Vital Farms CEO acquires shares via ESPP

Vital Farms, Inc. executive chair, president and CEO Russell Diez-Canseco acquired 500 shares of common stock through the company’s 2020 Employee Stock Purchase Plan at $7.21 per share.

Rhea-AI Filing Summary

Vital Farms, Inc. executive chair, president and CEO Russell Diez-Canseco acquired 500 shares of common stock through the company’s 2020 Employee Stock Purchase Plan at $7.21 per share. Following this ESPP acquisition, he directly holds a total of 706,060 common shares.

Insights

Equity Compensation Analyst

Routine ESPP acquisition by Vital Farms CEO with modest share size.

The CEO of Vital Farms, Russell Diez-Canseco, acquired 500 shares of common stock via the 2020 Employee Stock Purchase Plan at $7.21 per share. The footnote clarifies this is an ESPP purchase exempt under Rule 16b-3.

ESPP transactions are typically compensation-related and mechanistic, not discretionary open-market buys. After this grant, his direct holdings total 706,060 shares, so the additional 500 shares are small relative to his position and look like routine participation.

The ESPP sets the purchase price at 85% of the closing price on the purchase date, which is standard for such plans. Future company filings may show ongoing ESPP participation, but this single transaction appears administrative rather than thesis-changing.

Insider Trade Summary

Grant/Award: 500 shares

Grant/Award 1 txn

Insider Diez-Canseco Russell

Role Exec. Chair, President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	500	$7.21	$4K

Holdings After Transaction: Common Stock — 706,060 shares (Direct)

Footnotes (1)

1. F1. These shares were acquired under the Issuer's 2020 Employee Stock Purchase Plan (the "ESPP") in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of Issuer's common stock on the purchase date.

Key Figures

Shares acquired: 500 shares Purchase price: $7.21 per share Total holdings after transaction: 706,060 shares +1 more

4 metrics

Shares acquired 500 shares Common stock acquired under 2020 ESPP on May 15, 2026

Purchase price $7.21 per share ESPP purchase price for acquired common stock

Total holdings after transaction 706,060 shares Direct common stock ownership following ESPP acquisition

ESPP discount 85% of closing price Plan formula for ESPP purchase price on purchase date

Key Terms

2020 Employee Stock Purchase Plan, ESPP, Rule 16b-3(d), Rule 16b-3(c)

4 terms

2020 Employee Stock Purchase Plan financial

"These shares were acquired under the Issuer's 2020 Employee Stock Purchase Plan (the "ESPP")"

ESPP financial

"In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price"

An Employee Stock Purchase Plan (ESPP) is a company program that lets employees buy the company’s shares at a reduced price, usually by setting aside a small portion of their pay over time. It matters to investors because it encourages employees to own part of the business—like giving staff a discounted membership— which can boost commitment and performance, while also potentially increasing the number of shares available and affecting shareholder value.

Rule 16b-3(d) regulatory

"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Rule 16b-3(c) regulatory

"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

FAQ

What insider transaction did Vital Farms (VITL) report for Russell Diez-Canseco?

Vital Farms reported that CEO Russell Diez-Canseco acquired 500 shares of common stock. The shares were obtained through the company’s 2020 Employee Stock Purchase Plan at $7.21 per share, adding modestly to his existing equity stake in the company.

How many Vital Farms (VITL) shares does the CEO hold after this Form 4?

After this transaction, CEO Russell Diez-Canseco directly holds 706,060 Vital Farms common shares. The Form 4 shows that only 500 shares were acquired in this event, so the filing mainly updates his total ownership rather than reflecting a large new purchase.

Was the Vital Farms (VITL) CEO’s share acquisition an open-market buy?

No, the CEO’s 500-share acquisition was through Vital Farms’ 2020 Employee Stock Purchase Plan. The footnote explains the ESPP purchase was exempt under Rule 16b-3 and priced at 85% of the stock’s closing price on the purchase date, not a discretionary market trade.

At what price were the new Vital Farms (VITL) shares acquired under the ESPP?

The 500 Vital Farms shares were acquired at $7.21 per share under the 2020 Employee Stock Purchase Plan. According to the footnote, the ESPP sets the purchase price at 85% of the closing market price on the purchase date, a common discount structure for such plans.

What does Rule 16b-3 exemption mean for this Vital Farms (VITL) Form 4?

The footnote notes the ESPP transaction is exempt under Rule 16b-3(d) and 16b-3(c). That means the CEO’s 500-share acquisition is treated as a board-approved, compensation-related transaction, reducing concerns about short-swing profit rules for this specific purchase event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:55 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).

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 A100

(Street)

AUSTIN TEXAS 78704

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Exec. Chair, President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/15/2026		A(1)		500	A	$7.21	706,060	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. These shares were acquired under the Issuer's 2020 Employee Stock Purchase Plan (the "ESPP") in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of Issuer's common stock on the purchase date.

	/s/ Francis Cullo, Attorney-in-Fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)