Vital Farms CFO exercises options, sells shares

Rhea-AI Filing Summary

Vital Farms, Inc. CHIEF FINANCIAL OFFICER Wrede Thilo exercised employee stock options for 7,189 shares of Common Stock at $13.9100 per share on August 14, 2025, then sold 3,393 shares at weighted-average prices of $47.0600 and $47.7000 under a Rule 10b5-1 plan adopted May 15, 2025. Following these transactions, Thilo directly holds 58,783 shares of Common Stock and retains 14,378 option rights expiring March 17, 2033.

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.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Wrede Thilo

Role CHIEF FINANCIAL OFFICER

Sold 3,393 shs ($161K)

Approx. gross sale proceeds $161K

Approx. exercise cost $100K

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	7,189	$0.00	$0.00
Exercise	Common Stock	7,189	$13.91	$100K
Sale	Common Stock	600	$47.06	$28K
Sale	Common Stock	2,793	$47.70	$133K

Holdings After Transaction: Employee Stock Option (right to buy) — 14,378 contracts (Direct); Common Stock — 58,783 shares (Direct)

Footnotes (4)

1. F1. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2025.
2. F2. 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. F3. 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. F4. 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.

Key Figures

Options exercised: 7189.0000 shares Exercise price: $13.9100 per share Shares sold: 3393 shares +4 more

7 metrics

Options exercised 7189.0000 shares Employee stock options exercised on August 14, 2025 at $13.9100 per share

Exercise price $13.9100 per share Conversion or exercise price of the employee stock option

Shares sold 3393 shares Total common shares sold on August 14, 2025 in two transactions

Sale prices $47.0600 and $47.7000 per share Weighted-average prices reported for the two common stock sale transactions

Post-transaction holdings 58,783 shares Common Stock held directly after the reported transactions

Remaining options 14378.0000 rights Employee stock option rights remaining after partial exercise of the grant

10b5-1 plan adoption May 15, 2025 Date Thilo adopted the Rule 10b5-1 trading plan covering the reported sales

Key Terms

Rule 10b5-1 trading plan, weighted average price, Employee Stock Option (right to buy)

3 terms

Rule 10b5-1 trading plan financial

"These sales were made pursuant to a Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Option (right to buy) financial

"security_title: Employee Stock Option (right to buy)"

FAQ

What transactions did Vital Farms (VITL) CFO Wrede Thilo report in this Form 4?

Thilo exercised employee stock options for 7,189 Vital Farms shares at $13.91 per share, then sold 3,393 common shares in two open-market transactions at weighted-average prices of $47.06 and $47.70. All transactions were dated August 14, 2025 in this Form 4 filing.

How many Vital Farms (VITL) shares did Wrede Thilo sell, and at what prices?

Thilo sold 3,393 Vital Farms common shares in total: 600 shares at a weighted-average price of $47.06 and 2,793 shares at a weighted-average price of $47.70. Footnotes note individual trades ranged from $46.45 to $48.06 per share.

How many Vital Farms (VITL) shares does Wrede Thilo hold after these transactions?

After the reported option exercise and share sales, Thilo holds 58,783 Vital Farms common shares directly. This post-transaction balance comes from the authoritative holdings data and reflects his remaining direct ownership position following the August 14, 2025 trades.

Were Wrede Thilo’s Vital Farms (VITL) share sales made under a Rule 10b5-1 plan?

Yes. Footnotes state these sales were made under a Rule 10b5-1 trading plan that Thilo adopted on May 15, 2025. Such pre-arranged plans automate trading and can reduce the informational significance of transaction timing for outside investors.

What stock options did Wrede Thilo exercise in Vital Farms (VITL)?

Thilo exercised an Employee Stock Option to acquire 7,189 Vital Farms shares at $13.9100 per share. The option vests in three equal annual installments starting March 17, 2023, and after this partial exercise, 14,378 option rights remain outstanding, expiring March 17, 2033.

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Accepted by SEC EDGAR 08/18/2025 - 04:15 PM Learn about SEC filing dates

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.
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