What is Nathan Brower’s direct NATR share ownership after these transactions?

Following the vesting and tax-withholding dispositions, Nathan G. Brower directly owns 44,359 Natures Sunshine common shares. This figure reflects the net effect of vested restricted stock units credited to him minus the shares withheld to satisfy associated tax obligations on May 5, 2026.

Natures Sunshine EVP gains shares via RSU vesting

Natures Sunshine Products EVP and General Counsel Nathan G. Brower reported compensation-related share activity tied to performance milestones.

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Natures Sunshine Products EVP and General Counsel Nathan G. Brower reported compensation-related share activity tied to performance milestones. On May 5, 2026, performance-based restricted stock units vested in three tranches totaling 5,775 common shares after the company achieved adjusted EBITDA milestones of $51.1M and $52M over rolling 12‑month periods. To cover tax obligations on these vestings, the company withheld a total of 1,668 common shares at a price of $25.915 per share, a tax-withholding disposition rather than an open‑market sale. After these transactions, Brower directly holds 46,452 common shares of Natures Sunshine Products.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Brower Nathan G

Role EVP, General Counsel

Type	Security	Shares	Price	Value
Exercise	Common Shares	2,014	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	582	$25.915	$15K
Exercise	Common Shares	2,235	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	645	$25.915	$17K
Exercise	Common Shares	1,526	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	441	$25.915	$11K

Holdings After Transaction: Common Shares — 46,452 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

RSU shares vested: 5,775 shares Shares withheld for taxes: 1,668 shares Withholding share price: $25.915 per share +4 more

7 metrics

RSU shares vested 5,775 shares Performance-based restricted stock units vesting on May 5, 2026

Shares withheld for taxes 1,668 shares Tax-withholding dispositions on May 5, 2026

Withholding share price $25.915 per share Closing price used to determine tax-withholding shares

Net increase in shares 4,107 shares Vested RSUs minus tax-withholding shares

Post-transaction holdings 44,359 shares Direct common shares held after May 5, 2026 transactions

Adjusted EBITDA milestone 1 $51.1M Rolling 12-month adjusted EBITDA target for 2022 and 2023 grants

Adjusted EBITDA milestone 2 $52M Rolling 12-month adjusted EBITDA target for 2025 grant

Key Terms

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

5 terms

performance-based restricted stock unit financial

"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

"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"

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.

restricted stock units financial

"upon vesting of restricted stock units granted to the reporting person"

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.

FAQ

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

What did NATR EVP Nathan Brower report in this Form 4 filing?

Nathan G. Brower reported performance-based restricted stock units vesting and related tax-withholding share dispositions. He received vested common shares tied to adjusted EBITDA milestones and had a portion of those shares withheld to pay taxes, increasing his overall direct ownership stake in Natures Sunshine Products.

How many NATR shares vested for Nathan Brower in this Form 4?

Performance-based restricted stock units vested into 5,775 Natures Sunshine common shares for Nathan Brower. These vestings came from multiple grants triggered by the company achieving specific adjusted EBITDA milestones over rolling 12‑month periods, reflecting previously awarded equity compensation becoming fully earned.

How many NATR shares were withheld for taxes in Brower’s transactions?

A total of 1,668 Natures Sunshine common shares were withheld to cover tax liabilities on the vesting restricted stock units. The withholding used a share price of $25.915, based on the closing price of NATR common stock on May 5, 2026, instead of cash tax payment.

Were these NATR transactions open-market buys or sales by Nathan Brower?

These transactions were not open-market buys or sales. They represent vesting of performance-based restricted stock units and related tax-withholding dispositions where shares were withheld by the company to pay taxes, rather than being sold into the market by Brower.

What financial milestones triggered Brower’s RSU vesting at Natures Sunshine?

The vesting was triggered by Natures Sunshine achieving adjusted EBITDA milestones of $51.1M and $52M over rolling 12‑month periods. These thresholds were established under performance-based restricted stock unit grants awarded to Nathan Brower in 2022, 2023, and 2025, with staged vesting around milestone achievement.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/07/2026 - 05:29 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^*

Brower Nathan G

(Last)

(First)

(Middle)

2901 WEST BLUEGRASS BLVD. #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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, General Counsel

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		2,014	A	$0⁽¹⁾	44,359	D
Common Shares	05/05/2026		F		582	D	$25.915⁽²⁾	43,777	D
Common Shares	05/05/2026		M		2,235	A	$0⁽³⁾	46,012	D
Common Shares	05/05/2026		F		645	D	$25.915⁽²⁾	45,367	D
Common Shares	05/05/2026		M		1,526	A	$0⁽⁴⁾	46,893	D
Common Shares	05/05/2026		F		441	D	$25.915⁽²⁾	46,452	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:

	Nathan Brower	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