Natures Sunshine (NATR) EVP gains shares as performance RSUs vest and taxes withheld
Filing Impact
Filing Sentiment
Form Type
4
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 42,906 common shares, reflecting net additional ownership from the award after tax withholding.
Positive
- None.
Negative
- None.
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 | -- |
| Tax Withholding | Common Shares | 366 | $25.915 | $9K |
Holdings After Transaction:
Common Shares — 42,906 shares (Direct, null)
Footnotes (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.
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
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.
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.
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.