Vital Farms (VITL) insider reports 5,000-share sale under Rule 10b5-1 plan

Rhea-AI Filing Summary

Vital Farms, Inc. insider filings show that an executive sold a small portion of their holdings. On December 15, 2025, a reporting person who is a director, 10% owner, and executive chairperson sold 5,000 shares of common stock at $35.25 per share in an open market sale coded "S".

After this trade, the reporting person beneficially owned 6,386,190 shares directly. An additional 400,000 shares are held indirectly by a former spouse under an agreement where the reporting person has sole voting control but no pecuniary interest. The sale was made under a Rule 10b5-1 trading plan that was adopted on March 14, 2025.

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
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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).

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)
12/15/2025

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	12/15/2025		S(1)		5,000	D	$35.25	6,386,190	D
Common Stock								400,000	I	By former spouse.(2)

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. 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	12/17/2025
	** 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 transaction did Vital Farms (VITL) report in this Form 4?

The filing reports that a director, 10% owner, and executive chairperson of Vital Farms, Inc. sold 5,000 shares of common stock on December 15, 2025 in a transaction coded "S" (sale).

At what price were the Vital Farms (VITL) shares sold in the reported transaction?

The 5,000 shares of Vital Farms common stock were sold at a price of $35.25 per share.

How many Vital Farms (VITL) shares does the insider own after the reported sale?

Following the sale, the reporting person beneficially owned 6,386,190 shares of Vital Farms common stock directly and 400,000 shares indirectly through a former spouse.

Was the Vital Farms (VITL) insider sale made under a Rule 10b5-1 trading plan?

Yes. The explanation notes that the sales were made under a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.

What is the nature of the indirect ownership reported for Vital Farms (VITL) shares?

The filing states that 400,000 shares are indirectly owned "by former spouse". Under an agreement, the reporting person has sole voting control over these shares but no pecuniary interest in them.

Does this Vital Farms (VITL) Form 4 report any derivative securities transactions?

No derivative securities transactions are reported in Table II; only common stock transactions and holdings are shown.