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

Rhea-AI Filing Summary

Vital Farms insider activity: Chief Financial Officer Thilo Wrede exercised employee stock options and sold common shares on 08/14/2025. The CFO exercised options with a $13.91 exercise price to acquire 7,189 shares, and reported ownership of 14,378 derivative shares following the transactions. On the same date, the Reporting Person sold 600 shares at a weighted average price of $47.06 and 2,793 shares at a weighted average price of $47.70 under a Rule 10b5-1 trading plan adopted May 15, 2025. Beneficial ownership reported after the transactions ranged from 62,176 to 58,783 common shares in the table entries.

Positive

• Trades executed under a Rule 10b5-1 plan, indicating a pre-established, documented selling arrangement
• Option exercise disclosed clearly with exercise price of $13.91 and vesting schedule noted

Negative

• Insider sold 3,393 common shares (600 and 2,793) on 08/14/2025, which may be viewed as insider liquidity
• Beneficial ownership decreased in reported table entries from 62,176 to 58,783 common shares after sales

Insights

Financial Analyst

TL;DR: Insider exercised options at $13.91 and sold shares under a pre-established 10b5-1 plan, signaling routine liquidity rather than an ad-hoc disposition.

The filing shows a simultaneous option exercise (7,189 shares) and planned sales (total 3,393 shares) executed under a Rule 10b5-1 plan adopted May 15, 2025. The exercise price of $13.91 is disclosed and the sales occurred at weighted average prices near $47, indicating a significant spread between strike and sale prices. These are typical director/officer actions to monetize vested equity while relying on an affirmative defense plan. For investors, the activity is informative about insider liquidity but not, by itself, a material change to company operations or financial condition.

Corporate Governance Expert

TL;DR: Transactions were executed under a documented 10b5-1 plan and include option exercise; governance procedures appear followed.

The Form 4 explicitly checks the box indicating the trades were pursuant to a Rule 10b5-1 plan and includes footnotes committing to provide per-trade price breakdowns. The filing is signed by an attorney-in-fact, showing adherence to procedural requirements. From a governance perspective, the disclosure meets routine transparency expectations for officer transactions; there is no disclosure here of any insider trading concerns beyond planned disposition under the stated plan.

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^*

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)
08/14/2025

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	08/14/2025		M		7,189	A	$13.91	62,176	D
Common Stock	08/14/2025		S(1)		600	D	$47.06(2)	61,576	D
Common Stock	08/14/2025		S(1)		2,793	D	$47.7(3)	58,783	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)	$13.91	08/14/2025		M			7,189	(4)	03/17/2033	Common Stock	7,189	$0	14,378	D

Explanation of Responses:

1. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.45 to $47.42 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 $47.49 to $48.06 inclusive.

4. The option vests in three equal annual installments commencing on March 17, 2023, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.

	/s/ Francis Cullo, Attorney-in-Fact	08/18/2025
	** 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 transactions did Vital Farms (VITL) CFO Thilo Wrede report on the Form 4?

The CFO exercised options to acquire 7,189 shares at a $13.91 exercise price and sold a total of 3,393 common shares (600 at $47.06 weighted average and 2,793 at $47.70 weighted average) on 08/14/2025.

Were the sales by the reporting person part of a 10b5-1 plan for VITL?

Yes. The Form 4 indicates the sales were made pursuant to a Rule 10b5-1 trading plan adopted May 15, 2025.

How many derivative shares does the filing show after the transactions?

Table II reports 14,378 derivative shares beneficially owned following the reported transactions.

What prices were reported for the share sales on the Form 4?

The filing reports weighted average prices: $47.06 for the 600-share block and $47.70 for the 2,793-share block, with underlying per-trade ranges disclosed in footnotes.

Does the filing state the vesting schedule for the exercised options?

Yes. The filing notes the option vests in three equal annual installments beginning March 17, 2023, subject to continuous service.