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  4. [Form 4] NATURES SUNSHINE PRODUCTS INC Insider Trading Activity

Natures Sunshine (NATR) CMO nets shares after RSU vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Natures Sunshine Products Global Chief Marketing Officer Kevin Gregory Fuller reported routine equity compensation activity. He exercised awards tied to restricted stock units to acquire 1,677 common shares and had 573 shares withheld to cover taxes.

Following these transactions, Fuller directly holds 23,137 common shares. The vesting was triggered by the company achieving an adjusted EBITDA milestone of $52 million over a rolling 12‑month period under a performance-based restricted stock unit grant.

Positive

  • None.

Negative

  • None.
Insider Fuller Kevin Gregory
Role Global Chief Marketing Officer
Type Security Shares Price Value
Exercise Common Shares 1,677 $0.00 --
Tax Withholding Common Shares 573 $25.915 $15K
Holdings After Transaction: Common Shares — 23,137 shares (Direct, null)
Footnotes (1)
  1. These shares are vested shares resulting from the company's achievement of an adjusted EBITDA milestone of $52M over a rolling 12-month period pursuant to a March 10, 2025, 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 upon vesting of restricted stock units granted to the reporting person on May 5, 2026. The number of shares withheld was determined on May 5, 2026, based on the closing price of NATR common stock on that date.
Shares acquired via vesting 1,677 shares Common Shares acquired through exercise/vesting on May 5, 2026
Shares withheld for taxes 573 shares Common Shares withheld to cover tax liability on May 5, 2026
Post-transaction holdings 23,137 shares Total Common Shares directly owned after transactions
Tax withholding price $25.915 per share Price used for 573-share tax withholding disposition
Performance milestone $52M adjusted EBITDA Rolling 12‑month target triggering RSU vesting
adjusted EBITDA financial
"company's achievement of an adjusted EBITDA milestone of $52M over a rolling 12-month period"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
performance-based restricted stock unit financial
"pursuant to a March 10, 2025, performance-based restricted stock unit grant to the reporting person"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
withheld to pay taxes financial
"Represents shares of NATR common stock withheld to pay taxes upon vesting of restricted stock units"
rolling 12-month period financial
"achievement of an adjusted EBITDA milestone of $52M over a rolling 12-month period"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Fuller Kevin Gregory
(Last)(First)(Middle)
2901 W. BLUEGRASS BLVD.
SUITE 100
(Street)
LEHI UTAH 84043
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NATURES SUNSHINE PRODUCTS INC [ NATR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Global Chief Marketing Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares05/05/2026M1,677A$0(1)23,137D
Common Shares05/05/2026F573D$25.915(2)22,564D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares are vested shares resulting from the company's achievement of an adjusted EBITDA milestone of $52M over a rolling 12-month period pursuant to a March 10, 2025, 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 May 5, 2026. The number of shares withheld was determined on May 5, 2026, based on the closing price of NATR common stock on that date.
Remarks:
/s/ Nathan G. Brower as attorney-in-fact for Kevin Gregory Fuller05/07/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did NATR Global CMO Kevin Fuller report?

Kevin Fuller reported equity compensation-related transactions. He acquired 1,677 common shares through the vesting and exercise of restricted stock units, and 573 shares were withheld to cover taxes. These are routine compensation events, not open-market stock purchases or sales.

How many NATR shares does Kevin Fuller hold after this Form 4?

After the reported transactions, Kevin Fuller holds 23,137 common shares. This figure reflects his direct ownership after receiving 1,677 vested shares and having 573 shares withheld for taxes tied to the restricted stock unit vesting.

Were Kevin Fuller’s NATR transactions open-market buys or sales?

The transactions were not open-market trades. One entry reflects 1,677 shares acquired through exercise of awards, while 573 shares were disposed of solely as tax withholding upon vesting of restricted stock units rather than discretionary selling in the market.

What performance milestone triggered Kevin Fuller’s NATR RSU vesting?

The vesting was tied to an adjusted EBITDA milestone of $52M. The company achieved $52 million in adjusted EBITDA over a rolling 12‑month period, triggering vesting for performance-based restricted stock units granted to Kevin Fuller under a March 10, 2025 award.

What does the tax withholding in Kevin Fuller’s NATR filing represent?

The 573-share disposition represents tax withholding on RSU vesting. Natures Sunshine withheld 573 common shares to pay taxes when restricted stock units vested, using the May 5, 2026 closing price to determine the number of shares withheld.