Natural Grocers by Vitamin Cottage, Inc. (Form: 8-K, Received: 11/20/2025 16:06:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 20, 2025

Natural Grocers by Vitamin Cottage, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35608		45-5034161
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

12612 West Alameda Parkway

Lakewood, Colorado 80228

(Address of principal executive offices) (Zip Code)

(303) 986-4600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	NGVC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On November 20, 2025, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) issued a press release announcing its financial results for the three months and fiscal year ended September 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Additionally, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01.

Regulation FD Disclosure.

The Company is also furnishing in this Current Report on Form 8-K its November 2025 investor presentation (the “Investor Presentation”) to be used by the Company at meetings with institutional investors or analysts. A copy of the Investor Presentation is furnished herewith as Exhibit 99.2 and is incorporated into this Item 7.01 by reference. Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01

Other Events.

On November 20, 2025, the Company announced that its Board of Directors has declared a quarterly cash dividend of $0.15 per common share, increasing its quarterly cash dividend by 25%. The quarterly cash dividend will be paid on December 10, 2025 to stockholders of record as of the close of business on December 1, 2025.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release of Natural Grocers by Vitamin Cottage, Inc. dated November 20, 2025 announcing financial results.
99.2		November 2025 Natural Grocers by Vitamin Cottage, Inc. Investor Presentation
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 20, 2025

	Natural Grocers by Vitamin Cottage, Inc.

	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President

Fiscal 2026			Outlook
Number of new stores			6 to 8
Number of relocations/remodels			2 to 3
Daily average comparable store sales growth			1.5% to 4.0%
Diluted earnings per share			$2.00 to $2.15

Capital expenditures (in millions)			$50 to $55

	Three months ended September 30,						Year ended September 30,
	2025			2024			2025			2024
Net sales	$	336,141			322,661			1,330,836			1,241,585
Cost of goods sold and occupancy costs		237,115			227,299			932,959			876,775
Gross profit		99,026			95,362			397,877			364,810
Store expenses		72,491			72,605			290,491			277,396
Administrative expenses		10,867			10,241			44,353			38,715
Pre-opening expenses		166			450			1,043			1,722
Operating income		15,502			12,066			61,990			46,977
Interest expense, net		(696	)		(1,053	)		(3,063	)		(4,176	)
Income before income taxes		14,806			11,013			58,927			42,801
Provision for income taxes		(3,006	)		(2,003	)		(12,483	)		(8,866	)
Net income	$	11,800			9,010			46,444			33,935

Net income per share of common stock:
Basic	$	0.51			0.40			2.02			1.49
Diluted	$	0.51			0.39			2.00			1.47
Weighted average number of shares of common stock outstanding:
Basic		22,954,325			22,799,571			22,936,194			22,774,825
Diluted		23,292,229			23,175,214			23,255,274			23,083,903

	September 30,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	17,116		8,871
Accounts receivable, net		11,966		12,610
Merchandise inventory		132,968		120,672
Prepaid expenses and other current assets		6,025		4,905
Total current assets		168,075		147,058
Property and equipment, net		182,741		178,609
Other assets:
Operating lease assets, net		259,586		275,111
Finance lease assets, net		42,895		40,752
Other assets		5,452		458
Goodwill and other intangible assets, net		11,755		13,488
Total other assets		319,688		329,809
Total assets	$	670,504		655,476
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	80,991		88,397
Accrued expenses		37,236		35,847
Operating lease obligations, current portion		36,495		35,926
Finance lease obligations, current portion		4,061		3,960
Total current liabilities		158,783		164,130
Long-term liabilities:
Operating lease obligations, net of current portion		245,803		263,404
Finance lease obligations, net of current portion		45,660		43,217
Deferred income tax liabilities, net		7,863		10,471
Total long-term liabilities		299,326		317,092
Total liabilities		458,109		481,222
Stockholders’ equity:
Common stock, $0.001 par value. 50,000,000 shares authorized, 22,954,712 and 22,888,540 shares issued and outstanding at September 30, 2025 and 2024, respectively		23		23
Additional paid-in capital		63,033		60,327
Retained earnings		149,339		113,904
Total stockholders’ equity		212,395		174,254
Total liabilities and stockholders’ equity	$	670,504		655,476

	Year ended September 30,
	2025			2024
Operating activities:
Net income	$	46,444			33,935
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,814			30,930
Loss on impairment of long-lived assets and store closing costs		81			2,102
(Gain) loss on disposal of property and equipment		(34	)		10
Share-based compensation		3,960			2,829
Deferred income tax benefit		(2,608	)		(3,955	)
Non-cash interest expense		4			17
Other		7			(160	)
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable, net		(411	)		(1,790	)
Income tax receivable		(604	)		252
Merchandise inventory		(12,296	)		(1,412	)
Prepaid expenses and other assets		(5,516	)		(1,069	)
Operating lease assets		33,592			33,446
(Decrease) increase in:
Operating lease liabilities		(34,432	)		(34,197	)
Accounts payable		(6,086	)		10,039
Accrued expenses		1,389			2,783
Net cash provided by operating activities		55,304			73,760
Investing activities:
Acquisition of property and equipment		(31,201	)		(37,541	)
Acquisition of other intangibles		(178	)		(1,139	)
Proceeds from sale of property and equipment		93			37
Proceeds from property insurance settlements		315			43
Net cash used in investing activities		(30,971	)		(38,600	)
Financing activities:
Borrowings under revolving loans		666,200			604,200
Repayments under revolving loans		(666,200	)		(604,200	)
Repayments under term loan		—			(7,688	)
Finance lease obligation payments		(3,825	)		(3,610	)
Dividends to shareholders		(11,009	)		(31,866	)
Payments of deferred financing costs		—			(18	)
Payments on withholding tax for restricted stock unit vesting		(1,254	)		(1,449	)
Net cash used in financing activities		(16,088	)		(44,631	)
Net increase (decrease) in cash and cash equivalents		8,245			(9,471	)
Cash and cash equivalents, beginning of year		8,871			18,342
Cash and cash equivalents, end of year	$	17,116			8,871
Supplemental disclosures of cash flow information:
Cash paid for interest	$	1,181			2,216
Cash paid for interest on financing lease obligations, net of capitalized interest of $252 and $338, respectively		1,940			1,939
Income taxes paid		15,911			13,581
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of property and equipment not yet paid	$	2,373			3,679
Acquisition of other intangibles not yet paid		10			22
Lease assets obtained in exchange for new operating lease obligations		18,412			22,317
Lease assets obtained in exchange for new finance lease obligations		7,419			(45	)

	Three months ended September 30,				Year ended September 30,
	2025		2024		2025		2024
Net income	$	11,800		9,010		46,444		33,935
Interest expense, net		696		1,053		3,063		4,176
Provision for income taxes		3,006		2,003		12,483		8,866
Depreciation and amortization		8,023		7,932		31,814		30,930
EBITDA		23,525		19,998		93,804		77,907
Impairment of long-lived assets and store closing costs		—		1,721		118		2,547
Share-based compensation		860		929		3,960		2,829
Amortization of SaaS implementation costs		4		—		7		—
Adjusted EBITDA	$	24,389		22,648		97,889		83,283