Vital Farms (VITL) CFO logs RSU stock grant and tax withholding on Form 4

Rhea-AI Filing Summary

Vital Farms, Inc. Chief Financial Officer Thilo Wrede reported two stock-related transactions involving the company’s common stock. On March 5, 2026, he acquired 25,138 shares through a restricted stock unit award that carries no purchase price. According to the award terms, these RSUs vest in three equal annual installments starting on March 5, 2027, as long as he remains in continuous service with the company.

On March 4, 2026, 1,769 shares were withheld at a price of $20.30 per share to cover withholding tax obligations, meaning this was a tax-related disposition back to the issuer rather than an open-market sale. Following these transactions, he continues to hold a significant direct ownership position in 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

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 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)
	Chief Financial Officer

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)		1,769	D	$20.3	55,771	D
Common Stock	03/05/2026		A		25,138(2)	A	$0	80,909	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.
* 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 insider transactions did Vital Farms (VITL) CFO Thilo Wrede report?

Vital Farms CFO Thilo Wrede reported an RSU stock award and a tax-related share disposition. He received 25,138 restricted stock units and had 1,769 shares withheld to satisfy tax obligations, both involving the company’s common stock and recorded as direct ownership transactions.

Was the Vital Farms (VITL) CFO’s Form 4 transaction an open-market stock sale?

The filing indicates no open-market sale. Instead, 1,769 shares were withheld by Vital Farms at $20.30 per share to satisfy withholding tax obligations, a common non-market disposition method used to cover taxes on equity compensation awards.

How many Vital Farms (VITL) shares did the CFO acquire through RSUs?

The CFO received an award of 25,138 restricted stock units of Vital Farms common stock. These RSUs vest in three equal annual installments beginning on March 5, 2027, contingent on his continued service with the company on each applicable vesting date.

When do the Vital Farms (VITL) CFO’s new RSUs start vesting?

The restricted stock units granted to the Vital Farms CFO begin vesting on March 5, 2027. Vesting occurs in three equal annual installments, and each portion only vests if he remains in continuous service with the company through the relevant vesting date.

What was the tax withholding transaction reported for Vital Farms (VITL) CFO?

The CFO had 1,769 shares of Vital Farms common stock withheld at $20.30 per share. The filing states these shares were withheld by the issuer to satisfy withholding tax obligations related to his equity compensation, rather than sold in the open market.