Vital Farms (VITL) major holder awarded 5,530 RSUs for prior service

Rhea-AI Filing Summary

OHAYER MATTHEW reported acquisition or exercise transactions in this Form 4 filing.

Vital Farms, Inc. insider Matthew Ohayer reported an award of 5,530 restricted stock units of common stock. These RSUs vest on March 5, 2027, subject to his continuous service with Vital Farms through the vesting date.

The RSU award had been previously approved by the board of directors for services provided before his retirement. Ohayer now serves as a non-employee advisor under a resignation agreement. Following the RSU award, he directly holds 6,326,720 common shares. An additional 400,000 shares are held indirectly by a former spouse; he has sole voting control over those shares 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
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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).

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		5,530(1)	A	$0	6,326,720	D
Common Stock								400,000	I(2)	By former spouse.

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. Represents a restricted stock unit ("RSU") award. The RSUs vest on March 5, 2027, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date. The RSU award was previously approved by the Issuer's board of directors for services provided by the Reporting Person prior to the Reporting Person's retirement from the Issuer. The Reporting Person continues to serve as a non-employee advisor to the Issuer, pursuant to a resignation agreement between Reporting Person and the Issuer.

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	03/06/2026
	** 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 Matthew Ohayer report at Vital Farms (VITL)?

Matthew Ohayer reported receiving 5,530 restricted stock units of Vital Farms common stock. The award carries a zero purchase price and reflects a grant or award acquisition, rather than an open-market share purchase, according to the Form 4 transaction coding and description.

When do Matthew Ohayer’s new Vital Farms RSUs vest?

The 5,530 restricted stock units granted to Matthew Ohayer vest on March 5, 2027. Vesting requires his continuous service with Vital Farms through that date, as outlined in the award terms referenced in the Form 4 footnotes.

Why did Vital Farms grant 5,530 RSUs to Matthew Ohayer?

The RSU award was previously approved by Vital Farms’ board of directors for services Ohayer provided before his retirement. He currently continues as a non-employee advisor under a resignation agreement, and the RSUs compensate past contributions rather than new cash investment.

How many Vital Farms shares does Matthew Ohayer hold after this transaction?

Following the RSU grant, Matthew Ohayer directly owns 6,326,720 shares of Vital Farms common stock. This figure reflects his direct ownership position reported on the Form 4 after the grant/award acquisition transaction dated March 5, 2026.

What is the nature of the 400,000 Vital Farms shares held by Matthew Ohayer’s former spouse?

An additional 400,000 Vital Farms shares are reported as indirectly owned, held by Ohayer’s former spouse. Under their agreement, he has sole voting control over these shares but no pecuniary interest, meaning he does not benefit economically from those shares.

Did Matthew Ohayer buy or sell Vital Farms shares on the open market?

No open-market buys or sells were reported in this Form 4. The filing shows a grant or award acquisition of 5,530 restricted stock units, with no corresponding sale transactions, and one holding line related to shares held by a former spouse.