Vital Farms (VITL) officer amends Form 4 share withholding

Rhea-AI Filing Summary

An officer of Vital Farms, Inc. filed an amended insider report to correct previously misreported share withholding details. On 03/13/2025, 1,046 shares of common stock were withheld by the company to cover tax obligations at $29.32 per share. After this correction, the officer beneficially owns 49,887 shares of Vital Farms common stock.

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)
03/13/2025

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)		1,046(2)	D	$29.32	49,887(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 Vital Farms (VITL) latest Form 4/A filing report?

The Form 4/A for Vital Farms (VITL) corrects an earlier insider report. It updates the number of shares withheld for taxes and the officer’s post-transaction holdings, without reporting any new open-market purchases or sales of Vital Farms common stock.

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

The filing states that 1,046 shares of Vital Farms common stock were withheld. These shares were retained by the company to satisfy the reporting officer’s tax withholding obligation related to equity compensation, rather than being sold in the open market to third-party investors.

What is the corrected Vital Farms (VITL) share ownership after the transaction?

After correcting the earlier error, the officer is reported to beneficially own 49,887 shares of Vital Farms common stock. This figure reflects the updated tax withholding amount and replaces the previously misreported post-transaction share balance in the original Form 4 filing.

What transaction code is used in the Vital Farms (VITL) Form 4/A?

The Form 4/A uses transaction code “F,” which indicates shares were withheld to pay taxes. In this case, Vital Farms withheld 1,046 shares of common stock at $29.32 per share to satisfy the insider’s tax withholding obligation tied to equity-based compensation.

Why was the Vital Farms (VITL) Form 4/A amendment necessary?

The amendment was necessary because the original report misstated key share figures. It corrects both the number of shares withheld to satisfy the tax obligation and the number of Vital Farms shares beneficially owned by the officer following the reported withholding transaction.