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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 6)
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Vital Farms, Inc. (Name of Issuer) |
Common Stock, $0.0001 Par Value (Title of Class of Securities) |
92847W103 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 92847W103 |
| 1 | Names of Reporting Persons
Matthew O'Hayer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,185,282.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Each of the following are calculated as of September 30, 2025.
Rows 5 and 9 consist of (i) 6,478,457 shares of the Issuer's common stock held directly by the Reporting Person; (ii) 400,000 shares held by Catherine Stewart over which the Reporting Person has sole voting control pursuant to a voting agreement between Catherine Stewart and the Reporting Person, which number of shares is estimated herein to the best of the Reporting Person's knowledge as of the date of this report; (iii) 303,212 shares of common stock underlying options that are immediately exercisable or will be exercisable within 60 days of September 30, 2025; and (iv) 3,613 shares of common stock underlying restricted stock units that will be exercisable within 60 days of September 30, 2025.
Row 7 consists of (i) 6,478,457 shares of the Issuer's common stock held directly by the Reporting Person; (ii) 303,212 shares of common stock underlying options that are immediately exercisable or will be exercisable within 60 days of September 30, 2025; and (iii) 3,613 shares of common stock underlying restricted stock units that will be exercisable within 60 days of September 30, 2025.
Percentage in Row 11 is calculated based upon 44,774,520 outstanding shares of the Issuer's common stock, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 28, 2025 (Commission File No. 001-39411) filed with the Securities and Exchange Commission on November 4, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Vital Farms, Inc. | |
| (b) | Address of issuer's principal executive offices:
3601 South Congress Avenue, Suite C100, Austin, Texas 78704 | |
| Item 2. | ||
| (a) | Name of person filing:
Matthew O'Hayer | |
| (b) | Address or principal business office or, if none, residence:
c/o Vital Farms, Inc., 3601 South Congress Avenue, Suite C100, Austin, Texas 78704 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
Common Stock, $0.0001 Par Value | |
| (e) | CUSIP No.:
92847W103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for the Reporting Person.
Rows 5 and 9 consist of (i) 6,478,457 shares of the Issuer's common stock held directly by the Reporting Person; (ii) 400,000 shares held by Catherine Stewart over which the Reporting Person has sole voting control pursuant to a voting agreement between Catherine Stewart and the Reporting Person, which number of shares is estimated herein to the best of the Reporting Person's knowledge as of the date of this report; (iii) 303,212 shares of common stock underlying options that are immediately exercisable or will be exercisable within 60 days of September 30, 2025; and (iv) 3,613 shares of common stock underlying restricted stock units that will be exercisable within 60 days of September 30, 2025. | |
| (b) | Percent of class:
16.05 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for the Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for the Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for the Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for the Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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