Brower Nathan G 4

4 · NATURES SUNSHINE PRODUCTS INC · Filed May 7, 2026

AI-generated summary of this filing

Updated May 7, 2026

Nature's Sunshine (NATR) EVP Nathan Brower Exercises RSUs; Shares Withheld

What Happened

Nathan G. Brower, EVP and General Counsel of Nature's Sunshine (NATR), had performance-based restricted stock units convert/vest on 2026-05-05, resulting in the acquisition of 5,775 shares (three conversion events of 2,014; 2,235; and 1,526 shares reported at $0.00 exercise price).
To satisfy tax withholding obligations, 1,668 shares were withheld/disposed at $25.91 per share (three withholding events of 582; 645; and 441 shares), totaling $43,227. These transactions reflect vesting/conversion and tax withholding rather than an open-market sale or purchase.

Key Details

Transaction date: May 5, 2026; Form 4 filed May 7, 2026 (appears timely within standard 2-business-day window).
Conversion (M): 2,014; 2,235; 1,526 shares acquired at $0.00 (total 5,775 shares).
Tax withholding (F): 582; 645; 441 shares withheld at $25.91 each, total cash value withheld ≈ $43,227.
Shares owned after transaction: not specified in the provided excerpt of the filing.
Footnotes: Vesting resulted from achievement of adjusted EBITDA milestones tied to performance-based RSU grants (grant dates cited in the filing: 7/21/2022, 4/20/2023, and 3/10/2025). Footnote also notes shares withheld were determined based on the May 5, 2026 closing price.
Transaction codes: M = exercise/conversion of derivative (here, conversion/vesting of performance RSUs); F = shares withheld to satisfy tax liability.

Context

This was essentially a vesting/conversion event of performance RSUs with a portion of shares withheld for taxes (a routine, non‑market sale step), not an open‑market purchase or discretionary sale that signals a directional bet.
For retail investors, the key takeaway is that management received newly vested shares tied to performance milestones; part of those shares were retained by the company to cover taxes.

Form 4

Period: 2026-05-05

EVP, General Counsel

Transactions

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.

Signature

Nathan Brower|2026-05-07

1 file