Vital Farms (VITL) executive chair O'Hayer sells 20,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Vital Farms, Inc. executive chair and director Matthew O'Hayer reported selling a total of 20,000 shares of Vital Farms common stock on February 2, 2026 under a pre-set Rule 10b5-1 trading plan adopted on March 14, 2025.

The shares were sold in two transactions: 18,400 shares at a weighted average price of $27.87, and 1,600 shares at a weighted average price of $28.33, with actual trade prices ranging from $27.29 to $28.41. After these sales, he beneficially owned 6,341,190 shares directly, and an additional 400,000 shares are held by his former spouse, over which he has sole voting control but no pecuniary interest.

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)
02/02/2026

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	02/02/2026		S(1)		18,400	D	$27.87(2)	6,342,790	D
Common Stock	02/02/2026		S(1)		1,600	D	$28.33(3)	6,341,190	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.29 to $28.27 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 $28.30 to 28.41 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	02/04/2026
	** 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.

FAQ

What insider transaction did Vital Farms (VITL) report for Matthew O'Hayer?

Matthew O'Hayer reported selling 20,000 Vital Farms common shares on February 2, 2026. The sales, executed in two trades, were made under a pre-established Rule 10b5-1 trading plan adopted on March 14, 2025, indicating a pre-planned, automated selling program.

At what prices did Matthew O'Hayer sell Vital Farms (VITL) shares?

O'Hayer sold 18,400 shares at a weighted average price of $27.87 and 1,600 shares at a weighted average price of $28.33. Individual trades occurred in ranges from $27.29 to $28.27 and from $28.30 to $28.41, respectively, across multiple executions.

How many Vital Farms (VITL) shares does Matthew O'Hayer own after this Form 4?

After the reported transactions, O'Hayer beneficially owned 6,341,190 Vital Farms common shares directly. In addition, 400,000 shares are held by his former spouse, over which he has sole voting control but no pecuniary interest, reflecting indirect beneficial ownership without economic rights.

What is the significance of the Rule 10b5-1 plan in this Vital Farms (VITL) filing?

The filing states these sales were made under a Rule 10b5-1 plan adopted on March 14, 2025. Such plans allow insiders to pre-schedule trades when not in possession of material nonpublic information, providing a structured framework for selling shares over time.

How are the 400,000 Vital Farms (VITL) shares held by O'Hayer’s former spouse treated?

The 400,000 shares are held by O'Hayer’s former spouse but he has sole voting control under an agreement. The filing clarifies he has no pecuniary interest in these shares, meaning he does not share in their economic benefits despite his voting authority.

What insider roles does Matthew O'Hayer hold at Vital Farms (VITL)?

O'Hayer is identified as a director, executive chairperson, and a 10% owner of Vital Farms. These roles classify him as a significant insider, requiring detailed reporting of his transactions in the company’s stock under Section 16 of U.S. securities laws.