Natures Sunshine CEO RSUs Vest; Shares Withheld for Tax

Natures Sunshine Products Chief Executive Officer Kenneth G. Romanzi reported equity compensation activity tied to performance-based restricted stock units.

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.

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	$0.00
Exercise Price or Tax Liability	Common Shares	5,753	$25.915	$149K

Holdings After Transaction: Common Shares — 110,246 shares (Direct)

Footnotes (2)

1. F1. 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.
2. 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.

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

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

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.

How many NATR shares does the CEO hold after these transactions?

After the reported transactions, the CEO holds 110,246 common shares. This total reflects vested equity compensation minus the 5,753 shares withheld for taxes on May 5, 2026, as shown in the Form 4 non-derivative holdings table.

How were the tax withholding shares for NATR’s CEO determined?

The tax withholding shares were based on NATR’s closing price. The 5,753 shares withheld on May 5, 2026, were calculated using the closing price of NATR common stock that day, aligning the value of withheld shares with the estimated tax liability.

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.

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

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Accepted by SEC EDGAR 05/07/2026 - 05:23 PM EDT 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^*

Romanzi Kenneth G.

(Last) (First) (Middle)

2901 W BLUEGRASS BLVD

SUITE 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/05/2026		M		13,118	A	$0(1)	115,999	D
Common Shares	05/05/2026		F		5,753	D	$25.915(2)	110,246	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 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.

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.

Remarks:

	/s/ Nathan G. Brower as attorney-in-fact for Kenneth G Romanzi	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)