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The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in Part II, Item 1A, “Risk Factors,” and “Special Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report. The following information should be read in conjunction with the unaudited financial information and the notes thereto included in this Quarterly Report and the audited financial information and the notes thereto included in our Annual Report.
Overview
Vital Farms’ aspiration is to become America’s most trusted food company. Our mission is to bring ethical food to the table, and we carry out this mission by raising the standards in the food industry and disrupting industrial, factory food norms. Our approach has allowed us to bring high-quality products from our farm network to a national audience and has enabled us to become the leading U.S. brand of pasture-raised eggs and the second-largest U.S. egg brand by retail dollar sales. Our ethics are exemplified by our focus on animal welfare and sustainable farming practices. We believe our standards produce happy hens with varied diets, which produce better eggs. There is a meaningful shift in consumer demand for natural, traceable, clean-label, great-tasting and nutritious foods. Supported by a steadfast adherence to the values on which we were founded, we have designed our brand and products to appeal to this consumer movement.
Our purpose is to improve the lives of people, animals and the planet through food. We are committed to Conscious Capitalism, which prioritizes positive, long-term outcomes for all of our stakeholders – farmers and suppliers, customers and consumers, communities and the environment, employees, who we refer to as crew members, and stockholders. We make decisions based on what is sustainable for all our stakeholders. We do not see our stakeholder focus as a trade-off between purpose and profit. We are fierce business competitors who believe that prioritizing the long-term viability of all stakeholders will produce stronger outcomes for everyone over time. These principles guide our day-to-day operations and, we believe, help us deliver a more sustainable and successful business. Our approach has been validated by our financial performance and our impact on the food industry. We are also incorporated as a Delaware public benefit corporation and a Certified B Corporation, a designation reserved by B Lab, an independent non-profit organization, for businesses that balance profit and purpose to meet the highest verified standards of social and environmental performance, public transparency and legal accountability.
We source our eggs from a network of more than 625 small farms, including our contracted family farms along with a small number of company-owned accelerator farms. We have strategically designed our supply chain to ensure high production standards and optimal year-round operation. We are motivated by the positive impact we have on rural communities and enjoy a strong relationship and reputation with the family farmers in our network.
We primarily work with our contracted farms pursuant to buy-sell contracts. Under these arrangements, the farmer is responsible for all of the working capital and investments required to produce the eggs and manage the farm, including purchasing the birds and feed supply. As a result of elevated construction costs associated with our new farms, we incurred incremental farm recruitment costs in 2024 and 2025, which have continued into 2026, that were required to be paid in advance of these farms beginning to produce eggs. These costs are expected to be recognized over the term of the related buy-sell contracts with the new farms, which average approximately six years in length. We believe the impact to our working capital resulting from these upfront costs could range from $10.0 million to $15.0 million in fiscal 2026. We are contractually obligated to purchase all of the eggs produced by the farmer during the term of the contract at an agreed-upon price that depends upon pallet weight and is adjusted quarterly for changes in feed cost.
We believe we are a strategic and valuable partner to retailers. We have continued to command premium prices for our products, including our shell eggs. Our loyal and growing consumer base has fueled the continued expansion of our brand in the natural and mainstream retail channels. We believe the success of our brand demonstrates that consumers are demanding premium products that meet a higher ethical standard. We have a strong presence at The Kroger Co., or Kroger, Sprouts Farmers Market, Target Corporation and Whole Foods Market, Inc., or Whole Foods, and we also sell our products at Albertsons Companies, Inc., Publix Super Markets, Inc., Walmart, Inc. and other retailers. We offer 26 retail stock keeping units, or SKUs, through a multi-channel retail distribution network. We believe we have significant room for growth within the retail and foodservice channels through growing brand awareness, gaining additional points of distribution and new product innovation.
Our shell eggs are collected from farmers by a third-party freight carrier. They are then placed in cold storage at a dedicated cold storage and fulfillment center operated and owned by our longtime cold storage provider until we pack them for shipping to our customers at Egg Central Station, our state-of-the-art shell egg processing facility in Springfield, Missouri. Egg Central Station is approximately 153,000 square feet and utilizes highly automated equipment to grade and package our shell egg products, including an additional Moba egg grading system installed in 2025 to help meet demand for our shell eggs. Egg Central Station is capable of packing more than 7.5 million eggs per day and has an SQF Excellent rating, the highest level of such certification from the Global Food Safety Initiative.
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Our products are primarily distributed through a broker-distributor-retailer network whereby brokers represent our products to distributors and retailers who will in turn sell our products to consumers. We serve the majority of natural channel customers through food distributors, which purchase, store, sell and deliver our products to our customers. We serve mainstream retailers by arranging for delivery of our products directly through their distribution centers. We also leverage distributor relationships to fulfill orders for certain independent grocers and other customers.
We had net revenue of $166.0 million and $184.8 million, net loss of $31.1 million and net income of $16.6 million, and Adjusted EBITDA of $(26.6) million and $29.9 million in the 13-week periods ended June 28, 2026 and June 29, 2025, respectively. We had net revenue of $353.2 million and $347.0 million, net loss of $32.6 million and net income of $33.5 million, and Adjusted EBITDA of $(21.6) million and $57.4 million in the 26-week periods ended June 28, 2026 and June 29, 2025, respectively. Adjusted EBITDA is a non-GAAP financial measure. See the section titled “—Non-GAAP Financial Measure—Adjusted EBITDA” below for the definition of Adjusted EBITDA, as well as a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure stated in accordance with GAAP.
Supply Control and Other Cost-Reduction Initiatives
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 to retail customers. This resulted in increased sales to breaker and wholesale channels, which adversely impacted our financial results in the 13-week and 26-week periods ended June 28, 2026.
In the 13-week and 26-week periods ended June 28, 2026, we worked 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 foregone profits. We expect such supply control measures to continue throughout 2026.
In addition, we intend to halt construction on Vital Crossroads, our previously announced planned second egg washing and packing facility with onsite cold storage in Seymour, Indiana, by the end of 2026. We will continue to evaluate our supply needs relative to the planned timing for construction of Vital Crossroads.
We 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 announced that we would pause the development of future accelerator farms. We intend to continue to use our active accelerator farms to provide learning and development opportunities within our farm network while preserving the ability in the future to sell turnkey farms to interested farmers.
During 2026, we made operational staffing changes to reduce headcount and better align our resources with our growth strategies, resulting in a workforce reduction that impacted approximately 12% of our remote crew members.
Butter Business Wind Down
In May 2026, we 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 discontinuation plan, we expect to incur butter inventory-related charges, costs, and write-downs, packaging write-downs, and other related discontinuation costs. We are not able to estimate the amount or range of amounts of such potential costs, including any amounts that will result in future cash expenditures at this time. We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the wind down of our butter business.
Known Trends, Events and Uncertainties
Highly Pathogenic Avian Influenza (“HPAI”) and Other Agricultural Diseases
Since initial outbreaks of HPAI in early 2022, we have been closely following the progression of the virus and working with our farmers, veterinarians, government health officials and animal welfare auditors to ensure that our flocks are kept as safe as possible. We did not experience an outbreak of HPAI at any of our farms in the 13-week or 26-week periods ended June 28, 2026.
In fiscal 2024, we were made aware of an outbreak of a virus called Egg Drop Syndrome (“EDS”) in the Midwest. EDS is characterized by the production of pale, thin-shelled, soft-shelled, or shell-less eggs by seemingly healthy laying hens. Twelve of our farms were impacted by EDS in fiscal 2025 and one of our farms has been impacted by an outbreak of EDS in fiscal 2026 to date.
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At times since 2024, HPAI-related disruptions in the supply of conventional eggs resulted in increased demand for premium egg products such as ours, which occasionally resulted in shortages of these eggs on shelves at our retail customers. While we have not experienced material disruptions to our egg supply due to HPAI and EDS outbreaks, if a substantial portion of our farms or production facilities were affected, this could materially and negatively affect our supply chain and operating results. Additionally, agricultural diseases such as HPAI or EDS have resulted and could in the future result in supply shortages and price increases across the egg market, including shortages of eggs on shelves at our retail customers. We are confident in the measures we have taken to reduce the risk of HPAI and EDS on our farms and production facilities, including through procurement of vaccinations for EDS, as well as our ability to mitigate impacts on supply. However, given continued uncertainty about future outbreaks and governmental responses to such outbreaks, we cannot predict the ultimate impact that agricultural diseases such as HPAI and EDS will have on our business.
Economic Uncertainty and Volatility
Economic uncertainty and volatility have affected and may continue to 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 present a challenge impacting the U.S. economy and could make it more difficult for us or our farmers to obtain traditional financing on acceptable terms, if at all, in the future.
In the first half of fiscal 2026, these conditions, together with industry-wide oversupply of shell eggs and increased price gaps with certain competing shell egg products, contributed to a decline in our financial performance and to our financial results falling short of our previously announced guidance. We contract with family farms to purchase all of their egg production for the duration of our contracts. We are contractually obligated to purchase these eggs irrespective of our ability to sell such eggs. In periods of oversupply, we have sold or donated our excess supply at reduced prices or no cost. Our current oversupply of egg inventory has resulted in increased sales to breaker and wholesale channels at lower prices or no cost. We consider excess sales to breaker and wholesale channels to be sales volume in excess of the fiscal 2024 and 2025 average contribution of breaker and wholesale volume to our overall shell egg volume, which was 4.9%. As discussed above, we have implemented certain supply control measures to address the oversupply of our shell eggs, and we expect such measures to continue throughout 2026.
Certain of our products and elements of our supply chain, including certain processing equipment and packaging, are imported from international markets. We expect that tariffs and restrictions on international trade will continue to impact the cost or availability of these items. However, the duration, magnitude and scope of any additional tariffs or restrictions on international trade are difficult to predict, including any related impacts to consumer demand, along with the extent (if any) to which we will be able to offset the impacts of such actions through our mitigation efforts.
In November 2025, the Supreme Court of the United States, or SCOTUS, heard oral arguments on tariffs imposed under the International Emergency Economic Powers Act, or IEEPA. In February 2026, SCOTUS issued a decision invalidating these tariffs; however, President Trump subsequently signed an executive order implementing a non-IEEPA tariff. These actions have contributed to continued uncertainty and volatility in the trade environment. In April 2026, the IEEPA tariff refund process was launched, and we began to receive refunds in the second quarter of fiscal 2026. Ongoing and potential future litigation, rulemaking and policy changes could further alter the tariff regime with little notice. We are continuing to evaluate the potential impact of these developments on our financial statements and business.
Additionally, any increased recessionary risk, together with the foregoing, could result in further economic uncertainty and volatility in the capital markets and could negatively affect our operations. We work closely with our farmers, pullet vendors, suppliers and third-party manufacturers to manage our supply chain activities and mitigate potential disruptions to our product supplies as a result of supply chain disruptions associated with such uncertainties. We currently expect to have an adequate supply of our products, packaging and freight through fiscal 2026.
Our Fiscal Year
We report on a 52-53-week fiscal year, ending on the last Sunday in December. In a 52-53-week fiscal year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks. Our first 53-week fiscal year as a public company occurred in fiscal 2023. See “Nature of the Business and Basis of Presentation” in Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional details related to our fiscal calendar.
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Key Factors Affecting Our Business
We believe that the growth of our business and our future success are dependent upon many factors. While each of these factors presents significant opportunities for us, they also pose important challenges that we must successfully address to enable us to sustain the growth of our business and improve our results of operations.
Expand Household Penetration
We have positioned our brand to capitalize on growing consumer interest in natural, clean-label, traceable, ethical, great-tasting and nutritious foods. We believe there is substantial opportunity to grow our consumer base and increase the velocity at which households purchase our products. U.S. household penetration for the shell egg category is approximately 97.3%, while the household penetration for our shell eggs is approximately 10.0%. We intend to increase household penetration by continuing to invest significantly in sales and marketing to educate consumers about our brand, our values and the premium quality of our products. We believe these efforts have helped and will continue to help educate consumers on the attractive attributes of our products, generate further demand for our products and ultimately expand our consumer base. Our ability to continue to attract new consumers will depend, among other things, on the perceived value and quality of our products, the offerings of our competitors and the effectiveness of our marketing efforts. Our performance depends significantly on factors that may affect the level and pattern of consumer spending in the U.S. natural food market in which we operate. Such factors include consumer preference, consumer confidence, consumer income, consumer perception of the safety and quality of our products and shifts in the perceived value for our products relative to alternatives.
Grow Within the Retail Channel
We believe that our ability to increase the number of customers that sell our products to consumers is an indicator of our market penetration and our future business opportunities. We define our customers as the entities that sell our products to consumers. With certain of our retail customers, like Whole Foods, we sell our products through distributors. We are not able to precisely attribute our net revenue to a specific retailer for products sold through such channels. We rely on third-party data to calculate the portion of retail sales attributable to such retailers, but this data is inherently imprecise because it is based on gross sales generated by our products sold at retailers, without accounting for price concessions, promotional activities or chargebacks in the ordinary course of business, and because it measures retail sales for only the portion of our retailers serviced through distributors. Based on this third-party data and internal analysis, Whole Foods accounted for approximately 21% and 20% of our retail sales for the 13-week periods ended June 28, 2026 and June 29, 2025 and 21% and 20% of our retail sales for the 26-week periods ended June 28, 2026 and June 29, 2025, respectively. Kroger accounted for approximately 12% and 10% of our retail sales for the 13-week periods ended June 28, 2026 and June 29, 2025 and 12% and 10% of our retail sales for the 26-week periods ended June 28, 2026 and June 29, 2025, respectively.
As of June 28, 2026, there were more than 24,000 stores selling our products. We expect the retail channel to be our largest source of net revenue for the foreseeable future. By capturing greater shelf space, driving higher product velocities and increasing our SKU count, we believe there is meaningful runway for further growth with existing retail customers. Additionally, we believe there is significant opportunity to gain incremental stores from existing customers as well as by adding new retail customers. We also believe there is significant further long-term opportunity in additional distribution channels, including the convenience, drugstore and club markets. Our ability to execute this strategy will increase our opportunities for incremental sales to consumers, and we also believe this growth will allow for margin expansion. To accomplish these objectives, we intend to continue leveraging consumer awareness of and demand for our brand, offering targeted sales incentives to our customers and utilizing customer-specific marketing tactics. Our ability to grow within the retail channel will depend on a number of factors, such as our customers’ satisfaction with the sales, product velocities and profitability of our products.
Expand Footprint Across Foodservice
We believe there is significant demand for our products in the foodservice channel since we offer versatile ingredients with high menu penetrations across commercial and non-commercial operator segments. We see considerable opportunity to continue to grow the channel in the medium- to long-term with our two-pronged sales approach to values-aligned foodservice operators and their distributors. We are working with ROOTED Food Sales Agency, a foodservice sales and marketing agency, to increase our category share in broad-line distribution and to access additional national and regional restaurant menus.
We are also leveraging foodservice as a critical consumer touchpoint to drive brand awareness, and we are investing in syndicated data to reach strategic restaurant partners. We believe these investments have driven and will continue to drive mutually beneficial partnerships that can help us to reach new households. We believe this syndicated data provides valuable reporting, trends, and analytics to augment our storytelling on how we differentiate from other egg brands within the foodservice channel, which enhances their perceived customer value and drives loyalty.
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Expand Our Product Offerings
We intend to continue to strengthen our product offerings by investing in innovation in new and existing categories. We have a history of product introductions and intend to continue to innovate by introducing new products from time to time. Eggs and egg-related products generated $160.4 million in net revenue, approximately 97% of total net revenue, in the 13-week period ended June 28, 2026. Eggs and egg-related products generated $341.5 million in net revenue, approximately 97% of total net revenue in the 26-week period ended June 28, 2026. We expect eggs and egg-related products to be our largest source of net revenue for the foreseeable future. We believe that investments in innovation will contribute to our long-term growth, including by reinforcing our efforts to increase household penetration. Our ability to successfully develop, market and sell new products will depend on a variety of factors, including the availability of capital to invest in innovation, as well as changing consumer preferences and demand for food products.
Key Components of Results of Operations
Net Revenue
We generate net revenue primarily from sales of our products, including eggs and butter, to our customers, which include natural retailers, mainstream retailers, distributors and foodservice customers. We sell our products to customers on a purchase-order basis. We serve the majority of our natural channel customers and certain independent grocers and other customers through food distributors, which purchase, store, sell and deliver our products to these customers.
We periodically offer promotional incentives to our customers, including customer rebates, temporary price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities. At the end of each accounting period, we recognize a liability for an estimated promotional allowance reserve. We periodically provide credits or discounts to our customers in the event that products do not conform to customer expectations upon delivery or expire at a customer’s site. We treat these credits and discounts as a reduction of the sales price of the related transaction at the time of sale. We anticipate that these promotional activities, credits and discounts could materially impact our net revenue and that changes in such activities could impact period-over-period results.
Net revenue is impacted by increases or decreases in volume of the products we sell, as well as price/mix, which refers to the impact on margin of how products are priced and sales are distributed among the different products in our portfolio. Our shell eggs are sold to consumers at a premium price point, and when prices for commodity, private-label, or other premium shell eggs fall relative to the price of our shell eggs (including due to supply fluctuations or pricing or promotional actions that we or our competitors may implement), price-sensitive consumers may choose to purchase shell eggs offered by our competitors instead of our eggs. As a result, lower prices for commodity, private-label or other premium shell eggs may adversely affect our net revenue. In periods of shell egg oversupply, we have been, and may in the future be, required to sell excess shell eggs to breakers or wholesalers at a reduced price, generally dependent upon the commodity price of shell eggs. Net revenue may also vary from period to period depending on the purchase orders we receive, the volume and mix of our products sold, and the channels through which our products are sold.
Cost of Goods Sold
Cost of goods sold consists of the costs directly attributable to producing our products which include labor, raw material and packaging costs as well as overhead. The labor cost is comprised of wages and related costs for our processing crew members. The raw material is comprised of those items necessary to process our finished egg and butter products and the packaging costs are the cost of the packaging materials our finished products are sold in. Costs associated with inventory that does not meet our quality control standards are recorded in cost of goods sold. Overhead costs in cost of goods sold include utilities, insurance, inbound freight, storage fees related to our warehouse and depreciation and amortization expenses related to our assets used in production. We expect cost of goods sold to increase in the future in connection with costs incurred by our supply control initiatives to manage and control our supply of shell eggs in the light of the industry-wide oversupply of shell egg inventories and other factors described above in “Known Trends, Events and Uncertainties–Economic Uncertainty and Volatility.”
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Selling, General and Administrative
Selling, general and administrative expenses consist primarily of broker and contractor fees for sales and marketing, as well as personnel costs for sales and marketing, finance, human resources and other administrative functions, including salaries, benefits, bonuses, severance, stock-based compensation expense and sales commissions. Selling, general and administrative expenses also include advertising and digital media costs, agency fees, travel and entertainment costs, and costs associated with consumer promotions, product samples, sales aids incurred to acquire new customers, retain existing customers and build our brand awareness, overhead costs for facilities, including associated depreciation and amortization expenses related to our non-production facilities and assets, and information technology-related expenses. We recognize professional fees, consulting and amortization of capitalized costs associated with our new cloud-based enterprise resource planning, or ERP, system in selling, general and administrative expenses in our consolidated statements of operations. We expect selling, general and administrative expenses to increase in the future in connection with our expansion of the business, increased marketing costs and amortization of our cloud-based ERP system.
Shipping and Distribution
Shipping and distribution expenses consist primarily of costs related to third-party freight for our products. We expect shipping and distribution expenses to increase in absolute dollars in the medium-to-long term as we continue to scale our business, and there is a risk that such expenses could continue to increase due to economic uncertainty, domestic or geopolitical tensions, wars, inflation, trade wars or tariff regimes.
Results of Operations
The results of operations data for the 13-week and 26-week periods ended June 28, 2026 and June 29, 2025 have been derived from the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Comparison of the 13-Week Periods Ended June 28, 2026 and June 29, 2025
The following table sets forth our consolidated statement of operations data expressed as a percentage of net revenue for the periods presented:
13-Weeks Ended
June 28, 2026 June 29, 2025
Amount % of Revenue Amount % of Revenue
(dollars in thousands)
Net revenue $ 166,029 100 % $ 184,767 100 %
Cost of goods sold(1) 155,098 93 % 112,985 61 %
Gross profit 10,931 7 % 71,782 39 %
Operating expenses:
Selling, general and administrative(2) 40,376 24 % 38,987 21 %
Shipping and distribution 10,701 7 % 9,000 5 %
Total operating expenses 51,077 31 % 47,987 26 %
(Loss) income from operations (40,146 ) (24 )% 23,795 13 %
Other income (expense), net:
Interest expense (421 ) — (218 ) —
Interest income 227 — 1,332 —
Other expense, net (450 ) — (378 ) —
Total other (expense) income, net (644 ) — 736 —
Net (loss) income before income taxes (40,790 ) (25 )% 24,531 13 %
Income tax (benefit) provision (9,725 ) (6 )% 7,893 4 %
Net (loss) income $ (31,065 ) (19 )% $ 16,638 9 %
(1)Includes stock-based compensation expense of $260 and $173 in cost of goods sold for the 13-week periods ended June 28, 2026 and June 29, 2025, respectively.
(2)Includes stock-based compensation (benefit) expense of $(1,638) and $2,861 in selling, general and administrative for the 13-week periods ended June 28, 2026 and June 29, 2025, respectively.
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Net Revenue
13-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Net revenue $ 166,029 $ 184,767 $ (18,738 ) (10 )%
The decrease in net revenue of $18.7 million, or 10%, was primarily driven by a volume-driven decline of $19.8 million, excluding excess breaker and wholesale channel sales, partially offset by a price/mix benefit of $1.1 million. Excess sales to breaker and wholesale channels contributed $0.1 million to net revenue growth, as a large volume increase was almost entirely offset by a price decline. Net revenue from sales through our retail channel was $158.0 million and $176.1 million for the 13-week periods ended June 28, 2026 and June 29, 2025, respectively.
Gross Profit and Gross Margin
13-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Gross profit $ 10,931 $ 71,782 $ (60,851 ) (85 )%
Gross margin 7 % 39 %
The decrease in gross profit of $60.9 million, or 85%, was driven by higher input and production costs and unfavorable sales mix. The unfavorable sales mix was driven by an oversupply of egg inventory, which resulted in increased sales to breaker and wholesale channels at lower prices, reducing gross profit by $19.5 million. In addition, gross margin for the 13-week period ended June 28, 2026 was impacted by a $7.8 million inventory impairment charge related to the exit of our butter products.
Operating Expenses
Selling, General and Administrative
13-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Selling, general and administrative $ 40,376 $ 38,987 $ 1,389 4 %
Percentage of net revenue 24 % 21 %
The increase in selling, general and administrative expenses of $1.4 million, or 4%, was primarily driven by expenses to support the expansion of our business and continued growth, including:
•an increase of $2.7 million in professional services, driven by consulting fees associated with our feed cost savings program;
•an increase of $0.9 million in technology and software-related expenses;
•an increase of $0.3 million in marketing-related expenses, partially offset by
•a decrease of $2.1 million in employee-related costs, including stock-based compensation, driven by a change in estimate based on revised expectations of the attainment levels for performance metrics of certain PSUs; and
•a decrease of $0.4 million in other selling, general, and administrative expenses.
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Shipping and Distribution
13-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Shipping and distribution $ 10,701 $ 9,000 $ 1,701 19 %
Percentage of net revenue 7 % 5 %
The increase in shipping and distribution costs of $1.7 million, or 19%, was driven by higher fuel rates and unfavorable linehaul rates.
Interest Expense
13-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Interest expense $ (421 ) $ (218 ) $ (203 ) 93 %
The increase in interest expense of $0.2 million, or 93%, was primarily driven by interest incurred on outstanding borrowings on the JPMorgan Credit Facility.
Interest Income
13-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Interest income $ 227 $ 1,332 $ (1,105 ) (83 )%
The decrease of $1.1 million in interest income, or 83%, was primarily driven by a decrease in interest income received on our available-for-sale securities and marketable securities.
Other Expense, net
13-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Other expense, net $ (450 ) $ (378 ) $ (72 ) 19 %
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The increase in other expense, net of $72 thousand, or 19%, was primarily driven by higher losses on our commodity derivative instruments during the 13-week period ended June 28, 2026 as compared to those in the 13-week period ended June 29, 2025.
Income Tax Provision
13-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Income tax (benefit) provision $ (9,725 ) $ 7,893 $ (17,618 ) (223 )%
The decrease in the income tax (benefit) provision of $17.6 million, or 223%, was primarily related to a decrease in net (loss) income for the 13-week period ended June 28, 2026 as compared to the 13-week period ended June 29, 2025.
Comparison of the 26-Week Periods Ended June 28, 2026 and June 29, 2025
The following table sets forth our consolidated statement of operations data expressed as a percentage of net revenue for the periods presented:
26-Weeks Ended
June 28, 2026 June 29, 2025
Amount % of Revenue Amount % of Revenue
(dollars in thousands)
Net revenue $ 353,184 100 % $ 346,956 100 %
Cost of goods sold(1) 289,245 82 % 212,661 61 %
Gross profit 63,939 18 % 134,295 39 %
Operating expenses:
Selling, general and administrative(2) 84,740 24 % 70,897 21 %
Shipping and distribution 21,678 6 % 17,835 5 %
Total operating expenses 106,418 30 % 88,732 26 %
(Loss) income from operations (42,479 ) (12 )% 45,563 13 %
Other income (expense), net:
Interest expense (611 ) — (453 ) —
Interest income 1,000 — 2,544 1 %
Other expense, net (559 ) — (781 ) —
Total other (expense) income, net (170 ) — 1,310 1 %
Net (loss) income before income taxes (42,649 ) (12 )% 46,873 14 %
Income tax (benefit) provision (10,062 ) (3 )% 13,334 4 %
Net (loss) income $ (32,587 ) (9 )% $ 33,539 10 %
(1)Includes stock-based compensation expense of $455 and $280 in cost of goods sold for the 26-week periods ended June 28, 2026 and June 29, 2025, respectively.
(2)Includes stock-based compensation (benefit) expense of $923 and $5,607 in selling, general and administrative for the 26-week periods ended June 28, 2026 and June 29, 2025, respectively.
Net Revenue
26-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Net revenue $ 353,184 $ 346,956 $ 6,228 2 %
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The increase in net revenue of $6.2 million, or 2%, was primarily driven by price/mix benefits of $9.2 million, excluding excess breaker and wholesale channel sales, slightly offset by a volume-driven decline of $2.8 million. Excess sales to breaker and wholesale channels contributed only $0.2 million to net revenue growth, as a large volume increase was more than offset by a price decline. Net revenue from sales through our retail channel was $337.5 million and $330.7 million for the 26-week periods ended June 28, 2026 and June 29, 2025, respectively.
Gross Profit and Gross Margin
26-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Gross profit $ 63,939 $ 134,295 $ (70,356 ) (52 )%
Gross margin 18 % 39 %
The decrease in gross profit of $70.4 million, or 52%, was driven by higher input and production costs and unfavorable sales mix. The unfavorable sales mix was driven by an oversupply of egg inventory, which resulted in increased sales to breaker and wholesale channels at lower prices, reducing gross profit by approximately $23.8 million. In addition, gross margin for the 26-week period ended June 28, 2026 was impacted by a $7.8 million inventory impairment charge related to the exit of our butter products.
Operating Expenses
Selling, General and Administrative
26-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Selling, general and administrative $ 84,740 $ 70,897 $ 13,843 20 %
Percentage of net revenue 24 % 21 %
The increase in selling, general and administrative expenses of $13.8 million, or 20%, was primarily driven by expenses to support the expansion of our business and continued growth, including:
•an increase of $6.0 million in marketing-related expenses;
•an increase of $3.5 million in professional services, driven by consulting fees associated with our feed cost savings program;
•an increase of $2.1 million in technology and software-related expenses;
•an increase of $1.9 million in employee-related costs, including stock-based compensation, due to an increase of $6.6 million in employee-related costs driven by cost-of-living adjustments made to employee salaries and other employee benefits, partially offset by a $4.7 million decrease in stock-based compensation due to a change in estimated based on revised expectations of the attainment levels for performance metrics of certain PSUs; and
•an increase of $0.3 million in other selling, general, and administrative expenses.
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Shipping and Distribution
26-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Shipping and distribution $ 21,678 $ 17,835 $ 3,843 22 %
Percentage of net revenue 6 % 5 %
The increase in shipping and distribution costs of $3.8 million, or 22%, was driven by higher fuel rates and unfavorable linehaul rates.
Interest Expense
26-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
Interest expense $ (611 ) $ (453 ) $ (158 ) 35 %
The increase in interest expense of $0.2 million, or 35%, was primarily driven by interest incurred on outstanding borrowings on the JPMorgan Credit Facility.
Interest Income
26-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Interest income $ 1,000 $ 2,544 $ (1,544 ) (61 )%
The decrease of $1.5 million in interest income, or 61%, was primarily driven by a decrease in interest income received on our available-for-sale securities and marketable securities.
Other Expense, net
26-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Other expense, net $ (559 ) $ (781 ) $ 222 (28 )%
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The decrease in other expense, net of $0.2 million, or 28%, was primarily driven by lower losses on our commodity derivative instruments during the 26-week period ended June 28, 2026 as compared to those in the 26-week period ended June 29, 2025.
Income Tax Provision
26-Weeks Ended
June 28, 2026 June 29, 2025 $ Change % Change
(in thousands)
Income tax (benefit) provision $ (10,062 ) $ 13,334 $ (23,396 ) (175 )%
The decrease in the income tax provision of $23.4 million, or 175%, was related to a decrease in net (loss) income for the 26-week period ended June 28, 2026 as compared to the 26-week period ended June 29, 2025.
Liquidity and Capital Resources
Since inception, we have funded our operations with proceeds from sales of our capital stock, proceeds from borrowings and cash flows from the sale of our products. We had retained earnings of $116.8 million as of June 28, 2026 and incurred a net loss of $32.6 million in the 26-week period ended June 28, 2026. Based on our cash and cash equivalents of $21.2 million as of June 28, 2026, available borrowings under our asset-backed credit facility agreement, or the JPMorgan ABL Credit Facility, with JPMorgan Chase Bank, N.A., or JPMorgan, and $125.0 million in borrowings under our term loan agreement, or the Silver Point Term Loan, with Silver Point Finance, LLC, or Silver Point, we anticipate having sufficient liquidity to make investments in our business and support our long-term growth strategy.
Funding Requirements
We expect that our cash and cash equivalents together with cash provided by our operating activities and available borrowings under our existing credit facilities, will be sufficient to fund our operating expenses for at least the next 12 months. We further believe that we will be able to fund potential operating expenses and cash obligations beyond the next 12 months, through a combination of existing cash and cash equivalents, cash provided by our operating activities and available borrowings under our credit facilities.
Our future capital requirements will depend on many factors, including our pace of new and existing customer growth, our investments in innovation, our investments in acquisitions, partnerships and unexplored channels and the potential costs associated with future expansion of our production capacity. We may be required to seek additional equity or debt financing. However, a significant disruption of global financial markets (including a disruption due to public health pandemics, geopolitical tensions and wars, trade wars, inflation or other factors) may result in our inability to access additional capital, which could in the future negatively affect our operations. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation and product expansion, we may not be able to compete successfully, which would harm our business, operations and results of operations. As of June 28, 2026, future minimum lease payments under non-cancelable operating leases totaled $81.2 million, and future minimum lease payments under non-cancelable finance leases totaled $8.3 million.
Additionally, in 2025 we broke ground on Vital Crossroads, our planned second egg washing and packing facility with onsite cold storage in Seymour, Indiana. In May 2026, we announced that we are proactively reducing our planned capital expenditures for the 2026 fiscal year, which includes halting construction on Vital Crossroads by the end of 2026 after completing the frame, walls and roof of the facility to protect it against winter weather, and pausing development of new accelerator farms.
We now anticipate that we will incur approximately $55.0 million to $80.0 million in capital expenditures related to Vital Crossroads in the next 12 months. These expenditures include the construction costs noted above, equipment and other previous commitments. We may incur further expenditures in the years following. We also anticipate that we will incur approximately $0.5 million to $1.5 million in capital expenditures over the next 12 months related to the development of accelerator farms on previously acquired farmland in Indiana or the purchase and development of future parcels, with further expenditures incurred in the years following. Finally, we anticipate increased expenditures in marketing during fiscal 2026 to support progress toward our long-term marketing goals.
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We expect to incur costs of approximately $35.0 million to $45.0 million in connection with our supply control initiatives in the next 12 months. Such costs are accounted for as operating lease payments and a portion of these costs are included in the future minimum lease payments under non-cancelable operating lease costs. The exact costs of such initiatives depend on many factors outside our control, which makes the costs difficult for us to forecast.
Credit Facilities
In April 2024, we entered into the JPMorgan Credit Facility with JPMorgan Chase Bank, N.A. and the other lenders party thereto. The JPMorgan Credit Facility provided for a five-year, $60.0 million revolving credit facility. As of June 28, 2026, the outstanding balance under the Credit Facility was $30.0 million.
On August 4, 2026, or the Closing Date, we entered into the JPMorgan ABL Credit Facility, which provides for a three-year, $60.0 million revolving credit facility. Availability of the JPMorgan ABL Credit Facility is based upon a borrowing base formula and periodic borrowing base certifications valuing certain of our accounts receivable and inventory as reduced by certain reserves, if any. The JPMorgan ABL Credit Facility replaced the existing JPMorgan Credit Facility, which terminated concurrently with the establishment of the JPMorgan ABL Credit Facility.
Any borrowings under the JPMorgan ABL Credit Facility bear interest, for the first twelve months at either (i) for the first twelve months (a) an adjusted term Secured Overnight Financing Rate or adjusted daily Secured Overnight Financing Rate plus a margin of 2.50%, or (b) an alternative base rate plus a margin of 1.50% or (ii) after the first twelve months, (a) an adjusted term Secured Overnight Financing Rate or adjusted daily Secured Overnight Financing Rate plus a margin of either 1.75%, 2.00%, or 2.25% depending on our fixed charge coverage ratio, or (b) an alternative base rate plus a margin of either 0.75%, 1.00% or 1.25% depending on our fixed charge coverage ratio. We are required to pay a commitment fee on the undrawn portion of the aggregate commitments that accrues at 0.375% per annum.
The JPMorgan ABL Credit Facility is secured by liens on substantially all of our assets, including a first lien on our accounts, accounts receivable and inventory and a second lien on all other assets. It requires us to maintain (i) minimum revolving availability of $15.0 million for the first twelve months, and (ii) a fixed charge coverage ratio of not less than 1.10 to 1.00 for months 13 through 36. The loan agreement contains customary negative covenants that limit our ability, and the ability of its subsidiaries, to take certain actions without lender consent or unless otherwise permitted under the agreement.
Simultaneously on the Closing Date, we entered into the Silver Point Term Loan with Silver Point, which provides for a $125.0 million term loan with a three-year tenor. We borrowed the full amount of the Silver Point Term Loan on the Closing Date and used a portion of the proceeds to repay the existing indebtedness under the JPMorgan Credit Facility.
The Silver Point Term Loan will bear interest at either (i) an adjusted term Secured Overnight Financing Rate (subject to a 1.00% floor) plus 7.50% or (ii) an alternative base rate (subject to a 2.00% floor) plus 6.50%.
The Silver Point Term Loan is secured by liens on substantially all of our assets, including a first lien on all assets (other than our accounts, accounts receivable and inventory) and a second lien on our accounts, accounts receivable and inventory. The loan agreement contains customary negative covenants that limit our ability, and the ability of our subsidiaries, to take certain actions without lender consent or unless otherwise permitted under the agreement.
See “Long-Term Debt” in Note 15 to our consolidated financial statements included elsewhere in this Quarterly Report for additional details related to our credit facilities.
Stock Repurchase Program
On February 19, 2026, our Board of Directors authorized and approved entry into a stock repurchase program, or the Stock Repurchase Program, which authorized us to periodically repurchase up to $100.0 million of our common stock through February 19, 2028. Repurchases of our 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. During the 13-week and 26-week periods ended June 28, 2026, we repurchased 1,129,104 shares and 2,130,851 shares of common stock at an average price per share of $13.29 and $16.43, respectively, for an aggregate cost of $15.0 million and $35.0 million, respectively. As of June 28, 2026, we had $65.0 million remaining authorized under the Stock Repurchase Program. All repurchased shares have been canceled and returned to our authorized but unissued share reserve.
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On August 3, 2026, our Board of Directors terminated the Stock Repurchase Program, which termination became effective upon the closing of the JPMorgan ABL Credit Facility and the Silver Point Term Loan.
Cash Flows
The following table summarizes our cash flows for the 26-week periods indicated:
26-Weeks Ended
June 28, 2026 June 29, 2025
(in thousands)
Net cash (used in) provided by operating activities $ (45,912 ) $ 4,513
Net cash provided by (used in) investing activities 27,604 (45,907 )
Net cash used in financing activities (9,284 ) (983 )
Net decrease in cash and cash equivalents $ (27,592 ) $ (42,377 )
Operating Activities
The change in net cash (used in) provided by operating activities during the 26-week period ended June 28, 2026 compared to the corresponding prior 26-week period was primarily due to (i) a change to the net loss position of $32.6 million for the 26-week period ended June 28, 2026 as compared to net income of $33.5 million for the 26-week period ended June 29, 2025, (ii) decreases in operating assets and liabilities of $18.9 million, and (iii) decreases in non-cash adjustments of $3.2 million. This decline was driven by lower sales velocities due in part to industry-wide shell egg oversupply and increasing price gaps between our products and those of our competitors.
Investing Activities
The change in net cash provided by (used in) investing activities is primarily driven by (i) an increase in proceeds from the sale and maturities of available-for-sale U.S. Treasury Bills, and (ii) a decrease in the purchases of available-for-sale U.S. Treasury Bills, partially offset by an increase in purchases of property, plant and equipment during the 26-week period ended June 28, 2026 compared to the corresponding 26-week period in the prior year. We liquidated our portfolio of available-for-sale investment securities as of June 28, 2026.
Financing Activities
The increase in net cash used in financing activities during the 26-week period ended June 28, 2026 compared to the corresponding 26-week period was due primarily to cash payments made for the repurchase of common stock, partially offset by an increase in the proceeds from a draw on the JPMorgan Credit Facility.
Non-GAAP Financial Measures
Adjusted EBITDA
We report our financial results in accordance with GAAP. However, management believes that Adjusted EBITDA, a non-GAAP financial measure, provides investors with additional useful information in evaluating our performance.
We calculate Adjusted EBITDA as net (loss) income, adjusted to exclude:
•Depreciation and amortization;
•Stock-based compensation expense;
•Benefit or provision for income taxes as applicable;
•Interest expense;
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•Interest income;
•Amortization of cloud computing arrangements;
•Restructuring and severance costs; and
•Costs related to the exit of our butter products.
Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, GAAP. We believe that Adjusted EBITDA, when taken together with our financial results presented in accordance with GAAP, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a measure used by management in assessing the health of our business, determining incentive compensation and evaluating our operating performance, as well as for internal planning and forecasting purposes.
Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of Adjusted EBITDA include the following:
•It does not properly reflect capital commitments to be paid in the future;
•Although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures;
•It does not consider the impact of stock-based compensation expense, as such expenses in any specific period may not directly correlate to the underlying performance of our business operations and can vary significantly between periods as a result of the timing of grants of new stock-based awards;
•It does not reflect other non-operating expenses, including interest expense;
•It does not reflect tax payments that may represent a reduction in cash available to us; and
•It does not reflect the impact of certain non-recurring expenses, including costs related to restructuring, severance, and the wind down of our butter business.
In addition, our use of Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net (loss) income or loss and other results stated in accordance with GAAP.
The following table presents a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable financial measure stated in accordance with GAAP, for the periods presented:
13-Weeks Ended 26-Weeks Ended
June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025
(in thousands) (in thousands)
Net (loss) income $ (31,065 ) $ 16,638 $ (32,587 ) $ 33,539
Depreciation and amortization(1) 3,638 3,468 7,597 6,727
Stock-based compensation (benefit) expense (1,378 ) 3,034 1,378 5,887
Income tax (benefit) provision (9,725 ) 7,893 (10,062 ) 13,334
Interest expense 421 218 611 453
Interest income (227 ) (1,332 ) (1,000 ) (2,544 )
Amortization of cloud computing arrangements 653 — 1,397 —
Restructuring and severance costs 3,312 — 3,312 —
Costs related to our exit of butter products 7,764 — 7,764 —
Adjusted EBITDA $ (26,607 ) $ 29,919 $ (21,590 ) $ 57,396
(1)Amount also reflects finance lease amortization.
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Seasonality
Demand for our products fluctuates in response to seasonal factors. Demand tends to increase with the start of the school year and is highest prior to holiday periods, particularly Thanksgiving, Christmas and Easter, and is lowest during the summer months. Seasonality may also impact the risk of agricultural diseases such as highly pathogenic avian influenza, which can be influenced by seasonal bird migration patterns. As a result of seasonal and quarterly fluctuations, comparisons of our sales and results of operations between different quarters within a single fiscal year are not necessarily meaningful comparisons.
Critical Accounting Estimates
The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in the financial statements and related notes thereto. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on our unaudited condensed consolidated financial statements. Management has determined that our most critical accounting estimates are those relating to revenue recognition and trade promotions, and income taxes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ materially from those estimates. For further discussion about our accounting policies, see “Summary of Significant Accounting Policies” in Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
The significant accounting estimates used in preparation of the unaudited condensed consolidated financial statements are described in our audited consolidated financial statements as of and for the fiscal year ended December 28, 2025, and the notes thereto, which are included in our Annual Report. Except as detailed in Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report, there have been no material changes to our significant accounting policies or critical accounting estimates during the 26-week period ended June 28, 2026.
Recent Accounting Pronouncements
See the sections titled “Summary of Significant Accounting Policies—Recently Adopted Accounting Pronouncements” and “—Recently Issued Accounting Pronouncements Not Yet Adopted” in Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for a discussion of recent accounting pronouncements.
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