Lanoy Jonathan David 4

What Happened

• Jonathan Lanoy, SVP and Chief Accounting Officer of NATURES SUNSHINE PRODUCTS INC (NATR), had performance-based restricted stock units vest on May 5, 2026 and converted those units into 3,158 shares of common stock (no exercise price). To cover withholding tax obligations, 912 of those shares were withheld/disposed at $25.91 per share for a total withholding of $23,635 (133 shares = $3,447; 452 shares = $11,714; 327 shares = $8,474). The acquired shares show an acquisition price of $0.00 per share (conversion/vesting).

Key Details

• Transaction date: May 5, 2026 (filed May 7, 2026; timely Form 4)
• Acquired via conversion/vesting: 3,158 shares (460; 1,565; 1,133) at $0.00
• Shares withheld/disposed for taxes: 912 shares at $25.91, total $23,635
• Footnotes: Vesting resulted from achievement of adjusted EBITDA milestones under performance-based RSU grants dated July 21, 2022; April 20, 2023; and March 10, 2025 (half of each grant vests upon achievement, the other half vests one year later). Withheld-share count was determined based on the May 5, 2026 closing price.
• Shares owned after transaction: Not specified in the filing
• Filing timeliness: Filed two days after the transactions (appears timely)

Context

• These were conversions/vestings of performance-based restricted stock units (reported as derivative exercises). The withholding of 912 shares is a standard tax-withholding/net settlement to satisfy tax obligations on vesting, not an open-market sale for cash.
• Such vesting reflects achievement of corporate performance milestones (adjusted EBITDA targets) and is routine compensation-related activity rather than an independent open-market purchase or discretionary sale by the insider.