[144] Vital Farms, Inc. SEC Filing

Rhea-AI Filing Summary

Vital Farms, Inc. (VITL) filing: insider sale notice. The document is a Form 144 reporting a proposed sale of 100,000 common shares through Morgan Stanley Smith Barney on 09/04/2025 with an aggregate market value of $5,096,010.00. The shares were originally acquired as founder stock on 01/06/2015 and paid in cash. The filer previously sold a total of 310,000 shares across multiple dates in the prior three months, generating gross proceeds shown per sale. The filing states the seller represents no undisclosed material adverse information about the issuer.

Positive

• Disclosure compliance: The filer has filed a Form 144 and disclosed multiple recent sales, supporting transparency.
• Affirmation of no undisclosed material information: The seller represents absence of material nonpublic information in the notice.

Negative

• Substantial insider selling: The filer sold 310,000 shares in the past three months, which may concern some investors.
• Large proposed block: The upcoming sale of 100,000 shares equals about 0.22% of the reported 44,685,980 outstanding shares, a non-trivial single transaction.

Insights

Securities Analyst

TL;DR: Significant insider sales totaling 310,000 shares in three months; proposed 100,000-share sale equals a meaningful single-block transaction.

The Form 144 shows a founder-originated position being monetized through staged sales, including two recent 100,000-share trades and multiple smaller dispositions totaling 310,000 shares over roughly three months. The current proposed sale of 100,000 shares has an indicated aggregate market value of $5.10 million and represents roughly 0.22% of the reported 44,685,980 shares outstanding. For investors, repeated large insider sales can reflect liquidity needs or portfolio rebalancing rather than issuer performance; the filing contains no statement of adverse undisclosed information.

Corporate Governance Expert

TL;DR: Routine Rule 144 disclosure for a founder-originated position; no governance red flags disclosed.

The notice documents compliance with Rule 144 sale reporting for founder stock acquired 01/06/2015. The filer affirms no material nonpublic information. The filing does not disclose any waiver, accelerated vesting, officer resignation, or transaction-related affiliation changes. From a governance perspective, this is a standard sale notice; material governance implications are not evident within the text provided.

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	5096010.00	44685980	09/04/2025	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	09/02/2025	100000	5198120.00
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 Vital Farms (VITL) Form 144 report?

The filing reports a proposed sale of 100,000 common shares via Morgan Stanley Smith Barney on 09/04/2025 with an aggregate market value of $5,096,010.00.

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

The filing lists sales totaling 310,000 shares across multiple dates in the prior three months.

When and how were the shares being sold originally acquired?

The shares were acquired as founder stock on 01/06/2015 and the filing indicates payment in cash.

Who is the broker handling the proposed sale?

The broker named is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza.

What proportion of outstanding shares does the proposed sale represent?

The proposed 100,000-share sale compared with 44,685,980 shares outstanding is about 0.22% of outstanding common shares.