Sprouts (NASDAQ: SFM) CDO vests 15,552 shares, sells 4,872 for taxes

(Moderate)

(Negative)

Form Type

Rhea-AI Filing Summary

Sprouts Farmers Market Chief Development Officer David McGlinchey reported a performance-based share vesting and related tax sale. On March 14, 2026, 15,552 performance share awards vested after the compensation committee certified 2025 results at the 200% performance level, increasing his direct equity stake.

On March 16, 2026, 4,872 common shares were sold at an average price of $80.8238 in a broker-assisted transaction solely to cover withholding taxes mandated under the company’s equity plan, so it was not a discretionary trade. After these transactions, he directly holds 48,737 shares, including 7,327 restricted stock units scheduled to vest between March 2026 and March 2029, assuming continued employment.

Insider Trade Summary

Net Seller: 4,872 shares ($393,774)

Net Sell 2 txns

Insider McGlinchey David

Role Chief Development Officer

Sold 4,872 shs ($394K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 per share	4,872	$80.8238	$394K
Grant/Award	Common Stock, par value $0.001 per share	15,552	$0.00	--

Holdings After Transaction: Common Stock, par value $0.001 per share — 48,737 shares (Direct)

Footnotes (1)

On March 14, 2023, the reporting person was granted performance share awards covering 7,776 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of 2025 performance goals as certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria for fiscal 2025 by the Issuer's compensation committee at the 200% performance level, 15,552 shares vested on March 14, 2026. This transaction was a broker-assisted sale of shares of common stock to satisfy the withholding tax liability incurred upon the vesting of performance share awards, as mandated by the Issuer's election under its equity incentive plan documents, and does not represent a discretionary trade by the reporting person. Includes 41,410 shares of common stock and 7,327 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, 1,500 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 4,421 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/17/2026 - 06:46 PM

FAQ

What insider transactions did SFM Chief Development Officer David McGlinchey report?

David McGlinchey reported a large equity award vesting and a related tax sale. On March 14, 2026, 15,552 performance share awards vested, and on March 16, 2026, 4,872 shares were sold to cover withholding taxes under Sprouts’ equity incentive plan.

How many Sprouts Farmers Market (SFM) shares vested for the CDO in this Form 4?

15,552 performance share awards vested for the Chief Development Officer on March 14, 2026. These shares became eligible after the compensation committee certified 2025 performance at the 200% level, reflecting maximum achievement of the applicable performance goals under the company’s equity incentive plan.

Why did Sprouts Farmers Market’s CDO sell 4,872 shares according to the Form 4?

The 4,872 shares were sold in a broker-assisted transaction solely to satisfy withholding tax liabilities from the vesting of performance share awards. The filing states this sale was mandated by the company’s equity plan election and did not represent a discretionary trade by the executive.

At what price were the Sprouts Farmers Market (SFM) shares sold in the tax transaction?

The 4,872 Sprouts Farmers Market shares were sold at an average price of $80.8238 per share. This broker-assisted sale was executed to cover required tax withholding arising from the vesting of performance share awards, rather than as a voluntary open-market sale by the executive.

How many Sprouts Farmers Market shares does the CDO hold after these transactions?

Following the vesting and tax-related sale, David McGlinchey holds 48,737 shares directly. This figure includes 41,410 common shares and 7,327 restricted stock units scheduled to vest between March 2026 and March 2029, subject to his continued employment through each vesting date.

What are the future vesting terms of the CDO’s restricted stock units at Sprouts Farmers Market?

The CDO holds 7,327 restricted stock units that convert one-for-one into common shares upon vesting. 1,406 RSUs vest over two years on March 19, 2026 and March 19, 2027; 1,500 vest over two years on March 12, 2027 and March 12, 2028; and 4,421 vest over three years from March 12, 2027 through March 12, 2029.

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).

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^*

McGlinchey David

(Last)

(First)

(Middle)

5455 E. HIGH STREET, SUITE 111

(Street)

PHOENIX

85054

(City)

(State)

(Zip)

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 Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	03/14/2026		A		15,552⁽¹⁾	A	$0	53,609	D
Common Stock, par value $0.001 per share	03/16/2026		S		4,872⁽²⁾	D	$80.8238	48,737⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On March 14, 2023, the reporting person was granted performance share awards covering 7,776 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of 2025 performance goals as certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria for fiscal 2025 by the Issuer's compensation committee at the 200% performance level, 15,552 shares vested on March 14, 2026.

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

3. Includes 41,410 shares of common stock and 7,327 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, 1,500 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 4,421 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, Attorney-in-Fact for David McGlinchey	03/17/2026
	** 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.

Source: View Original Filing on SEC EDGAR