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

Rhea-AI Filing Summary

Natural Grocers by Vitamin Cottage (NGVC)4,000 RSUs on November 3, 2025. To cover taxes, 1,150 shares were withheld and cancelled at a price of $32.09 under a Section 16b-3 exempt transaction. Following these entries, the reporting person directly holds 114,969 common shares.

The filing notes additional RSUs scheduled to vest: 4,000 on October 31, 2026, 3,000 on October 31, 2027, and a separate RSU grant of 2,334 vesting in full on October 31, 2028. The reporting person is part of a Schedule 13D group via a Stockholders Agreement, but the reported beneficial ownership excludes shares attributed solely due to that agreement.

11/04/2025 - 06:01 PM

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 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)
10/31/2025

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		4,000(1)	A	$0	116,119	D
Common Stock	11/03/2025		F		1,150(2)	D	$32.09	114,969	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		2,334		(4)	(4)	Common Stock	2,334	$0	13,334	D
Restricted Stock Units	$0(3)	11/03/2025		M			4,000	11/03/2025	11/03/2025	Common Stock	4,000	$0	9,334(5)	D

Explanation of Responses:

1. Represents shares of NGVC common stock issued to the reporting person upon the vesting of 4,000 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) 4,000 RSUs vesting on October 31, 2026; and (b) 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 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.

FAQ

What did NGVC’s Form 4 disclose?

It disclosed the vesting of 4,000 RSUs on November 3, 2025 and a tax withholding of 1,150 shares at $32.09.

How many NGVC shares does the insider directly own after the transactions?

Direct beneficial ownership is 114,969 common shares.

What future RSU vesting is scheduled for the insider at NGVC?

RSUs scheduled to vest include 4,000 on Oct 31, 2026, 3,000 on Oct 31, 2027, and 2,334 on Oct 31, 2028.

Were any shares sold into the market?

No market sale is indicated; 1,150 shares were withheld and cancelled to satisfy tax obligations on RSU vesting.

What was the price used for the tax withholding shares?

The withholding/cancellation was reported at $32.09 per share.

Does the filing mention group ownership for NGVC?

Yes. The reporter is part of a Schedule 13D group via a Stockholders Agreement; reported ownership excludes shares attributable solely to that agreement.