Vital Farms (VITL) insider sells 20K shares in 10b5-1 plan

Rhea-AI Filing Summary

Vital Farms, Inc. major stockholder Matthew Ohayer reported an open-market sale of 20,000 shares of common stock at a weighted-average price of $20.33 per share. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on March 14, 2025.

After this sale, Ohayer directly owned 6,321,190 common shares. The filing also notes indirect ownership of 400,000 shares held by a 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
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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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		S(1)		20,000	D	$20.33(2)	6,321,190	D
Common Stock								400,000	I	By former spouse.(3)

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 $20.04 to $20.66 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.

3. 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	03/04/2026
	** 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 did Matthew Ohayer report in this Vital Farms (VITL) Form 4?

Matthew Ohayer reported selling 20,000 Vital Farms common shares in an open-market transaction. The weighted-average sale price was $20.33 per share, and the trade was executed under a Rule 10b5-1 trading plan adopted on March 14, 2025, as disclosed in the filing.

How many Vital Farms (VITL) shares did Matthew Ohayer own after the reported sale?

After the sale, Matthew Ohayer directly owned 6,321,190 Vital Farms common shares. The Form 4 also shows 400,000 additional shares held indirectly by his former spouse, where he retains sole voting control but has no pecuniary interest, clarifying his economic exposure versus voting authority.

At what price were the Vital Farms (VITL) shares sold in this Form 4 filing?

The reported sale used a weighted-average price of $20.33 per share. Footnotes explain the 20,000 shares were sold in multiple trades, with individual prices ranging from $20.04 to $20.66, and detailed trade breakdowns are available upon request from the reporting person.

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

Yes. The Form 4 states the 20,000 Vital Farms shares were sold under a Rule 10b5-1 trading plan. That plan was adopted by Matthew Ohayer on March 14, 2025, indicating the transactions were pre-arranged rather than decided at the time of sale.

How are the 400,000 indirectly held Vital Farms (VITL) shares characterized?

The 400,000 indirectly held shares belong to Ohayer’s former spouse, according to the filing. He has sole voting control over these shares but no pecuniary interest, meaning he influences voting decisions while the former spouse retains the economic benefits associated with ownership.