NGVC (NGVC) director Rooney granted and converts restricted stock units to common shares

Rhea-AI Filing Summary

Natural Grocers by Vitamin Cottage, Inc. director David C. Rooney reported equity compensation activity involving restricted stock units tied to NGVC common stock. On March 4, 2026, he was granted 2,253 restricted stock units, each representing a contingent right to receive one share of NGVC common stock, for service on the company’s board of directors. These units are scheduled to vest on March 4, 2027, subject to continued service, and will be settled in NGVC common shares.

On March 5, 2026, 1,532 restricted stock units vested and were settled into 1,532 shares of NGVC common stock at a price of $0.00 per share, reflecting an exercise or conversion of a derivative security rather than an open-market purchase. Following these transactions, Rooney directly held 3,785 restricted stock units before the vesting conversion and 2,253 restricted stock units afterward, and his direct ownership of NGVC common stock increased to 20,364 shares.

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^*

Rooney David C.

(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	20,364	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.
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FAQ

What insider transactions did NGVC director David C. Rooney report on this Form 4?

David C. Rooney reported equity compensation activity, including a grant of 2,253 restricted stock units on March 4, 2026 and the vesting and conversion of 1,532 restricted stock units into the same number of NGVC common shares on March 5, 2026, at $0.00 per share.

How many restricted stock units did NGVC grant to David C. Rooney and when do they vest?

NGVC granted David C. Rooney 2,253 restricted stock units on March 4, 2026 for service on the board of directors. According to the filing, these restricted stock units will vest on March 4, 2027, subject to his continued service, and will be settled in NGVC common stock.

What happened when David C. Rooney’s NGVC restricted stock units vested on March 5, 2026?

On March 5, 2026, 1,532 restricted stock units vested and were settled into 1,532 shares of NGVC common stock at a price of $0.00 per share. This reflects an exercise or conversion of a derivative security, not an open-market purchase or sale.

How many NGVC common shares does David C. Rooney own after these transactions?

After the March 5, 2026 vesting and conversion, David C. Rooney directly owns 20,364 shares of NGVC common stock. This figure reflects the addition of 1,532 shares issued upon vesting of restricted stock units, as detailed in the Form 4 insider filing.

Are David C. Rooney’s restricted stock units at NGVC tied to his board service?

Yes. The filing states that the 2,253 restricted stock units were issued to David C. Rooney for his service on the company’s board of directors. These units vest on March 4, 2027, subject to continued service, and will be settled in NGVC common shares upon vesting.

Did David C. Rooney buy or sell NGVC shares on the open market in this Form 4?

No open-market buys or sells are reported. The transactions involve equity compensation: a grant of restricted stock units and the exercise or conversion of restricted stock units into 1,532 NGVC common shares at $0.00 per share, rather than market purchases or sales.