Natures Sunshine (NATR) CEO nets RSU shares after tax withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Natures Sunshine Products Chief Executive Officer Kenneth G. Romanzi reported equity compensation activity tied to performance-based restricted stock units. After the company achieved an adjusted EBITDA milestone of $52M over a rolling 12-month period, 13,118 common shares vested for him.
To cover related tax obligations upon vesting, 5,753 common shares were withheld at a value of $25.915 per share, rather than sold in the open market. Following these compensation and tax-withholding movements, Romanzi directly holds 110,246 common shares of NATR.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Romanzi Kenneth G.
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Common Shares | 13,118 | $0.00 | -- |
| Tax Withholding | Common Shares | 5,753 | $25.915 | $149K |
Holdings After Transaction:
Common Shares — 115,999 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 November 4, 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
RSU vesting: 13,118 shares
Tax-withheld shares: 5,753 shares
Withholding price: $25.915 per share
+3 more
6 metrics
RSU vesting
13,118 shares
Performance-based restricted stock units vesting into common shares
Tax-withheld shares
5,753 shares
Shares withheld to pay taxes on RSU vesting
Withholding price
$25.915 per share
Value used for tax-withholding shares on May 5, 2026
Adjusted EBITDA milestone
$52M
Rolling 12‑month adjusted EBITDA required for performance RSU vesting
Shares held after transactions
110,246 shares
Direct common share holdings of CEO after Form 4 transactions
Tax-withholding entries
1 entry, 5,753 shares
Aggregate tax withholding from transaction summary
Key Terms
restricted stock units, adjusted EBITDA, performance-based restricted stock unit grant, tax-withholding disposition, +1 more
5 terms
restricted stock units financial
"Represents shares of NATR common stock withheld to pay taxes upon vesting of restricted stock units granted"
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.
adjusted EBITDA financial
"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 grant financial
"pursuant to a November 4, 2025, performance-based restricted stock unit grant to the reporting person"
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
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.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
FAQ
What insider transactions did NATR CEO Kenneth Romanzi report?
Kenneth Romanzi reported vesting and tax withholding on equity awards. A total of 13,118 performance-based restricted stock units vested into common shares, and 5,753 shares were withheld to pay taxes, leaving him with 110,246 NATR common shares held directly.
Was the NATR CEO’s Form 4 a stock sale in the open market?
No, it was not an open-market sale. The 5,753 NATR shares reported as a disposition were withheld by the company to satisfy tax obligations on vested restricted stock units, rather than being sold on an exchange to outside buyers.
What performance milestone triggered Kenneth Romanzi’s RSU vesting at NATR?
The vesting was triggered by an adjusted EBITDA milestone of $52M. The company achieved $52M in adjusted EBITDA over a rolling 12‑month period, causing half of the performance-based restricted stock unit target to vest for the CEO under a prior grant.
What future vesting remains from the CEO’s NATR performance RSU grant?
Half of the target from the performance-based RSU grant remains to vest. After reaching the $52M adjusted EBITDA milestone, one half vested immediately, while the remaining half will vest one year after the achievement of that milestone, according to the grant terms.