[Form 4] Vital Farms, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Matthew Ohayer, Executive Chairperson, Director and reported 10% owner of Vital Farms, Inc. (VITL), disclosed multiple sales of Common Stock. On 08/29/2025 he sold 100,000 shares at a weighted average price of $51.13, leaving 6,727,070 shares beneficially owned. On 09/02/2025 he sold 100,000 shares at $51.98 and additional lots of 20,559 and 24,441 shares at weighted prices of $51.52 and $52.39 respectively, with reported post-sale ownership levels of 6,627,070, 6,606,511 and 6,582,070 shares. An indirect holding of 716,000 shares is reported as held by a former spouse over which he has sole voting control but no pecuniary interest. Some September sales were made pursuant to a Rule 10b5-1 plan adopted March 14, 2025. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Transparency on execution: Filing discloses weighted-average prices and ranges for each multi-trade lot and commits to provide detailed breakdowns on request
• Use of Rule 10b5-1 plan: Some sales were made pursuant to a documented 10b5-1 trading plan adopted March 14, 2025

Negative

• Significant insider sales: Multiple sizable dispositions (several lots of 100,000 shares and other tens-of-thousands lots) were reported within a short period
• Indirect holdings complexity: 716,000 shares held by a former spouse with sole voting control but no pecuniary interest may complicate assessments of economic ownership

Insights

Securities Analyst

TL;DR Insider sold multiple blocks of VITL shares in late August and early September under a 10b5-1 plan.

The reported transactions show systematic dispositions: 100,000 shares on 08/29/2025 and several sales on 09/02/2025 with weighted average prices between $50.99 and $52.75 across lots. Post-transaction beneficial ownership figures are provided for each line item. The filing discloses that some sales were executed under a Rule 10b5-1 plan adopted March 14, 2025, which documents prearranged trading. The report also clarifies an indirect position of 716,000 shares held by a former spouse with sole voting control but no pecuniary interest, which affects voting calculations but not claimed economic ownership by the reporting person.

Corporate Governance Expert

TL;DR Disclosures are specific: multiple open-market sales, 10b5-1 plan usage, and an indirect spouse-held block with sole voting control.

The Form 4 identifies the reporting person as Executive Chairperson and 10% owner and provides weighted-average sale prices and remaining beneficial ownership after each transaction. The filing includes the required Rule 10b5-1 notice and an explanation of the indirect holdings and voting control arrangement with a former spouse. The signature by an attorney-in-fact is properly noted. The disclosure appears to meet Form 4 content requirements by stating transaction dates, codes, amounts, and explanatory footnotes.

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)
08/29/2025

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	08/29/2025		S		100,000	D	$51.13(1)	6,727,070	D
Common Stock	09/02/2025		S		100,000	D	$51.98(2)	6,627,070	D
Common Stock	09/02/2025		S(3)		20,559	D	$51.52(4)	6,606,511	D
Common Stock	09/02/2025		S(3)		24,441	D	$52.39(5)	6,582,070	D
Common Stock								716,000	I	By former spouse.(6)

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.99 to $51.30 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 (1), (2), (4) and (5).

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.57 to $52.55 inclusive.

3. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.99 to $51.98 inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.99 to $52.75 inclusive.

6. 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	09/03/2025
	** 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

Who filed the Form 4 for VITL and what is their role?

The reporting person is Matthew Ohayer, identified as Executive Chairperson, Director and a 10% owner of Vital Farms, Inc.

What shares were sold according to the Form 4?

Sales include 100,000 shares on 08/29/2025 at a weighted average $51.13 and multiple sales on 09/02/2025 including 100,000, 20,559 and 24,441 shares at weighted average prices noted in the filing.

Were any sales executed under a 10b5-1 trading plan?

Yes. The filing states that certain September sales were executed pursuant to a Rule 10b5-1 plan adopted March 14, 2025.

What is the reported beneficial ownership after the transactions?

Post-transaction beneficial ownership figures reported are 6,727,070, 6,627,070, 6,606,511 and 6,582,070 shares for the respective transaction lines.

Is there any indirect ownership disclosed?

Yes. The filing reports 716,000 shares indirectly held by a former spouse, over which the reporting person has sole voting control but no pecuniary interest.