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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): June 27, 2024

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 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 27, 2024, Todd Dissinger, Chief Financial Officer (principal financial officer) of Natural Grocers by Vitamin Cottage, Inc. (the “Company”) and its wholly owned subsidiary Vitamin Cottage Natural Food Markets, Inc., notified the Company that he intends to retire from the Company effective on or about December 31, 2024. He will continue to serve as Chief Financial Officer until his successor is appointed to ensure a smooth transition. The Company will conduct a thorough process to identify Mr. Dissinger’s successor with the assistance of an executive recruiting firm.

On June 27, 2024, the Company issued a press release announcing Mr. Dissinger’s retirement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section. Additionally, the information contained in 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.

Item 7.01

Regulation FD Disclosure.

On June 27, 2024, the Company issued a press release announcing Mr. Dissinger’s retirement. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release of Natural Grocers by Vitamin Cottage, Inc. dated June 27, 2024.
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: June 27, 2024

	Natural Grocers by Vitamin Cottage, Inc.

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

EX-99.1 2 ex_693120.htm EXHIBIT 99.1 ex_693120.htm

Exhibit 99.1

Natural Grocers by Vitamin Cottage, Inc. Announces Retirement of Todd Dissinger, CFO

Lakewood, Colorado, June 27, 2024. Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) today announced that Todd Dissinger, Chief Financial Officer, has informed the Company of his intention to retire on December 31, 2024. He will continue to serve as Chief Financial Officer until his successor is appointed to ensure a smooth transition. The Company will conduct a thorough process to identify Mr. Dissinger’s successor with the assistance of an executive recruiting firm.

“Since his appointment as Chief Financial Officer in December 2017, Todd has been an invaluable member of our executive team, helping Natural Grocers to execute on its founding principles while achieving record financial performance and enhancing shareholder value,” said Kemper Isely, Chairman and Co-President. “I want to thank Todd for his many contributions to our success and wish him well in retirement. We are grateful for his dedication and continuing leadership throughout this transition.”

“I would like to express my gratitude to Kemper, the Isely family, our Board, and all our team members for the support and commitment they have extended during my tenure at Natural Grocers,” said Mr. Dissinger. “I am fortunate to have had the opportunity to conclude my career at a company with a long legacy, and a clear and consistent mission committed to the health and well-being of its customers, communities, and employees. I’m proud to have been part of that mission and success. I am confident in Natural Grocers’ bright future and look forward to doing everything I can to ensure a successful transition.”

About Natural Grocers by Vitamin Cottage

Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) is an expanding specialty retailer of natural and organic groceries, body care products and dietary supplements. The products sold by Natural Grocers must meet strict quality guidelines and may not contain artificial colors, flavors, preservatives or sweeteners, or partially hydrogenated or hydrogenated oils. The Company sells only USDA certified organic produce and exclusively pasture-raised, non-confinement dairy products, and free-range eggs. Natural Grocers’ flexible smaller-store format allows it to offer affordable prices in a shopper-friendly, clean and convenient retail environment. The Company also provides extensive free science-based nutrition education programs to help customers make informed health and nutrition choices. The Company, founded in 1955, has 168 stores in 21 states.

Visit www.NaturalGrocers.com for more information and store locations.

Forward-Looking Statements

The following constitutes a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Certain statements in this release, including statements regarding Mr. Dissinger’s intent to retire and plans for identifying a successor are forward-looking statements within the meaning of the PSLRA, are based on management’s current expectations and are subject to uncertainty and changes in circumstances. The information contained herein speaks only as of the date of this release and the Company undertakes no obligation to publicly update forward-looking statements, except as may be required by the securities laws.

For further information regarding risks and uncertainties associated with the Company's business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of the Company's filings with the Securities and Exchange Commission, including, but not limited to, the Form 10-K and the Company's subsequent quarterly reports on Form 10-Q, copies of which may be obtained by contacting Investor Relations at 303-986-4600 or by visiting the Company's website at http://Investors.NaturalGrocers.com.

Investor Contact:

Reed Anderson, ICR, 646-277-1260, reed.anderson@icrinc.com