VITL Form 4: CEO sold 9,667 shares under 10b5-1 plan

Rhea-AI Filing Summary

Vital Farms director and CEO Russell Diez-Canseco reported two sales of company common stock on 10/08/2025 under a Rule 10b5-1 trading plan. The filings show 5,263 shares sold at a weighted average price of $44.11 and 4,404 shares sold at a weighted average price of $44.72, a total of 9,667 shares disposed. After the transactions the reporting person beneficially owned 670,513 shares following the first sale and 666,109 shares following the second sale, as reported. The Form 4 states the 10b5-1 plan was adopted on 05/12/2025 and that the sales occurred in multiple transactions within the disclosed price ranges.

Insights

Corporate Governance Analyst

Sales were executed under a pre-established 10b5-1 plan, indicating procedural compliance.

The sales of 9,667 shares on 10/08/2025 were made under a Rule 10b5-1 plan adopted on 05/12/2025, which provides an affirmative defense against insider trading claims when trades follow a pre-set schedule. The filer disclosed weighted average prices of $44.11 and $44.72 across multiple executions, and offered to provide breakdowns on request.

This reduces the reporting person's beneficial ownership to 666,109 shares after the second reported sale, which is a concrete, monitorable change in holdings. Observe any future Form 4s for additional plan-based sales or changes to the 10b5-1 schedule within the next few quarters.

Equity Markets Specialist

Transactions were modest in size and executed over a price range, limiting immediate market impact.

The total disposal of 9,667 shares, reported at weighted average prices in the low $40 range, is small relative to typical public float sizes and is unlikely to materially move the market by itself. The Form 4 clarifies that sales occurred in multiple transactions across price ranges from $43.46 to $45.09.

For investors tracking insider activity, the near-term item to watch is whether additional sales under the same 10b5-1 plan occur in coming months or if the reporting person files plan modifications; such filings would appear on subsequent Form 4s.

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^*

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 AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

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	10/08/2025		S(1)		5,263	D	$44.11(2)	670,513	D
Common Stock	10/08/2025		S(1)		4,404	D	$44.72(3)	666,109	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 sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.46 to $44.45 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 range 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 $44.46 to $45.09 inclusive.

	/s/ Francis Cullo, Attorney-in-Fact	10/10/2025
	** 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 Russell Diez-Canseco report on Form 4?

The filing reports two sales on 10/08/2025 totaling 9,667 shares sold under a Rule 10b5-1 plan; weighted average prices reported were $44.11 and $44.72.

Were the sales made under a pre‑existing trading plan for VITL?

Yes. The Form 4 states the sales were made pursuant to a Rule 10b5-1 trading plan adopted on 05/12/2025.

How many shares did the reporting person beneficially own after the transactions?

The Form 4 shows beneficial ownership of 670,513 shares after the first reported sale and 666,109 shares after the second reported sale.

What price range were the shares sold at?

The filing discloses multiple execution prices across ranges from $43.46 to $44.45 for the first group and $44.46 to $45.09 for the second group; the reported weighted averages were $44.11 and $44.72.

Does this Form 4 suggest potential market impact for VITL stock?

The total sale of 9,667 shares is modest in absolute terms; the filing does not indicate any single large block sale that would by itself be likely to move the market materially.