Vital Farms Insider Sells 210,000 Shares Recently; 100,000-Share Block Planned

Rhea-AI Filing Summary

Insider sale notice for VITL: This Form 144 shows proposed sale of 100,000 common shares on or about 09/02/2025 through Morgan Stanley Smith Barney (NASDAQ). The filer acquired the shares as founder stock on 01/06/2015 and paid cash. The issuer has 44,685,980 shares outstanding, making the proposed block ~0.22% of outstanding shares. The filing also lists prior sales by the same person totaling 210,000 shares between 06/13/2025 and 08/29/2025, with gross proceeds reported for each trade. The notice includes the standard representation that the seller is not aware of any undisclosed material adverse information about the issuer.

Positive

• Transparent compliance: Form 144 filed with acquisition details, broker, and sale dates, satisfying Rule 144 disclosure requirements
• Brokered transactions: Sales are routed through a major broker (Morgan Stanley Smith Barney), indicating orderly market execution

Negative

• Insider selling activity: Proposed sale of 100,000 shares and recent sales totaling 210,000 shares over three months, which may concern some investors
• Founder stock being liquidated: The shares were acquired as founder stock in 2015 and are being monetized, reducing insider ownership

Insights

Securities Analyst

TL;DR: Significant insider selling disclosed but represents a small percentage of outstanding shares; routine compliance disclosure.

The filer reports a proposed sale of 100,000 shares and recent aggregate sales of 210,000 shares over the past three months. Relative to 44,685,980 shares outstanding, the proposed sale is approximately 0.22% and the recent three-month sales aggregate ~0.47% of outstanding shares, indicating material cashing-out by an insider but not a controlling divestiture. Transactions are executed through a major broker and the securities were acquired as founder stock in 2015. This filing provides transparency required under Rule 144 but does not, by itself, disclose company financial results or operational changes.

Corporate Governance Specialist

TL;DR: Disclosure meets Rule 144 formatting; the pattern of periodic sales warrants monitoring but shows compliance.

The Form 144 includes acquisition details, broker information, and a statement that no undisclosed material adverse information is known to the seller. The sales are spread over multiple dates and executed through Morgan Stanley Smith Barney, consistent with orderly disposition. From a governance perspective, the filing is a routine insider disclosure that improves transparency; it does not indicate any corporate governance event such as a change in control or unusual transfer mechanisms.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	100000	5198120.00	44685980	09/02/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	01/06/2015	Founder Stock	Issuer			100000	01/06/2015	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
MATTHEW OHAYER 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	08/29/2025	100000	5113240.00
Matthew O'Hayer 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	08/21/2025	4200	210918.00
Matthew O'Hayer 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	08/19/2025	800	40220.16
Matthew O'Hayer 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	08/08/2025	5000	226094.00
Matthew O'Hayer 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	08/07/2025	5000	201390.00
Matthew O'Hayer 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	08/01/2025	30000	1073879.00
Matthew O'Hayer 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	07/23/2025	5000	201552.00
Matthew O'Hayer 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	07/01/2025	30000	1174189.00
Matthew O'Hayer 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	06/17/2025	5000	176094.00
Matthew O'Hayer 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	06/13/2025	25000	789828.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the VITL Form 144 disclose?

The filing discloses a proposed sale of 100,000 common shares on or about 09/02/2025 via Morgan Stanley Smith Barney and prior sales totaling 210,000 shares from 06/13/2025 to 08/29/2025.

How large is the proposed sale compared to Vital Farms (VITL) outstanding shares?

The issuer reports 44,685,980 shares outstanding; the proposed 100,000-share sale is about 0.22% of outstanding shares.

Were the shares acquired or granted, according to the filing?

Yes; the filing states the 100,000 shares were acquired as Founder Stock on 01/06/2015, with payment in cash.

Who is executing the sale for VITL insider shares?

The broker listed for the proposed sale is Morgan Stanley Smith Barney LLC Executive Financial Services on behalf of the seller.

Does the filing indicate undisclosed material information about Vital Farms (VITL)?

The seller represents in the notice that they do not know of any material adverse information about the issuer that has not been publicly disclosed.