VITL — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-07

• At times during 2026, as a result of economic uncertainty, an industry-wide oversupply of shell eggs and increased price gaps with certain competing shell egg products, we have experienced declining velocities in our shell egg sales. Accordingly, in May 2026, we announced that our growth fell short …

• We have worked and are working with certain of our contracted farmers to address our oversupply through voluntary amendments to their producer contracts to cease production from existing flocks or delay placement of future flocks, in return for payments to such farmers, reflecting a portion of their…

• In addition, we are slowing construction on Vital Crossroads, our previously announced planned second egg washing and packing facility with onsite cold storage in Seymour, Indiana. We will continue to evaluate our supply needs relative to the planned timing for construction of Vital Crossroads.

• We have previously purchased approximately 1,540 acres of farmland in Indiana, intended for the development of “accelerator farms.” In fiscal 2025, we placed laying hens at the first of these accelerator farms, and we have begun to source eggs from these farms, which we plan to continue to operate. …

• In May 2026, we also made the strategic decision to wind down our butter business to sharpen our focus on our core egg product categories where we see distinct competitive advantages. We expect to complete the wind down of the butter business by the end of fiscal 2026. In connection with the discont…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• To help support continued supply and further growth, we announced in 2024 that we plan to locate a second egg washing and packing facility in Seymour, Indiana, which we anticipate will be fully operational in early 2027. We intend to build upon the foundational key learnings and successes from our E…

• our already resilient supply chain. To help meet the continued demand for our shell eggs, we announced in January 2025 that we plan to install an additional Moba egg grading system, the primary automation technology used in washing, sorting and packing shell eggs, at Egg Central Station in Missouri.…

• In fiscal 2024, we purchased parcels of farmland totaling approximately 1,040 acres of farmland in Indiana for a total cost of approximately $7.5 million. We have developed and plan to continue to develop this farmland (along with other potential parcels to be purchased in the future) and utilize it…

• In fiscal 2024, we were made aware of an outbreak of a virus called Egg Drop Syndrome, or EDS, in the Midwest. Nine of our farms experienced outbreaks of EDS in fiscal 2024 and 11 of our farms have experienced outbreaks of EDS to date in fiscal 2025. EDS is characterized by the production of pale, t…

• Economic uncertainty and volatility may affect our business and corresponding financial position and cash flows. Inflationary factors, such as increases in the cost of materials and supplies, interest rates and overhead costs, may adversely affect our operating results. Elevated interest rates also …

Text added vs the prior filing · source: 10-Q · 2026-05-07

• Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 29, 2026. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of su…

• There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely t…

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 28, 2025. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of …

• Notwithstanding such material weakness in internal control over financial reporting, our management concluded that our consolidated financial statements in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows as of the dates, an…

• Management’s Plan to Remediate the Material Weakness and Status

• In the 13-week period ended September 28, 2025, we continued to implement a remediation plan to improve certain process-level control activities related to the revenue process, which was initially described in our Annual Report. These remediation actions are ongoing and have included or are expected…

• Continuing to evaluate skillset gaps and hire additional personnel, as needed, with an appropriate level of knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately;

Text added vs the prior filing · source: 10-Q · 2026-05-07

• If we fail to effectively respond to market conditions and are unable to appropriately manage our processing, manufacturing and production capacity as we continue to grow and scale our business, our business and operating results could be adversely affected.

• If our forecasts of future supply capacity or customer and consumer demand are inaccurate, our business and operating results could be harmed.

• A substantial amount of our shell egg processing occurs at our Egg Central Station egg washing and packing facility in Missouri. Any damage or disruption at this facility, any disruption in the availability of resources utilized at this facility or any constraints related to acquiring, maintaining a…

• Our planned Vital Crossroads egg washing and packing facility with onsite cold storage in Indiana, including the impact of our decision to pause construction on Vital Crossroads, or other future expansions of our processing capacity may not provide us with the benefits we expect to receive.

• If we fail to effectively maintain relationships with the farmers in our network or further expand our farm network, our business, operating results and brand reputation could be adversely affected.

Text removed vs the prior filing · source: 10-Q · 2025-11-04

• If we fail to effectively expand our processing, manufacturing and production capacity as we continue to grow and scale our business, or if our forecasts of future supply capacity or customer and consumer demand are inaccurate, our business and operating results could be harmed.

• A substantial amount of our shell egg processing occurs at our existing Egg Central Station processing facility in Missouri. Any damage or disruption at this facility, or any constraints related to acquiring, maintaining and operating the processing equipment at this facility, may harm our business.

• Our planned egg washing and packing facility in Indiana or other future expansions of our processing capacity may not provide us with the benefits we expect to receive.

• If we fail to effectively maintain relationships within our existing farm network or further expand our farm network, or if our plans for the purchase, development, operation and potential sale of accelerator farms do not result in the benefits we anticipate, our business, operating results and bran…

• Fluctuations in commodity prices and in the availability of feed grains could negatively impact our results of operations and financial condition.

Text added vs the prior filing · source: 10-Q · 2026-05-07

• * Contract, instructions, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

• ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

• Includes up to 2,500 shares subject to vested stock options previously granted to Mr. Wrede. The actual number of shares underlying such stock options that will be sold under the Rule 10b5-1 trading arrangement will be net of the number of shares sufficient to cover the costs associated with the exe…

• Includes up to 12,253 shares subject to vested stock options previously granted to Ms. Bal. The actual number of shares underlying such stock options that will be sold under the Rule 10b5-1 trading arrangement will be net of the number of shares sufficient to cover the costs associated with the exer…