Natural Grocers by Vitamin Cottage, Inc. 8-KCurrent Reports (8-K / ad hoc)

Market for Equity / Stockholders

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 9, 2026, certain stockholders (the “Consenting Stockholders,” as defined below) of Natural Grocers by Vitamin Cottage, Inc. (the “Company”) holding a majority of the voting power of the Company’s outstanding shares of capital stock entitled to vote as of September 9, 2026 (the “Record Date”) acted by written consent in lieu of a meeting of stockholders to approve the reincorporation of the Company from the State of Delaware to the State of Texas by conversion (the “Reincorporation”). The Reincorporation was unanimously approved and recommended by the Company’s Board of Directors prior to the effectiveness of the written consent of the Consenting Stockholders, and the Board of Directors unanimously recommended that the Reincorporation and the corresponding documents be approved and adopted by the Company’s stockholders. In connection with the Reincorporation, the Company will file with the U.S. Securities and Exchange Commission an information statement on Schedule 14C (the “Schedule 14C”) that will be mailed to all holders of record of the Company’s voting capital stock as of the close of business on the Record Date. Copies of the Plan of Conversion, Texas Certificate of Formation and Texas Bylaws will be filed as appendices to the Schedule 14C. The Consenting Stockholders are, collectively, certain members of the Isely Family Group who are subject to that certain Stockholders Agreement of the Company, dated June 24, 2012. The “Isely Family Group” is comprised of each of Kemper Isely, Zephyr Isely, Heather Isely, Elizabeth Isely, certain trusts or entities controlled by one or more of them, certain other Isely family members, and certain entities controlled by a trustee but owned by the above-named Iselys and their family members (directly or indirectly through trusts). As of the Record Date, the Consenting Stockholders owned, directly or indirectly, 13,215,255 shares, or approximately 57.3% of the Company’s total outstanding shares of common stock. In accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Company plans to effectuate the Reincorporation no earlier than twenty calendar days after the commencement of mailing of the Schedule 14C to all holders of record of the Company’s voting capital stock as of the close of business on September 9, 2026.