Sprouts (SFM) CFO Form 4: RSU Withholding Sale Reported

Rhea-AI Filing Summary

Curtis Valentine, Chief Financial Officer of Sprouts Farmers Market (SFM), reported a broker-assisted sale of 343 shares of common stock on 09/05/2025 at $140.15 per share to satisfy tax withholding on vested restricted stock units. After the sale, he beneficially owns 11,215 shares, comprised of 5,110 issued shares and 6,105 restricted stock units (each converting to one share upon vesting). The filing details specific vesting schedules for the restricted stock units, with tranche vest dates in March and September of 2026, 2027 and 2028, all contingent on continued employment.

Positive

• Transparent disclosure of the broker-assisted sale and the reason (tax withholding) clarifies the nature of the transaction
• Detailed vesting schedule provided for 6,105 restricted stock units, showing timing and employment contingency
• Post-transaction ownership disclosed: 11,215 shares (5,110 shares and 6,105 RSUs)

Negative

• Insider sold 343 shares, reducing immediate issued share holdings (sale executed on 09/05/2025 at $140.15 per share)
• Potential future dilution from 6,105 RSUs that will convert to common stock upon vesting

Insights

Securities Analyst

TL;DR: Insider sale was non-discretionary to cover tax withholding from RSU vesting; total beneficial ownership remains disclosed.

The reported transaction is a broker-assisted sale labeled S(1), indicating shares were sold to satisfy withholding tax on RSU vesting rather than a voluntary market sale. The post-transaction beneficial ownership figure of 11,215 shares is explicitly broken into 5,110 shares and 6,105 RSUs, with detailed vest schedules included. For investors, the filing confirms ongoing equity compensation and the timing of future potential share issuances tied to continued employment.

Corporate Governance Expert

TL;DR: Filing demonstrates compliance with Section 16 reporting and transparent disclosure of RSU-related withholding.

The Form 4 provides clear disclosure of the nature and timing of equity awards and tax-related disposition. The explanation clarifies the sale's purpose and notes it was not a discretionary trade by the reporting person. Vesting contingencies tied to continued employment are enumerated, which is important for understanding future dilution and insider alignment with shareholder interests.

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^*

Valentine Curtis

(Last) (First) (Middle)

5455 EAST HIGH STREET, SUITE 111

(Street)

PHOENIX AZ 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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, par value $0.001 per share	09/05/2025		S(1)		343	D	$140.15	11,215(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 5,110 shares of common stock and 6,105 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 693 restricted stock units will vest on March 14, 2026, 1,860 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 1,624 restricted stock units will vest evenly over two years on September 4, 2026 and September 4, 2027 and 1,928 restricted stock units will vest evenly over three years on March 12, 2026, March 12, 2027 and March 12, 2028. All such vests assume continued employment through the applicable vest date.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Curtis Valentine	09/09/2025
	** 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

Why did Curtis Valentine (SFM) sell 343 shares on 09/05/2025?

The sale was a broker-assisted transaction to satisfy withholding tax liability incurred upon the vesting of restricted stock units, not a discretionary trade.

How many shares does Curtis Valentine beneficially own after the reported transaction?

11,215 shares total, comprising 5,110 issued shares and 6,105 restricted stock units.

What price were the sold shares executed at?

$140.15 per share for the 343 shares sold on 09/05/2025.

When do the restricted stock units vest?

Vesting dates include March 14, 2026; March 19, 2026 and March 19, 2027; September 4, 2026 and September 4, 2027; and March 12 of 2026, 2027, 2028, per the filing, all subject to continued employment.

Was this Form 4 filed by one reporting person?

Yes. The form indicates it was filed by one reporting person.