Vital Farms (VITL) withholds insider shares to cover tax obligations

Rhea-AI Filing Summary

Vital Farms, Inc. Chief Strategy Officer Stephanie Coon reported routine share dispositions tied to tax obligations rather than market sales. On March 12 and March 16, a total of 2,553 shares of common stock were withheld by the company at prices of $17.62 and $17.21 per share to satisfy withholding tax liabilities. After these tax-withholding transactions, she directly holds 56,419 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

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^*

Coon Stephanie

(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 Strategy Officer

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)		1,625	D	$17.62	57,347	D
Common Stock	03/16/2026		F(1)		928	D	$17.21	56,419	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.
* 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) Chief Strategy Officer Stephanie Coon report in this Form 4?

Stephanie Coon reported share dispositions used to cover tax obligations, not open-market sales. The company withheld common shares to satisfy her withholding tax liabilities, while she continues to directly hold a substantial equity position in Vital Farms.

How many Vital Farms (VITL) shares were withheld for taxes in Stephanie Coon’s recent transactions?

A total of 2,553 Vital Farms common shares were withheld to cover taxes. The transactions involved 1,625 shares on March 12 and 928 shares on March 16, reflecting routine tax withholding activity tied to equity compensation.

At what prices were Stephanie Coon’s Vital Farms (VITL) tax-withholding shares valued?

The withheld Vital Farms shares were valued at $17.62 per share on March 12 and $17.21 per share on March 16. These values determine the tax-withholding amounts for her equity compensation during those transactions.

How many Vital Farms (VITL) shares does Stephanie Coon hold after these Form 4 transactions?

After the reported tax-withholding dispositions, Stephanie Coon directly holds 56,419 shares of Vital Farms common stock. This figure reflects her remaining direct ownership following the company’s withholding of shares to satisfy her tax obligations.

Do Stephanie Coon’s Vital Farms (VITL) Form 4 transactions represent market sales of stock?

No, the transactions are tax-withholding dispositions coded as “F,” not open-market sales. Vital Farms withheld shares to pay her tax liabilities on equity compensation, a routine administrative mechanism rather than a discretionary stock sale.

What does transaction code “F” mean in Stephanie Coon’s Vital Farms (VITL) Form 4?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. Here, Vital Farms withheld common shares from Stephanie Coon’s equity awards to satisfy withholding taxes owed on that compensation.