DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.

)

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Vital Farms, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

MESSAGE FROM THE EXECUTIVE CHAIRPERSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Fellow Stockholders and Stakeholders—

We are pleased to share our annual proxy statement and to invite you to the 2026 Annual Meeting of Stockholders of Vital Farms, Inc. (the “Annual Meeting”), which will be held on Wednesday, June 10, 2026, at 9:00 a.m. Central Time. To provide an accessible experience for our stockholders, we will again hold the Annual Meeting in a virtual format, conducted solely online.

Additional details regarding access and the business to be conducted are described in the accompanying Notice of 2026 Annual Meeting of Stockholders and proxy statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible.

Vital Farms’ aspiration is to become America’s most trusted food company, and our mission is to bring ethical food to the table. We pursue that mission by raising standards across the food industry and by disrupting industrial, factory-food norms. We do so with a long-term orientation, recognizing that the categories and relationships we are building take years to compound in value. The operating environment in our category is dynamic, and the market’s assessment of our

business will move from period to period; our job as stewards of this company is to stay focused on the decisions that we believe will create durable value for our stakeholders over time.

Fiscal year 2025 was an operationally defining year for Vital Farms. We scaled the business meaningfully while staying true to our purpose of improving the lives of people, animals and the planet through food. We made progress against our long-term financial objectives and achieved important milestones across our supply chain.

None of this would have been possible without the crew members and farmer partners who continue to bring our mission to life every day.

Before highlighting our 2025 results, I want to recognize our founder, Matt O’Hayer, who retired in February 2026 as our Executive Chairperson and as a member of our Board of Directors. Starting with just 20 hens in 2007, Matt pioneered an entirely new category in the grocery aisle, rooted in a belief in scaling the humane treatment of animals. Matt remains one of our strongest advocates, and the Board and I are grateful that he continues to share his perspective and passion in his advisory role.

LOGO

2025 Highlights

•

Financial results. We delivered record annual net revenue of $759.4 million in fiscal 2025, an increase of 25.3% over the prior year. Gross profit for the year was $285.7 million, or 37.6% of net revenue. Adjusted EBITDA surpassed $100 million for the first time in our history, reaching $114.0 million for the full year.¹

•

Operations. We successfully rebuilt our egg inventory throughout 2025 and, in October, brought our third production line online at our Egg Central Station (ECS) facility in Springfield, Missouri. With three lines operating, we can dedicate the first two lines at ECS to longer production runs of our top four product lines, while using the third line for specialty products with lower volumes. We also advanced construction at Vital Crossroads, our next facility in Seymour, Indiana. These investments reflect our long-term confidence in our brand and our commitment to staying ahead of opportunity rather than chasing it.

•

Farm network. Our farm network expanded to more than 600 small farms committed to our pasture-raised standards, where hens have year-round access to open pastures. Adding approximately 175 farms in a single year is, to us, a meaningful expression of the trust we have built within the agricultural community around our commitment to humane animal care. Farmers want to be part of what we are building because we offer a path to a sustainable livelihood alongside stewardship of the land and the welfare of the animals in their care.

•

Brand awareness. Our marketing investments drove aided brand awareness to 34% by year-end, an increase of 8 percentage points from the beginning of 2025, widening the gap between Vital Farms and our closest competitors. We are working closely with our retail partners to convert that brand interest into household acquisition through an expanded shelf footprint and a thoughtfully calibrated promotional cadence.

Building a consumer brand of enduring value is rarely a straight line. Periods of rapid progress are followed by periods in which we must absorb what we have built, sharpen our execution and re-earn the trust of every stakeholder in our business. Our crew approaches each of those periods with the same discipline and the same humility, and I am grateful every day for the way they show up for this company and for one another.

The foundation we built in 2025—a stronger supply chain, a broader farm network, a more widely recognized brand and a crew that lives our values—is the foundation on which we intend to keep building. On behalf of the Vital Farms crew, thank you for your continued support. I look forward to your attendance at our Annual Meeting.

Sincerely,

LOGO

Russell Diez-Canseco

Executive Chairperson, President and Chief Executive Officer

April 27, 2026

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Vital Farms Inc.