[Form 4] Natural Grocers by Vitamin Cottage, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Raquel M. Isely, a reporting person for Natural Grocers by Vitamin Cottage, Inc. (NGVC), had 480 restricted stock units (RSUs) vest on 10/01/2025, with each RSU representing one share and issued at $0 per share. Simultaneously, 157 shares were surrendered and cancelled in an exempt transaction at $40 per share so the issuer would satisfy the reporting person’s federal and state tax withholding obligations related to the vesting. After these transactions, the filing reports the reporting person beneficially owns 11,000 shares, which includes scheduled future RSU vesting of 4,000 on 11/01/2025, 4,000 on 10/31/2026, and 3,000 on 10/31/2027. The reporting person is part of a Schedule 13D group that beneficially owns more than 10% of the issuer's common stock.

Positive

• 480 RSUs vested on 10/01/2025, converting to shares as compensation
• 11,000 shares reported beneficially owned includes scheduled future RSU vesting (4,000, 4,000, 3,000)

Negative

• None.

Insights

Compensation & Equity Specialist

RSU vesting and share-for-tax withholding recorded; impact is compensation realization and routine withholding.

The filing discloses the vesting of 480 RSUs on 10/01/2025, each convertible into one share, which the company issued at $0 per share as equity compensation. The reporting person relinquished 157 shares that were cancelled by the issuer in exchange for the issuer paying tax withholding obligations—an exempt, administrative action under Rule 16b-3(e).

This is a standard mechanics-driven transaction: it recognizes compensation delivery and the company’s handling of tax-withholding rather than an open-market sale.

Corporate Governance / Securities Analyst

Reporting person is a Schedule 13D group member with >10% beneficial ownership; disclosure affects voting dynamics.

The report states the individual is party to a Stockholders Agreement and a member of a Schedule 13D group that beneficially owns more than 10% of NGVC common stock. The filing excludes shares deemed beneficial solely from that agreement when counting the individual’s holdings.

This confirms a governance relationship and potential coordinated voting rights disclosed in the filing.

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
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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 Raquel M.

(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)
10/01/2025

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	10/01/2025		M		480(1)	A	$0	112,276	D
Common Stock	10/01/2025		F		157(2)	D	$40	112,119	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)	10/01/2025		M			480	10/01/2025	10/01/2025	Common Stock	480	$0	11,000(4)	D

Explanation of Responses:

1. Represents shares of NGVC common stock issued to the reporting person upon the vesting of 480 restricted stock units ("RSUs") on October 1, 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. Includes (a) 4,000 RSUs vesting on November 1, 2025, (b) 4,000 RSUs vesting on October 31, 2026, and (c) 3,000 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	10/03/2025
	** 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.

FAQ

What RSU activity did the NGVC insider report on Form 4?

The filing shows 480 RSUs vested on 10/01/2025, each representing one share, and those RSUs were issued at $0 per share.

Why were 157 shares disposed of in the filing?

The 157 shares were relinquished and cancelled in an exempt transaction so the issuer would pay the reporting person’s federal and state tax withholding obligations related to the RSU vesting.

How many shares does the reporting person beneficially own after the transaction?

The filing reports the reporting person beneficially owns 11,000 shares, which includes scheduled future RSU vesting counts provided in the filing.

Is the reporting person part of a larger ownership group?

Yes. The reporting person is party to a Stockholders Agreement and is a member of a Schedule 13D group that beneficially owns more than 10% of NGVC common stock.

When do the remaining RSUs vest according to the filing?

The filing identifies future RSU vesting of 4,000 on 11/01/2025, 4,000 on 10/31/2026, and 3,000 on 10/31/2027.

Who signed the Form 4 and when was it signed?

The Form 4 is signed by /s/ Kemper Isely, by Power of Attorney dated 10/03/2025.