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

Executive at Natures Sunshine (NATR) gains stock after performance RSU vesting

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NATURES SUNSHINE PRODUCTS INC executive Fritz Erich A reported routine equity compensation activity. On May 5, he acquired 1,372 common shares through vesting of performance-based restricted stock units tied to an adjusted EBITDA milestone of $52M over a rolling 12‑month period.

On the same date, 469 shares were withheld to cover tax obligations, based on the closing share price of $25.915. After these transactions, he directly holds 12,132 common shares, reflecting a modest net increase in ownership from this award.

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Insider Fritz Erich A
Role EVP, Global Supply Chain
Type Security Shares Price Value
Exercise Common Shares 1,372 $0.00 --
Tax Withholding Common Shares 469 $25.915 $12K
Holdings After Transaction: Common Shares — 12,132 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 December 8, 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 vested 1,372 common shares Performance-based RSU vesting on May 5, 2026
Tax withholding shares 469 common shares Shares withheld to pay taxes on May 5, 2026
Closing price used for tax $25.915 per share Price on May 5, 2026 to determine shares withheld
Post-transaction holdings 12,132 common shares Direct ownership after reported transactions
Adjusted EBITDA milestone $52M Rolling 12‑month performance target for RSU vesting
restricted stock units financial
"Represents shares of NATR common stock withheld to pay taxes upon vesting of restricted stock units granted"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
adjusted EBITDA financial
"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 grant financial
"pursuant to a December 8, 2025, performance-based restricted stock unit grant to the reporting person"
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*
Fritz Erich A
(Last)(First)(Middle)
2901 W BLUE GRASS BLVD
SUITE 100
(Street)
LEHI UTAH 84048
(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)
EVP, Global Supply Chain
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 Shares05/05/2026M1,372A$0(1)12,132D
Common Shares05/05/2026F469D$25.915(2)11,663D
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 December 8, 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 Erich A Fritz05/07/2026
** 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 Fritz Erich A report on this Form 4?

He reported equity compensation activity, not open-market trades. 1,372 common shares vested from performance-based restricted stock units, while 469 shares were withheld to cover taxes, resulting in a modest net increase in his direct holdings.

How many NATR shares did the executive acquire through vesting on May 5, 2026?

He acquired 1,372 common shares through vesting of performance-based restricted stock units. These units vested after the company achieved an adjusted EBITDA milestone of $52M measured over a rolling 12‑month period, pursuant to a prior grant.

Why were 469 shares of Natures Sunshine (NATR) withheld from the executive?

The 469 shares were withheld to pay taxes due upon vesting of restricted stock units granted on May 5, 2026. The number of shares withheld was calculated using the closing price of NATR common stock on that same date.

What performance condition triggered the vesting of NATR restricted stock units?

The vesting was triggered by the company achieving an adjusted EBITDA milestone of $52M over a rolling 12‑month period. Under the grant terms, half of the target vests upon reaching this milestone, with the remaining half vesting one year later.

How many NATR shares does the executive own after these Form 4 transactions?

Following the vesting and tax withholding transactions, the executive directly owns 12,132 common shares of Natures Sunshine Products Inc. This reflects his updated post-transaction position reported in the Form 4 filing.

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

No, they were not open-market trades. One entry reflects shares acquired through vesting of performance-based restricted stock units, and the other reflects shares withheld by the company to satisfy tax obligations upon vesting.