Natures Sunshine CFO: 4,004 RSU vest, 1,756 tax shares (Form 4)

NATURE’S SUNSHINE (NATR) disclosed an insider equity update: EVP & Chief Financial Officer Leslie Shane Jones reported equity movements on 11/04/2025.

Rhea-AI Filing Summary

NATURE’S SUNSHINE (NATR) disclosed an insider equity update: EVP & Chief Financial Officer Leslie Shane Jones reported equity movements on 11/04/2025. The filing shows 4,004 common shares acquired at $0 via code M, tied to the vesting of performance-based RSUs. It also records 1,756 shares withheld at $13.75 (code F) to cover taxes upon vesting. Following these transactions, Jones beneficially owns 108,592 shares directly.

The vesting reflects achievement of an adjusted EBITDA milestone of $46.2M over a rolling 12-month period under an April 20, 2023 performance RSU grant. Half vests at achievement, with the remaining half one year later.

Insights

Equity compensation analyst

Routine RSU vest and tax withholding; neutral impact.

The transactions reflect standard equity compensation mechanics. Code M indicates 4,004 shares delivered at $0 from performance-based RSUs after the company reached a disclosed adjusted EBITDA goal of $46.2M over a rolling 12-month period.

Code F shows 1,756 shares withheld at $13.75 to satisfy taxes on vesting, a non‑open‑market event. Post‑transaction direct holdings are 108,592 shares. Actual market impact depends on future trading decisions, which are not indicated in this excerpt.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Jones Leslie Shane

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Common Shares	4,004	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	1,756	$13.75	$24K

Holdings After Transaction: Common Shares — 108,592 shares (Direct)

Footnotes (2)

1. F1. These shares are vested shares resulting from the achievement of an adjusted EBITDA milestone of $46.2M 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.
2. F2. Represents shares of NATR common stock withheld to pay taxes upon vesting of restricted stock units granted to the reporting person on November 4, 2025. The number of shares withheld was determined on November 4, 2025, based on the closing price of NATR common stock on that date.

FAQ

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

What did NATR’s CFO report on Form 4?

On 11/04/2025, the CFO reported 4,004 shares acquired at $0 from RSU vesting and 1,756 shares withheld at $13.75 for taxes.

How many NATR shares does the CFO hold after the transactions?

Following the reported transactions, the CFO directly holds 108,592 common shares.

What performance milestone triggered the RSU vesting at NATR (NATR)?

Vesting was tied to achieving adjusted EBITDA of $46.2M over a rolling 12‑month period under an April 20, 2023 RSU grant.

What do codes M and F mean on the Form 4 for NATR?

Code M reflects share delivery from derivative/RSU vesting at $0; Code F reflects shares withheld to cover taxes at $13.75.

Were the tax shares an open‑market sale by NATR’s CFO?

No. The 1,756 shares labeled code F were withheld to pay taxes upon vesting, not a market sale.

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

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Accepted by SEC EDGAR 11/06/2025 - 04:40 PM EST 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^*

Jones Leslie Shane

(Last) (First) (Middle)

2901 W. BLUEGRASS BLVD.

(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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025

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	11/04/2025		M		4,004	A	$0	110,348(1)	D
Common Shares	11/04/2025		F		1,756	D	$13.75	108,592(2)	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 $46.2M 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.

2. Represents shares of NATR common stock withheld to pay taxes upon vesting of restricted stock units granted to the reporting person on November 4, 2025. The number of shares withheld was determined on November 4, 2025, based on the closing price of NATR common stock on that date.

Remarks:

	/s/ Nathan G. Brower as attorney-in-fact for Leslie Shane Jones	11/06/2025
	** 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.