Natural Grocers: Raquel M. Isely receives 4,000 shares

The 5,334 RSUs remaining include 3,000 scheduled to vest October 31, 2027, and 2,334 scheduled to vest October 31, 2028.

Available on EDGAR 11/04/2026 - 05:58 PM EST Accepted by SEC EDGAR 11/04/2026 - 05:57 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Natural Grocers by Vitamin Cottage, Inc. reported that 13D Group Member Raquel M. Isely vested 4,000 restricted stock units on November 2, 2026, receiving 4,000 common shares. She relinquished 1,147 shares, which the issuer canceled in exchange for its agreement to pay her federal and state tax withholding obligations resulting from the vesting. Her reported remaining position was 5,334 RSUs.

Insider Trade Summary

4,000 shares exercised/converted

Exercise 3 txns

Insider Isely Raquel M.

Role Insider

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F3, F4	4,000	$0.00	$0.00
Exercise	Common Stock F1	4,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock F2	1,147	$28.69	$33K

Holdings After Transaction: Restricted Stock Units — 5,334 contracts (Direct); Common Stock — 117,822 shares (Direct)

Holdings Before and After: Restricted Stock Units, 9,334 to 5,334 contracts (Direct); Common Stock, 114,969 to 117,822 shares (Direct)

Footnotes (4)

1. F1. Represents shares of NGVC common stock issued to the reporting person upon the vesting of 4,000 restricted stock units ("RSUs") on November 2, 2026, where each RSU represented the economic equivalent of one share of NGVC common stock.
2. F2. 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. F3. Each RSU represents the economic equivalent of one share of NGVC common stock.
4. F4. Includes (a) 3,000 RSUs vesting on October 31, 2027 and (b) 2,334 RSUs vesting on October 31, 2028.

Key Figures

Restricted stock units vested: 4,000 RSUs Common shares issued: 4,000 shares Common shares relinquished and canceled: 1,147 shares +3 more

6 metrics

Restricted stock units vested 4,000 RSUs November 2, 2026

Common shares issued 4,000 shares Issued upon vesting on November 2, 2026

Common shares relinquished and canceled 1,147 shares For the issuer's agreement to pay federal and state tax withholding obligations

Remaining restricted stock units 5,334 RSUs Reported after the November 2, 2026 transaction

RSUs scheduled to vest 3,000 RSUs October 31, 2027

RSUs scheduled to vest 2,334 RSUs October 31, 2028

Key Terms

restricted stock units, Section 16b-3(e), Rule 16b-3, Schedule 13D group

4 terms

restricted stock units financial

"vesting of 4,000 restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Section 16b-3(e) regulatory

"Exempt transaction pursuant to Section 16b-3(e)"

Rule 16b-3 regulatory

"issued in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Schedule 13D group regulatory

"member of a Schedule 13D group"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NGVC shares did Raquel M. Isely receive from RSU vesting?

Raquel M. Isely received 4,000 Natural Grocers common shares when 4,000 restricted stock units vested on November 2, 2026.

How were NGVC shares handled for tax withholding?

The issuer canceled 1,147 common shares relinquished by Raquel M. Isely in exchange for agreeing to pay her federal and state tax withholding obligations resulting from the RSU vesting.

When do Raquel M. Isely's remaining NGVC RSUs vest?

The reported remaining position includes 3,000 RSUs vesting October 31, 2027, and 2,334 RSUs vesting October 31, 2028.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

3609 S. WADSWORTH BLVD., 5TH FLOOR

(Street)

LAKEWOOD COLORADO 80235

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	11/02/2026		M		4,000(1)	A	$0	118,969	D
Common Stock	11/02/2026		F		1,147(2)	D	$28.69	117,822	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)	11/02/2026		M			4,000	11/02/2026	11/02/2026	Common Stock	4,000	$0	5,334(4)	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 2, 2026, 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) 3,000 RSUs vesting on October 31, 2027 and (b) 2,334 RSUs vesting on October 31, 2028.

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	11/04/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)