Vital Farms (VITL) CMO reports tax-related share withholdings

Rhea-AI Filing Summary

Vital Farms, Inc. executive Kathryn McKeon, CMO and GM, Butter, reported routine tax-related share withholdings. On two March transactions, a total of 2,611 shares of common stock were withheld by the company to satisfy tax obligations, rather than sold on the open market. After these dispositions, she directly holds 49,671 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)
03/12/2026

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)		1,683	D	$17.62	50,599	D
Common Stock	03/16/2026		F(1)		928	D	$17.21	49,671	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 activity did Vital Farms (VITL) report for Kathryn McKeon?

Vital Farms reported that CMO and GM, Butter, Kathryn McKeon had company shares withheld to cover tax obligations. These Form 4 transactions reflect tax-withholding dispositions, not open-market purchases or sales, and are tied to equity compensation events rather than discretionary trading.

How many Vital Farms (VITL) shares were withheld for Kathryn McKeon’s taxes?

A total of 2,611 Vital Farms common shares were withheld to satisfy Kathryn McKeon’s tax obligations. The transactions included 1,683 shares at $17.62 and 928 shares at $17.21 per share, all classified as tax-withholding dispositions under transaction code F.

Were Kathryn McKeon’s Vital Farms (VITL) transactions open-market sales?

No, the reported transactions were not open-market sales. They are coded F on Form 4, described as payments of tax liability by delivering securities, meaning the issuer withheld shares to cover taxes rather than McKeon selling shares into the market.

How many Vital Farms (VITL) shares does Kathryn McKeon hold after these transactions?

Following the tax-withholding dispositions, Kathryn McKeon directly holds 49,671 shares of Vital Farms common stock. This post-transaction holding figure reflects her remaining equity position reported in the Form 4 after the company withheld shares for tax obligations.

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

Transaction code F on the Form 4 indicates payment of an exercise price or tax liability by delivering securities. For Vital Farms, this means the company withheld McKeon’s shares to satisfy tax obligations arising from equity compensation, rather than her executing discretionary market trades.

Does the Vital Farms (VITL) Form 4 mention any derivative holdings for Kathryn McKeon?

The filing’s derivative section is empty, indicating no remaining derivative positions are reported in this specific Form 4. The focus is solely on non-derivative common stock withheld for taxes, with no additional options or other derivative securities detailed here.