NGVC (NGVC) director adds shares through RSU grant and vesting

Rhea-AI Filing Summary

Natural Grocers by Vitamin Cottage, Inc. director Edward Cerkovnik reported equity compensation activity involving restricted stock units (RSUs) and common shares.

On March 4, 2026, he received a grant of 2,253 RSUs for service on the board. These RSUs will vest on March 4, 2027, subject to continued service, and will be settled in shares of NGVC common stock.

On March 5, 2026, 1,532 RSUs vested and were converted into 1,532 shares of common stock at no exercise price, reflecting a derivative exercise/conversion rather than an open‑market purchase. Following these transactions, he directly holds 61,748 common shares and 2,253 RSUs.

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

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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^*

Cerkovnik Edward

(Last) (First) (Middle)

C/O NATURAL GROCERS BY VITAMIN COTTAGE

12612 W. 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/05/2026		M		1,532(1)	A	$0	61,748	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	(2)	03/04/2026		A		2,253		(3)	(3)	Common stock	2,253	$0	3,785	D
Restricted Stock Units	(2)	03/05/2026		M			1,532	03/05/2026	03/05/2026	Common stock	1,532	$0	2,253	D

Explanation of Responses:

1. Represents shares of NGVC common stock issued to the reporting person upon the vesting of 1,532 restricted stock units on March 5, 2026, where each restricted stock unit represented the economic equivalent of one share of NGVC common stock.

2. Each restricted stock unit represents a contingent right to receive one share of NGVC common stock.

3. Represents restricted stock units issued to the reporting person for service on the Company's board of directors (the "Board"). The restricted stock units will vest on March 4, 2027, subject to continued service, and will be settled in shares of NGVC common stock.

	/s/ Kemper Isely, by Power of Attorney	03/06/2026
	** 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.
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FAQ

What insider transactions did NGVC director Edward Cerkovnik report?

Edward Cerkovnik reported equity compensation transactions involving restricted stock units and common shares. He received 2,253 new RSUs on March 4, 2026, and 1,532 RSUs vested and converted into 1,532 NGVC common shares on March 5, 2026, all held directly.

How many Natural Grocers (NGVC) shares does Edward Cerkovnik own after this Form 4?

After these transactions, Edward Cerkovnik directly owns 61,748 shares of NGVC common stock. He also holds 2,253 restricted stock units, each representing a contingent right to receive one NGVC share upon vesting, as disclosed in the Form 4 filing.

What RSU grant did NGVC report for director Edward Cerkovnik?

NGVC reported that Edward Cerkovnik received a grant of 2,253 restricted stock units on March 4, 2026, for service on the board. These RSUs will vest on March 4, 2027, subject to continued service, and will then be settled in NGVC common stock.

When will Edward Cerkovnik’s new NGVC restricted stock units vest?

The 2,253 restricted stock units granted to Edward Cerkovnik on March 4, 2026, will vest on March 4, 2027, subject to his continued service on the company’s board. Once vested, they will be settled in shares of Natural Grocers by Vitamin Cottage common stock.

Did Edward Cerkovnik buy NGVC shares on the open market in this Form 4?

The Form 4 shows no open-market purchases. Instead, 1,532 NGVC shares were issued to Edward Cerkovnik upon vesting and conversion of 1,532 restricted stock units on March 5, 2026, at a zero exercise price as derivative exercises/conversions.

What does each restricted stock unit represent in NGVC’s Form 4 filing?

Each restricted stock unit reported for Edward Cerkovnik represents a contingent right to receive one share of NGVC common stock. Upon vesting, the units are settled in shares, as illustrated by the 1,532 RSUs that vested and converted into 1,532 common shares on March 5, 2026.