Vital Farms (NASDAQ: VITL) CMO awarded RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Vital Farms, Inc. reported insider equity activity for CMO and GM, Butter, Kathryn McKeon. She acquired 15,184 shares of common stock on a grant described as a restricted stock unit award that vests in three equal annual installments starting March 5, 2027, subject to her continuous service.

Separately, on an earlier date, 784 shares of common stock were disposed of to the issuer to satisfy a withholding tax obligation, reflecting a tax-withholding disposition rather than an open-market sale.

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^*

McKeon Kathryn

(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)
	CMO and GM, Butter

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)		784	D	$20.3	37,098	D
Common Stock	03/05/2026		A		15,184(2)	A	$0	52,282	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) report for Kathryn McKeon?

Kathryn McKeon reported both an equity grant and a tax withholding. She received 15,184 shares as a restricted stock unit award and had 784 shares withheld by Vital Farms to cover tax obligations related to equity compensation.

How many Vital Farms (VITL) shares were granted to Kathryn McKeon in the Form 4?

Kathryn McKeon was granted 15,184 shares of common stock. The award is structured as restricted stock units that will vest in three equal annual installments, beginning on March 5, 2027, assuming she continues her service with Vital Farms on each vesting date.

What is the vesting schedule for Kathryn McKeon’s Vital Farms (VITL) RSU award?

The RSU award vests over three years starting March 5, 2027. It vests in three equal annual installments, and each installment requires that Kathryn McKeon remain in continuous service with Vital Farms through the applicable vesting date.

Why were 784 Vital Farms (VITL) shares disposed of in Kathryn McKeon’s Form 4?

The 784 shares were withheld to satisfy tax obligations. Vital Farms retained these shares to cover withholding tax due in connection with equity compensation, rather than McKeon selling shares in the open market for personal liquidity.

Did Kathryn McKeon buy or sell Vital Farms (VITL) shares on the open market?

The Form 4 does not show open-market buying or selling. It reports a grant of 15,184 shares as a restricted stock unit award and a 784-share tax-withholding disposition to Vital Farms itself to cover tax liability.