Vital Farms (VITL) Rule 144: Insider sale 125,000 shares ($5.48M)

Vital Farms insider sale notice: The filing reports a proposed sale of 125,000 common shares through Morgan Stanley Smith Barney with an aggregate market value of $5,482,500, scheduled for 08/08/2025 on NASDAQ.

Rhea-AI Filing Summary

Vital Farms insider sale notice: The filing reports a proposed sale of 125,000 common shares through Morgan Stanley Smith Barney with an aggregate market value of $5,482,500, scheduled for 08/08/2025 on NASDAQ. The shares were acquired as founders shares on 01/16/2015.

The filing also lists prior 10b5-1 sales attributed to Matthew Ohayer totaling 124,000 shares that generated $4,482,436.50 across seven transactions between 05/19/2025 and 08/07/2025. The proposed 125,000-share sale represents approximately 0.28% of the 44,685,980 shares outstanding.

Positive

• Filing discloses a clear plan to sell 125,000 common shares with an aggregate market value of $5,482,500.
• The shares were acquired as founders shares on 01/16/2015, which is explicitly documented.
• Recent activity shows orderly dispositions under 10b5-1 arrangements totaling 124,000 shares for $4,482,436.50 in the past three months.

Negative

• The proposed sale of 125,000 shares equals roughly 0.28% of outstanding shares (44,685,980) and increases insider liquidation volume.
• Significant insider selling occurred recently: 124,000 shares sold across seven transactions from 05/19/2025 to 08/07/2025.

Insights

Securities Analyst

TL;DR: Routine Rule 144 disclosure showing ongoing 10b5-1 activity; proposed sale is modest relative to market cap.

The Form 144 documents a planned disposition of 125,000 common shares via Morgan Stanley with an aggregate market value of $5.48M, and confirms these were acquired as founders shares on 01/16/2015. Recent 10b5-1 sales total 124,000 shares for $4.48M in the prior three months, indicating active, prearranged selling rather than ad hoc offloads. At ~0.28% of outstanding shares, the single proposed sale is unlikely to meaningfully change capitalization but is material as an insider liquidity event to track.

Corporate Governance Expert

TL;DR: Disclosure is standard for insiders selling under Rule 144 and 10b5-1 plans; no governance red flags in this filing alone.

The notice names a broker and provides acquisition detail (founders shares dated 01/16/2015), complying with Rule 144 disclosure norms. The series of 10b5-1 transactions listed demonstrates use of written trading plans or instructions. There is no allegation of undisclosed material information in the filing; however, stakeholders may monitor cumulative insider selling for context alongside other company disclosures.

FAQ

What did Vital Farms (VITL) disclose in this Form 144?

The filer reported a proposed sale of 125,000 common shares via Morgan Stanley with an aggregate market value of $5,482,500, scheduled for 08/08/2025 on NASDAQ.

Who appears to be the seller in this Form 144 for VITL?

The recent 10b5-1 sales listed are attributed to Matthew Ohayer, and the filing notes the shares were acquired as founders shares on 01/16/2015.

How many shares were sold by the filer in the past three months?

The filing lists 124,000 shares sold across seven 10b5-1 transactions, producing total gross proceeds of $4,482,436.50.

What percentage of Vital Farms outstanding stock does the proposed sale represent?

The proposed 125,000-share sale represents approximately 0.28% of the reported 44,685,980 shares outstanding.

Through which broker will the proposed VITL shares be sold?

The filing names Morgan Stanley Smith Barney LLC Executive Financial Services as the broker handling the sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/08/2025 - 04:17 PM Learn about SEC filing dates

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	0001025680
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	VITAL FARMS INC
SEC File Number	001-39411
Address of Issuer	3601 South Congress Avenue Suite C100 Austin TEXAS 78704
Phone	8774553063
Name of Person for Whose Account the Securities are To Be Sold	MATTHEW OHAYER
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	Director
Relationship to Issuer	Officer
Relationship to Issuer	10% Stockholder

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	125000	5482500.00	44685980	08/08/2025	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	01/16/2015	Founders Shares	Issuer			125000	01/16/2015	N/A

* 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
10b5-1 Sales for MATTHEW OHAYER 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	08/07/2025	5000	201546.00
10b5-1 Sales for MATTHEW OHAYER 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	08/01/2025	30000	1074785.00
10b5-1 Sales for MATTHEW OHAYER 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	07/23/2025	5000	201708.00
10b5-1 Sales for MATTHEW OHAYER 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	07/01/2025	30000	1175093.50
10b5-1 Sales for MATTHEW OHAYER 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	06/17/2025	5000	176250.00
10b5-1 Sales for MATTHEW OHAYER 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	06/13/2025	25000	790584.00
10b5-1 Sales for MATTHEW OHAYER 3601 South Congress Avenue Suite C100 Austin TX 78704	Common	05/19/2025	24000	862470.00

144: Remarks and Signature

Remarks
Date of Notice	08/08/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	03/14/2025
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	/s/ Matthew O'Hayer
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)