Vital Farms (VITL) CEO has 16,684 shares withheld for taxes in March

Rhea-AI Filing Summary

Vital Farms, Inc. President, CEO & Executive Chair Russell Diez-Canseco reported two routine share dispositions related to tax withholding, not open-market trades. On March 12, 2026, 11,886 shares of common stock were withheld at $17.62 per share. On March 16, 2026, a further 4,798 shares were withheld at $17.21 per share. After these transactions, he directly owned 705,560 shares of 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

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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^*

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, CEO & Exec. Chair

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		F(1)		11,886	D	$17.62	710,358	D
Common Stock	03/16/2026		F(1)		4,798	D	$17.21	705,560	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.

	/s/ Francis Cullo, Attorney-in-Fact	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Vital Farms (VITL) CEO report in this Form 4?

The CEO reported two share dispositions classified as tax-withholding events, not open-market trades. A total of 16,684 common shares were withheld by the company to cover tax obligations tied to equity compensation on March 12 and March 16, 2026.

How many Vital Farms (VITL) shares were withheld for taxes and at what prices?

A total of 16,684 Vital Farms common shares were withheld. On March 12, 2026, 11,886 shares were valued at $17.62 each. On March 16, 2026, 4,798 shares were valued at $17.21 each to satisfy withholding tax obligations.

Does the Vital Farms (VITL) Form 4 show the CEO selling shares on the open market?

No, the transactions are coded F and described as payment of tax liability by delivering securities. The filing states the shares were withheld by the issuer to satisfy withholding tax obligations, rather than discretionary open-market sales by the CEO.

How many Vital Farms (VITL) shares does the CEO hold after these tax-withholding transactions?

Following the March 2026 tax-withholding dispositions, the CEO directly owns 705,560 shares of Vital Farms common stock. This figure reflects his position after the issuer withheld 16,684 shares to cover equity-related tax obligations reported in the Form 4.

What does transaction code F mean in the Vital Farms (VITL) Form 4 filing?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this case, the Form 4 explains that Vital Farms withheld common shares from the CEO’s equity to satisfy withholding tax obligations, rather than representing voluntary market sales.