Vital Farms, Inc.

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.

)

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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.

2025 Highlights

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, Russell Diez-Canseco Executive Chairperson, President and Chief Executive Officer April 27, 2026

MESSAGE FROM THE LEAD INDEPENDENT DIRECTOR

Dear Fellow Stockholders and Stakeholders—

Every year, our annual meeting of stockholders is an opportunity to acknowledge the progress we’ve made for our stakeholders and to hold ourselves accountable to them. This message provides a summary of key governance actions from the last year for your consideration.

At the outset, my fellow Board members and I would like to thank Matt O’Hayer, Vital Farms’ founder and former Executive Chairperson, for his visionary leadership and continued contributions to the success of Vital Farms.

In early 2026, the Board oversaw a smooth leadership transition when Matt announced his retirement from Vital Farms. We’re confident that Russell Diez-Canseco will effectively lead the Board in his expanded role as Executive Chairperson. In my role as Lead Independent Director, I will work closely with Russell to ensure that the Board continues to partner with him and the Senior Leadership Team to strengthen Vital Farms.

Strong corporate governance has been a priority since I first became Lead Independent Director in 2019, and it remains one today. We regularly review our governance and responsible business practices, and over the past two years, we have taken a number of concrete steps to serve the interests of all stakeholders while keeping our Board fully engaged:

I’m proud of the resilience and engagement of our Board. Each year, we complete an annual assessment of the Board and its committees. Based on that assessment, I believe we are well positioned to provide support and oversight as Russell and his team carry out Vital Farms’ long-term strategic vision. Russell and Kelly, our two Class III director nominees, provide essential leadership, as our President, Chief Executive Officer and new Executive Chairperson and as Chairperson of the Board’s Audit Committee, respectively.

In 2025 and into 2026, we made it a priority to engage directly with stockholders. We met in listening sessions with several of our largest institutional stockholders, representing about 34% ofnon-affiliated outstanding shares. An independent Board member joined each of these discussions alongside Russell and other members of the Senior Leadership Team. We value the feedback we received in these sessions and plan to hold further conversations annually. The director resignation policy referenced above was adopted this year in direct response to stockholder feedback.

Thank you for supporting Vital Farms and our mission to improve the lives of people, animals, and the planet through food. After you review the proxy statement, please take a moment to vote. Your valuable participation helps ensure stockholder voices are heard at the Annual Meeting.

Date and Time:

The 2026 Annual Meeting of Stockholders of Vital Farms, Inc., a Delaware public benefit corporation, will be held on Wednesday, June 10, 2026, at 9:00 a.m., Central Time.

Place:

To provide an easily accessible experience for our stockholders, this Annual Meeting will be conducted solely online in a virtual meeting format. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. The Annual Meeting can be accessed by visiting www.proxydocs.com/VITL. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at anin-person meeting, including the ability to submit questions in advance and to vote.

Participation:

You will be able to attend the Annual Meeting, submit questions in advance of the meeting and vote your shares during the meeting by visiting www.proxydocs.com/VITL. To participate in the Annual Meeting, you will need to register to attend the meeting by 5:00 p.m. Central Time on June 9, 2026, using the control number located on the Notice of Internet Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders, your proxy card or your voting instruction form. Additional details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of 2026 Annual Meeting of Stockholders and proxy statement.

Notice and Access:

You will receive the proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, stockholders will receive a mailed Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy statement and our 2025 Annual Report on Form 10-K. The notice contains instructions on how to access those documents over the internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2025 Annual Report on Form 10-K and a form of proxy card or voting instruction form. Vital Farms believes providing the proxy materials over the internet increases your ability to obtain the information you need while reducing the environmental impact and cost of the Annual Meeting.

Record Date:

The record date for the Annual Meeting is April 17, 2026. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof. A complete list of record stockholders will be available for examination during normal business hours by any stockholder for any purpose germane to the Annual Meeting for the ten days ending on the day before the Annual Meeting at our offices. Please email investors@vitalfarms.com to arrange forin-person examination. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

Items of Business:

The Annual Meeting will be held for the following purposes, which are more fully described in the proxy statement accompanying this Notice:

The stockholders will also conduct any other business properly brought before the meeting or any adjournment or postponement thereof.

Voting:

Your vote is important. Whether or not you expect to attend the virtual Annual Meeting, please vote by telephone or through the internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying proxy statement. Even if you have voted by proxy, if you register to attend the Annual Meeting, you may still vote online during the Annual Meeting. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote online at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.

Sincerely,

Joanne Bal

Corporate Secretary

Austin, Texas

April 27, 2026

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement 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, including but not limited to statements regarding our growth potential and plans, our long-term financial targets, our Impact goals and our expectations regarding our future operating and business environment. All statements other than statements of historical facts contained in this proxy statement, including statements regarding our future results of operations or financial condition, business strategies, goals, initiatives, commitments 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 “aim,” “anticipate,” “believe,” “continue,” “could,” “expect,” “goal,” “intend,” “may,” “plan,” “potential,” “seek,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements are subject to substantial risks, uncertainties, assumptions, and changes in circumstances that may cause actual results, performance, or achievements to differ materially from those expressed or implied in any forward-looking statement.

The risks and uncertainties referred to above include but are not limited to those risks described in our filings with the Securities and Exchange Commission, including in the sections entitled “Risk Factors” in our latest annual report on Form 10-K and our quarterly reports on Form 10-Q and in our other filings and reports that we may file from time to time with the Securities and Exchange Commission, which can be found at investors.vitalfarms.com. References to our website throughout this proxy statement are provided for convenience only, and the content on our website does not constitute a part of this proxy statement.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual performance and results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward-looking statements represent management’s assumptions, expectations and beliefs only as of the date of this proxy statement. We disclaim any obligation to update forward-looking statements except as required by law.

2026 Proxy Statement