Form 4: NATURES SUNSHINE CAO Vests Shares, Withholds for Tax

NATURES SUNSHINE PRODUCTS INC's SVP, Chief Accounting Officer, Jonathan David Lanoy, reported the vesting of performance-based restricted stock units and subsequent tax-related share dispositions.

Summary

• Jonathan David Lanoy, SVP, Chief Accounting Officer of NATURES SUNSHINE PRODUCTS INC, reported transactions on November 4, 2025.
• 230 common shares vested from a July 21, 2022, performance-based restricted stock unit grant, triggered by achieving an adjusted EBITDA milestone of $46.2 million over a rolling 12-month period.
• 79 common shares were disposed of at $13.75 per share to cover tax obligations related to the vesting of the first grant.
• 1,566 common shares vested from an April 20, 2023, performance-based restricted stock unit grant, also due to achieving the $46.2 million adjusted EBITDA milestone.
• 535 common shares were disposed of at $13.75 per share to cover tax obligations related to the vesting of the second grant.
• Following these transactions, Jonathan David Lanoy beneficially owns 51,233 common shares directly.

Sentiment

Score: 6

Explanation: The filing indicates the achievement of performance milestones leading to RSU vesting, which is positive. However, the subsequent share dispositions for tax purposes are routine and do not significantly alter the overall sentiment, resulting in a slightly positive but largely neutral outlook.

Positives

• The vesting of 230 common shares and 1,566 common shares, totaling 1,796 shares, indicates the achievement of a performance milestone.
• The achievement of an adjusted EBITDA milestone of $46.2 million over a rolling 12-month period demonstrates strong operational performance.

Negatives

• A total of 614 common shares (79 + 535) were disposed of at $13.75 per share to satisfy tax withholding obligations, reducing the direct beneficial ownership.

Future Outlook

Half of the shares from both the July 21, 2022, and April 20, 2023, performance-based restricted stock unit grants are expected to vest one year following the achievement of the adjusted EBITDA milestone.

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation and does not provide broader industry context.

Stakeholder Impact

• Shareholders: The report details routine executive compensation, which is a standard aspect of corporate governance and does not indicate a significant direct impact on current share value beyond the underlying performance achievement.

Next Steps

• The remaining half of the performance-based restricted stock units from the July 21, 2022, and April 20, 2023, grants are scheduled to vest one year after the achievement of the adjusted EBITDA milestone.

Key Dates

Keywords

NATURES SUNSHINE PRODUCTS, NATR, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Executive Compensation, EBITDA Milestone, Share Disposition, Tax Withholding