STOCK TITAN
  1. Home
  2. Sec-filings
  3. NGVC
  4. [Form 4] Natural Grocers by Vitamin Cottage, Inc. Insider Trading Activity

NGVC insider reports RSU vesting and tax withholding activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Natural Grocers by Vitamin Cottage (NGVC) filed a Form 4 showing routine equity compensation activity. On 11/03/2025, the reporting person acquired 2,000 shares of common stock at $0 upon vesting of restricted stock units (RSUs) and had 593 shares withheld at $32.09 to cover taxes. Direct common stock ownership stood at 13,697 shares after these transactions.

Following the conversions, the person reported 4,667 RSUs outstanding, including 2,000 RSUs vesting on October 31, 2026; 1,500 vesting on October 31, 2027; and a separate 1,167 RSUs tranche that vests in full on October 31, 2028.

Positive

  • None.

Negative

  • None.
Insider Isely Charity
Role Insider
Type Security Shares Price Value
Exercise Restricted Stock Units 2,000 $0.00 --
Exercise Common Stock 2,000 $0.00 --
Tax Withholding Common Stock 593 $32.09 $19K
Exercise Restricted Stock Units 1,167 $0.00 --
Holdings After Transaction: Restricted Stock Units — 4,667 shares (Direct); Common Stock — 14,290 shares (Direct)
Footnotes (1)
  1. Represents shares of NGVC common stock issued to the reporting person upon the vesting of 2,000 restricted stock units ("RSUs") on November 3, 2025, where each RSU represented the economic equivalent of one share of NGVC common stock. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of the RSUs. Each RSU represents the economic equivalent of one share of NGVC common stock. These RSUs will vest in full on October 31, 2028. In addition to the transactions reported in this Form 4, includes (a) 2,000 RSUs vesting on October 31, 2026; and (b) 1,500 RSUs vesting on October 31, 2027.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Isely Charity
(Last) (First) (Middle)
C/O NATURAL GROCERS BY VITAMIN COTTAGE
12612 WEST ALAMEDA PARKWAY
(Street)
LAKEWOOD CO 80228
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Natural Grocers by Vitamin Cottage, Inc. [ NGVC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
13D Group Member
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/03/2025 M 2,000(1) A $0 14,290 D
Common Stock 11/03/2025 F 593(2) D $32.09 13,697 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0(3) 10/31/2025 M 1,167 (4) (4) Common Stock 1,167 $0 6,667 D
Restricted Stock Units $0(3) 11/03/2025 M 2,000 11/03/2025 11/03/2025 Common Stock 2,000 $0 4,667(5) D
Explanation of Responses:
1. Represents shares of NGVC common stock issued to the reporting person upon the vesting of 2,000 restricted stock units ("RSUs") on November 3, 2025, where each RSU represented the economic equivalent of one share of NGVC common stock.
2. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of the RSUs.
3. Each RSU represents the economic equivalent of one share of NGVC common stock.
4. These RSUs will vest in full on October 31, 2028.
5. In addition to the transactions reported in this Form 4, includes (a) 2,000 RSUs vesting on October 31, 2026; and (b) 1,500 RSUs vesting on October 31, 2027.
Remarks:
The Reporting Person is a party to a Stockholders Agreement that contains voting agreements and thus is a member of a Schedule 13D group that beneficially owns more than 10% of the issuer's common stock. The number of shares identified as beneficially owned by the Reporting Person excludes shares of Common Stock deemed to be beneficially owned by her solely because of this Stockholders Agreement.
/s/ Kemper Isely, by Power of Attorney 11/04/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did NGVC disclose in this Form 4?

The reporting person received 2,000 shares from RSU vesting on 11/03/2025 and had 593 shares withheld at $32.09 for taxes.

How many NGVC shares does the person own after the transactions?

Direct common stock ownership is 13,697 shares after the reported transactions.

What RSUs remain outstanding for the reporting person at NGVC?

The person reports 4,667 RSUs outstanding after the transactions.

When do the remaining NGVC RSUs vest?

The filing lists vesting of 2,000 RSUs on Oct 31, 2026, 1,500 RSUs on Oct 31, 2027, and a separate 1,167 RSUs vesting in full on Oct 31, 2028.

What was the tax withholding price on the NGVC shares?

Shares were withheld at $32.09 to satisfy tax obligations related to RSU vesting.

Was this part of a 10b5-1 trading plan?

The excerpt does not indicate that a Rule 10b5-1(c) plan box was checked.