Norman Daniel C 4

What Happened

• Daniel C. Norman, EVP & President, Asia of Nature's Sunshine Products, had performance-based restricted stock units vest on May 5, 2026. Three conversions/exercises (code M) resulted in issuance of 2,448, 2,716 and 2,124 shares (total 7,288) at $0.00 per share (these reflect RSU vesting, not a cash purchase).
• To satisfy tax withholding (code F), the company withheld 707, 784 and 613 shares (total 2,104) at $25.91 per share, generating proceeds of $18,322; $20,317; and $15,886 respectively (combined ~$54,525). The withheld-share amounts were determined based on the May 5, 2026 closing price.

Key Details

• Transaction date: May 5, 2026; Form filed May 7, 2026 (timely).
• Acquired: 7,288 shares via RSU settlement (reported as derivative conversion/exercise, code M) at $0.00 per share.
• Disposed/withheld: 2,104 shares for tax withholding (code F) at $25.91, total ~$54,525.
• Footnotes: Vesting tied to achievement of adjusted EBITDA milestones under performance-based RSU grants (grants dated July 21, 2022; April 20, 2023; March 10, 2025). Half of each target vests on milestone achievement; the other half vests one year later. One footnote notes withholding was calculated using the May 5, 2026 closing price.
• Shares owned after the transaction are not shown in the provided excerpt.

Context

• These transactions reflect settlement of performance-based RSUs and a net share/cashless tax withholding—common compensation mechanics—not an open-market sale or purchase signal.
• The acquisitions are awards (not purchases), and the withheld shares simply satisfy withholding obligations; they don't necessarily indicate the insider is bearish or otherwise adjusting a personal market position.