Vital Farms, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

The following table sets forth information concerning our company’s purchase of its common stock during the 13-week period ended June 28, 2026:

(1)

On February 19, 2026, we announced that our Board of Directors had approved a program to periodically repurchase up to $100 million through February 19, 2028. Repurchases of common stock made under the Stock Repurchase Program shall be effected from time to time, including, without limitation, pursuant to one or more written repurchase plans intended to qualify for the protections of Rule 10b5-1 of the Exchange Act, open market transactions made in reliance on the Rule 10b-18 of the Exchange Act safe harbor, and/or similar arrangements. On August 3, 2026, our Board of Directors terminated the Stock Repurchase Program. For additional information related to stock repurchases, see “Common Stock” in Note 16 to our consolidated financial statements included elsewhere in this Quarterly Report.

(2)

Average price paid per share includes direct acquisition costs.

Use of Proceeds

Use of Proceeds from the IPO

On August 4, 2020, we completed our IPO, from which we received net proceeds of approximately $99.7 million, after deducting underwriting discounts and commissions of $7.8 million and offering expenses of $3.4 million. The offer and sale of the shares in our IPO were registered under the Securities Act on Registration Statement on Form S-1 (Registration No. 333-239772), which was declared effective on July 30, 2020.

There has been no material change in the planned use of proceeds from our IPO as described in the prospectus that formed a part of the Registration Statement. We invested the funds received in cash equivalents, other marketable securities and investments in accordance with our investment policy. As of June 28, 2026, we have used all of the IPO proceeds.