[Form 4] Vital Farms, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kathryn McKeon, CMO and GM, Butter at Vital Farms (VITL), reported scheduled insider transactions in August 2025. On 08/15/2025 she sold 12,005 shares under a Rule 10b5-1 plan at a weighted average price of $47.59, reducing her beneficial holdings to 37,513 shares. On 08/18/2025 she exercised and acquired 21,442 shares under an employee stock option with a $15.31 exercise price and simultaneously sold 21,442 shares at a weighted average price of $49.08. After these transactions she beneficially owns 58,955 shares (direct). The Form 4 discloses the 10b5-1 plan was adopted on May 16, 2025, and the option vests in three equal annual installments starting 03/13/2024.

Positive

• Use of a Rule 10b5-1 plan adopted May 16, 2025, indicates pre-established, compliant trading procedures
• Option exercise at $15.31 allowed acquisition of 21,442 shares, converting compensation into equity
• Sales executed under 10b5-1 reduce potential signaling risk because trades were pre-planned

Negative

• Insider sold a total of 33,447 shares (12,005 on 08/15/2025 and 21,442 on 08/18/2025), which reduced direct holdings to 37,513 before the option exercise
• Multiple sales at high prices (weighted averages $47.59 and $49.08) represent significant monetization by an executive

Insights

Financial Analyst

TL;DR: Insider executed option exercise and contemporaneous sales under a 10b5-1 plan, net holdings increased by option exercise then partially monetized.

The transactions are routine for executives exercising vested compensation and using a pre-established 10b5-1 plan to sell shares. The exercise price of $15.31 versus sale prices near $49 indicates a substantial spread between exercise cost and sale proceeds for those optioned shares, but the sales were pre-planned which reduces informational significance. The reported post-transaction beneficial ownership of 58,955 shares should be monitored against total shares outstanding for materiality assessment.

Corporate Governance Expert

TL;DR: Governance signals are standard: use of a documented 10b5-1 plan and attorney-in-fact signature ensure procedural compliance.

The filing documents adoption of a Rule 10b5-1 trading plan and shows sales executed pursuant to that plan, which helps the issuer and insider demonstrate compliance with insider trading rules. The presence of an attorney-in-fact signature is consistent with delegated filing practices. No departures from typical disclosure or vesting terms are evident in the Form 4.

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).

X

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)
08/15/2025

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	08/15/2025		S(1)		12,005	D	$47.59(2)	37,513	D
Common Stock	08/18/2025		M		21,442	A	$15.31	58,955	D
Common Stock	08/18/2025		S(1)		21,442	D	$49.08(3)	37,513	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
Employee Stock Option (right to buy)	$15.31	08/18/2025		M			21,442	(4)	03/13/2033	Common Stock	21,442	$0	10,721	D

Explanation of Responses:

1. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.21 to $47.91 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.00 to $49.27 inclusive.

4. The option vests in three equal annual installments commencing on March 13, 2024, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.

	/s/ Francis Cullo, Attorney-in-Fact	08/19/2025
	** 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 did Vital Farms (VITL) insider Kathryn McKeon report on Form 4?

The Form 4 reports sales of 12,005 shares on 08/15/2025 at a weighted average price of $47.59 and an exercise/acquisition of 21,442 shares under an option on 08/18/2025 at $15.31 followed by sales of those 21,442 shares at a weighted average $49.08.

Was the 08/15/2025 sale by Kathryn McKeon part of a pre-planned trading arrangement?

Yes, the sales on 08/15/2025 and 08/18/2025 were made pursuant to a Rule 10b5-1 trading plan adopted on May 16, 2025.

How many Vital Farms shares does Kathryn McKeon beneficially own after these transactions?

The Form 4 reports beneficial ownership of 58,955 shares following the reported transactions.

What were the weighted average prices reported for the sales?

The filing reports weighted average sale prices of $47.59 for the 08/15/2025 sales and $49.08 for the 08/18/2025 sales.

What are the key terms of the reported employee stock option?

The option has an exercise price of $15.31, vests in three equal annual installments beginning 03/13/2024, and expires 03/13/2033 for the reported grant.