Vital Farms (NASDAQ: VITL) SVP corrects tax share withholding

Rhea-AI Filing Summary

Vital Farms, Inc. insider updates tax-related share withholding. A senior vice president of strategy reported that the company withheld 1,901 shares of common stock on 03/10/2025 at $32.04 per share and 1,935 shares on 03/11/2025 at $31.60 per share to cover withholding tax obligations.

After these transactions, the officer directly beneficially owned 58,550 shares following the first withholding and 56,615 shares following the second. The filing is an amendment that corrects previously misreported numbers for the shares withheld and the resulting beneficial ownership, and does not reflect discretionary open-market buying or selling.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Coon Stephanie

(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)
	SVP STRATEGY

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)		1,901	D	$32.04	58,550	D
Common Stock	03/11/2025		F(1)		1,935(2)	D	$31.6	56,615(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 insider transaction did Vital Farms (VITL) report in this Form 4/A?

Vital Farms reported that a senior vice president had shares withheld to cover tax obligations on equity compensation. The company withheld 1,901 shares on March 10, 2025, and 1,935 shares on March 11, 2025, instead of the officer receiving those shares.

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

The reporting person is an officer of Vital Farms serving as senior vice president of strategy. The filing shows their direct beneficial ownership of common stock and records share withholding transactions related to tax obligations on equity awards granted by the company.

How many Vital Farms (VITL) shares were withheld for taxes in this amendment?

The filing shows 1,901 Vital Farms common shares were withheld on March 10, 2025, and 1,935 shares on March 11, 2025. These shares satisfied the officer’s withholding tax obligations associated with equity compensation rather than being sold on the open market.

How many Vital Farms (VITL) shares does the officer own after the reported transactions?

After the March 10, 2025 tax withholding, the officer directly beneficially owned 58,550 Vital Farms common shares. Following the March 11, 2025 withholding, the filing reports direct beneficial ownership of 56,615 shares, reflecting the cumulative effect of the two withholding events.

Why was this Vital Farms (VITL) Form 4 amended?

The Form 4 was amended because the number of shares withheld to satisfy the withholding tax obligation was inadvertently misreported. The amendment corrects both the number of shares withheld and the number of shares beneficially owned following the reported transactions, aligning the record with the actual tax withholding.

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

No. The filing uses transaction code “F,” indicating shares were withheld by Vital Farms to satisfy tax obligations on equity awards. The explanation section clarifies that these shares were retained by the issuer for withholding taxes, not sold in discretionary market transactions by the officer.