VITL executive chair & 10% owner reports planned share sales

Rhea-AI Filing Summary

Vital Farms (VITL) — insider stock transactions disclosed. A director, executive chairperson, and 10% owner reported open‑market sales made under a Rule 10b5‑1 trading plan adopted on March 14, 2025.

On 11/03/2025, the Reporting Person sold 21,408 shares at a weighted average price of $31.85, with individual trades ranging from $31.28 to $32.27, and 3,592 shares at a weighted average price of $32.35, with trades from $32.28 to $32.54. On 11/04/2025, 5,000 shares were sold at a weighted average price of $37.78, with trades from $37.01 to $38.00.

Following these transactions, the Reporting Person beneficially owned 6,417,070 shares directly. In addition, 716,000 shares are reported indirectly by a former spouse; per the disclosure, the Reporting Person has sole voting control over these shares and no pecuniary interest.

Insights

Governance & Insider Trading Analyst

Planned insider sales under 10b5‑1; large holdings remain.

The filing lists pre‑planned sales by a Vital Farms insider under a Rule 10b5‑1 plan adopted on March 14, 2025. Reported trades occurred on November 3–4, 2025 across multiple executions, with weighted average prices of $31.85, $32.35, and $37.78.

After these sales, direct beneficial ownership is disclosed at 6,417,070 shares, and 716,000 shares are reported indirectly by a former spouse, with sole voting control and no pecuniary interest. The administrative nature of a Form 4 and the presence of a 10b5‑1 plan suggest routine activity rather than a change in company outlook.

Actual trading impact depends on market liquidity and the holder’s future plan executions; the document does not specify future sale amounts or timing beyond these disclosed trades.

Insider Trade Summary

Net Seller: 30,000 shares ($986,946)

Net Sell 4 txns

Insider OHAYER MATTHEW

Role EXECUTIVE CHAIRPERSON

Sold 30,000 shs ($987K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,000	$37.78	$189K
Sale	Common Stock	21,408	$31.85	$682K
Sale	Common Stock	3,592	$32.35	$116K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 6,417,070 shares (Direct); Common Stock — 716,000 shares (Indirect, By former spouse.)

Footnotes (1)

1. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.28 to $32.27 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 footnotes (2) and (4). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.28 to $32.54 inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.01 to $38.00 inclusive. 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).

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)
11/03/2025

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	11/03/2025		S(1)		21,408	D	$31.85(2)	6,425,662	D
Common Stock	11/03/2025		S(1)		3,592	D	$32.35(3)	6,422,070	D
Common Stock	11/04/2025		S(1)		5,000	D	$37.78(4)	6,417,070	D
Common Stock								716,000	I	By former spouse.(5)

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 $31.28 to $32.27 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 footnotes (2) and (4).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.28 to $32.54 inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.01 to $38.00 inclusive.

5. 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	11/05/2025
	** 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 activity did Vital Farms (VITL) disclose?

A director, executive chairperson, and 10% owner reported open‑market sales made under a Rule 10b5‑1 plan adopted on March 14, 2025.

How many VITL shares were sold and at what prices?

On 11/03/2025, 21,408 shares at a $31.85 weighted average and 3,592 shares at $32.35; on 11/04/2025, 5,000 shares at $37.78.

What price ranges were involved in the Vital Farms sales?

Trades ranged from $31.28–$32.27, $32.28–$32.54, and $37.01–$38.00, as disclosed.

How many VITL shares does the insider still own after the transactions?

Direct beneficial ownership stands at 6,417,070 shares following the reported transactions.

What are the details of the indirect VITL holdings reported?

716,000 shares are reported indirectly by a former spouse; the insider has sole voting control and no pecuniary interest.

Were these VITL sales made under a pre‑arranged plan?

Yes. The sales were made pursuant to a Rule 10b5‑1 trading plan adopted on March 14, 2025.