Brower Nathan G 4

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.