Natural Grocers

Arizona · 11

Arkansas · 3

Colorado · 45

Idaho · 6

Iowa · 6

Kansas · 8

Louisiana · 1

Minnesota · 1

Missouri · 7

Montana · 4

Nebraska · 3

Nevada · 4

New Mexico · 6

North Dakota · 3

Oklahoma · 6

Oregon · 14

South Dakota · 1

Texas · 25

Utah · 8

Washington · 5

Wyoming · 2

Our home office is located in Lakewood, Colorado. We occupy our home office under a lease covering approximately 35,000 square feet; this facility is co-located with one of our stores. Additionally, we lease a 150,000 square foot bulk food repackaging facility and distribution center located in Golden, Colorado. That facility also houses a training center and certain administrative support functions.

As of September 30, 2025, we owned buildings in which 17 of our stores are located. Eleven of those buildings are located on land that is leased pursuant to a ground lease; the remaining six stores are on land owned by the Company. Lease terms typically range between 10 and 25 years, with additional renewal options. Of the current leases for our stores, seven expire in fiscal year 2026, nine expire in fiscal year 2027, 12 expire in fiscal year 2028, 19 expire in fiscal year 2029, 15 expire in fiscal year 2030 and the remainder expire between fiscal years 2031 and 2062. We expect that we will be able to renegotiate these leases or relocate these stores as necessary.

• A reduction in traffic to anchor stores in the shopping areas in close proximity to our stores could significantly reduce our sales and leave us with unsold inventory, which could have a material adverse effect on our business, financial condition and results of operations.
• We may experience product recalls, withdrawals or seizures which could reduce our sales and adversely affect our results of operations.
• Our future business, results of operations and financial condition may be adversely affected by reduced availability of certified organic products or products that meet our other internal standards.
• Disruptions affecting our significant suppliers, or our relationships with such suppliers, could negatively affect our business.
• Adverse weather conditions, natural disasters and the effects of climate change could disrupt our supply chain and adversely impact our sales and financial performance.
• Acts of violence at or threatened against our stores or the shopping centers in which they are located, including active shooter situations and terrorist acts, could adversely impact our sales, which could materially adversely affect our financial performance.
• The current geographic concentration of our stores creates exposure to local economies, regional downturns, severe weather and other catastrophic occurrences.
• If we fail to maintain our reputation and the value of our brand, our sales may decline.
• Perishable food product losses could materially impact our results of operations.
• The decision by certain of our suppliers to distribute their specialty products through other retail distribution channels could negatively impact our revenue from the sale of such products.
• Our ability to operate our business effectively could be impaired if we fail to retain or attract key personnel or are unable to attract, train and retain qualified employees.
• Any significant interruption in the operations of our bulk food repackaging facility and distribution center or our supply chain network could disrupt our ability to deliver our merchandise in a timely manner.
• Higher wage and benefit costs could adversely affect our business.
• Union activity among our Crew members or at third party transportation companies could disrupt our operations and harm our business.
• Future events could result in impairment of long-lived assets, which may result in charges that adversely affect our results of operations and capitalization.
• We have significant lease obligations, which may adversely affect our liquidity and require us to raise additional capital or continue paying rent for store locations that we no longer operate.
• Any material disruption to or failure of our information systems could negatively impact our operations.
• Failure to protect our information systems against cyber-attacks or information security breaches, including failure to protect the integrity and security of individually identifiable data of our customers and Crew members, could expose us to litigation, damage our reputation and have a material adverse effect on our business.
• Claims under our self-insurance program may differ from our estimates, which could negatively impact our results of operations.
• If we are unable to protect our intellectual property rights, our ability to compete and the value of our brand could be harmed.
• Energy costs are a significant component of our operating expenses and increasing energy costs, unless offset by more efficient usage or other operational responses, may impact our profitability.
• Legal proceedings could adversely affect our business, financial condition and results of operations.
• Effective tax rate changes and results of examinations by taxing authorities could materially impact our results of operations.
• Failure to maintain effective internal control over financial reporting could lead to material misstatements in our financial statements.
• New or increased tariffs on the foreign-sourced goods that we sell or the foreign-sourced materials incorporated into such goods could have a material adverse effect on our business, financial condition and results of operations.
• If we or our third-party suppliers fail to comply with regulatory requirements, or are unable to provide products that meet our specifications, our business and our reputation could suffer.
• We, as well as our suppliers, are subject to numerous federal, state and local laws and regulations and our compliance with these laws and regulations, as they currently exist or as modified in the future, may increase our costs, limit or eliminate our ability to sell certain products, require recalls of certain products, raise regulatory enforcement risks not present in the past or otherwise adversely affect our business, results of operations and financial condition.
• Advertising and Products Claims Risks.
• Our sale of products containing cannabidiol (CBD) could lead to regulatory action by federal, state and/or local authorities or legal proceedings brought by or on behalf of consumers.
• The activities of our Nutritional Health Coaches and our nutrition education services may be impacted by government regulation or an inability to secure adequate liability insurance.
• Consumers or regulatory agencies may challenge certain claims made regarding the products we sell.
• The products we sell could suffer from real or perceived quality or food safety concerns and may cause unexpected side effects, illness, injury or death that could result in their discontinuance or expose us to lawsuits, any of which could result in unexpected costs and damage to our reputation.
• Our political advocacy activities may reduce our customer count and sales.
• Our credit facility could limit our operational flexibility.
• We may be unable to generate sufficient cash flow to satisfy our debt service obligations, which could adversely impact our business.
• Our liquidity needs may require us to raise additional capital through debt or equity financings.
• Our share repurchase program may adversely affect our liquidity and cause fluctuations in our stock price.
• Our current principal stockholders have significant influence over us, and they could delay, deter or prevent a change of control or other business combination or otherwise cause us to take action with which our stockholders might not agree.
• We may not be able to continue paying dividends on our common stock.
• If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock or if our operating results do not meet their expectations, our common stock price could decline.
• Anti-takeover provisions in our organizational documents and Delaware law may discourage or prevent a change in control, even if a sale of the Company could be beneficial to our stockholders, which could cause our stock price to decline and prevent attempts by our stockholders to replace or remove our current management.
• We are a “controlled company” within the meaning of the NYSE Listed Company Manual, and, as a result, rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.