Vital Farms

Corporate headquarters office space · Austin, Texas · 9,100 sq. ft. · Leased · April 2026(1)

Warehouse space for approximately 21,000 pallets · Springfield, Missouri · 171,000 sq. ft. · Leased · December 2036

Egg Central Station egg washing and packing facility · Springfield, Missouri · 153,000 sq. ft. · Owned · N/A

Land in development for Vital Crossroads egg washing and packing facility with onsite cold storage · Seymour, Indiana · 74.1 acres · Owned · N/A

Farmland for development of accelerator farms · Indiana · 1,000 acres · Owned · N/A

(1) We have an option to extend this lease for a period of five years.

We believe that our current facilities are suitable and adequate to meet our current needs and we have begun the development process for our second egg washing and packing facility with onsite cold storage in Seymour, Indiana to meet our anticipated future needs.

• Our planned Vital Crossroads egg washing and packing facility with onsite cold storage in Indiana or other future expansions of our processing capacity may not provide us with the benefits we expect to receive.
• We are dependent on the market for shell eggs, and fluctuations in this market, including the decline of commodity shell egg prices relative to the price of our shell eggs, could adversely affect our business, financial condition and results of operations.
• If we fail to effectively maintain relationships within our contracted farm network or further expand our farm network, our business, operating results and brand reputation could be harmed.
• If our development and operation of accelerator farms do not result in the benefits we anticipate, our business and financial results may be adversely affected.
• Outbreaks of agricultural diseases, including avian influenza and egg drop syndrome, the perception that outbreaks may occur or regulatory or market responses to outbreaks could reduce supply or demand for our products and harm our business.
• If we fail to effectively price our products or effectively implement price increases, our financial condition may be adversely affected.
• Increased transportation and freight costs or failure by our transportation providers to pick up raw materials or deliver our products on time, in compliance with applicable governmental regulations or at all, have adversely impact and are expected to continue to adversely impact our operating results.
• Our future business, results of operations and financial condition may be adversely affected by reduced or limited availability of eggs, cream for our butter and other raw materials that meet our standards.
• We may not be able to compete successfully in our highly competitive market.
• Failure to leverage our brand value propositions to compete against private-label products, especially during an economic downturn, may adversely affect our profitability.
• We currently have a limited number of third-party co-manufacturers and cold storage providers. The loss of one or more of our co-manufacturers or cold storage providers or our failure to timely identify and establish new relationships with new co-manufacturers or cold storage providers could harm our business and impede our growth.
• We must expend resources to maintain consumer awareness of our brand, build brand loyalty and generate interest in our products. Our marketing strategies and channels will evolve, and our programs may or may not be successful.
• We could be adversely affected by a change in consumer preferences, perception and spending habits in the natural food industry generally and with respect to animal-based products, in particular. Any failure to develop or enrich our product offerings or gain market acceptance of our new products could have a negative effect on our business.
• A limited number of distributors represent a substantial portion of our sales, and disruptions affecting our significant distributors or our relationships with such distributors may adversely affect our results of operations.
• Fluctuations in commodity prices and in the availability of feed grains could negatively impact our results of operations and financial condition.
• We are dependent on hatcheries and pullet farms to supply our network of contracted family farms and accelerator farms with laying hens. Any disruption in that supply chain could materially and adversely affect our business, financial condition or results of operations.
• Consolidation of retail customers or the loss of a significant retail customer could negatively impact our sales and profitability.
• Elevated interest rates could adversely affect our business and the ability of our family farmers to access capital.
• We source substantially all of our shell egg cartons from a sole source supplier, and any disruptions may impact our ability to sell our eggs.
• Our brand and reputation may be diminished due to real or perceived quality or food safety issues with our products, which could have an adverse effect on our business, reputation, operating results and financial condition.
• If we fail to develop and maintain our brand, our business could suffer.
• If we fail to cost-effectively attract new consumers and customers or retain our existing consumers and customer relationships, our business could be adversely affected.
• If we fail to retain and motivate members of our management team or other key crew members or fail to attract, train, develop and retain additional qualified crew members to support our operations, our business and future growth prospects may be harmed.
• If we cannot maintain our company culture or focus on our purpose as we grow, our business and competitive position may be harmed.
• Our operations are geographically consolidated. A major tornado or other natural disaster or extreme weather event within the regions in which we operate could seriously disrupt our entire business.
• Packaging costs are volatile, have recently increased and may continue to increase, which may negatively impact our profitability, and reduced availability of packaging supplies may otherwise impact our business.
• Our net revenue and earnings may fluctuate as a result of price actions, promotional activities and chargebacks.
• We rely on independent certification for a number of our products.
• Our inability to maintain our GFSI and SQF Select Site certifications may negatively affect our reputation.
• Risks Related to Socioeconomic, Political and Environmental Factors
• Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.
• Disruptions in international trade, including disruptions due to global health pandemics, third-party labor disputes or geopolitical tensions, may have a material adverse impact on us, our suppliers and our network of farms, including our ability to expand our operations as planned.
• International trade policies, including tariffs, sanctions and trade barriers, and ongoing changes and uncertainty in the tariff regime, may adversely affect our business, financial condition, results of operations and prospects.
• A U.S. federal government shutdown or other limitation or elimination of U.S. government assistance programs could have a material adverse impact on our results of operations and financial condition.
• Climate change, or legal, regulatory or market efforts to address climate change, may negatively affect our business and operations.
• Failure to adequately respond to stakeholder scrutiny related to environmental, social and governance issues or failure to achieve our stated Impact Goals could adversely impact our reputation and brand.
• Risks Related to Legal and Government Regulation
• Food safety and food-borne illness incidents or advertising or product mislabeling may materially and adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.
• Our operations are subject to FDA and USDA federal regulations, as well as other state and local regulations, and there is no assurance that we will be in compliance with all applicable regulations.
• Changes in existing laws or regulations, or the adoption of new laws or regulations may increase our costs and otherwise adversely affect our business, results of operations and financial condition.
• Failure by us, our network of small farms, suppliers of raw materials or co-manufacturers to comply with food safety, environmental or other laws and regulations, or with the specifications and requirements of our products, may disrupt our supply of products and adversely affect our business.
• We are subject to stringent environmental regulation and potentially subject to environmental litigation, proceedings and investigations.
• Legal claims, government investigations or other regulatory enforcement actions could subject us to civil and criminal penalties.
• Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
• We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations, rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our, or such third parties’ actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation (including class claims) and mass arbitration demands, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits and other adverse consequences.
• Risks Related to Our Status as a Certified B Corporation and Public Benefit Corporation
• Our status as a public benefit corporation and a Certified B Corporation may not result in the benefits that we anticipate, and we may be unable to maintain our Certified B Corporation status.
• As a public benefit corporation, our directors’ fiduciary duty to balance a variety of interests may result in actions that do not maximize stockholder value.
• As a public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interests, the occurrence of which may have an adverse impact on our financial condition and results of operations.
• Risks Related to Cybersecurity, Information Technology and Intellectual Property
• If our data or information technology systems, or the data or information technology systems of third parties with whom we work, are or were compromised, or if we encounter problems with the design, integration or implementation of information technology systems, we could experience adverse consequences, including but not limited to regulatory investigations or actions, litigation, fines and penalties, disruption of our business operations, reputational harm and loss of revenue or profits.
• The loss of any registered trademark or other intellectual property could enable other companies to compete more effectively with us.
• Risks Related to Being a Public Company, Ownership of Our Common Stock and Other General Risks
• If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
• Our stock price may be volatile, and the value of our common stock may decline.
• Sales of our common stock in the public market could cause the market price of our common stock to decline.
• We cannot guarantee that our stock repurchase program will be fully implemented or that it will enhance long-term stockholder value.
• Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
• Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware and, with respect to certain matters, the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which could restrict our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.