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

Rhea-AI Filing Summary

Matthew Ohayer, Executive Chairperson, director and 10% owner of Vital Farms, Inc. (VITL), reported planned sales under a Rule 10b5-1 trading plan adopted on March 14, 2025. The Form 4 shows two scheduled sales: 5,000 shares sold on 08/07/2025 at a weighted-average price of $40.31, and 5,000 shares sold on 08/08/2025 at $45.25.

After these reported transactions the filing lists 6,832,070 shares beneficially owned directly by the reporting person. The filing also discloses 716,000 shares held indirectly 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 08/11/2025.

Positive

• Trades executed under a Rule 10b5-1 plan, indicating pre-planned and compliant insider sales (plan adopted 03/14/2025).
• Significant retained ownership: the reporting person still directly beneficially owns 6,832,070 shares after the reported sales.

Negative

• Indirect holdings of 716,000 shares are held by a former spouse; the reporting person has sole voting control but no pecuniary interest, which creates a separation between voting power and economic interest.

Insights

Securities Analyst

Insider sales were executed under a pre-established 10b5-1 plan; ownership remains substantial and the trades appear routine.

The reporting person sold a total of 10,000 shares in two transactions on 08/07/2025 and 08/08/2025 at weighted prices of $40.31 and $45.25, respectively, under a 10b5-1 plan adopted 03/14/2025. Following the sales the direct beneficial ownership remains at 6,832,070 shares, indicating the sales did not materially reduce the reporting person's economic stake. For investors, these transactions document routine liquidity under an established plan rather than an ad hoc disposition.

Corporate Governance Expert

Use of a 10b5-1 plan and retained voting control over indirect holdings are governance-relevant but not immediately material.

The Form 4 discloses that the salesperson adopted a Rule 10b5-1 trading plan on 03/14/2025, which provides an affirmative defense to insider trading claims for scheduled trades. The filing also notes 716,000 shares indirectly held by a former spouse, where the reporting person retains sole voting control but no pecuniary interest. That split between voting and economic interest is important for governance transparency; it clarifies voting power but does not by itself reveal economic alignment with other shareholders.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		S(1)		5,000	D	$40.31(2)	6,837,070	D
Common Stock	08/08/2025		S(1)		5,000	D	$45.25	6,832,070	D
Common Stock								716,000	I	By former spouse.(3)

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 $40.25 to $40.40 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 range set forth in this footnote.

3. 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	08/11/2025
	** 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 insider transactions did Vital Farms (VITL) report on this Form 4?

The Form 4 reports that Executive Chairperson Matthew Ohayer sold 5,000 shares on 08/07/2025 (weighted-average price $40.31) and 5,000 shares on 08/08/2025 (price $45.25), totaling 10,000 shares.

Were the sales by the VITL reporting person part of a trading plan?

Yes. The sales were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/14/2025.

How many Vital Farms shares does the reporting person own after these transactions?

Following the reported transactions the filing shows the reporting person directly beneficially owns 6,832,070 shares.

Is there any indirect ownership disclosed in the VITL Form 4?

Yes. The filing discloses 716,000 shares held indirectly by a former spouse, over which the reporting person has sole voting control but no pecuniary interest.

Who signed the Form 4 for the reporting person?

The Form 4 was signed on behalf of the reporting person by Francis Cullo, Attorney-in-Fact on 08/11/2025.