Natures Sunshine EVP nets new shares via RSU vesting

NATURES SUNSHINE PRODUCTS INC executive Kevin R. Herbert reported routine equity compensation activity.

Rhea-AI Filing Summary

NATURES SUNSHINE PRODUCTS INC executive Kevin R. Herbert reported routine equity compensation activity. He acquired 1,500 common shares on May 5, 2026 through a derivative exercise related to performance-based restricted stock units tied to an adjusted EBITDA milestone of $52M over a rolling 12-month period.

On the same date, 366 common shares were withheld to cover tax obligations upon vesting, based on the closing price of $25.915 per share. Following these transactions, Herbert directly holds 42,540 common shares, reflecting net additional ownership from the award after tax withholding.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Herbert Kevin R.

Role EVP & President, North America

Type	Security	Shares	Price	Value
Exercise	Common Shares	1,500	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	366	$25.915	$9K

Holdings After Transaction: Common Shares — 42,540 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 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. 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

Shares acquired via vesting: 1,500 shares Shares withheld for taxes: 366 shares Post-transaction holdings: 42,906 shares +3 more

6 metrics

Shares acquired via vesting 1,500 shares Derivative exercise related to performance-based RSUs on May 5, 2026

Shares withheld for taxes 366 shares Tax withholding upon RSU vesting on May 5, 2026

Post-transaction holdings 42,906 shares Common shares directly held after transactions

Tax withholding price $25.915 per share Based on NATR closing price used to determine withheld shares

EBITDA milestone $52M adjusted EBITDA Rolling 12-month period milestone for performance-based RSU vesting

Grant date of performance RSUs March 10, 2025 Date of performance-based restricted stock unit grant

Key Terms

adjusted EBITDA, performance-based restricted stock unit, rolling 12-month period, withheld to pay taxes, +1 more

5 terms

adjusted EBITDA financial

"the 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.

rolling 12-month period financial

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

withheld to pay taxes financial

"Represents shares of NATR common stock withheld to pay taxes upon vesting"

vesting financial

"half of the target vests upon achievement of the target and another half will vest one year"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What insider transactions did NATR executive Kevin Herbert report?

Kevin Herbert reported receiving 1,500 NATR common shares through a derivative exercise and having 366 shares withheld for taxes. These transactions stem from vesting of performance-based restricted stock units, leaving him with 42,906 directly held common shares after the activity.

How many NATR shares does Kevin Herbert hold after these Form 4 transactions?

After the reported transactions, Kevin Herbert directly holds 42,906 NATR common shares. This balance reflects net new shares from vested performance-based restricted stock units, offset by 366 shares withheld to satisfy tax obligations at the time of vesting.

What triggered the vesting of Kevin Herbert’s NATR performance-based RSUs?

The vesting was triggered by NATURES SUNSHINE PRODUCTS INC achieving an adjusted EBITDA milestone of $52M over a rolling 12-month period. Under the March 10, 2025 grant, half the target vests at milestone achievement and the remaining half vests one year later.

Why were 366 NATR shares withheld in Kevin Herbert’s Form 4 filing?

The 366 NATR shares were withheld to pay taxes due upon vesting of restricted stock units on May 5, 2026. The number of shares withheld was determined using the company’s closing stock price on that date, reflecting a standard tax-settlement mechanism.

Is Kevin Herbert’s NATR Form 4 transaction a market sale or a tax withholding?

The disposition of 366 NATR shares is a tax-withholding event, not an open-market sale. Shares were withheld by the company to cover tax liabilities arising from RSU vesting, while Herbert retained the remaining vested shares as direct common stock holdings.

How are Kevin Herbert’s NATR performance-based RSUs structured?

The March 10, 2025 RSU grant vests in two equal parts. Half of the target number of units vests when the company achieves a $52M adjusted EBITDA milestone over a rolling 12-month period, and the remaining half vests one year after that achievement date.

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

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Accepted by SEC EDGAR 05/07/2026 - 05:27 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^*

Herbert Kevin R.

(Last) (First) (Middle)

2901 WEST BLUEGRASS BLVD.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & President, North America

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		1,500	A	$0(1)	42,906	D
Common Shares	05/05/2026		F		366	D	$25.915(2)	42,540	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 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:

	Nathan G. Brower as attorney-in-fact for Kevin R. Herbert	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)