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

Natures Sunshine (NATR) EVP vests 6,798 shares; 1,963 withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Natures Sunshine Products EVP & President, Europe, Bryant J. Yates reported routine equity compensation activity. On May 5, 2026, he exercised performance-based awards to acquire a total of 6,798 Common Shares and had 1,963 shares withheld to cover tax obligations.

The awards vested after the company achieved adjusted EBITDA milestones of $51.1M and $52M over rolling 12-month periods under performance-based restricted stock unit grants made in 2022, 2023, and 2025. The tax-withholding dispositions were priced at $25.915 per share and were not open-market sales.

Positive

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Negative

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Insider Yates Bryant J
Role EVP & President, Europe
Type Security Shares Price Value
Exercise Common Shares 2,448 $0.00 --
Tax Withholding Common Shares 707 $25.915 $18K
Exercise Common Shares 2,716 $0.00 --
Tax Withholding Common Shares 784 $25.915 $20K
Exercise Common Shares 1,634 $0.00 --
Tax Withholding Common Shares 472 $25.915 $12K
Holdings After Transaction: Common Shares — 78,274 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.
Shares acquired via exercises 6,798 shares Performance-based awards exercised on May 5, 2026
Shares withheld for taxes 1,963 shares Tax withholding on RSU vesting, May 5, 2026
Tax withholding price $25.915 per share Value used to determine shares withheld on May 5, 2026
EBITDA milestone 1 $51.1M Adjusted EBITDA over rolling 12 months for 2022 and 2023 grants
EBITDA milestone 2 $52M Adjusted EBITDA over rolling 12 months for 2025 grant
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 milestone financial
"resulting from the company's achievement of an adjusted EBITDA milestone of $51.1M over a rolling 12-month period"
withheld to pay taxes financial
"Represents shares of NATR common stock withheld to pay taxes upon vesting of restricted stock units"
restricted stock units financial
"upon vesting of restricted stock units granted to the reporting person on May 5, 2026"
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.
rolling 12-month period financial
"achievement of an adjusted EBITDA milestone of $52M over a rolling 12-month period"
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*
Yates Bryant J
(Last)(First)(Middle)
2901 WEST BLUEGRASS BLVD.
STE 100
(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)
EVP & President, Europe
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 Shares05/05/2026M2,448A$0(1)78,274D
Common Shares05/05/2026F707D$25.915(2)77,567D
Common Shares05/05/2026M2,716A$0(3)80,283D
Common Shares05/05/2026F784D$25.915(2)79,499D
Common Shares05/05/2026M1,634A$0(4)81,133D
Common Shares05/05/2026F472D$25.915(2)80,661D
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 Bryant J. Yates05/07/2026
** 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 did NATR executive Bryant J. Yates report in this Form 4?

Bryant J. Yates, EVP & President, Europe of Natures Sunshine, reported vesting and exercise of performance-based equity awards, acquiring 6,798 common shares and having 1,963 shares withheld to cover taxes. These are routine compensation-related transactions, not open-market stock sales.

How many NATR shares were acquired and withheld in Bryant Yates’ transactions?

Yates acquired 6,798 Natures Sunshine common shares through exercises of performance-based awards, while 1,963 shares were withheld to satisfy tax liabilities. The withheld shares were valued at $25.915 per share, reflecting a standard tax-settlement mechanism on vesting rather than discretionary selling.

Were Bryant Yates’ NATR Form 4 transactions open-market sales?

No, the Form 4 shows no open-market purchases or sales. Shares coded “F” were withheld by the company to pay taxes upon vesting of restricted stock units, at $25.915 per share. This tax-withholding mechanism does not represent Yates selling shares into the market.

What performance milestones triggered Bryant Yates’ NATR share vesting?

The vesting resulted from Natures Sunshine achieving adjusted EBITDA milestones of $51.1M and $52M over rolling 12‑month periods. These milestones were tied to performance-based restricted stock unit grants awarded to Yates in 2022, 2023, and 2025, causing related shares to vest once targets were met.

What role does Bryant J. Yates hold at Natures Sunshine (NATR)?

Bryant J. Yates serves as Executive Vice President and President, Europe at Natures Sunshine Products. The Form 4 transactions reflect equity compensation tied to his executive role, including performance-based restricted stock units that vested upon achievement of specified adjusted EBITDA performance milestones.

At what price were NATR shares withheld for Bryant Yates’ tax obligations?

Shares withheld to cover taxes on Bryant Yates’ vesting awards were valued at $25.915 per share. The number of shares withheld, totaling 1,963, was determined on May 5, 2026, based on the closing price of Natures Sunshine common stock on that date.