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  4. [Form 4/A] Vital Farms, Inc. Amended Insider Trading Activity

Vital Farms (VITL) insider sale and amended Form 4 details

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Vital Farms, Inc. major shareholder Matthew Ohayer filed an amended Form 4 reporting an open-market sale of 15,000 shares of common stock at a weighted average price of $20.33 per share on March 2, 2026, executed under a pre-arranged Rule 10b5-1 trading plan.

After the sale, he directly holds 6,326,190 shares. The filing also reflects 400,000 shares held indirectly by a former spouse, over which he has sole voting control but no pecuniary interest. The amendment corrects the previously reported shares sold and shares beneficially owned.

Positive

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Negative

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Insider OHAYER MATTHEW
Role 10% Owner
Sold 15,000 shs ($305K)
Type Security Shares Price Value
Sale Common Stock 15,000 $20.33 $305K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 6,326,190 shares (Direct); Common Stock — 400,000 shares (Indirect, By former spouse.)
Footnotes (4)
  1. F1. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2025.
  2. F2. The initial Form 4 inadvertently listed an incorrect number of shares sold. This amendment corrects the number of shares sold and the number of shares beneficially owned following the reported transactions.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.04 to $20.66 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
  4. F4. Pursuant to an agreement between the Reporting Person and his former spouse, the Reporting Person has sole voting control over the shares. The Reporting Person has no pecuniary interest in the shares.

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FAQ

What insider transaction did Matthew Ohayer report for Vital Farms (VITL)?
Matthew Ohayer reported selling 15,000 Vital Farms shares. The amended Form 4 shows an open-market sale of 15,000 shares of Vital Farms common stock on March 2, 2026, with details updated from an earlier, incorrect filing.

At what price did the Vital Farms (VITL) insider shares sell and how is it reported?
The 15,000 Vital Farms shares sold at a weighted average $20.33. The filing notes multiple trades between $20.04 and $20.66 per share, reported as a single weighted average price of $20.33 in the transaction table.

How many Vital Farms (VITL) shares does Matthew Ohayer hold after this sale?
Ohayer directly holds 6,326,190 Vital Farms shares after the sale. In addition, the filing reports 400,000 shares held indirectly through his former spouse, where he has voting control but no pecuniary interest under an existing agreement.

Was the Vital Farms (VITL) insider sale made under a Rule 10b5-1 plan?
Yes, the sale was executed under a Rule 10b5-1 plan. The footnotes state the transactions were made pursuant to a pre-arranged Rule 10b5-1 trading plan adopted by the reporting person, indicating the trades were scheduled in advance.

What does the amendment to the Vital Farms (VITL) Form 4 change?
The amendment corrects the number of shares sold and owned. It explains the initial Form 4 listed an incorrect sale amount, and this Form 4/A updates both the shares sold and the shares beneficially owned following the reported transactions.

How are the former spouse’s Vital Farms (VITL) shares treated in this filing?
400,000 shares are reported as indirectly held via a former spouse. The filing notes Ohayer has sole voting control over these shares but no pecuniary interest, reflecting a specific agreement governing rights to that indirect holding.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
OHAYER MATTHEW
(Last) (First) (Middle)
C/O VITAL FARMS, INC.
3601 SOUTH CONGRESS AVENUE, SUITE C100
(Street)
AUSTIN TX 78704
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vital Farms, Inc. [ VITL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/04/2026 		6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/02/2026 S(1) 15,000(2) D $20.33(3) 6,326,190 D
Common Stock 400,000 I By former spouse.(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2025.
2. The initial Form 4 inadvertently listed an incorrect number of shares sold. This amendment corrects the number of shares sold and the number of shares beneficially owned following the reported transactions.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.04 to $20.66 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
4. Pursuant to an agreement between the Reporting Person and his former spouse, the Reporting Person has sole voting control over the shares. The Reporting Person has no pecuniary interest in the shares.
/s/ Francis Cullo, Attorney-in-Fact 03/13/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR