Vital Farms Form 4: Executive Chair updates 6.4M share stake

Rhea-AI Filing Summary

Vital Farms, Inc. (VITL) reported an insider transaction by its executive chairperson, who is also a director and 10% owner. On 11/24/2025, 880 shares of common stock were surrendered to Vital Farms at a price of $30.67 per share to satisfy withholding tax obligations, which is a non-market transaction typically linked to equity compensation.

After this transaction, the reporting person beneficially owned 6,416,190 shares of Vital Farms common stock directly. An additional 400,000 shares are held indirectly through a former spouse under an agreement that gives the reporting person sole voting control but no pecuniary interest in those shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider OHAYER MATTHEW

Role EXECUTIVE CHAIRPERSON

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	880	$30.67	$27K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 6,416,190 shares (Direct); Common Stock — 400,000 shares (Indirect, By former spouse.)

Footnotes (1)

1. Shares withheld by the Issuer to satisfy withholding tax obligation. 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.

Form 4 Insider Transactions: What Each Field Means →

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)
11/24/2025

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	11/24/2025		F(1)		880	D	$30.67	6,416,190	D
Common Stock								400,000	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. Shares withheld by the Issuer to satisfy withholding tax obligation.

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	11/26/2025
	** 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 insider transaction did Vital Farms (VITL) report on this Form 4?

The executive chairperson of Vital Farms (VITL) reported the surrender of 880 shares of common stock on 11/24/2025 to the company to cover tax withholding obligations.

At what price were the Vital Farms (VITL) shares withheld for taxes?

The 880 Vital Farms common shares were withheld at a price of $30.67 per share to satisfy the insider's withholding tax obligation.

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

Following the reported transaction, the insider beneficially owns 6,416,190 Vital Farms common shares directly, plus an additional 400,000 shares held indirectly through a former spouse.

What is the nature of the indirect ownership reported for Vital Farms (VITL) shares?

The indirect holding of 400,000 Vital Farms shares is through the insider's former spouse. The insider has sole voting control over these shares but no pecuniary interest in them.

What does transaction code "F" mean in this Vital Farms (VITL) Form 4?

Transaction code "F" indicates that shares were withheld by the issuer to satisfy the insider's tax withholding obligation, rather than being bought or sold on the open market.

What roles does the reporting person hold at Vital Farms (VITL)?

The reporting person is a director, a 10% owner, and serves as Executive Chairperson of Vital Farms, Inc.