Vital Farms (NASDAQ: VITL) CEO receives 75,415 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Vital Farms, Inc. director and President, CEO & Exec. Chair Russell Diez-Canseco reported two stock transactions involving the company’s common stock. On March 5, 2026, he acquired 75,415 shares at $0.00 per share as a restricted stock unit (RSU) award that vests in three equal annual installments starting on March 5, 2027, subject to continued service.

On March 4, 2026, he disposed of 2,855 shares at $20.30 per share through a tax-withholding disposition, where shares were withheld by Vital Farms to satisfy withholding tax obligations. After these transactions, his directly held common stock positions reported in the filing were updated accordingly.

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^*

Diez-Canseco Russell

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Exec. Chair

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		F(1)		2,855	D	$20.3	646,829	D
Common Stock	03/05/2026		A		75,415(2)	A	$0	722,244	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. Represents a restricted stock unit ("RSU") award. The RSUs vest in three equal annual installments commencing on March 5, 2027, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.

	/s/ Francis Cullo, Attorney-in-Fact	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did VITL CEO Russell Diez-Canseco report?

Russell Diez-Canseco reported receiving a 75,415-share RSU award on March 5, 2026 and a 2,855-share tax-withholding disposition on March 4, 2026. Both transactions involve Vital Farms common stock held directly.

How many Vital Farms (VITL) shares were granted in the new RSU award?

The new restricted stock unit award covers 75,415 shares of Vital Farms common stock. These RSUs vest in three equal annual installments, beginning on March 5, 2027, assuming Russell Diez-Canseco continues his service with the company.

What is the vesting schedule for Russell Diez-Canseco’s new VITL RSUs?

The RSU award vests in three equal annual installments starting on March 5, 2027. Each year, one-third of the 75,415 granted RSUs will vest, subject to Russell Diez-Canseco’s continuous service with Vital Farms on each vesting date.

Was the 2,855-share VITL disposition a market sale by the CEO?

No. The 2,855-share disposition on March 4, 2026 was a tax-withholding transaction. Shares were withheld by Vital Farms to satisfy the CEO’s withholding tax obligation, rather than sold as an open-market trade.

What price was used for the Vital Farms (VITL) tax-withholding share disposition?

The 2,855 shares withheld to cover taxes were valued at $20.30 per share. This disposition is coded as a tax-withholding transaction, reflecting payment of tax liability by delivering securities instead of cash.

Does this Form 4 show direct or indirect ownership for the VITL CEO’s transactions?

Both reported transactions are classified as direct ownership of Vital Farms common stock. The Form 4 does not reference any trusts, LLCs, or other entities, and there are no footnotes disclaiming beneficial ownership over the reported shares.