Sprouts Farmers Market (NASDAQ: SFM) signs new 10-year KeHE distribution agreement

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. has entered into a new long-term distribution agreement with KeHE Distributors, LLC, its primary distributor of dry grocery and frozen food products. The new agreement, signed on September 3, 2025, has a ten-year term and replaces the prior distribution agreement dated July 18, 2018.

The contract covers key elements of Sprouts’ supply chain, including product pricing, service level arrangements, product management and distribution procedures, and other ordinary course operational terms governing KeHE’s distribution of products to Sprouts. The company plans to file a redacted version of the full agreement as an exhibit to its Form 10-Q for the quarter ending September 28, 2025.

Insights

Consumer retail & supply chain analyst

Sprouts secures 10-year deal with its primary grocery distributor.

Sprouts Farmers Market has signed a new ten-year distribution agreement with KeHE Distributors, covering dry grocery and frozen food products. This replaces a prior agreement from July 18, 2018, indicating a renewal of a key long-term supplier relationship rather than a change in counterparties.

The agreement addresses product pricing, service level arrangements, product management and distribution procedures, along with other operational terms. For a grocery retailer, this kind of contract underpins day-to-day store operations and product availability, but the excerpt does not quantify financial impact or changes versus the prior arrangement.

A redacted version of the agreement is expected to be filed with the Form 10-Q for the quarter ending September 28, 2025, which may provide more detail on terms and any notable differences from the earlier contract. Based on the available information, this appears to be an important but routine renewal of a core distribution relationship.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 3, 2025

Sprouts Farmers Market, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-36029			32-0331600
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

5455 E. High Street, Suite 111

Phoenix, Arizona 85054

(Address of principal executive offices and zip code)

(480) 814-8016

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value

SFM

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement.

On September 3, 2025, Sprouts Farmers Market, Inc. (the “Company”) entered into a Distribution Agreement (the “Agreement”) with KeHE Distributors, LLC (“KeHE”), the Company’s primary distributor of dry grocery and frozen food products. The Agreement has a ten-year term and replaces the Company’s prior distribution agreement dated July 18, 2018 with KeHE. The Agreement includes terms relating to KeHE’s distribution of products to the Company, including product pricing, service level arrangements, product management and distribution procedures, and other ordinary course operational terms governing the Company’s distribution relationship with KeHE. The foregoing is only a summary description of the terms of the Agreement, does not purport to be complete and is qualified in its entirety by reference to the Agreement, which will be filed in a redacted form as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 28, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SPROUTS FARMERS MARKET, INC.
Date: September 8, 2025			By:			/s/ Brandon F. Lombardi
			Name:			Brandon F. Lombardi
			Title:			Chief Legal Officer and Corporate Secretary

FAQ

What did Sprouts Farmers Market (SFM) disclose in this 8-K?

Sprouts Farmers Market disclosed that it entered into a new Distribution Agreement with KeHE Distributors, LLC, its primary distributor of dry grocery and frozen food products.

How long is the new KeHE distribution agreement for Sprouts Farmers Market (SFM)?

The new Distribution Agreement between Sprouts Farmers Market and KeHE Distributors has a ten-year term starting from September 3, 2025.

What agreement does the new KeHE contract replace for Sprouts (SFM)?

The new Distribution Agreement replaces Sprouts Farmers Market’s prior distribution agreement with KeHE dated July 18, 2018.

What areas are covered by the new Sprouts–KeHE distribution agreement?

The agreement covers product pricing, service level arrangements, product management, distribution procedures, and other ordinary course operational terms for KeHE’s distribution of products to Sprouts.

Will investors be able to review the full Sprouts–KeHE agreement?

Sprouts plans to file the Distribution Agreement in a redacted form as an exhibit to its Form 10-Q for the quarter ending September 28, 2025.

Does the filing indicate any change in Sprouts Farmers Market’s primary distributor?

No. The filing states that KeHE remains Sprouts Farmers Market’s primary distributor of dry grocery and frozen food products, with the new agreement replacing the prior one.