Natural Grocers By Vitamin Cot SEC Filings

Natural Grocers by Vitamin Cottage, Inc. director David C. Rooney reported equity compensation activity involving restricted stock units tied to NGVC common stock. On March 4, 2026, he was granted 2,253 restricted stock units, each representing a contingent right to receive one share of NGVC common stock, for service on the company’s board of directors. These units are scheduled to vest on March 4, 2027, subject to continued service, and will be settled in NGVC common shares.

On March 5, 2026, 1,532 restricted stock units vested and were settled into 1,532 shares of NGVC common stock at a price of $0.00 per share, reflecting an exercise or conversion of a derivative security rather than an open-market purchase. Following these transactions, Rooney directly held 3,785 restricted stock units before the vesting conversion and 2,253 restricted stock units afterward, and his direct ownership of NGVC common stock increased to 20,364 shares.

Natural Grocers by Vitamin Cottage, Inc. director Edward Cerkovnik reported equity compensation activity involving restricted stock units (RSUs) and common shares.

On March 4, 2026, he received a grant of 2,253 RSUs for service on the board. These RSUs will vest on March 4, 2027, subject to continued service, and will be settled in shares of NGVC common stock.

On March 5, 2026, 1,532 RSUs vested and were converted into 1,532 shares of common stock at no exercise price, reflecting a derivative exercise/conversion rather than an open‑market purchase. Following these transactions, he directly holds 61,748 common shares and 2,253 RSUs.

Buffa Sandra reported acquisition or exercise transactions in this Form 4 filing.

Natural Grocers by Vitamin Cottage director Sandra Buffa reported equity-based awards and conversions rather than open‑market trades. On March 5, 2026, 1,532 restricted stock units vested and were settled in an equal number of common shares, leaving her with 13,551 common shares held directly.

Following that vesting, 2,253 restricted stock units remained outstanding. On March 4, 2026, she also received a new grant of restricted stock units for service on the board of directors; 3,785 units were outstanding after this grant. These new units will vest on March 4, 2027, subject to continued service and will be settled in common stock.

Natural Grocers by Vitamin Cottage, Inc. filed a current report to note that it has released financial results for the three months ended December 31, 2025. The company issued a press release on February 5, 2026, which is furnished as Exhibit 99.1 to this report.

The report clarifies that the press release and related information are furnished, not filed, under securities laws and are not automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced.

Natural Grocers by Vitamin Cottage, Inc. reported modest growth for the quarter ended December 31, 2025. Net sales were $335.6 million, up 1.6% year over year, driven by a 1.7% increase in daily average comparable store sales, with both transaction counts and ticket size improving.

Gross profit held essentially flat at $98.9 million, while gross margin slipped to 29.5% from 29.9% due to lower product margin and higher inventory shrink. Tighter cost control helped operating income rise 9.7% to $14.6 million, and net income increased to $11.3 million, or $0.49 per diluted share, from $9.9 million, or $0.43 per diluted share.

Cash flow from operations strengthened significantly to $21.1 million, and cash and cash equivalents reached $23.2 million with no borrowings outstanding on the $70.0 million revolving credit facility. The company operated 168 stores at quarter end, paid a $0.15 per share dividend, and the board approved another $0.15 dividend payable in March 2026.

Natural Grocers by Vitamin Cottage, Inc. is asking stockholders to vote on two main items at its March 4, 2026 virtual annual meeting. Stockholders will elect three Class II directors—Sandra Buffa, Zephyr Isely and David Rooney—for three-year terms ending at the 2029 annual meeting, and vote on ratifying KPMG LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026.

The company has a seven‑member classified board and qualifies as a NYSE “controlled company” because the Isely family and related entities beneficially own about 57.9% of the common stock as of January 13, 2026. Independent directors Sandra Buffa, Edward Cerkovnik and David Rooney serve on the audit committee, which oversaw audit fees to KPMG of $974,000 for fiscal 2024 and $993,432 for fiscal 2025.

Executive pay is primarily salary and discretionary cash bonuses, with limited equity awards. In fiscal 2025, each Co‑President earned salary of $619,800 (Kemper) and $588,000 (Zephyr), while Executive Vice Presidents Heather and Elizabeth Isely each received $540,000 in salary and $365,000 in discretionary bonus. New CFO Richard Hallé received $559,746 in salary, $567,500 in cash bonuses and equity awards valued at $5,673,050, including 200,000 restricted stock units scheduled to vest in 2029 or upon certain change‑in‑control events.

Natural Grocers by Vitamin Cottage, Inc. files its annual report describing its specialty retail business in natural and organic groceries and dietary supplements for fiscal year 2025. The company operates 169 stores in 21 states

As of September 30, 2025, Natural Grocers employed 3,455 full-time and 795 part-time Crew members and had about 2.7 million registered {N}power members. In fiscal 2025 it opened two new stores and plans to open six to eight new stores in fiscal 2026 while targeting annual unit growth of 4%–5%. Key risks highlighted include intense competition, changing consumer preferences, macroeconomic pressures such as inflation, supply chain and construction cost volatility, and an evolving regulatory landscape for food and dietary supplements.