VITL Form 4: Matthew Ohayer Disposes 800 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Vital Farms insider sale: Executive Chairperson and director Matthew Ohayer sold 800 shares on 08/19/2025 under a pre-established Rule 10b5-1 plan. The reported weighted-average sale price was $50.31, with individual trade prices ranging from $50.27 to $50.35. After the disposition the filing shows Mr. Ohayer directly beneficially owns 6,831,270 shares and is reported as the indirect beneficial owner of 716,000 shares 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 08/21/2025 and discloses the plan adoption date of March 14, 2025.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-authorization and reducing concerns about opportunistic timing
• Complete disclosure of voting and pecuniary interests regarding shares held by former spouse, improving transparency

Negative

• Insider sale reported, which some investors may view negatively despite its small size relative to total holdings

Insights

Securities Analyst

TL;DR: Small, pre-planned sale under a 10b5-1 plan; minimal economic impact relative to holdings.

The 800-share sale executed under a March 14, 2025 Rule 10b5-1 trading plan indicates the transaction was pre-authorized, reducing concerns about contemporaneous insider information influencing timing. The weighted-average price of $50.31 and narrow price range show orderly execution. Given reported direct holdings of 6,831,270 shares, this disposition represents an immaterial percentage of total beneficial ownership and is unlikely to affect company valuation or signal a change in insider sentiment.

Corporate Governance Expert

TL;DR: Disclosure is complete and follows best practice by citing the 10b5-1 plan and spouse arrangement.

The Form 4 provides required details: transaction code, plan adoption date, price range, and an explanation of indirect ownership through a former spouse with sole voting but no pecuniary interest. This transparency supports good governance standards. The filing was executed by an attorney-in-fact and includes the explanatory footnotes necessary for investors to understand voting versus economic interests.

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)
08/19/2025

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	08/19/2025		S(1)		800	D	$50.31(2)	6,831,270	D
Common Stock								716,000	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 $50.27 to $50.35 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 range 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	08/21/2025
	** 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 on the Form 4 for VITL?

The filing reports that Matthew Ohayer sold 800 shares of Vital Farms on 08/19/2025 under a Rule 10b5-1 plan.

At what price were the VITL shares sold by the reporting person?

The weighted-average price reported was $50.31, with individual trade prices ranging from $50.27 to $50.35.

How many Vital Farms shares does the reporting person beneficially own after the transaction?

The Form 4 reports 6,831,270 shares beneficially owned directly following the reported sale.

Does the reporting person have any indirect ownership reported?

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

When was the 10b5-1 plan adopted for these trades?

The explanatory footnote states the Rule 10b5-1 trading plan was adopted on March 14, 2025.