[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 a sale of 4,200 shares of common stock on 08/21/2025 at $50.25 per share executed under a Rule 10b5-1 trading plan adopted March 14, 2025. Following the reported sale, Mr. Ohayer directly beneficially owns 6,827,070 shares. He is also recorded as having 716,000 shares of indirect beneficial ownership held by a former spouse, over which he has sole voting control but no pecuniary interest per the filing. The Form 4 was signed by an attorney-in-fact on 08/25/2025.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-planned disposition
• Clear disclosure of voting control over indirect shares held by former spouse

Negative

• Indirect ownership of 716,000 shares by a former spouse with sole voting control could complicate governance analysis
• Sale reduces direct holdings (4,200 shares disposed) though remaining direct stake is large

Insights

Securities Analyst

TL;DR: Routine insider sale under an established 10b5-1 plan; transaction is transparent and does not indicate diminished voting control.

The reported sale of 4,200 shares at $50.25 was executed under a pre-existing Rule 10b5-1 plan, which typically signals pre-planned disposition rather than opportunistic timing. After the transaction, the reporting person retains substantial direct ownership (6.8 million shares), indicating continued alignment with shareholders. The filing discloses an indirect block of 716,000 shares held by a former spouse where the reporting person retains sole voting control but no pecuniary interest; this distinction is material for control and governance analyses.

Corporate Governance Expert

TL;DR: Governance disclosure is clear; voting control despite no pecuniary interest may affect control metrics but is properly disclosed.

The Form 4 clearly states the nature of indirect ownership and voting authority, which is important for assessing board influence and shareholder rights. The sale conducted via a 10b5-1 plan and the continuing large direct stake reduce immediate governance concerns. Investors should note the separation between pecuniary interest and voting control disclosed in the filing when evaluating control 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).

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)
08/21/2025

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	08/21/2025		S(1)		4,200	D	$50.25	6,827,070	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. 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	08/25/2025
	** 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 Matthew Ohayer report in the Form 4 for VITL?

The filing reports a sale of 4,200 shares of Vital Farms common stock on 08/21/2025 at $50.25 per share executed under a Rule 10b5-1 trading plan.

How many Vital Farms (VITL) shares does the reporting person own after the sale?

After the reported transaction, the reporting person directly beneficially owns 6,827,070 shares.

What is the nature of the indirect ownership disclosed in the VITL Form 4?

The filing shows 716,000 shares held by a former spouse; the reporting person has sole voting control but no pecuniary interest in those shares.

Was the sale part of a pre-existing trading plan?

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

When was the Form 4 signed and filed?

The Form 4 bears a signature by an attorney-in-fact dated 08/25/2025.