Tax-driven stock sales by Sprouts Farmers Market (NASDAQ: SFM) legal chief

Rhea-AI Filing Summary

Sprouts Farmers Market Chief Legal Officer Brandon F. Lombardi reported broker-assisted sales of 12,503 shares of common stock in three open-market transactions at prices from $81.50 to $84.21 per share. According to the disclosure, these sales were mandated to cover withholding taxes owed upon the vesting of restricted stock units and did not represent discretionary trading decisions.

Following these transactions, Lombardi holds 7,504 restricted stock units, each convertible into one share of common stock upon vesting. The RSUs are scheduled to vest in tranches between March 19, 2026 and March 12, 2029, contingent on continued employment through each vesting date.

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

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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^*

Lombardi Brandon F.

(Last) (First) (Middle)

5455 EAST HIGH STREET

SUITE 111

(Street)

PHOENIX ARIZONA 85054

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Sprouts Farmers Market, Inc. [ SFM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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, par value $0.001 per share	03/18/2026		S(1)		538	D	$83.4951	19,469	D
Common Stock, par value $0.001 per share	03/18/2026		S		11,207	D	$81.5	8,262	D
Common Stock, par value $0.001 per share	03/19/2026		S		758	D	$84.21	7,504(2)	D

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. This transaction was a broker-assisted sale of shares of common stock to satisfy the withholding tax liability incurred upon the vesting of restricted stock units, as mandated by the Issuer's election under its equity incentive plan documents, and does not represent a discretionary trade by the reporting person.

2. Includes 7,504 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,406 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 1,545 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 4,553 restricted stock units will vest evenly over three years on March 12, 2027, March 12, 2028 and March 12, 2029. All such vests assume continued employment through the applicable vest date.

Remarks:

	/s/ Brandon F. Lombardi	03/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did SFM Chief Legal Officer Brandon Lombardi report?

Brandon Lombardi reported broker-assisted sales of 12,503 SFM shares in three open-market transactions. The sales were made to cover withholding taxes due on vesting restricted stock units, rather than as discretionary trades in Sprouts Farmers Market stock.

At what prices were the Sprouts Farmers Market (SFM) shares sold?

The reported SFM share sales occurred at prices between $81.50 and $84.21 per share. These were broker-assisted transactions executed to satisfy tax obligations arising from restricted stock unit vesting, rather than elective open-market sales by the executive.

Why did the SFM Chief Legal Officer sell 12,503 shares of company stock?

The 12,503 SFM shares were sold to satisfy withholding tax liabilities tied to vesting restricted stock units. The company’s equity plan required these broker-assisted sales, and the filing states they did not represent discretionary trading decisions by Brandon Lombardi.

How many Sprouts Farmers Market RSUs does Brandon Lombardi still hold after these sales?

After the tax-related sales, Brandon Lombardi holds 7,504 restricted stock units in Sprouts Farmers Market. Each RSU represents one future share, vesting in scheduled tranches from March 19, 2026 through March 12, 2029, assuming continued employment.

What is the vesting schedule for Brandon Lombardi’s remaining SFM restricted stock units?

The filing states that 1,406 RSUs vest evenly on March 19, 2026 and March 19, 2027, 1,545 RSUs vest on March 12, 2027 and March 12, 2028, and 4,553 RSUs vest over three dates from March 12, 2027 to March 12, 2029.

Were the recent SFM stock sales by the Chief Legal Officer discretionary trades?

No. The disclosure explains the SFM share sales were broker-assisted to cover withholding taxes on vesting RSUs under the company’s equity plan. The filing explicitly notes they do not represent discretionary trading decisions by Brandon Lombardi.