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

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Buffa Sandra reported acquisition or exercise transactions in this Form 4 filing.

Natural Grocers by Vitamin Cottage director Sandra Buffa reported equity-based awards and conversions rather than open‑market trades. On March 5, 2026, 1,532 restricted stock units vested and were settled in an equal number of common shares, leaving her with 13,551 common shares held directly.

Following that vesting, 2,253 restricted stock units remained outstanding. On March 4, 2026, she also received a new grant of restricted stock units for service on the board of directors; 3,785 units were outstanding after this grant. These new units will vest on March 4, 2027, subject to continued service and will be settled in common stock.

Insider Trade Summary

0 shares exercised/converted

Mixed 3 txns

Insider Buffa Sandra

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	0	$0.00	--
Exercise	Common Stock	1,532	$0.00	--
Grant/Award	Restricted Stock Units	0	$0.00	--

Holdings After Transaction: Restricted Stock Units — 2,253 shares (Direct); Common Stock — 13,551 shares (Direct)

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

Form 4 Insider Transactions: What Each Field Means →

03/06/2026 - 05:00 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
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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^*

Buffa Sandra

(Last)

(First)

(Middle)

C/O NATURAL GROCERS BY VITAMIN COTTAGE

12612 WEST ALAMEDA PARKWAY

(Street)

LAKEWOOD

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2026		M		1,532⁽¹⁾	A	$0	13,551	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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.
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 insider transactions did Sandra Buffa report for NGVC?

Sandra Buffa reported equity-based acquisitions in Natural Grocers (NGVC), including the vesting of 1,532 restricted stock units into common stock and a new restricted stock unit grant for board service, with all holdings reported as directly owned.

How many Natural Grocers shares did Sandra Buffa receive from vesting?

Sandra Buffa received 1,532 shares of Natural Grocers common stock when an equal number of restricted stock units vested on March 5, 2026. This settlement increased her directly held common stock position to 13,551 shares after the transaction.

What are the terms of Sandra Buffa’s new NGVC restricted stock units?

Sandra Buffa’s new restricted stock units were granted for service on the board and will vest on March 4, 2027, subject to continued service. Each unit represents a contingent right to receive one share of Natural Grocers common stock upon settlement.

How many NGVC restricted stock units does Sandra Buffa hold after these transactions?

After the reported transactions, Sandra Buffa held 2,253 restricted stock units following the March 5, 2026 vesting event and 3,785 restricted stock units after the March 4, 2026 grant, all representing future rights to receive common shares.

Were Sandra Buffa’s NGVC transactions open-market stock purchases or sales?

The reported NGVC transactions were equity awards and conversions, not open-market purchases or sales. They involved restricted stock units vesting into common shares and a new restricted stock unit grant for board service, all at an indicated price of $0.0000 per unit or share.

What is Sandra Buffa’s direct NGVC common stock holding after the Form 4?

After the reported vesting, Sandra Buffa directly held 13,551 shares of Natural Grocers common stock. This reflects the addition of 1,532 shares issued upon restricted stock unit vesting on March 5, 2026, as disclosed in the insider transaction details.