Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 27 , 2020 OR 0 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number : 001-39411 Delaware ( State or other jurisdiction of incorporation or organization ) 3601 South Congress Avenue Suite C100 Austin , Texas ( Address of principal executive offices ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , par value $ 0.0001 per share Vital Farms , Inc. ( Exact name of registrant as specified in its charter ) ( 877 ) 455-3063 ( Registrant's telephone number , including area code ) Trading Symbol ( s ) VITL 27-0496985 ( I.R.S. Employer Identification No. ) 78704 ( Zip Code ) Name of each exchange on which registered The Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes X No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer DOCUMENTS INCORPORATED BY REFERENCE : Accelerated filer Smaller reporting company Emerging growth company ■ ■ X If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of the voting common equity held by non - affiliates of the registrant , based on the closing price of the registrant's shares of common stock as reported by The Nasdaq Stock Market LLC on December 24 , 2020 , was approximately $ 636.2 million . The registrant has elected to use December 24 , 2020 as the calculation date , which was the last trading date of the registrant's most recently completed fiscal year , because on June 28 , 2020 ( the last business day of the registrant's second fiscal quarter ) , the registrant was a privately - held company . This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose . As of March 15 , 2021 , the registrant had 39,587,806 shares of common stock , $ 0.0001 par value per share , outstanding . Portions of the registrant's definitive proxy statement for the registrant's 2021 annual meeting of stockholders , to be filed within 120 days after the close of the registrant's fiscal year , are incorporated by reference into Part III of this Annual Report .