Vital Farms (VITL) CFO updates Form 4 to correct 4,716-share tax withholding

Rhea-AI Filing Summary

Vital Farms, Inc. reported an amended insider transaction for its Chief Financial Officer. On 03/17/2025, the company withheld 4,716 shares of common stock at $31.59 per share to cover a tax withholding obligation related to equity compensation. After this adjustment, the officer directly beneficially owned 56,793 shares of common stock. The amendment states that the original filing misreported the number of shares withheld and the resulting beneficial ownership, and this correction updates both figures.

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^*

Wrede Thilo

(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)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/19/2025

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	03/17/2025		F(1)		4,716(2)	D	$31.59	56,793(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 an amended insider transaction for its Chief Financial Officer. On March 17, 2025, 4,716 shares of common stock were withheld by the company to satisfy a tax withholding obligation tied to equity compensation.

Why did Vital Farms (VITL) file an amended Form 4/A for its CFO?

The amendment was filed because the originally reported number of shares withheld for taxes was incorrect. This Form 4/A corrects both the number of shares withheld and the CFO’s directly beneficially owned share balance following the transaction.

How many Vital Farms (VITL) shares were withheld to cover taxes?

Vital Farms withheld 4,716 shares of common stock from the Chief Financial Officer. These shares were used to satisfy the officer’s tax withholding obligation, with the transaction priced at $31.59 per share according to the filing details.

What is the CFO’s beneficial ownership after the Vital Farms (VITL) amendment?

Following the corrected transaction, the Chief Financial Officer beneficially owned 56,793 shares of Vital Farms common stock. The filing specifies this amount as directly held, updating the balance after accounting for the 4,716 shares withheld for taxes.

What does transaction code “F” mean in the Vital Farms (VITL) Form 4/A?

Transaction code “F” indicates shares were withheld by the issuer to pay taxes on an equity award. In this case, Vital Farms withheld 4,716 common shares from the CFO to satisfy a withholding tax obligation on previously granted stock.

What price per share was used for the Vital Farms (VITL) tax withholding?

The tax withholding transaction used a price of $31.59 per Vital Farms common share. This price is applied to the 4,716 shares withheld by the company to determine the value covering the Chief Financial Officer’s tax obligation.