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  4. [Form 3] Nature's Sunshine Products Inc. Initial Statement of Beneficial Ownership

Prescott Group and Phil Frohlich Report 1.78M Indirect NATR Shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Nature's Sunshine Products, Inc. (NATR) appears on a Form 3 reporting an initial indirect position of 1,783,097 shares of common stock acquired in an account of the Prescott Group Aggressive Small Cap Master Fund. The transaction date requiring the statement is 07/31/2025. The filing lists Prescott Group Capital Management, L.L.C., related Prescott Group funds and Phil Frohlich as the reporting persons and indicates a relationship marked as Director.

The filing states the shares are held indirectly through the Master Fund for the accounts of two Small Cap funds, with Prescott Capital acting as general partner and investment manager and receiving capital allocation and partnership interest. The filing also includes a legal disclaimer that Prescott Capital and Mr. Frohlich disclaim beneficial ownership under Rule 16a-1, while noting Mr. Frohlich controlled disposition and voting at the time of purchase.

Positive

  • Initial disclosure of an indirect holding of 1,783,097 shares provides transparency about investor positions in NATR
  • Clear ownership chain is described: shares held in a Master Fund for the Small Cap funds with Prescott Capital as general partner and manager

Negative

  • Beneficial ownership disclaimer by Prescott Capital and Phil Frohlich under Rule 16a-1 may limit clarity on direct beneficial control
  • No percentage ownership or total outstanding shares are provided, so the filing does not show how large the stake is relative to the company

Insights

TL;DR: Form 3 discloses a material indirect stake of 1,783,097 shares in NATR, held through Prescott-managed funds.

The filing reports an indirect holding of 1,783,097 common shares in Nature's Sunshine held in the Master Fund account for two Small Cap funds, with Prescott Group Capital Management serving as general partner and investment manager. The filing includes a Rule 16a-1 disclaimer by Prescott Capital and Phil Frohlich but also records that Mr. Frohlich controlled voting and disposition at purchase. For investors, the key facts are the size of the disclosed position and the layered ownership structure; the filing itself does not quantify percentage ownership or state any transactions beyond the reported holdings.

TL;DR: Governance disclosure shows director-related reporting and a legal disclaimer, clarifying control and indirect ownership.

The document names Prescott Group Capital Management, related fund entities, and Phil Frohlich as reporting persons and marks a director relationship. It explains that the Master Fund holds the shares for the Small Cap funds, Prescott Capital is the general partner/investment manager, and that Mr. Frohlich, as managing member, controlled disposition and voting at purchase. The inclusion of an explicit disclaimer under Rule 16a-1 is notable and affects how beneficial ownership is legally characterized in the filing.

Insider PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C., PRESCOTT GROUP AGGRESSIVE SMALL CAP LP, PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP, PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP, FROHLICH PHIL
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Common Stock, no par value -- -- --
Holdings After Transaction: Common Stock, no par value — 1,783,097 shares (Indirect, See Footnote)
Footnotes (2)
  1. F1. The filing of this Form 3 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the managing member of Prescott Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, no par value (the "Common Stock"), of Nature's Sunshine Products, Inc. (the "Issuer") held by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. and Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Mr. Frohlich disclaim such beneficial ownership.
  2. F2. This Form 3 relates to shares of Common Stock of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds. The Master Fund holds the shares of Common Stock for the accounts of the Small Cap Funds. Prescott Capital receives a portion of the profits in the way of a capital allocation from, and owns a partnership interest in, the Small Cap Funds. Phil Frohlich reports the Common Stock held indirectly by Prescott Capital because, as the managing member of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities.

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FAQ

What did the Form 3 for NATR report?
The Form 3 reports an indirect beneficial ownership of 1,783,097 shares of Nature's Sunshine Products, Inc. common stock.

Who are the reporting persons on the Form 3 for NATR?
Prescott Group Capital Management, L.L.C.; Prescott Group Aggressive Small Cap, L.P.; Prescott Group Aggressive Small Cap II, L.P.; Prescott Group Aggressive Small Cap Master Fund, G.P.; and Phil Frohlich.

How are the NATR shares held according to the filing?
The shares are held indirectly in the Master Fund account for the Small Cap funds, with Prescott Capital acting as general partner and investment manager.

When is the date of the event requiring the Form 3 for NATR?
The Date of Event requiring the statement is 07/31/2025.
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
(Last) (First) (Middle)
1924 S UTICA AVE
SUITE 1120
(Street)
TULSA OK 74104
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2025 		3. Issuer Name and Ticker or Trading Symbol
NATURES SUNSHINE PRODUCTS INC [ NATR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value 1,783,097(1) I See Footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
(Last) (First) (Middle)
1924 S UTICA AVE
SUITE 1120
(Street)
TULSA OK 74104
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PRESCOTT GROUP AGGRESSIVE SMALL CAP LP
(Last) (First) (Middle)
1924 S UTICA AVE, SUITE 1120
(Street)
TULSA OK 74104
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP
(Last) (First) (Middle)
1924 S UTICA AVE, SUITE 1120
(Street)
TULSA OK 74104
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP
(Last) (First) (Middle)
1924 S UTICA AVE, SUITE 1120
(Street)
TULSA OK 74104
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FROHLICH PHIL
(Last) (First) (Middle)
1924 S UTICA AVE, SUITE 1120
(Street)
TULSA OK 74104
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The filing of this Form 3 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the managing member of Prescott Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, no par value (the "Common Stock"), of Nature's Sunshine Products, Inc. (the "Issuer") held by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. and Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Mr. Frohlich disclaim such beneficial ownership.
2. This Form 3 relates to shares of Common Stock of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds. The Master Fund holds the shares of Common Stock for the accounts of the Small Cap Funds. Prescott Capital receives a portion of the profits in the way of a capital allocation from, and owns a partnership interest in, the Small Cap Funds. Phil Frohlich reports the Common Stock held indirectly by Prescott Capital because, as the managing member of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities.
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C., Name: /s/ Phil Frohlich, Title: Managing Member 08/11/2025
PRESCOTT GROUP AGGRESSIVE SMALL CAP, L.P., By: Prescott Group Capital Management, L.L.C., its general partner, Name: /s/ Phil Frohlich, Title: Managing Member 08/11/2025
PRESCOTT GROUP AGGRESSIVE SMALL CAP II, L.P., By: Prescott Group Capital Management, L.L.C., its general partner, Name: /s/ Phil Frohlich, Title: Managing Member 08/11/2025
PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND, G.P., By: Prescott Group Aggressive Small Cap, L.P., GP, By: Prescott Group Aggressive Small Cap II, L.P., GP, By: Prescott Group Capital Management, L.L.C., GP, Name: /s/ Phil Frohlich, Title: MM 08/11/2025
/s/ Phil Frohlich 08/11/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR