Prescott Group Capital Management, affiliated investment funds, and principal Phil Frohlich report beneficial ownership of Nature's Sunshine Products, Inc. common stock. Prescott Group Aggressive Small Cap, L.P., Prescott Group Aggressive Small Cap II, L.P., and Prescott Group Aggressive Small Cap Master Fund, G.P. each report beneficial ownership of 1,922,918 shares of common stock. Prescott Group Capital Management, L.L.C. and Mr. Frohlich each report beneficial ownership of 1,924,486 shares, including 1,922,918 shares held by the Master Fund and 1,568 shares held in a separate partnership account. Each reporting person states beneficial ownership of approximately 10.9% of the issuer’s outstanding common stock, based on 17,595,520 shares outstanding as of July 24, 2026
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned by Small Cap Funds and Master Fund:1,922,918 sharesShares beneficially owned by Prescott Capital and Phil Frohlich:1,924,486 sharesAdditional shares in partnership Account:1,568 shares+2 more
5 metrics
Shares beneficially owned by Small Cap Funds and Master Fund1,922,918 sharesBeneficial ownership of Nature's Sunshine common stock for each of the Small Cap Funds and Master Fund
Shares beneficially owned by Prescott Capital and Phil Frohlich1,924,486 sharesBeneficial ownership of Nature's Sunshine common stock for Prescott Capital and Phil Frohlich
Additional shares in partnership Account1,568 sharesCommon stock of Nature's Sunshine held in a partnership account for which Prescott Capital is general partner
Ownership percentage10.9%Approximate percentage of outstanding Nature's Sunshine common stock beneficially owned by each reporting person
Shares outstanding baseline17,595,520 sharesNature's Sunshine common stock outstanding as of July 24, 2026, used to calculate ownership percentage
Key Terms
beneficial owner, sole voting power, shared dispositive power, Schedule 13G, +1 more
5 terms
beneficial ownerfinancial
"Each of the Small Cap Funds and the Master Fund is the beneficial owner of 1,922,918 shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
sole voting powerfinancial
"5 | Sole Voting Power 1,924,486.00 6 | Shared Voting Power 0.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
shared dispositive powerfinancial
"7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 1,922,918.00"
Schedule 13Gregulatory
"A Joint Filing Agreement is incorporated herein by reference to Exhibit 99 to the filed on November 10, 2020"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
percent of classfinancial
"Percent of class: Each of the Reporting Persons is the beneficial owner of approximately 10.9%"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
What ownership stake in NATR does Prescott Group report in this Schedule 13G/A?
Prescott Group and related reporting persons report beneficial ownership of approximately 10.9% of Nature's Sunshine Products, Inc. common stock, based on 17,595,520 shares outstanding as of July 24, 2026.
How many NATR shares are beneficially owned by Prescott Group funds?
Each of the Prescott Group Aggressive Small Cap funds and the Master Fund is the beneficial owner of 1,922,918 shares of Nature's Sunshine Products, Inc. common stock as of the reported date.
How many NATR shares does Phil Frohlich beneficially own?
Phil Frohlich is reported as beneficial owner of 1,924,486 shares of Nature's Sunshine Products, Inc. common stock, including shares held by the Master Fund and an additional 1,568 shares held in a partnership account.
On what share count is the 10.9% NATR ownership calculation based?
The 10.9% ownership figure is calculated using 17,595,520 shares of Nature's Sunshine Products, Inc. common stock outstanding as of July 24, 2026, as referenced from the company’s Form 10-Q.
Is Prescott Group seeking control of Nature's Sunshine Products (NATR)?
The reporting persons certify the securities were not acquired and are not held for the purpose of changing or influencing control of Nature's Sunshine Products, Inc., except for activities solely in connection with a nomination under Rule 14a-11.
Who are the reporting persons in this NATR Schedule 13G/A amendment?
The reporting persons are Prescott Group Capital Management, L.L.C., two Prescott Group Aggressive Small Cap limited partnerships, Prescott Group Aggressive Small Cap Master Fund, G.P., and Phil Frohlich as principal of Prescott Capital.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
NATURES SUNSHINE PRODUCTS INC
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
639027101
(CUSIP Number)
08/06/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
639027101
1
Names of Reporting Persons
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
OKLAHOMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,924,486.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,924,486.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,924,486.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.9 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
639027101
1
Names of Reporting Persons
PRESCOTT GROUP AGGRESSIVE SMALL CAP LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
OKLAHOMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,922,918.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,922,918.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,918.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
639027101
1
Names of Reporting Persons
PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
OKLAHOMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,922,918.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,922,918.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,918.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
639027101
1
Names of Reporting Persons
PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
OKLAHOMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,922,918.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,922,918.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,918.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
639027101
1
Names of Reporting Persons
FROHLICH PHIL
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,924,486.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,924,486.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,924,486.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NATURES SUNSHINE PRODUCTS INC
(b)
Address of issuer's principal executive offices:
2901 WEST BLUEGRASS BLVD., SUITE 100, LEHI, UTAH, 84048.
Item 2.
(a)
Name of person filing:
Prescott Group Capital Management, L.L.C. ("Prescott Capital"), Prescott Group Aggressive Small Cap, L.P. ("Prescott Small Cap"), Prescott Group Aggressive Small Cap II, L.P. ("Prescott Small Cap II" and, together with Prescott Small Cap, the "Small Cap Funds"), Prescott Group Aggressive Small Cap Master Fund, G.P. ("Master Fund") and Mr. Phil Frohlich (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104
(c)
Citizenship:
Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.
(d)
Title of class of securities:
Common Stock, no par value per share
(e)
CUSIP No.:
639027101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Each of the Small Cap Funds and the Master Fund is the beneficial owner of 1,922,918 shares of Common Stock, no par value per share ("Common Stock") of Nature's Sunshine Products, Inc. (the "Issuer") as of the date hereof. Each of Prescott Capital and Mr. Frohlich is the beneficial owner of 1,924,486 shares of Common Stock of the Issuer as of the date hereof.
This Amendment relates to shares of Common Stock of the Issuer held in the account of the (i) Master Fund, of which the Small Cap Funds are general partners, and (ii) a partnership of which Prescott Capital serves as the general partner (the "Account").
Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of the 1,922,918 shares of Common Stock held by the Master Fund as of the date hereof. As the general partner of the Account, Prescott Capital may direct the vote and disposition of the 1,568 shares of Common Stock held by the Account as of the date hereof. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 1,922,918 shares of Common Stock held by the Master Fund as of the date hereof and the 1,568 shares of Common Stock held by the Account as of the date hereof.
(b)
Percent of class:
Each of the Reporting Persons is the beneficial owner of approximately 10.9% of the outstanding shares of Common Stock of the Issuer as of the date hereof. This percentage is determined by dividing 1,922,918 and 1,924,486, respectively, by 17,595,520, the number of shares of Common Stock outstanding as of July 24, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
Signature:
/s/ Phil Frohlich
Name/Title:
Phil Frohlich, Managing Member
Date:
08/10/2026
PRESCOTT GROUP AGGRESSIVE SMALL CAP LP
Signature:
/s/ Phil Frohlich
Name/Title:
Phil Frohlich, Managing Member of Prescott Group Capital Management, L.L.C., its general partner
Date:
08/10/2026
PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP
Signature:
/s/ Phil Frohlich
Name/Title:
Phil Frohlich, Managing Member of Prescott Group Capital Management, L.L.C., its general partner
Date:
08/10/2026
PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP
Signature:
/s/ Phil Frohlich
Name/Title:
See Comments
Date:
08/10/2026
FROHLICH PHIL
Signature:
/s/ Phil Frohlich
Name/Title:
Phil Frohlich, Self
Date:
08/10/2026
Comments accompanying signature: Phil Frohlich, Managing Member of Prescott Group Capital Management, L.L.C., the general partner of Prescott Group Aggressive Small Cap II, L.P., and the general partner of Prescott Group Aggressive Small Cap, L.P.
Exhibit Information
A Joint Filing Agreement is incorporated herein by reference to Exhibit 99 to the Schedule 13G filed on November 10, 2020 by the Reporting Persons with the SEC (https://www.sec.gov/Archives/edgar/data/275053/000131586320000918/sc_13g_natures.htm).