Jewett-Cameron Trading (JCTC) holder plans sale of 738,534 shares to Kotarba fund

Rhea-AI Filing Summary

Oregon Community Foundation, a 501(c)(3) nonprofit, reports beneficial ownership of 738,534 shares of Jewett-Cameron Trading Company Ltd. common stock, representing 21.0% of outstanding shares as of July 14, 2026. All shares were received as charitable gifts.

On August 6, 2026, Oregon Community Foundation entered into a Purchase and Sale Agreement with Kotarba Partners Fund I, LP to sell up to all 738,534 shares. Kotarba is obligated to buy 176,006 shares at $1.85 per share by September 30, 2026, with an option to purchase the remaining shares by March 31, 2028 at prices tied to 30‑day volume‑weighted average price, subject to a $1.85 floor and $4.00 cap. Oregon Community Foundation retains sole voting power over its shares, but may dispose of them only pursuant to this agreement.

Filing Explained

The block sale is not reported as completed: the initial purchase remains a future, conditional step. Kotarba must buy 176,006 shares by September 30, 2026, subject to closing conditions, or the agreement automatically terminates unless the parties mutually extend that date.

Key Figures

Beneficial ownership: 738,534 shares Ownership percentage: 21.0% Shares outstanding: 3,520,113 shares +5 more

8 metrics

Beneficial ownership 738,534 shares Shares of Jewett-Cameron common stock beneficially owned by Oregon Community Foundation

Ownership percentage 21.0% Percentage of Jewett-Cameron outstanding common stock represented by 738,534 shares

Shares outstanding 3,520,113 shares Jewett-Cameron shares outstanding as of July 14, 2026

Initial purchase obligation 176,006 shares Shares Kotarba Partners is obligated to buy at $1.85 per share by September 30, 2026

Initial purchase price $1.85 per share Price for 176,006 shares in the Initial Purchase under the Agreement

Price floor and cap $1.85–$4.00 per share Minimum and maximum prices for option shares based on 30-day VWAP

Open market sale July 8, 2026 1,451 shares at $2.5097 Sale of Jewett-Cameron common stock by Oregon Community Foundation

Open market sale July 9, 2026 5,282 shares at $2.5882 Sale of Jewett-Cameron common stock by Oregon Community Foundation

Key Terms

Purchase and Sale Agreement, volume-weighted average price, beneficially owns, sole voting power, +1 more

5 terms

Purchase and Sale Agreement financial

"entered into a Purchase and Sale Agreement (the "Agreement") with Kotarba Partners"

A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.

volume-weighted average price financial

"equal to 85% of the volume-weighted average price of the Company's common stock"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

beneficially owns financial

"the Reporting Person beneficially owns 738,534 Shares of Comon Stock, representing 21.0%"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole voting power financial

"the Reporting Person has the sole power to direct the vote of 738,534 Shares"

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.

Encumbrances financial

"retain sole record and beneficial ownership, free of any Encumbrances (as defined in the Agreement)"

Encumbrances are legal claims, liens, pledges or other restrictions attached to an asset that limit its use, sale or the amount of value that can be obtained from it. For investors they matter because encumbrances reduce an asset’s effective worth and can complicate ownership or financing—like buying a house that still has a mortgage or a lien, which lowers what you can keep or borrow against the property.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/10/2026 - 05:15 PM Accepted by SEC EDGAR 08/10/2026 - 05:15 PM Learn about SEC filing dates

FAQ

What stake in Jewett-Cameron Trading (JCTC) does Oregon Community Foundation report?

Oregon Community Foundation reports beneficial ownership of 738,534 shares of Jewett-Cameron Trading common stock, representing 21.0% of the company’s outstanding shares based on 3,520,113 shares outstanding as of July 14, 2026.

What agreement did Oregon Community Foundation enter into regarding JCTC shares?

On August 6, 2026, Oregon Community Foundation entered a Purchase and Sale Agreement with Kotarba Partners Fund I, LP to sell up to 738,534 shares of Jewett-Cameron common stock on specified price and timing terms.

How many Jewett-Cameron (JCTC) shares is Kotarba obligated to buy and at what price?

Kotarba Partners Fund I, LP is obligated to purchase 176,006 Jewett-Cameron shares from Oregon Community Foundation at $1.85 per share, with the purchase to occur no later than September 30, 2026, subject to customary closing conditions.

What are the pricing terms for Kotarba’s option on the remaining JCTC shares?

For remaining shares, 176,006 are priced at $1.85 per share and the balance at 85% of the 30‑day volume‑weighted average price, with a $1.85 minimum and $4.00 maximum per share, exercisable through March 31, 2028 if the initial purchase closes.

Does Oregon Community Foundation keep voting control of its JCTC shares under the agreement?

Yes. Oregon Community Foundation retains sole voting power over its 738,534 Jewett-Cameron shares but has agreed that disposition of these shares will occur only pursuant to the Purchase and Sale Agreement’s terms until it expires or terminates.

What recent open market sales of JCTC stock did Oregon Community Foundation disclose?

Oregon Community Foundation disclosed open market sales of 18,267 shares on July 7, 2026 at $2,5049 per share, 1,451 shares on July 8, 2026 at $2.5097, and 5,282 shares on July 9, 2026 at $2.5882.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

JEWETT CAMERON TRADING CO LTD

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

47733C207

(CUSIP Number)

Erica D. Daley
1221 SW Yamhill St., Suite 100
Portland, OR, 97205
503-224-5858

Mary Ann Frantz
1140 SW Washington St., Suite 700
Portland, OR, 97205
503-224-5858

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 47733C207

1

Name of reporting person

OREGON COMMUNITY FOUNDATION

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OREGON

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 738,534.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

738,534.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, No Par Value
(b)	Name of Issuer: JEWETT CAMERON TRADING CO LTD
(c)	Address of Issuer's Principal Executive Offices: 32275 NW HILLCREST, 32275 NW HILLCREST, NORTH PLAINS, OREGON , 97133.
Item 1 Comment: The title of the class of equity securities to which this Schedule 13D (the "Statement") relates is common stock, no par value ("Common Stock"), of Jewett-Cameron Trading Company Ltd., a British Columbia corporation (the "Company"). The address of the Company's principal executive offices is 32275 NW Hillcrest, North Plains, Oregon, 97133.
Item 2.	Identity and Background
(a)	Oregon Community Foundation
(b)	1221 SW Yamhill St. Ste 100, Portland, OR 97205
(c)	The Reporting Person is an Oregon nonprofit corporation whose address is 1221 SW Yamhill St. Ste 100, Portland, OR 97205
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is an Oregon nonprofit corporation and is recognized by the IRS as a 501(c(3) tax-exempt corporation
Item 3.	Source and Amount of Funds or Other Consideration
	All securities beneficially owned by the Reporting Person were received as charitable gifts.
Item 4.	Purpose of Transaction
	On August 6, 2026, the Reporting Person entered into a Purchase and Sale Agreement (the "Agreement") with Kotarba Partners Fund I, LP, a Delaware limited partnership (the "Purchaser"), pursuant to which the Reporting Person has agreed to sell to the Purchaser up to 738,534 shares of Common Stock (the "Shares"), comprising 100% of the shares of Common Stock beneficially owned by the Reporting Person as of the date of this filing, on the terms and conditions specified in the Agreement. Under the Agreement, the Purchaser is obligated to purchase 176,006 Shares at a purchase price of $1.85 per share no later than September 30, 2026, subject to customary closing conditions (the "Initial Purchase"). The Purchaser has the option to purchase the remaining Shares by no later than March 31, 2028; provided that the Initial Purchase has been completed. Of the remaining Shares, 176,006 will have a purchase price of $1.85 per share, and the balance will have a purchase price equal to 85% of the volume-weighted average price of the Company's common stock for the 30 consecutive trading days ending on the last business day immediately prior to the applicable closing date, subject to a minimum purchase price of $1.85 per share and a maximum purchase price of $4.00 per share. If the Initial Purchase is not completed by September 30, 2026 (which date may be extended by mutual agreement of the parties), the Agreement will terminate automatically. The parties may also agree to terminate the Agreement before March 31, 2028, whether or not additional purchases of Shares have been completed, or to extend the Purchaser's option to purchase the Shares beyond March 31, 2028. Other than as set forth in the Agreement, the Reporting Person has agreed to retain sole record and beneficial ownership, free of any Encumbrances (as defined in the Agreement), of all Shares that the Purchaser has the option to purchase under the Agreement (or as the parties may otherwise mutually agree), until the expiration or termination of the Agreement. The foregoing summary of the terms and conditions of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1 hereto and is incorporated herein by reference. The Reporting Person has no other present plans or proposals that relate to or would result in any of the events listed in Item 4. The Reporting Person may receive gifts of additional shares of Common Stock in the future and, in that event, may engage in sales of shares of Common Stock from time to time in furtherance of its charitable purposes.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this report, the Reporting Person beneficially owns 738,534 Shares of Comon Stock, representing 21.0% of the Company's outstanding shares of Common Stock (based on 3,520,113 shares outstanding as of July 14, 2026).
(b)	As of the date of this report, the Reporting Person has the sole power to direct the vote of 738,534 Shares it beneficially owns. The Reporting Person has agreed to sell 100% of the 738,534 Shares it beneficially owns on the terms set forth in the Agreement, of which the Purchaser is obligated to purchase only 176,006 Shares. Therefore, the Reporting Person presently has no power to dispose of the Shares other than pursuant to the Agreement.
(c)	The Reporting Person has not effected any transactions in the Issuer's Common Stock during the last sixty (60) days except as described in Item 4 or listed below: On July 7, 2026, the Reporting Person sold 18,267 shares of Common Stock in the open market at a per share price of $2,5049. On July 8, 2026, the Reporting Person sold 1,451 shares of Common Stock in the open market at a per share price of $2.5097. On July 9, 2026, the Reporting Person sold 5,282 shares of Common Stock in the open market at a per share price of $2.5882.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	See Item 4.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Purchase and Sale Agreement between The Oregon Community Foundation and Kotarba Partners Fund I, LP, a Delaware limited partnership, dated August 6, 2026.

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.

OREGON COMMUNITY FOUNDATION

Signature:	Erica D. Daley
Name/Title:	Chief Financial and Operations Officer
Date:	08/10/2026