Every 8-K that Vital Farms, Inc. (VITL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow VITL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VITL filings page.
Vital Farms, Inc. amended and restated its bylaws, effective August 11, 2026, following approval by its Board of Directors. A subsequent amendment to the current report corrects the omission of the item number in the SEC submission header; the underlying bylaw changes remain the same.
The revised bylaws expand and reorganize advance notice requirements for stockholder director nominations and other business, including broader disclosure obligations for beneficial owners and related parties, enhanced nominee relationship and compensation disclosures, verification and updating procedures, and permitted delivery methods. They also strengthen rules for conducting stockholder meetings, establish director eligibility standards such as availability for Board interviews, and adopt emergency bylaws under Section 110 of the Delaware General Corporation Law to govern Board operations during emergencies, including alternative meeting methods, modified quorum rules, and liability limitations.
Vital Farms, Inc. updated its corporate governance framework by approving and adopting amended and restated bylaws effective August 11, 2026. The changes expand and restructure the advance notice requirements for stockholder nominations and proposals, including broader disclosure obligations for beneficial owners and associated persons, enhanced information on nominee relationships and compensation, verification and update procedures, and permitted delivery methods for stockholder notices. The bylaws also increase the representations and agreements required from stockholder-nominated director candidates.
The amendments clarify the authority of the Board and its Chairperson to set rules and procedures for stockholder meetings and establish eligibility standards for director candidates, including a requirement to be reasonably available for Board or committee interviews. In addition, new emergency bylaws adopted under Section 110 of the Delaware General Corporation Law set governance procedures for emergencies, such as alternative methods for Board meetings, modified quorum rules, and limited liability for emergency actions, along with other technical and conforming updates.
Vital Farms, Inc. entered into new senior secured Credit Facilities totaling $185.0 million: a $60.0 million asset-based revolving credit facility led by JPMorgan and a $125.0 million term loan facility led by Silver Point. The revolver is borrowing-base driven and scheduled to mature on August 4, 2029, with earlier maturity if the term loan is not refinanced. Both facilities are secured by substantially all assets and include covenants limiting additional debt, liens, dividends, investments and affiliate transactions.
The term loan was fully drawn on closing, with proceeds used to repay the prior $60.0 million revolving facility, pay related fees and bolster cash. It bears interest at Term SOFR plus 7.50% (1.00% floor) or Base Rate plus 6.50% (2.00% floor) and includes an exit fee equal to 1.30 times original principal less cash returns to lenders. A separate amendment to the 2024 credit agreement waived a Fixed Charge Coverage Ratio default for the quarter ended June 28, 2026.
For second-quarter 2026, net revenue fell 10.1% to $166.0 million, gross margin dropped to 6.6%, and the company recorded a net loss of $31.1 million (loss of $0.72 per diluted share). Adjusted EBITDA was a loss of $26.6 million. Cash, cash equivalents and marketable securities were $21.2 million with $30.0 million of debt as of June 28, 2026. The company repurchased 1,129,104 shares for $15.0 million before its Board cancelled the stock repurchase program in line with the new Credit Facilities and reaffirmed 2026 guidance for net revenue of $775–$800 million and Adjusted EBITDA of $0–$10 million.
Vital Farms, Inc. reported the results of its annual stockholder meeting held on June 10, 2026. Stockholders elected Russell Diez-Canseco and Kelly Kennedy to serve as directors until the 2029 annual meeting and until their successors are elected and qualified.
Investors also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 27, 2026. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement filed on April 27, 2026.
Vital Farms, Inc. reported first quarter 2026 results showing solid sales growth but sharply weaker profitability and a strategic shift in its product portfolio. Net revenue rose 15.4% to $187.2 million, driven by higher volumes, but gross margin fell to 28.3% from 38.5% as oversupply pushed more eggs into lower-priced breaker and wholesale channels.
The company swung to a net loss of $1.5 million, or $0.03 per diluted share, versus net income of $16.9 million a year earlier. Adjusted EBITDA dropped to $5.0 million from $27.5 million. Management decided to wind down the butter business by the end of fiscal 2026 to focus on core egg categories, which it expects to be margin accretive after exit.
Vital Farms ended the quarter with $51.4 million in cash, cash equivalents and marketable securities and no debt, after investing heavily in its Vital Crossroads facility and accelerator farms and repurchasing 1.0 million shares for $20.0 million. For fiscal 2026, it now expects net revenue of $775–$800 million, at least 5% growth over 2025, Adjusted EBITDA of $0–$10 million, and reduced capital expenditures of $70–$75 million.
Vital Farms reported strong growth for fiscal 2025, with net revenue rising 25.3% to $759.4 million and net income increasing to $66.3 million. Adjusted EBITDA reached $114.0 million, up from $86.7 million, while gross margin held near prior-year levels at 37.6%.
Fourth-quarter net revenue grew 28.7% to $213.6 million, and diluted EPS improved to $0.35. The company ended 2025 with $113.4 million in cash, cash equivalents and marketable securities and no outstanding debt, after significantly ramping capital expenditures to $82.0 million to expand capacity.
The Board authorized a two-year stock repurchase program of up to $100 million and announced successful remediation of a previously disclosed material weakness in internal control over financial reporting. Founder Matt O’Hayer retired from the Board, with CEO Russell Diez‑Canseco becoming Executive Chairperson and Denny Marie Post continuing as lead independent director.
For 2026, Vital Farms guides to net revenue of $900–$920 million, Adjusted EBITDA of $105–$115 million, and capital expenditures of $140–$150 million, while reaffirming its goal of reaching $2 billion in net revenue by 2030.
Vital Farms, Inc. disclosed that it issued a press release titled “Vital Farms Sets $2 Billion Net Revenue Target for 2030; To Host Investor Day in Springfield, Missouri.” The company is publicly setting a long-term goal of reaching $2 billion in net revenue by 2030, giving investors a clear numeric benchmark for its growth ambitions.
The same announcement states that Vital Farms plans to host an Investor Day in Springfield, Missouri, signaling a dedicated event to engage with the investment community. The press release is furnished as Exhibit 99.1 and, as stated in the report, is not deemed “filed” for purposes of Section 18 of the Exchange Act or automatically incorporated into other SEC reports except where specifically referenced.
Vital Farms furnished an 8-K announcing its financial results for the fiscal quarter ended September 28, 2025. The company shared the results via a press release attached to the filing.
The press release is included as Exhibit 99.1 and is incorporated by reference. The information in this report, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act.
Vital Farms, Inc. filed an amended report to update the outcome of its advisory “say-on-frequency” vote from the 2025 annual stockholders meeting. Stockholders indicated a preference for holding the advisory vote on executive compensation every year rather than every two or three years.
In line with that stockholder vote and the Board of Directors’ prior recommendation, Vital Farms has decided to hold future non-binding advisory say-on-pay votes annually. This annual cadence will continue until the next required say-on-frequency vote, which must occur no later than the company’s 2031 annual stockholders meeting.