Natures Sunshine CFO exercises awards, withholds shares

NATURES SUNSHINE PRODUCTS INC EVP & CFO Leslie Shane Jones reported compensation-related share activity in Common Shares on May 5, 2026.

Rhea-AI Filing Summary

NATURES SUNSHINE PRODUCTS INC EVP & CFO Leslie Shane Jones reported compensation-related share activity in Common Shares on May 5, 2026. He exercised awards to acquire 2,484 shares in one transaction and 4,004 shares in another, and had 1,090 and 1,756 shares withheld to cover taxes at $25.915 per share. The vested shares resulted from achieving adjusted EBITDA milestones of $51.1M and $52M under performance-based restricted stock unit grants. After these transactions, he directly held 103,264 common shares. These were tax and award-related entries, not open-market trades.

Insider Trade Summary

4 transactions reported

Mixed 4 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	$25.915	$46K
Exercise	Common Shares	2,484	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	1,090	$25.915	$28K

Holdings After Transaction: Common Shares — 104,658 shares (Direct)

Footnotes (3)

1. 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 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 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. F3. 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-withheld shares (first entry): 1,090 shares at $25.915 Tax-withheld shares (second entry): 1,756 shares at $25.915 Shares acquired via exercise (first): 2,484 shares +5 more

8 metrics

Tax-withheld shares (first entry) 1,090 shares at $25.915 Shares withheld to pay taxes on May 5, 2026

Tax-withheld shares (second entry) 1,756 shares at $25.915 Additional shares withheld for taxes on May 5, 2026

Shares acquired via exercise (first) 2,484 shares Common Shares acquired through derivative exercise on May 5, 2026

Shares acquired via exercise (second) 4,004 shares Additional Common Shares acquired through derivative exercise on May 5, 2026

Adjusted EBITDA milestone 1 $51.1M Rolling 12‑month adjusted EBITDA target from April 20, 2023 RSU grant

Adjusted EBITDA milestone 2 $52M Rolling 12‑month adjusted EBITDA target from March 10, 2025 RSU grant

Post-transaction holdings 103,264 shares Common Shares directly held after May 5, 2026 transactions

Tax-withholding total shares 2,846 shares Total shares withheld for tax obligations across Form 4

Key Terms

performance-based restricted stock unit, adjusted EBITDA milestone, rolling 12-month period, tax withholding, +1 more

5 terms

performance-based restricted stock unit financial

"pursuant to an April 20, 2023, performance-based restricted stock unit grant to the reporting person"

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 over a rolling 12-month period"

rolling 12-month period financial

"achievement of an adjusted EBITDA milestone of $52M over a rolling 12-month period"

tax withholding financial

"common stock withheld to pay taxes upon vesting of restricted stock units"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

FAQ

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

What did NATR executive Leslie Shane Jones report in this Form 4?

Leslie Shane Jones reported exercising performance-based equity awards and related tax withholding in NATURES SUNSHINE PRODUCTS INC shares. The activity reflects vesting of restricted stock units after EBITDA milestones were met, rather than open-market buying or selling of the company’s stock.

How many NATR shares did the CFO acquire and have withheld for taxes?

On May 5, 2026, the CFO acquired 2,484 and 4,004 Common Shares through award exercises. To cover taxes, 1,090 and 1,756 shares were withheld at $25.915 per share, with the withholding amount determined using NATR’s closing stock price on that date.

What performance milestones triggered the NATR restricted stock unit vesting?

The vesting was tied to NATURES SUNSHINE PRODUCTS INC achieving adjusted EBITDA milestones of $51.1M and $52M over rolling 12‑month periods. These milestones came from performance-based restricted stock unit grants dated April 20, 2023 and March 10, 2025 to the reporting executive.

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

Following the reported exercises and tax-withholding dispositions, Leslie Shane Jones directly holds 103,264 Common Shares of NATURES SUNSHINE PRODUCTS INC. This figure reflects his updated direct ownership position after all Form 4 transactions dated May 5, 2026.

Were any of the NATR Form 4 transactions open-market buys or sells?

None of the reported transactions were open-market trades. The Form 4 shows derivative exercises coded “M” and tax-withholding dispositions coded “F,” which represent equity award vesting and tax payments rather than discretionary purchases or sales in the open market.

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

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Accepted by SEC EDGAR 05/07/2026 - 05:26 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^*

Jones Leslie Shane

(Last) (First) (Middle)

2901 W. 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 & Chief Financial 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		4,004	A	$0(1)	105,020	D
Common Shares	05/05/2026		F		1,756	D	$25.915(2)	103,264	D
Common Shares	05/05/2026		M		2,484	A	$0(3)	105,748	D
Common Shares	05/05/2026		F		1,090	D	$25.915(2)	104,658	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 $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.

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 $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 Leslie Shane Jones	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)