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Natures Sunshine (NATR) CAO reports RSU vesting, tax share withholding

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NATURES SUNSHINE PRODUCTS INC senior vice president and chief accounting officer Jonathan David Lanoy reported routine equity compensation activity in common shares. Performance-based restricted stock units vested after the company achieved adjusted EBITDA milestones of $51.1M and $52M over rolling 12‑month periods. To cover related tax obligations, 912 shares of NATR common stock were withheld at $25.915 per share. Following these vesting and tax-withholding transactions, Lanoy directly holds 40,366 common shares.

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Insider Lanoy Jonathan David
Role SVP, Chief Accounting Officer
Type Security Shares Price Value
Exercise Common Shares 460 $0.00 --
Tax Withholding Common Shares 133 $25.915 $3K
Exercise Common Shares 1,565 $0.00 --
Tax Withholding Common Shares 452 $25.915 $12K
Exercise Common Shares 1,133 $0.00 --
Tax Withholding Common Shares 327 $25.915 $8K
Holdings After Transaction: Common Shares — 40,499 shares (Direct, null)
Footnotes (1)
  1. These shares are vested shares resulting from the company's achievement of an adjusted EBITDA milestone of $51.1M 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 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. These shares are vested shares resulting from the company's achievement of an adjusted EBITDA milestone of $51.1M 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. 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.
Tax-withheld shares 912 shares Shares withheld to pay taxes on RSU vesting at $25.915
Withholding price $25.915 per share Closing price of NATR common stock used for tax withholding
Post-transaction holdings 40,366 shares Common shares directly held by Jonathan Lanoy after transactions
RSU vesting grant 1 1,133 shares Common shares from performance-based RSU vesting on May 5, 2026
RSU vesting grant 2 1,565 shares Common shares from 2023 performance-based RSU vesting
RSU vesting grant 3 460 shares Common shares from 2025 performance-based RSU vesting
performance-based restricted stock unit financial
"pursuant to a July 21, 2022, 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.
adjusted EBITDA financial
"company's achievement of an adjusted EBITDA milestone of $51.1M 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.
rolling 12-month period financial
"achievement of an adjusted EBITDA milestone of $52M over a rolling 12-month period"
tax withholding financial
"Represents shares of NATR common stock withheld to pay taxes upon vesting of restricted stock units"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
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*
Lanoy Jonathan David
(Last)(First)(Middle)
2901 W. BLUEGRASS BLVD.
STE 500
(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)
SVP, Chief Accounting 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 Shares05/05/2026M460A$0(1)40,499D
Common Shares05/05/2026F133D$25.915(2)40,366D
Common Shares05/05/2026M1,565A$0(3)41,931D
Common Shares05/05/2026F452D$25.915(2)41,479D
Common Shares05/05/2026M1,133A$0(4)42,612D
Common Shares05/05/2026F327D$25.915(2)42,285D
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 $51.1M 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 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.
3. These shares are vested shares resulting from the company's achievement of an adjusted EBITDA milestone of $51.1M 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.
4. 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.
Remarks:
/s/ Nathan G. Brower as attorney-in-fact for Jonathan D. Lanoy05/07/2026
** 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 executive Jonathan David Lanoy report?

Jonathan David Lanoy reported vesting of performance-based restricted stock units and related tax-withholding dispositions. Multiple grants vested into common shares, while 912 shares were withheld to satisfy taxes, leaving him with 40,366 NATR common shares held directly after these entries.

Were the NATR Form 4 transactions open-market buys or sales?

The reported NATR transactions were not open-market buys or sales. They reflected derivative exercises and tax-withholding dispositions linked to restricted stock unit vesting, with shares withheld at $25.915 to pay taxes rather than being sold in the open market.

How many NATR shares were withheld for Jonathan Lanoy’s taxes?

A total of 912 NATR common shares were withheld to pay Jonathan Lanoy’s tax obligations upon vesting of restricted stock units. The withholding price used was $25.915 per share, based on the closing price of NATR common stock on the relevant vesting date.

What performance targets triggered Jonathan Lanoy’s NATR RSU vesting?

Lanoy’s performance-based restricted stock units vested after NATURES SUNSHINE PRODUCTS INC achieved adjusted EBITDA milestones. Footnotes state milestones of $51.1M and $52M over rolling 12‑month periods under grants dated July 21, 2022, April 20, 2023, and March 10, 2025.

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

After the May 5, 2026 transactions, Jonathan David Lanoy directly holds 40,366 NATR common shares. This total reflects vesting of performance-based restricted stock units and associated tax-withholding entries, without any open‑market purchases or sales reported in this filing.

What is the role of Jonathan David Lanoy at NATURES SUNSHINE PRODUCTS INC?

Jonathan David Lanoy serves as senior vice president and chief accounting officer at NATURES SUNSHINE PRODUCTS INC. The Form 4 filing lists him as an officer, and the reported equity transactions relate to his compensation in the form of restricted stock units in company shares.