Natural Grocers insider nets 3,818 shares after 2,000 RSUs vest

Rhea-AI Filing Summary

Natural Grocers by Vitamin Cottage (NGVC) reported an insider equity change on a Form 4. On 11/03/2025, the reporting person acquired 2,000 shares of common stock at $0 upon vesting of restricted stock units (RSUs). To satisfy tax obligations tied to the vesting, 659 shares were withheld and cancelled at a value of $32.09 per share.

After these transactions, the reporting person directly holds 3,818 shares of common stock. Derivative holdings show 4,667 RSUs remaining outstanding, with footnotes indicating scheduled vesting tranches of 2,000 (on October 31, 2026), 1,500 (on October 31, 2027), and a separate RSU grant vesting in full on October 31, 2028. The remarks note participation in a Stockholders Agreement and a Schedule 13D group that beneficially owns more than 10% of NGVC, while the shares reported here exclude any deemed ownership from that agreement.

Insider Trade Summary

3,167 shares exercised/converted

Mixed 4 txns

Insider Linnane Robert

Role Insider

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,000	$0.00	--
Exercise	Common Stock	2,000	$0.00	--
Tax Withholding	Common Stock	659	$32.09	$21K
Exercise	Restricted Stock Units	1,167	$0.00	--

Holdings After Transaction: Restricted Stock Units — 4,667 shares (Direct); Common Stock — 4,477 shares (Direct)

Footnotes (1)

1. Represents shares of NGVC common stock issued to the reporting person upon the vesting of 2,000 restricted stock units ("RSUs") on November 3, 2025, where each RSU represented the economic equivalent of one share of NGVC common stock. 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. Each RSU represents the economic equivalent of one share of NGVC common stock. These RSUs will vest in full on October 31, 2028. In addition to the transactions reported in this Form 4, includes (a) 2,000 RSUs vesting on October 31, 2026; and (b) 1,500 RSUs vesting on October 31, 2027.

Form 4 Insider Transactions: What Each Field Means →

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^*

Linnane Robert

(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)

	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		2,000(1)	A	$0	4,477	D
Common Stock	11/03/2025		F		659(2)	D	$32.09	3,818	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		1,167		(4)	(4)	Common Stock	1,167	$0	6,667	D
Restricted Stock Units	$0(3)	11/03/2025		M			2,000	11/03/2025	11/03/2025	Common Stock	2,000	$0	4,667(5)	D

Explanation of Responses:

1. Represents shares of NGVC common stock issued to the reporting person upon the vesting of 2,000 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) 2,000 RSUs vesting on October 31, 2026; and (b) 1,500 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.
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FAQ

What did NGVC disclose in this Form 4?

An insider reported the vesting of 2,000 RSUs on 11/03/2025, issuance of common shares at $0, and tax withholding of 659 shares at $32.09.

How many NGVC shares does the insider hold after the transactions?

The insider directly holds 3,818 shares of NGVC common stock after the reported transactions.

How many RSUs remain outstanding for the insider?

The filing shows 4,667 RSUs outstanding following the vesting and settlement events.

What were the tax-related shares withheld?

The issuer withheld and cancelled 659 shares at $32.09 to cover tax obligations related to the RSU vesting.

Are there future vesting dates disclosed for NGVC RSUs?

Footnotes indicate RSUs scheduled to vest on October 31, 2026 (2,000), October 31, 2027 (1,500), and a separate grant vesting on October 31, 2028.

Does the insider belong to a group with over 10% beneficial ownership?

Yes. The remarks state membership in a Schedule 13D group that beneficially owns more than 10%. The reported shares exclude any deemed ownership from that agreement.