Natural Grocers by Vitamin Cottage, Inc. filed an 8-K on September 15, 2026, disclosing that majority stockholders acted by written consent on September 9, 2026, to approve the company's reincorporation from Delaware to Texas by conversion.

Key Highlights

  • Written consent action: Certain stockholders holding a majority of voting power approved the reincorporation from Delaware to Texas by conversion on September 9, 2026.
  • Consenting Stockholders' ownership: The Consenting Stockholders owned, directly or indirectly, 13,215,255 shares, or approximately 57.3% of total outstanding shares of common stock as of the Record Date.
  • Isely Family Group: The Consenting Stockholders are collectively certain members of the Isely Family Group subject to the Stockholders Agreement dated June 24, 2012.
  • Board recommendation: The Board of Directors unanimously approved and recommended the Reincorporation prior to the effectiveness of the written consent.
  • Schedule 14C required: The company will file an information statement on Schedule 14C with the SEC, to be mailed to all holders of record of voting capital stock as of September 9, 2026.
  • Effective date timing: The company plans to effectuate the Reincorporation no earlier than twenty calendar days after the commencement of mailing of the Schedule 14C.

Natural Grocers Discloses Delaware-to-Texas Reincorporation Approved by Majority Stockholders

According to the filing, Natural Grocers by Vitamin Cottage, Inc. (NYSE:NGVC) reported that on September 9, 2026, certain stockholders referred to as the "Consenting Stockholders" acted by written consent in lieu of a stockholder meeting to approve the reincorporation of the company from the State of Delaware to the State of Texas by conversion. The Board of Directors had unanimously approved and recommended the Reincorporation before the written consent became effective, and it further unanimously recommended that the corresponding documents be approved and adopted by stockholders.

The filing identifies the Consenting Stockholders as certain members of the Isely Family Group, which the filing describes as comprising 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. As of September 9, 2026, 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.

The company disclosed that it will file a Schedule 14C information statement with the SEC, which will be mailed to all holders of record of the company's voting capital stock as of the close of business on September 9, 2026. Copies of the Plan of Conversion, Texas Certificate of Formation, and Texas Bylaws will be filed as appendices to that Schedule 14C. In accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the company stated it plans to effectuate the Reincorporation no earlier than twenty calendar days after the commencement of mailing of the Schedule 14C.

What Was Disclosed

The 8-K reported that majority stockholders of Natural Grocers by Vitamin Cottage, Inc. approved a reincorporation from Delaware to Texas by written consent on September 9, 2026, with the Reincorporation to take effect no earlier than twenty days after a Schedule 14C mailing to stockholders.