Natures Sunshine EVP reports RSU vesting, taxes

Natures Sunshine Products Inc executive Erich A. Fritz, EVP Global Supply Chain, reported equity compensation activity in common shares.

Rhea-AI Filing Summary

Natures Sunshine Products Inc executive Erich A. Fritz, EVP Global Supply Chain, reported equity compensation activity in common shares. On 2026-05-05, he acquired 1,372 shares through vesting of equity awards and had 469 shares withheld to cover taxes at $25.915 per share. After these transactions, he holds 11,663 Natures Sunshine common shares directly. The filing notes that certain vested shares resulted from achieving an adjusted EBITDA milestone of $52M over a rolling 12-month period under a performance-based restricted stock unit grant.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fritz Erich A

Role EVP, Global Supply Chain

Type	Security	Shares	Price	Value
Exercise	Common Shares	1,372	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	469	$25.915	$12K

Holdings After Transaction: Common Shares — 11,663 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

Key Figures

RSU-related shares acquired: 1372.0000 shares Tax-withholding shares: 469.0000 shares Tax-withholding price: $25.9150 per share +2 more

5 metrics

RSU-related shares acquired 1372.0000 shares Common shares acquired on 2026-05-05 through vesting/exercise of equity awards

Tax-withholding shares 469.0000 shares Common shares withheld on 2026-05-05 to satisfy tax obligations on RSU vesting

Tax-withholding price $25.9150 per share Closing price used to determine number of shares withheld for taxes on May 5, 2026

Post-transaction holdings 11,663 shares Directly held Natures Sunshine common shares after the reported transactions

Adjusted EBITDA milestone $52M Performance target over a rolling 12-month period for performance-based RSU vesting

Key Terms

adjusted EBITDA, performance-based restricted stock unit, rolling 12-month period, tax withholding

4 terms

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 financial

"pursuant to a ... 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.

rolling 12-month period financial

"adjusted EBITDA milestone of $52M over a rolling 12-month period"

tax withholding financial

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NATR executive Erich Fritz report in this Form 4?

Erich A. Fritz, EVP Global Supply Chain, reported equity compensation activity. On May 5, 2026, 1,372 common shares were acquired via vesting of awards, and 469 shares were disposed of through tax withholding, all in Natures Sunshine common stock.

How many NATR shares were withheld for taxes in this filing?

The filing shows that 469 NATR common shares were withheld to satisfy tax obligations, valued at $25.915 per share. These tax-withholding shares relate to the vesting of restricted stock unit awards reported for EVP Global Supply Chain Erich A. Fritz.

How many NATR shares does Erich Fritz hold after these transactions?

After the reported transactions, Erich A. Fritz directly holds 11,663 Natures Sunshine common shares. This post-transaction balance reflects his remaining direct ownership following the RSU-related share issuance and the separate tax-withholding share disposition.

What performance condition is referenced for NATR’s vested shares?

The filing references vested shares tied to achieving an adjusted EBITDA milestone of $52M over a rolling 12-month period. This milestone relates to a performance-based restricted stock unit grant awarded to the reporting person by Natures Sunshine Products Inc.

Were NATR insider transactions reported under a Rule 10b5-1 plan?

The Rule 10b5-1 checkbox is not marked, indicating these transactions were not affirmatively reported as made under a Rule 10b5-1 trading plan. The actions instead reflect routine equity award vesting and associated tax-withholding dispositions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/07/2026 - 05:28 PM EDT Learn about SEC filing dates

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^*

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)

	Director		10% Owner
X	Officer (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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/05/2026		M		1,372	A	$0(1)	12,132	D
Common Shares	05/05/2026		F		469	D	$25.915(2)	11,663	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 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 Fritz	05/07/2026
	** 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).
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)