Vital Farms Inc

This Annual Report on Form 10-K, or the Annual Report, contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Annual Report, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

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our ability to attract new customers and successfully retain existing customers;

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our ability to attract and retain our suppliers, distributors and co-manufacturers;

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our ability to maintain relationships with members of our existing farm network or further expand our farm network, and our plans for development of accelerator farms;

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our ability to sustain or increase our profitability;

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our expectations regarding our future growth in the foodservice channel;

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our ability to procure sufficient high-quality eggs, cream for our butter and other raw materials;

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real or perceived quality or food safety issues with our products or other issues that adversely affect our brand and reputation;

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changes in the tastes and preferences of our consumers;

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the financial condition of, and our relationships with, our farmers, suppliers, co-manufacturers, distributors, retailers and foodservice customers, as well as the health of the foodservice industry generally;

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the effects of outbreaks of agricultural diseases, including avian influenza and egg drop syndrome, the perception that outbreaks may occur or regulatory or market responses to such outbreaks generally;

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the ability of our farmers, suppliers and co-manufacturers to comply with food safety, environmental or other laws or regulations;

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the effects of a public health pandemic or contagious disease, or fear of such outbreaks, on our supply chain, the demand for our products, and overall economic conditions, consumer confidence and spending levels;

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the specifications and timing of our planned egg washing and packing facility in Seymour, Indiana and the timing for installation of an additional Moba egg grading system at our Egg Central Station facility in Missouri, and the impacts of prior or future expansions of our egg washing and packing facilities on our revenue and farm network;

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anticipated changes in our product offerings and our ability to innovate to offer new products;

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our ability to successfully enter new product categories;

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our reliance on key personnel and our ability to identify, recruit and retain personnel;

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our ability to effectively manage our growth;

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the potential influence of our focus on a specific public benefit purpose and producing a positive effect for society;

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our stated impact goals, opportunities and initiatives, as well as the standards and expectations of third parties regarding these matters;

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our ability to maintain effective internal controls over financial reporting and to remediate and prevent material weaknesses in our internal controls;

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the impact of adverse economic conditions, including as a result of unfavorable global economic and political conditions, elevated interest rates and inflation;

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our estimates of future capital expenditures and the sufficiency of our cash, cash equivalents, marketable securities and availability of credit under our credit facility to meet our liquidity needs;

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seasonality; and

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You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report and elsewhere in this Annual Report. A summary of selected risks associated with our business is set forth at the beginning of Part I, Item 1A of this Annual Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

Part I