Every 8-K that NATURAL GROCERS BY VITAMIN COTTAGE, INC (NGVC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NGVC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NGVC filings page.
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.
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.
Natural Grocers by Vitamin Cottage reported modestly higher results for its second quarter of fiscal 2026 ended March 31. Net sales rose 0.5% to $337.4 million, driven by higher comparable and new store sales, while daily average comparable store sales increased 0.5% as larger basket sizes offset fewer transactions.
Gross margin improved to 30.4% and store expenses fell as a percentage of sales, supporting a 3.1% increase in operating income to $18.1 million. Net income grew to $13.4 million, or $0.58 diluted EPS, compared to $13.1 million, or $0.56, a year earlier. Adjusted EBITDA increased to $27.4 million.
For the first six months, net sales rose 1.0% to $673.0 million and net income reached $24.8 million, or $1.07 diluted EPS. The company ended the quarter with $20.7 million in cash and no borrowings on its $70 million revolver. It declared a quarterly dividend of $0.15 per share and now expects fiscal 2026 diluted EPS of $2.07 to $2.15, daily average comparable store sales growth of 1.5% to 2.5%, and capital expenditures of $45 million to $50 million.
Natural Grocers by Vitamin Cottage, Inc. reported the results of its 2026 annual stockholder meeting, held virtually on March 4, 2026. A total of 21,267,524 common shares, or 92.33% of those entitled to vote, were represented in person or by proxy, indicating strong participation.
Stockholders elected three directors to the board. Zephyr Isely received 16,026,727 votes for and 3,521,239 withheld, David Rooney received 16,760,662 for and 2,787,304 withheld, and Sandra Buffa received 17,466,551 for and 2,081,415 withheld. Each director election included 1,719,558 broker non-votes.
Stockholders also approved the appointment of KPMG as the Company’s independent registered public accounting firm, with 21,071,794 votes for, 131,811 against, and 63,919 abstaining. The filing was signed on behalf of the Company by Co‑President Kemper Isely.
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 that it has released its financial results for the three months and fiscal year ended September 30, 2025, through a press release furnished as an exhibit. The company is also providing a November 2025 investor presentation for use in meetings with institutional investors and analysts.
In addition, the Board of Directors declared a quarterly cash dividend of $0.15 per common share, representing a 25% increase in the quarterly dividend. This dividend will be paid on December 10, 2025 to stockholders of record as of the close of business on December 1, 2025, highlighting a higher level of ongoing cash returns to shareholders.
Natural Grocers by Vitamin Cottage, Inc. approved discretionary cash bonus awards for three senior executives. The Compensation Committee authorized $365,000 each for Heather Isely (Executive Vice President and Corporate Secretary), Elizabeth Isely (Executive Vice President), and Richard Hallé (Chief Financial Officer).
The company states these cash bonuses were discretionary and not paid pursuant to any non‑equity incentive plan. This is an administrative compensation update under Item 5.02.