Vital Farms (VITL) officer amends Form 4 to fix tax-share withholding

Rhea-AI Filing Summary

Vital Farms, Inc. filed an amended insider trading report correcting share withholding figures for a company officer. The Chief Marketing Officer had shares of common stock withheld by the company on March 10, 2025 and March 11, 2025 to cover tax obligations related to equity awards.

The amendment states that the number of shares withheld to satisfy the tax withholding obligation was previously misreported. It updates both the withheld share amounts and the officer’s beneficially owned share totals following these transactions, without indicating any open-market buying or selling by the officer.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McKeon Kathryn

(Last) (First) (Middle)

C/O VITAL FARMS, INC.

3601 SOUTH CONGRESS AVENUE, SUITE C100

(Street)

AUSTIN TX 78704

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vital Farms, Inc. [ VITL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CMO and GM, Butter

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/12/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/10/2025		F(1)		1,426	D	$32.04	52,701	D
Common Stock	03/11/2025		F(1)		1,768(2)	D	$31.6	50,933(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld by the Issuer to satisfy withholding tax obligation.

2. The number of shares withheld to satisfy the withholding tax obligation was inadvertently misreported. This amendment corrects the number of shares withheld and the number of shares beneficially owned following the reported transactions.

	/s/ Francis Cullo, Attorney-in-Fact	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the Vital Farms (VITL) Form 4/A filing report?

The Form 4/A reports corrected share withholding figures for a Vital Farms officer. It amends earlier disclosures about shares withheld by the company to cover tax obligations tied to equity awards, and updates the officer’s resulting beneficial ownership totals after those transactions.

Who is the reporting person in the Vital Farms (VITL) Form 4/A?

The reporting person is a Vital Farms officer serving as Chief Marketing Officer for Eggs and Butter. They filed individually, not as part of a group, and reported changes in their beneficial ownership of Vital Farms common stock due to tax-related share withholding.

What transactions are disclosed in the Vital Farms (VITL) Form 4/A?

The filing discloses company share withholdings on March 10 and March 11, 2025. These are coded as tax withholding transactions rather than open-market trades, reflecting shares retained by Vital Farms to satisfy the officer’s equity award-related tax obligations.

Why was the Vital Farms (VITL) insider filing amended?

The filing was amended because the originally reported number of shares withheld for taxes was incorrect. The amendment clarifies the actual shares withheld and adjusts the officer’s post-transaction beneficial ownership amounts to accurately reflect their current holdings after those corrections.

Does the Vital Farms (VITL) Form 4/A show open-market insider sales?

No, the Form 4/A describes shares withheld by Vital Farms to cover tax obligations. These are tax-related withholding transactions, not discretionary open-market purchases or sales by the officer, and they adjust the officer’s beneficial ownership as a result of equity award vesting.

How does the Vital Farms (VITL) Form 4/A affect reported beneficial ownership?

The amendment revises the officer’s beneficial ownership totals following the tax withholding transactions. It corrects prior misreported figures so that the number of common shares shown as beneficially owned now aligns with the actual shares remaining after the company’s tax-related withholdings.