Natural Grocers by Vitamin Cottage, Inc.
For the period ended Sep 30, 2025. Filed Dec 11, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Dec 11, 2025
NGVC$29.37+0.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| 2. | Financial Statement Schedules: Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein. |
| 3. | Exhibits: |
EXHIBIT INDEX
| Exhibit Number | Description | Form | File No. | Exhibit Number | Filing Date |
|---|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation | Form S-1 | 333-182186 | 3.1 | July 5, 2012 |
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | Form 8-K | 001-35608 | 3.1 | March 11, 2025 |
| 3.3 | Amended and Restated Bylaws | Form S-1 | 333-182186 | 3.2 | July 5, 2012 |
| 4.1 | Reference is made to Exhibits 3.1 and 3.2 | ||||
| 4.2 | Specimen Common Stock Certificate | Form S-1 | 333-182186 | 4.2 | July 20, 2012 |
| 4.3 | Form of Notice of Grant of Stock Unit Award | Form S-8 | 333-182886 | 4.2 | July 27, 2012 |
| 4.4 | Form of Registration Rights Agreement | Form S-1 | 333-182186 | 4.3 | July 5, 2012 |
| 10.1 | Second Amended and Restated Employment Agreement by and between Vitamin Cottage Natural Food Markets, Inc., Natural Grocers by Vitamin Cottage, Inc. and Sandra M. Buffa, dated June 26, 2012* | Form 10-Q | 001-35608 | 10.1 | January 29, 2015 |
| 10.2 | Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan, as amended* | Form 8-K | 001-35608 | 10.1 | March 12, 2024 |
| 10.3 | Summary of Compensation Arrangements for Non-Employee Directors* | Form 10-K | 001-35608 | 10.3 | December 7, 2023 |
| 10.4 | Form of Indemnification Agreement* | Form S-1 | 333-182186 | 10.18 | June 29, 2012 |
| 10.5 | Shopping Center Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated January 1, 2010 | Form S-1 | 333-182186 | 10.19 | June 29, 2012 |
| 10.6 | Ground lease by and between 3801 East Second Avenue, LLC and Vitamin Cottage Natural Food Markets, Inc., dated March 1, 2001 | Form S-1 | 333-182186 | 10.20 | June 29, 2012 |
| 10.7 | Commercial Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated June 1, 2006 | Form S-1 | 333-182186 | 10.21 | June 29, 2012 |
| 10.8 | Lease by and between Chalet Properties, LLC and Boulder Vitamin Cottage Group, LLC, dated July 1, 2011 | Form S-1 | 333-182186 | 10.24 | June 29, 2012 |
| 10.9 | Lease by and between Isely Family Land Trust, LLC and Vitamin Cottage Natural Food Markets, Inc., dated February 29, 2012 | Form S-1 | 333-182186 | 10.25 | June 29, 2012 |
| 10.10 | Lease by and between Chalet Properties, Austin, LLC and Vitamin Cottage Natural Food Markets, Inc., dated February 29, 2012 | Form S-1 | 333-182186 | 10.26 | June 29, 2012 |
| 10.11 | Building Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated December 8, 2010 | Form S-1 | 333-182186 | 10.27 | June 29, 2012 |
| 10.12 | Form of Stockholders Agreement, by, between and among Natural Grocers by Vitamin Cottage, Inc. and the stockholders to be named therein | Form S-1 | 333-182186 | 10.32 | July 12, 2012 |
| 10.13 | Credit Agreement dated as of January 28, 2016 by and among Vitamin Cottage Natural Food Markets, Inc., the Guarantors party thereto, the Lenders Party thereto and Bank of America, N.A., as Administrative Agent and L/C Issuer | Form 10-Q | 001-35608 | 10.39 | January 28, 2016 |
| 10.14 | Security and Pledge Agreement dated as of January 28, 2016 by and among Vitamin Cottage Natural Food Markets, Inc., Natural Grocers by Vitamin Cottage, Inc., Vitamin Cottage Two Ltd. Liability Company, the other Obligors thereunder and Bank of America, N.A. | Form 10-Q | 001-35608 | 10.40 | January 28, 2016 |
| 10.15 | First Amendment to Credit Agreement dated as of May 10, 2016, by and among Vitamin Cottage Natural Food Markets, Inc., the Guarantors party thereto, the Lenders Party thereto and Bank of America, N.A., as Administrative Agent and L/C Issuer | Form 10-Q | 001-35608 | 10.42 | July 28, 2016 |
| 10.16 | Incentive Compensation Program* | Form 10-Q | 001-35608 | 10.43 | February 2, 2017 |
| 10.17 | Second Amendment to Credit Agreement dated as of September 6, 2017, by and among Vitamin Cottage Natural Food Markets, Inc., the Guarantors party thereto, the Lenders Party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender | Form 10-K | 001-35608 | 10.44 | December 7, 2017 |
| 10.18 | Autoborrow Agreement dated as of September 6, 2017, by and between Vitamin Cottage Natural Food Markets, Inc. and Bank of America, N.A. | Form 10-K | 001-35608 | 10.45 | December 7, 2017 |
| 10.19 | Employment offer letter to Todd Dissinger dated December 5, 2017* | Form 10-Q | 001-35608 | 10.46 | February 1, 2018 |
| 10.20 | Notice of Grant of Stock Unit Award to Todd Dissinger dated January 2, 2018* | Form 10-Q | 001-35608 | 10.47 | February 1, 2018 |
| 10.21 | First Amendment to Lease dated as of July 31, 2019 by and between Chalet Properties, Austin, LLC and Vitamin Cottage Natural Food Markets, Inc. | Form 10-Q | 001-35608 | 10.49 | August 1, 2019 |
| 10.22 | Third Amendment to Credit Agreement dated as of November 13, 2019, by and among Vitamin Cottage Natural Food Markets, Inc., the Guarantors party thereto, the Lenders Party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender | Form 10-K | 001-35608 | 10.51 | December 5, 2019 |
| 10.23 | Amended and Restated Lease, dated August 3, 2020, between Chalet Properties of Pueblo, LLC and Vitamin Cottage Natural Food Markets, Inc. | Form 10-Q | 001-35608 | 10.1 | August 6, 2020 |
| 10.24 | Fourth Amendment to Credit Agreement dated as of November 18, 2020, by and among Vitamin Cottage Natural Food Markets, Inc., the Guarantors party thereto, the Lenders Party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender | Form 8-K | 001-35608 | 10.1 | November 24, 2020 |
| 10.25 | Fifth Amendment to Credit Agreement dated as of September 16, 2021, by and among Vitamin Cottage Natural Food Markets, Inc., the Guarantors party thereto, the Lenders Party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender | Form 8-K | 001-35608 | 10.1 | September 16, 2021 |
| 10.26 | Lease, dated May 4, 2022, between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc. | Form 10‑Q | 001-35608 | 10.1 | May 5, 2022 |
| 10.27 | Sixth Amendment to Credit Agreement dated as of December 15, 2022, by and among Vitamin Cottage Natural Food Markets, Inc., the Guarantors party thereto, the lenders party, and Bank of America, N.A as Administrative Agent, L/C Issuer and Swing Line Lender | Form 8-K | 001-35608 | 10.1 | December 21, 2022 |
| 10.28 | First Amendment to Lease, dated May 3, 2023, by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc. | Form 10-Q | 001-35608 | 10.1 | May 4, 2023 |
| 10.29 | Amendment to Commercial Lease, dated May 3, 2023, by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc. | Form 10-Q | 001-35608 | 10.2 | May 4, 2023 |
| 10.30# | Amended and Restated Customer Distribution Agreement, dated August 23, 2023, between Vitamin Cottage Natural Food Markets, Inc. and United Natural Foods, Inc. | Form 10-K | 001-35608 | 10.37 | December 7, 2023 |
| 10.31 | Seventh Amendment to Credit Agreement dated as of November 16, 2023, by and among Vitamin Cottage Natural Food Markets, Inc., the Guarantors party thereto, the lenders party thereto, and Bank of America, N.A. as Administrative Agent, L/C Issuer and Swing Line Lender. | Form 8-K | 001-35608 | 10.1 | November 22, 2023 |
| 10.32 | Employment Offer Letter to Richard Hallé dated October 31, 2024* | Form 8-K | 001-35608 | 10.1 | November 6, 2024 |
| 10.33 | Notice of Grant of Stock Unit Award to Richard Hallé* | Form 8-K | 001-35608 | 10.2 | November 6, 2024 |
| 10.34 | Shopping Center Lease, by and between Chalet Properties of Pueblo, L.L.C. and Vitamin Cottage Natural Food Markets, Inc., dated May 7, 2025 | Form 10-Q | 001-35608 | 10.1 | May 8, 2025 |
| 10.35 | First Amendment to Lease, by and between Isely Family Land Trust, LLC and Vitamin Cottage Natural Food Markets, Inc., dated May 7, 2025 | Form 10-Q | 001-35608 | 10.2 | May 8, 2025 |
| 23.1 | Consent of KPMG LLP | — | — | — | — |
| 31.1 | Certification of Kemper Isely, a Principal Executive Officer Required Under Section 302(a) of the Sarbanes-Oxley Act of 2002 | — | — | — | — |
| 31.2 | Certification of Zephyr Isely, a Principal Executive Officer Required Under Section 302(a) of the Sarbanes-Oxley Act of 2002 | — | — | — | |
| 31.3 | Certification of Todd Dissinger, Principal Financial Officer Required Under Section 302(a) of the Sarbanes-Oxley Act of 2002 | — | — | — | — |
| 32.1 | Certification of Principal Executive Officers and Principal Financial Officer Required Under 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† | — | — | — | — |
| 101 | The following materials from Natural Grocers by Vitamin Cottage, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Stockholders’ Equity, and (v) Notes to Consolidated Financial Statements. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) | ||||
* Indicates a management contract or compensatory plan or arrangement.
# Confidential portions have been omitted.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Natural Grocers by Vitamin Cottage, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
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