Natural Grocers by Vitamin Cottage Inc 2026年季度报告

Form 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-35608 80228(Zip code) (303) 986-4600(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Trading symbolNGVC Name of each exchange on which registeredNew York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non –accelerated filer☐ Accelerated filer☒Smaller reporting company☐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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of February 2, 2026 was 23,033,093. Natural Grocers by Vitamin Cottage, Inc.Quarterly Report on Form 10-QFor the Quarterly Period Ended December 31, 2025 Table of Contents PART I. Financial Information Item 1.Financial Statements3Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025 (unaudited)3Consolidated Statements of Income for the three months ended December 31, 2025 and 2024 (unaudited)4Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 2024 (unaudited)5Consolidated Statements of Changes in Stockholders’Equity for the three months ended December 31, 2025 and2024 (unaudited)6Notes to Unaudited Interim Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3.Quantitative and Qualitative Disclosures About Market Risk27Item 4.Controls and Procedures28 Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 5.Other InformationItem 6.Exhibits Table of Contents Except where the context otherwise requires or where otherwise indicated: (i) all references herein to‘‘we,’’‘‘us,’’‘‘our,’’‘‘NaturalGrocers’’and the“Company’’refer collectively to Natural Grocers by Vitamin Cottage, Inc. and its consolidated subsidiaries and (ii) allreferences to“fiscal year”refer to a year beginning on October 1 of the previous year and ending on September 30 of such year (for example,“fiscal year 2026”refers to the year from October 1, 2025 to September 30, 2026). Forward-Looking Statements This Quarterly Report on Form 10-Q (this Form 10-Q) includes forward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995 in addition to historical information. These forward-looking statements are included throughout this Form 10-Q,including in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements thatare not statements of historical fact, including those that relate to matters such as our industry, business strategy, goals and expectationsconcerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, future growth,pending legal proceedings and other financial and operating information, are forward-looking statements. We may use the words “anticipate,”“assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “target” andsimilar terms and phrases to identify forward-looking statements in this Form 10-Q. The forward-looking statements contained in this Form 10-Q are based on management’s current expectations and are subject touncertainty and changes in circumstances. We cannot assure you that future developments affecting us will be those that we have anticipated.Actual results may differ materi