Vital Farms (VITL) CFO has shares withheld to cover tax liability

Rhea-AI Filing Summary

Vital Farms, Inc. Chief Financial Officer Thilo Wrede reported a routine tax-related share disposition. On this Form 4, 2,240 shares of common stock were withheld by the company at $17.62 per share to cover withholding tax obligations, and he remains directly holding 78,669 shares afterward.

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)
03/12/2026

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

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	03/12/2026		F(1)		2,240	D	$17.62	78,669	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.

	/s/ Francis Cullo, Attorney-in-Fact	03/16/2026
	** 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).
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FAQ

What insider transaction did Vital Farms (VITL) disclose for its CFO?

Vital Farms reported that CFO Thilo Wrede had 2,240 common shares withheld by the company to satisfy tax obligations. The transaction used a $17.62 per-share value and reflects a tax-withholding event, not an open-market purchase or sale of stock by the executive.

Was the Vital Farms (VITL) CFO transaction an open-market sale of shares?

No, the CFO’s Form 4 shows a tax-withholding disposition, not an open-market sale. The 2,240 shares were withheld by Vital Farms to cover tax liabilities tied to equity compensation, a common administrative event that does not represent discretionary selling in the market.

How many Vital Farms (VITL) shares does the CFO hold after this Form 4?

After the tax-withholding transaction, CFO Thilo Wrede directly holds 78,669 shares of Vital Farms common stock. This figure comes from the Form 4’s post-transaction ownership line and shows he retains a substantial equity position following the routine tax-related share withholding.

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

Transaction code F indicates shares used to pay an exercise price or tax liability. In this case, 2,240 Vital Farms shares were withheld by the issuer to satisfy a withholding tax obligation, classifying the event as administrative tax settlement rather than a market trade.

How large is the Vital Farms (VITL) CFO’s tax-withholding transaction?

The Form 4 reports 2,240 common shares valued at $17.62 per share used for tax withholding. This is a relatively small, routine disposition compared with the CFO’s remaining 78,669-share direct holding and does not reflect a strategic buy or sell decision in the open market.