Vital Farms (VITL) CFO adds 500 ESPP shares, now holding 75,977

Rhea-AI Filing Summary

Vital Farms, Inc. Chief Financial Officer Thilo Wrede acquired 500 shares of common stock through the company’s 2020 Employee Stock Purchase Plan at $7.21 per share. Under the plan, shares were bought at 85% of the closing price on the purchase date, bringing his direct holdings to 75,977 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wrede Thilo

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	500	$7.21	$4K

Holdings After Transaction: Common Stock — 75,977 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares acquired: 500 shares Purchase price: $7.21 per share Holdings after transaction: 75,977 shares +1 more

4 metrics

Shares acquired 500 shares Common Stock acquired on May 15, 2026 via ESPP

Purchase price $7.21 per share Price paid under 2020 Employee Stock Purchase Plan

Holdings after transaction 75,977 shares Direct ownership of CFO after acquisition

ESPP discount 85% of closing price Plan formula for purchase price on transaction date

Key Terms

2020 Employee Stock Purchase Plan, Rule 16b-3(d), Rule 16b-3(c), closing price

4 terms

2020 Employee Stock Purchase Plan financial

"These shares were acquired under the Issuer's 2020 Employee Stock Purchase Plan (the "ESPP")"

Rule 16b-3(d) regulatory

"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Rule 16b-3(c) regulatory

"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

closing price financial

"shares were purchased at a price equal to 85% of the closing price of Issuer's common stock"

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 A100

(Street)

AUSTIN TEXAS 78704

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	05/15/2026		A(1)		500	A	$7.21	75,977	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. These shares were acquired under the Issuer's 2020 Employee Stock Purchase Plan (the "ESPP") in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of Issuer's common stock on the purchase date.

	/s/ Francis Cullo, Attorney-in-Fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Vital Farms reported that CFO Thilo Wrede acquired 500 shares of common stock. The shares were obtained through the 2020 Employee Stock Purchase Plan on May 15, 2026, and are held directly, increasing his reported direct ownership to 75,977 shares after the transaction.

At what price did the Vital Farms (VITL) CFO acquire shares?

The CFO acquired 500 Vital Farms shares at $7.21 per share. According to the plan terms, the purchase price equaled 85% of the closing price of Vital Farms common stock on the purchase date under the 2020 Employee Stock Purchase Plan framework.

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

After this transaction, Vital Farms CFO Thilo Wrede directly holds 75,977 common shares. This total reflects the addition of 500 shares acquired through the 2020 Employee Stock Purchase Plan and is reported as his direct ownership following the May 15, 2026 acquisition.

What is the Vital Farms (VITL) 2020 Employee Stock Purchase Plan mentioned?

The 2020 Employee Stock Purchase Plan allows eligible Vital Farms employees to acquire common stock. In this case, shares were purchased at a price equal to 85% of the closing price on the purchase date, and the transaction was reported as exempt under specific SEC rules.

Which SEC rules exempted the Vital Farms (VITL) CFO’s share acquisition?

The CFO’s share acquisition was exempt under Rule 16b-3(d) and Rule 16b-3(c). These rules provide exemptions for certain transactions under employee benefit or compensation plans, such as the Vital Farms 2020 Employee Stock Purchase Plan used for this 500-share purchase.