Rooney David C. 4

What Happened

• David C. Rooney, a director of Natural Grocers by Vitamin Cottage, Inc. (NGVC), had 1,532 restricted stock units (RSUs) vest on March 5, 2026; those RSUs were settled into 1,532 shares (reported as acquired) and the same 1,532 shares were reported disposed the same day. The Form 4 also reports a grant of 2,253 RSUs on March 4, 2026 as compensation for board service. Prices shown are $0.00 because the transactions involve issuance/settlement of RSUs, not a cash purchase or sale; the filing does not state any cash value realized.

Key Details

• Transaction dates and codes:
  • 2026-03-04: Grant/award (Code A) — 2,253 RSUs granted (derivative), $0.00 per share (will vest 3/4/2027 subject to continued service).
  • 2026-03-05: RSU vesting/settlement (reported as exercise/conversion, Code M) — 1,532 RSUs vested and were settled into 1,532 shares (Acquired, $0.00) and those 1,532 shares were reported Disposed same day (Code M, $0.00).
• Shares owned after the transaction: the filing does not disclose total beneficial ownership following these transactions; net immediate change in vested shares from the reported transactions is zero (1,532 issued then disposed), plus 2,253 unvested RSUs granted.
• Footnotes of note:
  • Each RSU is a contingent right to receive one share (footnote: RSU = one share upon settlement).
  • The 1,532 units were issued upon vesting on March 5, 2026.
  • The 2,253 RSUs were issued as board compensation and vest on March 4, 2027, subject to continued service.
• Filing timeliness: Form 4 filed March 6, 2026; appears to be filed within the standard two-business-day reporting window.

Context

• RSUs are derivative awards that convert to shares when they vest; the filing shows vesting and immediate disposition of the vested shares (the filing does not state the reason for the disposition).
• Grants of unvested RSUs (like the 2,253 units) are common board compensation and do not represent an immediate purchase or sale.