VITL insider filing: 100,000 shares scheduled for sale via Morgan Stanley

Rhea-AI Filing Summary

Vital Farms insider sale notice. This Form 144 shows that Matthew O'Hayer, identified as the person for whose account the securities are to be sold, intends to sell 100,000 common shares through Morgan Stanley Smith Barney LLC on or about 08/29/2025 on NASDAQ. The shares were acquired as founder stock on 01/06/2015 and payment was in cash. The filing also lists multiple recent sales by the same person during June–August 2025 totaling 110,000 shares, with individual gross proceeds reported for each trade. The filing includes a standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Sale executed through a major broker (Morgan Stanley Smith Barney LLC), suggesting orderly market execution
• Shares were long-held founder stock (acquired 01/06/2015), indicating a long holding period prior to sale
• Filer provided detailed prior-sales disclosure for June–August 2025, increasing transparency

Negative

• Significant insider selling: 110,000 shares sold in the prior three months and an additional proposed sale of 100,000 shares
• Potential perception risk from repeated insider disposals, which some investors may view negatively despite small percentage of outstanding shares

Insights

Securities Analyst

TL;DR: Founder proposes a routine brokered sale of 100,000 shares after substantial recent disposals; market impact likely limited.

The notice documents an orderly sale through a major broker rather than an off‑market transaction, which reduces execution risk. The 100,000 shares to be sold represent a small fraction of the reported 44,685,980 shares outstanding (~0.22%). However, the filer sold 110,000 shares in the prior three months, indicating ongoing liquidity needs or portfolio rebalancing. For investors this is disclosure of insider selling activity but not an obviously material dilution or governance event based on quantities reported here.

Compliance / Governance Expert

TL;DR: Form 144 appears procedurally complete; seller affirms no undisclosed material information.

The filing includes required acquisition details (founder stock dated 01/06/2015), broker identification, planned sale date, and a signature representation about material information. The disclosure of multiple recent sales with dates and gross proceeds meets transparency expectations under Rule 144. There is no indication in this filing of trading-plan adoption or any restriction waiver; the document is a routine regulatory notice rather than a governance alarm.

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	5113240.00	44685980	08/29/2025	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 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 Vital Farms (VITL) Form 144 filed by Matthew O'Hayer announce?

The Form 144 states that Matthew O'Hayer plans to sell 100,000 common shares via Morgan Stanley Smith Barney LLC on or about 08/29/2025 on NASDAQ.

How and when were the shares to be sold acquired?

The filing shows the shares were acquired as founder stock on 01/06/2015, with payment in cash.

How many shares did the filer sell in the past three months?

The filing lists multiple sales in June–August 2025 totaling 110,000 shares, with gross proceeds reported for each trade.

What portion of outstanding shares does the proposed 100,000 share sale represent?

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

Does the filing indicate any undisclosed material information held by the seller?

The seller signs a standard representation that he does not know any material adverse information about the issuer that has not been publicly disclosed.