Natural Grocers investors approve Texas move

Natural Grocers by Vitamin Cottage, Inc. (NGVC) reports that stockholders holding a majority of its voting power approved, by written consent on September 9, 2026, a reincorporation from Delaware to Texas by conversion (the “Reincorporation”).

Available on EDGAR 09/15/2026 - 05:05 PM EDT Accepted by SEC EDGAR 09/15/2026 - 05:04 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Natural Grocers by Vitamin Cottage, Inc. (NGVC) reports that stockholders holding a majority of its voting power approved, by written consent on September 9, 2026, a reincorporation from Delaware to Texas by conversion (the “Reincorporation”). The Board of Directors had unanimously approved and recommended this Reincorporation before the consent was given.

The approving stockholders are members and affiliated entities of the Isely Family Group, which collectively owned 13,215,255 shares, or 57.3% of NGVC’s outstanding common stock as of the record date. The company plans to complete the Reincorporation no earlier than twenty calendar days after mailing a Schedule 14C information statement, which will include the Plan of Conversion, Texas Certificate of Formation, and Texas Bylaws.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Consenting Stockholders ownership: 13,215,255 shares Ownership percentage: 57.3% Minimum waiting period: 20 calendar days +1 more

4 metrics

Consenting Stockholders ownership 13,215,255 shares Shares of NGVC common stock owned by Consenting Stockholders as of September 9, 2026

Ownership percentage 57.3% Portion of NGVC total outstanding common stock held by Consenting Stockholders as of the record date

Minimum waiting period 20 calendar days Earliest timing to effect the Reincorporation after mailing of Schedule 14C

Record date September 9, 2026 Date for determining stockholders entitled to vote and receive Schedule 14C

Key Terms

Reincorporation, written consent, Schedule 14C, Plan of Conversion, +1 more

5 terms

Reincorporation regulatory

"to approve the reincorporation of the Company from the State of Delaware to the State of Texas by conversion"

written consent regulatory

"acted by written consent in lieu of a meeting of stockholders"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Schedule 14C regulatory

"file with the U.S. Securities and Exchange Commission an information statement on Schedule 14C"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

Plan of Conversion regulatory

"Copies of the Plan of Conversion, Texas Certificate of Formation and Texas Bylaws"

A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.

Isely Family Group financial

"The “Isely Family Group” is comprised of each of Kemper Isely, Zephyr Isely"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did NGVC announce on September 9, 2026?

NGVC reported that majority stockholders approved a reincorporation from Delaware to Texas by conversion through written consent on September 9, 2026, following unanimous approval and recommendation by the Board of Directors.

Who are the Consenting Stockholders for NGVC and how much do they own?

The Consenting Stockholders are members and affiliated entities of the Isely Family Group. As of the record date, they owned 13,215,255 NGVC common shares, representing 57.3% of the company’s total outstanding common stock.

When will NGVC’s reincorporation to Texas take effect?

NGVC plans to effectuate the Reincorporation no earlier than twenty calendar days after the commencement of mailing of the Schedule 14C information statement to holders of record as of September 9, 2026.

What disclosure document will NGVC file regarding the reincorporation?

NGVC will file an information statement on Schedule 14C, which will be mailed to all holders of record of its voting capital stock as of September 9, 2026, and will include the Plan of Conversion, Texas Certificate of Formation, and Texas Bylaws as appendices.

Did NGVC’s Board of Directors support the reincorporation to Texas?

Yes. The Board of Directors unanimously approved and recommended the Reincorporation and related documents before the written consent of the Consenting Stockholders was effective.

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

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false 0001547459 0001547459 2026-09-09 2026-09-09

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): September 9, 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.)

3609 South Wadsworth Boulevard

5th Floor

Lakewood, Colorado 80235

(Address of principal executive offices) (Zip Code)

(303) 986-4600

(Registrant’s telephone number, including area code)

12612 West Alameda Parkway

Lakewood, Colorado 80228

(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 the 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 5.07         Submission of Matters to a Vote of Security Holders.

On September 9, 2026, certain stockholders (the “Consenting Stockholders,” as defined below) of Natural Grocers by Vitamin Cottage, Inc. (the “Company”) holding a majority of the voting power of the Company’s outstanding shares of capital stock entitled to vote as of September 9, 2026 (the “Record Date”) acted by written consent in lieu of a meeting of stockholders to approve the reincorporation of the Company from the State of Delaware to the State of Texas by conversion (the “Reincorporation”). The Reincorporation was unanimously approved and recommended by the Company’s Board of Directors prior to the effectiveness of the written consent of the Consenting Stockholders, and the Board of Directors unanimously recommended that the Reincorporation and the corresponding documents be approved and adopted by the Company’s stockholders.

In connection with the Reincorporation, the Company will file with the U.S. Securities and Exchange Commission an information statement on Schedule 14C (the “Schedule 14C”) that will be mailed to all holders of record of the Company’s voting capital stock as of the close of business on the Record Date. Copies of the Plan of Conversion, Texas Certificate of Formation and Texas Bylaws will be filed as appendices to the Schedule 14C.

The Consenting Stockholders are, collectively, certain members of the Isely Family Group who are subject to that certain Stockholders Agreement of the Company, dated June 24, 2012. The “Isely Family Group” is comprised of each of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain trusts or entities controlled by one or more of them, certain other Isely family members, and certain entities controlled by a trustee but owned by the above-named Iselys and their family members (directly or indirectly through trusts). As of the Record Date, the Consenting Stockholders owned, directly or indirectly, 13,215,255 shares, or approximately 57.3% of the Company’s total outstanding shares of common stock.

In accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Company plans to effectuate the Reincorporation no earlier than twenty calendar days after the commencement of mailing of the Schedule 14C to all holders of record of the Company’s voting capital stock as of the close of business on September 9, 2026.

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.

	Natural Grocers by Vitamin Cottage, Inc.
Dated: September 15, 2026
	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB