grant date through March 6, 2029, aligning compensation with longer-term company performance.

Why were 312 NATR shares withheld from Jonathan David Lanoy on March 6, 2026?

312 shares were withheld to pay taxes on vested restricted stock units. The withholding amount was determined on March 6, 2026 using the closing price of NATR common stock of $25.06 per share, rather than being sold in the open market.