VITL insider disposes 35,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Matthew Ohayer, Executive Chairperson, Director and 10% owner of Vital Farms, Inc. (VITL), reported multiple open-market sales of common stock on 10/01/2025 completed under a Rule 10b5-1 trading plan adopted on March 14, 2025. The filing shows three sales: 600 shares at $38.17, 23,536 shares at a weighted average of $39.98, and 10,864 shares at a weighted average of $40.63, for a total of 35,000 shares sold. Following these transactions, the reporting person’s direct beneficial ownership is reported as 6,447,070 shares. The filing also discloses 716,000 shares held by a former spouse over which the reporting person has sole voting control but no pecuniary interest. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

• Sales executed under a Rule 10b5-1 plan adopted on March 14, 2025, which documents preplanned trading
• Voting control retained over 716,000 shares held by a former spouse despite no pecuniary interest

Negative

• 35,000 total shares sold on 10/01/2025, reducing direct beneficial ownership to 6,447,070 shares
• Multiple transactions at prices between $39.38 and $40.91 indicate partial exits across price ranges

Insights

Corporate Governance Expert

Insider sold 35,000 shares under a pre-established 10b5-1 plan; voting control retained over 716,000 shares.

The trades on 10/01/2025 were executed through a Rule 10b5-1 trading plan adopted on March 14, 2025, which indicates pre-planned disposition rather than opportunistic timing by the insider.

After the disposals the reporting person retains 6,447,070 shares directly and maintains sole voting control over an additional 716,000 shares held by a former spouse; the filing states the reporting person has no pecuniary interest in those indirectly held shares.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	EXECUTIVE CHAIRPERSON

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	10/01/2025		S(1)		600	D	$38.17	6,481,470	D
Common Stock	10/01/2025		S(1)		23,536	D	$39.98(2)	6,457,934	D
Common Stock	10/01/2025		S(1)		10,864	D	$40.63(3)	6,447,070	D
Common Stock								716,000	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.38 to $40.37 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 footnotes (2) and (3).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.38 to $40.91 inclusive.

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	10/03/2025
	** 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.

FAQ

What did Vital Farms insider Matthew Ohayer report on Form 4 (VITL)?

The Form 4 reports that Matthew Ohayer sold a total of 35,000 shares on 10/01/2025 under a Rule 10b5-1 plan and now directly beneficially owns 6,447,070 shares.

Were the sales by the Vital Farms insider part of a planned trading program?

Yes. The sales were made pursuant to a Rule 10b5-1 trading plan adopted on March 14, 2025.

How many shares does Matthew Ohayer control indirectly?

The filing discloses 716,000 shares held by a former spouse for which Mr. Ohayer has sole voting control but no pecuniary interest.

What prices were the sold shares transacted at?

The filing reports sales at weighted averages of $38.17, $39.98 (range $39.38–$40.37), and $40.63 (range $40.38–$40.91).

When was the Form 4 signed?

The Form 4 was signed by an attorney-in-fact on 10/03/2025.