Natures Sunshine (NATR) EVP gains RSUs as 450 shares withheld for tax

Rhea-AI Filing Summary

Natures Sunshine Products EVP & President, Europe Bryant J. Yates reported compensation-related share activity in Common Shares. On March 6, he received 7,761 restricted stock units (RSUs) at a reference price of $25.06 per share, which will vest in three equal annual installments through March 6, 2029. He also acquired 1,317 vested shares tied to achieving an adjusted EBITDA milestone of $48M over a rolling 12‑month period under a March 11, 2024 performance-based RSU grant. To cover taxes upon vesting, 450 shares were withheld at $25.06 per share, a non‑market tax-withholding disposition. After these transactions, Yates directly holds 107,232 Common Shares.

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

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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 UT 84043

(City) (State) (Zip)

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, Europe

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/06/2026		M		1,317	A	$0(1)	99,921	D
Common Shares	03/06/2026		F		450	D	$25.06(2)	99,471	D
Common Shares	03/06/2026		A		7,761	A	$25.06(3)	107,232	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 achievement of an adjusted EBITDA milestone of $48M over a rolling 12-month period pursuant to a March 11, 2024, 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 March 6, 2026. The number of shares withheld was determined on March 6, 2026, based on the closing price of NATR common stock on that date.

3. These shares are in the form of restricted stock units (RSUs). Each RSU represents the right to receive one share of NATR common stock. These RSUs vest in three equal annual installments from the initial grant date through March 6, 2029.

Remarks:

	/s/ Nathan G. Brower as attorney-in-fact for Bryant J. Yates	03/10/2026
	** 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).
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FAQ

What insider transactions did NATR executive Bryant J. Yates report?

Bryant J. Yates reported compensation-related share activity, including new RSU awards, performance-based vesting, and tax withholding. These transactions reflect stock-based compensation mechanics rather than open-market buying or selling of Natures Sunshine Products (NATR) shares.

How many NATR restricted stock units were granted to Bryant J. Yates?

Yates was granted 7,761 restricted stock units (RSUs). Each RSU represents one NATR common share and vests in three equal annual installments from the initial grant date through March 6, 2029, aligning his compensation with long-term company performance.

What is the EBITDA performance milestone mentioned in the NATR Form 4?

The filing notes a performance milestone of $48M in adjusted EBITDA over a rolling 12‑month period. Achieving this target caused half of a prior performance-based RSU grant to vest, with the remaining half vesting one year after the milestone is achieved.

Why were 450 shares of NATR stock withheld from Bryant J. Yates?

The 450 withheld shares were used to pay taxes upon vesting of restricted stock units granted on March 6, 2026. The number of shares withheld was based on NATR’s closing share price of $25.06 on that date, and is not an open-market sale.

How many NATR shares does Bryant J. Yates own after these transactions?

Following the reported transactions, Bryant J. Yates directly holds 107,232 NATR common shares. This figure reflects his updated equity position after RSU vesting, new RSU grants, and shares withheld for tax obligations tied to his stock-based compensation.

How do the new NATR RSUs granted to Yates vest over time?

The new RSUs granted to Yates vest in three equal annual installments from the grant date through March 6, 2029. Each vested RSU converts into one share of NATR common stock, gradually increasing his direct share ownership as conditions are met.