Natures Sunshine EVP gets stock units, pays taxes

Natures Sunshine Products EVP & President, Asia Daniel C. Norman reported compensation-related share activity.

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Form Type

Rhea-AI Filing Summary

Natures Sunshine Products EVP & President, Asia Daniel C. Norman reported compensation-related share activity. On May 5, 2026, performance-based restricted stock units vested after the company achieved adjusted EBITDA milestones of $51.1M and $52M over rolling 12‑month periods. These vestings resulted in multiple grants converting into common shares for the executive.

To cover associated tax liabilities upon vesting, a total of 2,104 common shares were withheld at a price of $25.915 per share, recorded as tax-withholding dispositions rather than open-market sales. Following these transactions, Norman directly holds 42,169 common shares of NATR.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Norman Daniel C

Role EVP & President, Asia

Type	Security	Shares	Price	Value
Exercise	Common Shares	2,448	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	707	$25.915	$18K
Exercise	Common Shares	2,716	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	784	$25.915	$20K
Exercise	Common Shares	2,124	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	613	$25.915	$16K

Holdings After Transaction: Common Shares — 45,612 shares (Direct)

Footnotes (4)

F1. 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.
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.
F3. 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.
F4. 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.

Key Figures

Tax-withholding shares: 2,104 shares Tax-withholding price: $25.915 per share Post-transaction holdings: 42,169 shares +2 more

5 metrics

Tax-withholding shares 2,104 shares Shares withheld to pay taxes on vesting of RSUs on May 5, 2026

Tax-withholding price $25.915 per share Closing NATR price used to determine shares withheld on May 5, 2026

Post-transaction holdings 42,169 shares Common shares directly owned by Daniel C. Norman after transactions

EBITDA milestone 1 $51.1M adjusted EBITDA Rolling 12‑month performance target for 2022 and 2023 RSU grants

EBITDA milestone 2 $52M adjusted EBITDA Rolling 12‑month performance target for 2025 RSU grant

Key Terms

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

4 terms

performance-based restricted stock unit financial

"pursuant to a July 21, 2022, performance-based restricted stock unit grant"

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"

rolling 12-month period financial

"over a rolling 12-month period pursuant to a July 21, 2022, performance-based"

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What insider transactions did NATR executive Daniel C. Norman report?

Daniel C. Norman reported vested performance-based restricted stock units converting into Natures Sunshine common shares. To cover tax obligations on these vestings, 2,104 shares were withheld at $25.915 per share, leaving him with 42,169 directly held shares after the transactions.

How many NATR shares does Daniel C. Norman hold after these Form 4 transactions?

After the reported vesting and tax-withholding transactions, Daniel C. Norman directly holds 42,169 Natures Sunshine Products common shares. This figure reflects his post-transaction ownership following the conversion of performance-based restricted stock units and share withholding for tax liabilities.

Were Daniel C. Norman’s NATR transactions open-market sales or tax withholding?

The dispositions reported by Daniel C. Norman were tax-withholding events, not open-market sales. Shares were withheld by Natures Sunshine Products to satisfy tax liabilities upon vesting of restricted stock units, based on the $25.915 closing share price on May 5, 2026.

What performance milestones triggered Daniel C. Norman’s NATR stock unit vesting?

The vesting of Daniel C. Norman’s performance-based restricted stock units was triggered by Natures Sunshine achieving adjusted EBITDA milestones of $51.1M and $52M over rolling 12‑month periods, under grants dated July 21, 2022, April 20, 2023, and March 10, 2025.

How many NATR shares were withheld for taxes in Daniel C. Norman’s filing?

A total of 2,104 Natures Sunshine common shares were withheld to cover tax obligations on May 5, 2026. The number of shares withheld was determined using the $25.915 closing price of NATR common stock on that date, according to the Form 4 footnotes.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/07/2026 - 05:24 PM EDT

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^*

Norman Daniel C

(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, Asia

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/05/2026		M		2,448	A	$0⁽¹⁾	42,876	D
Common Shares	05/05/2026		F		707	D	$25.915⁽²⁾	42,169	D
Common Shares	05/05/2026		M		2,716	A	$0⁽³⁾	44,885	D
Common Shares	05/05/2026		F		784	D	$25.915⁽²⁾	44,101	D
Common Shares	05/05/2026		M		2,124	A	$0⁽⁴⁾	46,225	D
Common Shares	05/05/2026		F		613	D	$25.915⁽²⁾	45,612	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Daniel C. Norman	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)

Source: View Original Filing on SEC EDGAR