Vital Farms Exec Chairperson disposes 100k shares, maintains voting control over 7.2M

Rhea-AI Filing Summary

Vital Farms insider Matthew Ohayer reported a sale of Common Stock on 09/04/2025. The filing shows 100,000 shares were sold at a weighted-average price of $50.96, with individual trade prices ranging from $50.75 to $51.21. After the reported disposition the filing shows Mr. Ohayer beneficially owns 6,482,070 shares directly and an additional 716,000 shares indirectly (held by his former spouse), over which he has sole voting control but no pecuniary interest. The Form 4 was signed by an attorney-in-fact on 09/08/2025 and includes an undertaking to provide trade-by-trade price details on request.

Positive

• Significant retained ownership: Reporting person continues to beneficially own 6,482,070 shares directly and retains voting control over 716,000 shares indirectly.
• Transparent disclosure: Filing provides a weighted-average sale price and offers to supply detailed per-trade prices on request.

Negative

• Insider disposition: The reporting person sold 100,000 shares, reducing direct holdings.
• No pecuniary interest in indirectly held shares: The 716,000 shares are controlled for voting but the filer reports no economic interest in them.

Insights

Securities Analyst

TL;DR: Insider sold a small portion of holdings yet retains substantial direct voting ownership.

The reported sale of 100,000 shares at a weighted-average price of $50.96 is a clear, routine disposition filed under Section 16. Materiality appears limited: the filer still reports 6,482,070 shares directly and voting control over an additional 716,000 shares held by a former spouse. The disclosure notes no pecuniary interest in the indirectly held shares, which matters for economic exposure analysis. The filing includes a customary offer to provide per-trade pricing within the reported range.

Corporate Governance Expert

TL;DR: Transaction is routine for an officer/director; governance impact is minimal based on retained voting control.

The Form 4 documents a sale by an Executive Chairperson who remains a major beneficial holder and retains sole voting control over additional shares held by a former spouse. That separation of voting and pecuniary interest is disclosed, which is important for assessing alignment with other shareholders. There is no indication of change in control, pledge, or transfer that would materially change governance dynamics.

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).

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)
09/04/2025

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	09/04/2025		S		100,000	D	$50.96(1)	6,482,070	D
Common Stock								716,000	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.75 to $51.21 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.

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	09/08/2025
	** 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 a sale of 100,000 shares of Vital Farms common stock on 09/04/2025 at a weighted-average price of $50.96.

How many Vital Farms shares does Matthew Ohayer beneficially own after the transaction?

The filing shows Mr. Ohayer beneficially owns 6,482,070 shares directly following the reported transaction.

Does Matthew Ohayer have indirect ownership in additional VITL shares?

Yes. The filing discloses 716,000 shares indirectly owned by a former spouse; Mr. Ohayer has sole voting control but reports no pecuniary interest.

What price range were the sold shares executed at?

The shares were sold in multiple transactions at prices ranging from $50.75 to $51.21, with a reported weighted-average of $50.96.

When was the Form 4 signed and filed?

The Form 4 bears a signature by an attorney-in-fact on 09/08/2025.