Vital Farms (VITL) SVP amends Form 4 on tax share withholding

Rhea-AI Filing Summary

Vital Farms, Inc. reported an amended insider transaction for its SVP of Strategy. On 03/13/2025, 1,328 shares of common stock were withheld by the company at a price of $29.32 per share to cover a tax withholding obligation. After this transaction, the officer directly beneficially owned 55,287 shares of common stock. The amendment explains that the previously reported number of shares withheld for taxes, and the resulting beneficial ownership figure, had been inadvertently misstated and are now corrected.

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^*

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)
03/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/17/2025

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	03/13/2025		F(1)		1,328(2)	D	$29.32	55,287(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 SVP of Strategy. On 03/13/2025, 1,328 common shares were withheld by the company to satisfy a tax withholding obligation at $29.32 per share, adjusting the officer’s reported holdings.

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

The filing states that earlier figures were inadvertently misreported. The amendment corrects the number of shares withheld to satisfy the tax withholding obligation and updates the number of shares beneficially owned following the reported transaction to accurately reflect the insider’s position.

How many Vital Farms (VITL) shares were withheld for taxes in the corrected filing?

The corrected filing shows 1,328 common shares were withheld. These shares were retained by the company to cover the insider’s tax withholding obligation in connection with the transaction dated 03/13/2025, replacing an incorrect number reported in the prior version.

What is the insider’s Vital Farms (VITL) share ownership after this amended transaction?

Following the corrected transaction, the SVP of Strategy is reported to directly beneficially own 55,287 shares of Vital Farms common stock. This figure reflects the revised number of shares withheld to satisfy tax obligations and replaces the previously misreported ownership total.

What does transaction code “F” mean in the Vital Farms (VITL) insider filing?

Transaction code “F” in the filing indicates a tax-related transfer. In this case, 1,328 Vital Farms common shares were withheld by the issuer on 03/13/2025 to satisfy the insider’s tax withholding obligation rather than being sold on the open market.