Jones Leslie Shane 4

What Happened

• Leslie Shane Jones, Chief Financial Officer of Nature’s Sunshine Products, had performance-based restricted stock units convert into 6,488 shares on May 5, 2026 (two conversion events: 4,004 and 2,484 shares; reported as derivative conversions, code M). To cover tax withholding, 2,846 shares were withheld/disposed (1,756 and 1,090 shares) at an effective withholding price of $25.91, generating proceeds of $73,754 (codes F). Net new shares added to Jones’s position from these events: 3,642 shares.
• These were not open-market purchases or discretionary sales by the insider — they reflect RSUs vesting and company withholding shares to satisfy tax obligations.

Key Details

• Transaction date: May 5, 2026; Filing date: May 7, 2026 (filed timely within required reporting window).
• Acquisitions: 4,004 and 2,484 shares acquired via conversion/exercise of derivatives (reported at $0.00 per share).
• Withheld/disposed for taxes: 1,756 and 1,090 shares withheld at $25.91 (total proceeds $73,754).
• Net shares received: 6,488 vested − 2,846 withheld = +3,642 net shares added.
• Footnotes:
  • F1 & F3: The vested shares arise from achievement of adjusted EBITDA performance milestones tied to prior performance-based RSU grants (April 20, 2023 grant — $51.1M milestone; March 10, 2025 grant — $52M milestone). For each grant, half of the target vests on achievement; the remaining half vests one year later.
  • F2: The number of shares withheld to pay taxes was determined based on NATR’s closing price on May 5, 2026.
• Shares owned after these transactions were not provided in the supplied data; however, Jones’s holdings increased net by 3,642 shares.

Context

• Code M indicates conversion/exercise of a derivative instrument (here, performance-based RSUs converting to common stock upon meeting EBITDA targets). Code F indicates shares withheld by the company to satisfy tax withholding obligations (a common “sell-to-cover” mechanism), not an open-market sale by the insider.
• Vesting tied to performance milestones means the issuance reflects company performance triggers in prior grants rather than a new discretionary award. This activity is routine for executives receiving equity compensation and does not by itself indicate a buy or sell opinion.