Natural Grocers (NYSE: NGVC) Q3 2026 sales rise 1.8%, guidance refined

Rhea-AI Filing Summary

Natural Grocers by Vitamin Cottage reported third quarter fiscal 2026 results for the period ended June 30, 2026. Net sales increased 1.8% to $334.7 million, driven by higher comparable store sales and new store contributions, partly offset by closed stores. Daily average comparable store sales rose 1.2%, reflecting a 3.1% increase in transaction size and a 1.8% decline in transaction count. Gross margin decreased to 29.3% from 29.9% due to sales mix, higher shrink and freight costs.

Store expenses grew modestly while administrative expenses declined, including a $2.0 million business interruption insurance recovery related to a distributor cybersecurity incident. Operating income was $15.0 million and net income was $11.1 million, or $0.48 diluted EPS, compared with $11.6 million and $0.50 a year earlier. For the first nine months, net sales were $1,007.7 million and net income was $35.8 million, or $1.54 diluted EPS, with Adjusted EBITDA of $73.4 million, similar to the prior-year period.

As of June 30, 2026, cash and cash equivalents were $17.5 million with no borrowings under the $70.0 million revolving credit facility; cash from operations was $55.1 million against $40.3 million of capital expenditures. The company opened three new stores in the quarter and two afterward, and declared a quarterly cash dividend of $0.15 per share, payable September 2, 2026. Fiscal 2026 guidance was refined, narrowing the ranges for comparable store sales growth and diluted EPS and updating expected new store openings to 6–7.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Net sales Q3 2026: $334.7 million Net income Q3 2026: $11.1 million Net sales nine months 2026: $1,007.7 million +5 more

8 metrics

Net sales Q3 2026 $334.7 million Third quarter fiscal 2026 net sales increased 1.8% versus Q3 2025

Net income Q3 2026 $11.1 million Third quarter fiscal 2026 net income; diluted EPS was $0.48

Net sales nine months 2026 $1,007.7 million First nine months fiscal 2026 net sales grew 1.3% versus 2025

Net income nine months 2026 $35.8 million First nine months fiscal 2026 net income; diluted EPS was $1.54

Adjusted EBITDA nine months 2026 $73.4 million First nine months fiscal 2026 Adjusted EBITDA compared to $73.5 million in 2025

Cash from operations $55.1 million Net cash provided by operating activities in the first nine months of fiscal 2026

Cash and cash equivalents $17.5 million Cash and cash equivalents balance as of June 30, 2026

Quarterly dividend per share $0.15 Quarterly cash dividend declared, payable September 2, 2026

Key Terms

daily average comparable store sales, Adjusted EBITDA, business interruption insurance recovery gain, Co-PACE Financing, +1 more

5 terms

daily average comparable store sales financial

"Daily average comparable store sales increased 1.2% in the third quarter of fiscal 2026"

Adjusted EBITDA financial

"Adjusted EBITDA for the third quarter of fiscal 2026 was $22.5 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

business interruption insurance recovery gain financial

"Administrative expenses included a business interruption insurance recovery gain of $2.0 million"

Co-PACE Financing financial

"Building and land acquired in exchange for assumed Co-PACE Financing"

SaaS implementation costs financial

"Amortization of SaaS implementation costs is excluded in Adjusted EBITDA"

Earnings Snapshot

Net sales growth Q3 2026: 1.8% · Guidance included

Third quarter and first nine months of fiscal 2026

Net sales growth Q3 2026 1.8% Net sales increased 1.8% to $334.7 million compared to the third quarter of fiscal 2025.

Net income Q3 2026 $11.1 million, $0.48 diluted EPS Compared to net income of $11.6 million, or $0.50 diluted EPS, in the third quarter of fiscal 2025.

Net income nine months 2026 $35.8 million, $1.54 diluted EPS Compared to net income of $34.6 million, or $1.49 diluted EPS, for the first nine months of fiscal 2025.

Adjusted EBITDA nine months 2026 $73.4 million Compared to Adjusted EBITDA of $73.5 million in the first nine months of fiscal 2025.

Guidance

Updated fiscal 2026 outlook: 6 to 7 new stores; 2 relocations/remodels; daily average comparable store sales growth of 1.5% to 2.0%; diluted earnings per share of $2.07 to $2.11; capital expenditures of $45 to $50 million.

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Available on EDGAR 08/06/2026 - 04:10 PM Accepted by SEC EDGAR 08/06/2026 - 04:09 PM Learn about SEC filing dates

FAQ

What were Natural Grocers (NGVC) third quarter fiscal 2026 net sales and earnings?

Natural Grocers reported Q3 2026 net sales of $334.7 million and net income of $11.1 million, or $0.48 diluted EPS. Sales rose 1.8% year over year, while net income and diluted EPS were slightly below the third quarter of fiscal 2025 levels.

How did NGVC’s comparable store sales perform in third quarter fiscal 2026?

In Q3 fiscal 2026, NGVC’s daily average comparable store sales increased 1.2%. This reflected a 3.1% increase in average transaction size, partially offset by a 1.8% decrease in daily average transaction count, indicating higher spend per visit but fewer transactions.

What dividend did Natural Grocers (NGVC) declare with its Q3 2026 results?

Natural Grocers declared a quarterly cash dividend of $0.15 per common share. The dividend is payable on September 2, 2026 to stockholders of record at the close of business on August 17, 2026, continuing the company’s cash return to shareholders.

What updated fiscal 2026 outlook did NGVC provide in this 8-K filing?

NGVC’s updated 2026 outlook calls for 6 to 7 new stores, 2 relocations/remodels, 1.5% to 2.0% daily average comparable store sales growth, diluted EPS of $2.07 to $2.11, and $45 to $50 million in capital expenditures, refining its prior guidance ranges.

What was Natural Grocers’ (NGVC) cash flow and balance sheet position at June 30, 2026?

As of June 30, 2026, NGVC held $17.5 million in cash and cash equivalents and had no borrowings on its $70.0 million revolving credit facility. For the first nine months of fiscal 2026, the company generated $55.1 million in cash from operations and invested $40.3 million in capital expenditures.

How did NGVC’s EBITDA and Adjusted EBITDA trend in Q3 and nine months fiscal 2026?

In Q3 2026, EBITDA was $23.3 million and Adjusted EBITDA was $22.5 million, compared with $23.5 million and $24.4 million a year earlier. For the first nine months, EBITDA was $72.2 million and Adjusted EBITDA was $73.4 million, similar to fiscal 2025 levels.

false 0001547459 0001547459 2026-08-06 2026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 6, 2026

Natural Grocers by Vitamin Cottage, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35608		45-5034161
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

12612 West Alameda Parkway

Lakewood, Colorado 80228

(Address of principal executive offices) (Zip Code)

(303) 986-4600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, $0.001 par value		NGVC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02         Results of Operations and Financial Condition.

On August 6, 2026, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Additionally, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01         Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No.		Description
99.1		Press release of Natural Grocers by Vitamin Cottage, Inc. dated August 6, 2026 announcing financial results.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 6, 2026

	Natural Grocers by Vitamin Cottage, Inc.
	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President

3

Exhibit 99.1

Natural Grocers by Vitamin Cottage Announces Third Quarter Fiscal 2026 Results

Lakewood, Colorado, August 6, 2026. Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) today announced results for its third quarter of fiscal 2026 ended June 30, 2026.

Highlights for Third Quarter Fiscal 2026 Compared to Third Quarter Fiscal 2025

● Net sales increased 1.8% to $334.7 million;

● Daily average comparable store sales increased 1.2%, and 8.6% on a two-year basis;

● Net income was $11.1 million, with diluted earnings per share of $0.48; and

● Opened three new stores and relocated one store.

“We delivered positive daily average comparable store sales growth in the third quarter despite a challenging consumer environment, with comparable store sales growth accelerating to 1.2% from 0.5% in the second quarter. Furthermore, our new store unit growth strategy continues to gain momentum, with six stores opened fiscal year-to-date, including three during the third quarter and two subsequent to quarter-end,” said Kemper Isely, Co-President. “We believe that our accelerating new store unit growth, an increasing consumer focus on health and wellness, and our differentiated offering – built on rigorous product standards and our Always Affordable^SM pricing strategy – position Natural Grocers for long-term growth by delivering compelling value to customers and strengthening our competitive position.”

Mr. Isely added, “We are honored to be named the 2026 Sustainability Retailer of the Year by Produce Business, a leading trade publication serving the fresh produce industry. This recognition reflects our longstanding commitment to sustainability, from offering 100% certified organic produce to supporting regenerative agriculture and environmental stewardship. It also underscores the purpose-driven values that continue to guide our Company and serve our customers and communities.”

In addition to presenting the financial results of Natural Grocers by Vitamin Cottage, Inc. and its subsidiaries (collectively, the Company) in conformity with U.S. generally accepted accounting principles (GAAP), the Company is also presenting EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. The reconciliation from GAAP to these non-GAAP financial measures is provided at the end of this earnings release.

Operating Results — Third Quarter Fiscal 2026 Compared to Third Quarter Fiscal 2025

Net sales during the third quarter of fiscal 2026 increased $6.0 million, or 1.8%, to $334.7 million, compared to the third quarter of fiscal 2025, due to a $4.0 million increase in comparable store sales and a $3.1 million increase in new store sales, partially offset by a $1.1 million decrease in net sales related to closed stores. Daily average comparable store sales increased 1.2% in the third quarter of fiscal 2026, comprised of a 3.1% increase in daily average transaction size and a 1.8% decrease in daily average transaction count.

Gross profit during the third quarter of fiscal 2026 decreased $0.3 million to $98.0 million. Gross profit reflects earnings after product and store occupancy costs. Gross margin decreased to 29.3% during the third quarter of fiscal 2026, compared to 29.9% in the third quarter of fiscal 2025. The decrease in gross margin was driven by lower product margin primarily due to an unfavorable change in sales mix, as well as higher merchandise inventory shrink and freight costs. The Company’s primary distributor’s cybersecurity incident in the third quarter of fiscal 2025 affected the year-over-year comparability of product margin mix and shrink for the current period.

Store expenses during the third quarter of fiscal 2026 increased 0.7% to $72.2 million. Store expenses as a percentage of net sales were 21.6% during the third quarter of fiscal 2026, down from 21.8% in the third quarter of fiscal 2025, driven by expense management.

Administrative expenses during the third quarter of fiscal 2026 were $9.5 million, compared to $10.9 million in the third quarter of fiscal 2025. Administrative expenses as a percentage of net sales were 2.8% in the third quarter of fiscal 2026, down from 3.3% in the third quarter of fiscal 2025. Administrative expenses during the third quarter of fiscal 2026 included a business interruption insurance recovery gain of $2.0 million related to the Company’s primary distributor’s cybersecurity incident in June and July 2025.

Pre-opening expenses during the third quarter of fiscal 2026 were $1.3 million compared to less than $0.1 million during the third quarter of fiscal 2025.

Operating income for the third quarter of fiscal 2026 was $15.0 million, compared to $15.6 million in the third quarter of fiscal 2025. Operating margin during the third quarter of fiscal 2026 was 4.5%, down from 4.7% in the third quarter of fiscal 2025.

Net income for the third quarter of fiscal 2026 was $11.1 million, or $0.48 diluted earnings per share, compared to net income of $11.6 million, or $0.50 diluted earnings per share, for the third quarter of fiscal 2025.

Adjusted EBITDA for the third quarter of fiscal 2026 was $22.5 million, compared to $24.4 million in the third quarter of fiscal 2025.

Operating Results — First Nine Months Fiscal 2026 Compared to First Nine Months Fiscal 2025

Net sales during the first nine months of fiscal 2026 increased $13.0 million, or 1.3%, to $1,007.7 million, compared to the first nine months of fiscal 2025, due to an $11.3 million increase in comparable store sales and a $6.6 million increase in new store sales, partially offset by a $5.0 million decrease in net sales related to closed stores. Daily average comparable store sales increased 1.1% in the first nine months of fiscal 2026, comprised of a 1.8% increase in daily average transaction size and a 0.6% decrease in daily average transaction count.

Gross profit during the first nine months of fiscal 2026 increased $0.5 million, or 0.2%, to $299.3 million, compared to $298.9 million in the first nine months of fiscal 2025. Gross profit reflects earnings after product and store occupancy costs. Gross margin decreased to 29.7% during the first nine months of fiscal 2026, compared to 30.0% in the first nine months of fiscal 2025. The decrease in gross margin was driven by lower product margin primarily due to unfavorable sales mix and higher shrink.

Store expenses during the first nine months of fiscal 2026 decreased 0.5% to $216.8 million, driven by expense management. Store expenses as a percentage of net sales were 21.5% during the first nine months of fiscal 2026, down from 21.9% in the first nine months of fiscal 2025.

Administrative expenses during the first nine months of fiscal 2026 decreased 3.1% to $32.5 million, primarily driven by the business interruption insurance recovery gain of $2.0 million recorded during the third quarter of fiscal 2026 and lower compensation expenses, partially offset by higher technology expenses. Administrative expenses as a percentage of net sales were 3.2% during the first nine months of fiscal 2026, down from 3.4% in the first nine months of fiscal 2025.

Pre-opening expenses were $2.3 million during the first nine months of fiscal 2026 compared to $0.9 million for the first nine months of fiscal 2025.

Operating income for the first nine months of fiscal 2026 increased 2.7% to $47.7 million. Operating margin was 4.7% in each of the first nine months of fiscal 2026 and fiscal 2025.

Net income for the first nine months of fiscal 2026 was $35.8 million, or $1.54 diluted earnings per share, compared to net income of $34.6 million, or $1.49 diluted earnings per share, for the first nine months of fiscal 2025.

Adjusted EBITDA for the first nine months of fiscal 2026 was $73.4 million, compared to $73.5 million in the first nine months of fiscal 2025.

Balance Sheet and Cash Flow

As of June 30, 2026, the Company had $17.5 million in cash and cash equivalents and no outstanding borrowings on its $70.0 million revolving credit facility.

During the first nine months of fiscal 2026, the Company generated $55.1 million in cash from operations and invested $40.3 million in net capital expenditures, primarily for new and relocated/remodeled stores and real property acquisitions.

Dividend Announcement

Today, the Company announced the declaration of a quarterly cash dividend of $0.15 per common share. The dividend will be paid on September 2, 2026 to stockholders of record at the close of business on August 17, 2026.

2

Growth and Development

During the third quarter of fiscal 2026, the Company opened three new stores. The Company ended the third quarter with 172 stores in 22 states. Since June 30, 2026, the Company opened two new stores.

Fiscal 2026 Outlook

The Company is refining its fiscal 2026 outlook:

Fiscal 2026		Prior Outlook		Updated Outlook
Number of new stores		6 to 8		6 to 7
Number of relocations/remodels		2 to 3		2
Daily average comparable store sales growth		1.5% to 2.5%		1.5% to 2.0%
Diluted earnings per share		$2.07 to $2.15		$2.07 to $2.11
Capital expenditures (in millions)		$45 to $50		$45 to $50

Earnings Conference Call

The Company will host a conference call today at 2:30 p.m. Mountain Time (4:30 p.m. Eastern Time) to discuss this earnings release. The dial-in number is 1-888-347-6606 (US) or 1-412-902-4289 (International). The conference ID is “Natural Grocers Q3 FY 2026 Earnings Call.” A simultaneous audio webcast will be available at http://Investors.NaturalGrocers.com and archived for a minimum of 20 days.

About Natural Grocers by Vitamin Cottage

Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) is an expanding specialty retailer of natural and organic groceries, body care products and dietary supplements. The grocery products sold by Natural Grocers must meet strict quality guidelines and may not contain artificial flavors, preservatives, or sweeteners (as defined in its standards), synthetic colors, or partially hydrogenated or hydrogenated oils. The Company sells only USDA certified organic produce and exclusively pasture-raised, non-confinement dairy products, and free-range eggs. Natural Grocers’ flexible smaller-store format allows it to offer affordable prices in a shopper-friendly, clean and convenient retail environment. The Company also provides extensive free science-based nutrition education programs to help customers make informed health and nutrition choices. The Company, founded in 1955, has 174 stores in 22 states.

Visit www.NaturalGrocers.com for more information and store locations.

Forward-Looking Statements

The following constitutes a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995. Except for the historical information contained herein, statements in this release are "forward-looking statements" and are based on management’s current expectations and are subject to uncertainty and changes in circumstances. All statements that are not statements of historical fact are forward-looking statements. Actual results could differ materially from these expectations due to changes in global, national, regional or local political, economic, inflationary, disinflationary, recessionary, business, interest rate, labor market, competitive, market, regulatory, trade policy, supply chain and other factors, and other risks detailed in the Company's Annual Report on Form 10-K and the Company's subsequent quarterly reports on Form 10-Q. The information contained herein speaks only as of the date of this release and the Company undertakes no obligation to publicly update forward-looking statements, except as may be required by the securities laws.

For further information regarding risks and uncertainties associated with the Company's business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of the Company's filings with the Securities and Exchange Commission, including, but not limited to, the Form 10-K and the Company's subsequent quarterly reports on Form 10-Q, copies of which may be obtained by contacting Investor Relations at 303-986-4600 or by visiting the Company's website at http://Investors.NaturalGrocers.com.

Investor Contact:

Reed Anderson, ICR, 646-277-1260, reed.anderson@icrinc.com

3

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Statements of Income

(Unaudited)

(Dollars in thousands, except per share data)

​

​

Three months ended June 30,

​

​

Nine months ended June 30,

​

​

​

2026

​

​

2025

​

​

2026

​

​

2025

​

Net sales

​

$

334,739

​

​

​

328,705

​

​

​

1,007,694

​

​

​

994,695

​

Cost of goods sold and occupancy costs

​

​

236,731

​

​

​

230,426

​

​

​

708,384

​

​

​

695,844

​

Gross profit

​

​

98,008

​

​

​

98,279

​

​

​

299,310

​

​

​

298,851

​

Store expenses

​

​

72,220

​

​

​

71,719

​

​

​

216,802

​

​

​

218,000

​

Administrative expenses

​

​

9,504

​

​

​

10,949

​

​

​

32,464

​

​

​

33,486

​

Pre-opening expenses

​

​

1,288

​

​

​

24

​

​

​

2,296

​

​

​

877

​

Operating income

​

​

14,996

​

​

​

15,587

​

​

​

47,748

​

​

​

46,488

​

Interest expense, net

​

​

(663

)

​

​

(694

)

​

​

(2,008

)

​

​

(2,367

)

Income before income taxes

​

​

14,333

​

​

​

14,893

​

​

​

45,740

​

​

​

44,121

​

Provision for income taxes

​

​

(3,260

)

​

​

(3,288

)

​

​

(9,899

)

​

​

(9,477

)

Net income

​

$

11,073

​

​

​

11,605

​

​

​

35,841

​

​

​

34,644

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income per share of common stock:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

0.48

​

​

​

0.51

​

​

​

1.56

​

​

​

1.51

​

Diluted

​

$

0.48

​

​

​

0.50

​

​

​

1.54

​

​

​

1.49

​

Weighted average number of shares of common stock outstanding:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

23,042,821

​

​

​

22,951,339

​

​

​

23,028,701

​

​

​

22,930,084

​

Diluted

​

​

23,263,405

​

​

​

23,311,935

​

​

​

23,241,884

​

​

​

23,247,316

​

4

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except per share data)

​	​	June 30, 2026		​	​	September 30, 2025		​
Assets	​	​	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	17,467	​	​	​	17,116	​
Accounts receivable, net	​	​	10,616	​	​	​	11,966	​
Merchandise inventory	​	​	135,294	​	​	​	132,968	​
Prepaid expenses and other current assets	​	​	10,747	​	​	​	6,025	​
Total current assets	​	​	174,124	​	​	​	168,075	​
Property and equipment, net	​	​	206,997	​	​	​	182,741	​
Other assets:	​	​	​	​	​	​	​	​
Operating lease assets, net	​	​	251,627	​	​	​	259,586	​
Finance lease assets, net	​	​	38,751	​	​	​	42,895	​
Other assets	​	​	5,387	​	​	​	5,452	​
Goodwill and other intangible assets, net	​	​	10,801	​	​	​	11,755	​
Total other assets	​	​	306,566	​	​	​	319,688	​
Total assets	​	$	687,687	​	​	​	670,504	​
​	​	​	​	​	​	​	​	​
Liabilities and Stockholders’ Equity	​	​	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​	​	​
Accounts payable	​	$	89,670	​	​	​	80,991	​
Accrued expenses	​	​	26,518	​	​	​	37,236	​
Co-PACE Financing, current portion	​	​	58	​	​	​	—	​
Operating lease obligations, current portion	​	​	37,728	​	​	​	36,495	​
Finance lease obligations, current portion	​	​	4,253	​	​	​	4,061	​
Total current liabilities	​	​	158,227	​	​	​	158,783	​
Long-term liabilities:	​	​	​	​	​	​	​	​
Co-PACE Financing, net of current portion	​	​	1,394	​	​	​	—	​
Operating lease obligations, net of current portion	​	​	237,728	​	​	​	245,803	​
Finance lease obligations, net of current portion	​	​	41,519	​	​	​	45,660	​
Deferred income tax liabilities, net	​	​	9,403	​	​	​	7,863	​
Total long-term liabilities	​	​	290,044	​	​	​	299,326	​
Total liabilities	​	​	448,271	​	​	​	458,109	​
Stockholders’ equity:	​	​	​	​	​	​	​	​
Common stock, $0.001 par value, 50,000,000 shares authorized, 23,045,851 and 22,954,712 shares issued and outstanding at June 30, 2026 and September 30, 2025, respectively	​	​	23	​	​	​	23	​
Additional paid-in capital	​	​	64,579	​	​	​	63,033	​
Retained earnings	​	​	174,814	​	​	​	149,339	​
Total stockholders’ equity	​	​	239,416	​	​	​	212,395	​
Total liabilities and stockholders’ equity	​	$	687,687	​	​	​	670,504	​

5

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

​	​	Nine months ended June 30,						​
​	​	2026		​	​	2025		​
Operating activities:	​	​	​	​	​	​	​	​
Net income	​	$	35,841	​	​	​	34,644	​
Adjustments to reconcile net income to net cash provided by operating activities:	​	​	​	​	​	​	​	​
Depreciation and amortization	​	​	24,456	​	​	​	23,791	​
Loss on impairment of long-lived assets and store closing costs	​	​	21	​	​	​	81	​
Gain on disposal of property and equipment	​	​	(11	)	​	​	(30	)
Share-based compensation	​	​	2,783	​	​	​	3,100	​
Deferred income tax expense (benefit)	​	​	1,540	​	​	​	(2,444	)
Non-cash interest expense	​	​	4	​	​	​	3	​
Other	​	​	385	​	​	​	3	​
Changes in operating assets and liabilities:	​	​	​	​	​	​	​	​
Decrease (increase) in:	​	​	​	​	​	​	​	​
Accounts receivable, net	​	​	2,631	​	​	​	(1,055	)
Merchandise inventory	​	​	(2,326	)	​	​	(3,954	)
Prepaid expenses and other assets	​	​	(2,636	)	​	​	(5,232	)
Income tax receivable	​	​	(2,383	)	​	​	—	​
Operating lease assets	​	​	25,904	​	​	​	25,221	​
(Decrease) increase in:	​	​	​	​	​	​	​	​
Operating lease liabilities	​	​	(26,080	)	​	​	(25,565	)
Accounts payable	​	​	5,686	​	​	​	(4,520	)
Accrued expenses	​	​	(10,718	)	​	​	(4,366	)
Net cash provided by operating activities	​	​	55,097	​	​	​	39,677	​
Investing activities:	​	​	​	​	​	​	​	​
Acquisition of property and equipment	​	​	(39,936	)	​	​	(23,124	)
Acquisition of other intangibles	​	​	(460	)	​	​	(167	)
Proceeds from sale of property and equipment	​	​	29	​	​	​	44	​
Proceeds from property insurance settlements	​	​	25	​	​	​	305	​
Net cash used in investing activities	​	​	(40,342	)	​	​	(22,942	)
Financing activities:	​	​	​	​	​	​	​	​
Borrowings under revolving loans	​	​	491,700	​	​	​	486,200	​
Repayments under revolving loans	​	​	(491,700	)	​	​	(486,200	)
Finance lease obligation payments	​	​	(2,801	)	​	​	(2,931	)
Dividends to shareholders	​	​	(10,366	)	​	​	(8,255	)
Payments on withholding tax for restricted stock unit vesting	​	​	(1,237	)	​	​	(1,242	)
Net cash used in financing activities	​	​	(14,404	)	​	​	(12,428	)
Net increase in cash and cash equivalents	​	​	351	​	​	​	4,307	​
Cash and cash equivalents, beginning of period	​	​	17,116	​	​	​	8,871	​
Cash and cash equivalents, end of period	​	$	17,467	​	​	​	13,178	​
Supplemental disclosures of cash flow information:	​	​	​	​	​	​	​	​
Cash paid for interest	​	$	596	​	​	​	959	​
Cash paid for interest on finance lease obligations, net of capitalized interest of $313 and $164, respectively	​	​	1,359	​	​	​	1,441	​
Income taxes paid	​	​	10,742	​	​	​	11,644	​
Supplemental disclosures of non-cash investing and financing activities:	​	​	​	​	​	​	​	​
Acquisition of property and equipment not yet paid	​	$	5,375	​	​	​	2,157	​
Lease assets obtained in exchange for new operating lease obligations	​	​	18,386	​	​	​	14,022	​
Lease assets obtained in exchange for new finance lease obligations	​	​	(32	)	​	​	3,135	​
Building and land acquired in exchange for assumed Co-PACE Financing	​	​	1,343	​	​	​	—	​
Tenant lease intangibles acquired in exchange for assumed Co-PACE Financing	​	​	109	​	​	​	—	​

6

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

Non-GAAP Financial Measures

(Unaudited)

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are not measures of financial performance under GAAP. We define EBITDA as net income before interest expense, provision for income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA as adjusted to exclude the effects of certain income and expense items that management believes make it more difficult to assess the Company’s actual operating performance, including certain items such as impairment charges, store closing costs, share-based compensation, amortization of SaaS implementation costs, business interruption insurance recovery gain, and non-recurring items.

The following table reconciles net income to EBITDA and Adjusted EBITDA, dollars in thousands:

​

​

Three months ended June 30,

​

​

Nine months ended June 30,

​

​

​

2026

​

​

2025

​

​

2026

​

​

2025

​

Net income

​

$

11,073

​

​

​

11,605

​

​

​

35,841

​

​

​

34,644

​

Interest expense, net

​

​

663

​

​

​

694

​

​

​

2,008

​

​

​

2,367

​

Provision for income taxes

​

​

3,260

​

​

​

3,288

​

​

​

9,899

​

​

​

9,477

​

Depreciation and amortization

​

​

8,332

​

​

​

7,953

​

​

​

24,456

​

​

​

23,791

​

EBITDA

​

​

23,328

​

​

​

23,540

​

​

​

72,204

​

​

​

70,279

​

Impairment of long-lived assets and store closing costs

​

​

—

​

​

​

—

​

​

​

45

​

​

​

118

​

Share-based compensation

​

​

981

​

​

​

843

​

​

​

2,783

​

​

​

3,100

​

Amortization of SaaS implementation costs

​

​

225

​

​

​

2

​

​

​

378

​

​

​

3

​

Business interruption insurance recovery gain

​

​

(1,993

)

​

​

—

​

​

​

(1,993

)

​

​

—

​

Adjusted EBITDA

​

$

22,541

​

​

​

24,385

​

​

​

73,417

​

​

​

73,500

​

EBITDA decreased 0.9% to $23.3 million for the three months ended June 30, 2026 compared to $23.5 million for the three months ended June 30, 2025. EBITDA increased 2.7% to $72.2 million for the nine months ended June 30, 2026 compared to $70.3 million for the nine months ended June 30, 2025. EBITDA as a percentage of net sales was 7.0% and 7.2% for the three months ended June 30, 2026 and 2025, respectively. EBITDA as a percentage of net sales was 7.2% and 7.1% for the nine months ended June 30, 2026 and 2025, respectively.

Adjusted EBITDA decreased 7.6% to $22.5 million for the three months ended June 30, 2026 compared to $24.4 million for the three months ended June 30, 2025. Adjusted EBITDA decreased 0.1% to $73.4 million for the nine months ended June 30, 2026 compared to $73.5 million for the nine months ended June 30, 2025. Adjusted EBITDA as a percentage of net sales was 6.7% and 7.4% for the three months ended June 30, 2026 and 2025, respectively. Adjusted EBITDA as a percentage of net sales was 7.3% and 7.4% for the nine months ended June 30, 2026 and 2025, respectively.

Management believes some investors’ understanding of our performance is enhanced by including EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. We believe EBITDA and Adjusted EBITDA provide additional information about: (i) our operating performance, because they assist us in comparing the operating performance of our stores on a consistent basis, as they remove the impact of non-cash depreciation and amortization expense as well as items not directly resulting from our core operations, such as interest expense and income taxes and (ii) our performance and the effectiveness of our operational strategies. Additionally, EBITDA is a component of a measure in our financial covenants under our credit facility.

Furthermore, management believes some investors use EBITDA and Adjusted EBITDA as supplemental measures to evaluate the overall operating performance of companies in our industry. Management believes that some investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. By providing these non-GAAP financial measures, together with a reconciliation from net income, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

7

Our competitors may define EBITDA and Adjusted EBITDA differently, and as a result, our measures of EBITDA and Adjusted EBITDA may not be directly comparable to EBITDA and Adjusted EBITDA of other companies. Items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing financial performance. EBITDA and Adjusted EBITDA are supplemental measures of operating performance that do not represent and should not be considered in isolation or as an alternative to, or substitute for, net income or other financial statement data presented in the consolidated financial statements as indicators of financial performance. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

● EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

● EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

● EBITDA and Adjusted EBITDA do not reflect any depreciation or interest expense for leases classified as finance leases;

● EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

● Adjusted EBITDA does not reflect share-based compensation, impairment of long-lived assets, store closing costs, amortization of SaaS implementation costs and business interruption insurance recovery gain;

● EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes; and

● Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA as supplemental information.

8

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 316.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB