Was Dustin Hamilton’s Sprouts Farmers Market (SFM) share sale a discretionary trade?

The sale was not a discretionary trade by Dustin Hamilton. It was a broker-assisted sale mandated under Sprouts Farmers Market’s equity incentive plan to cover withholding tax liabilities arising from the vesting of restricted stock units.

Sprouts (NASDAQ: SFM) officer tax-related sale of 1,017 shares disclosed

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Stores Officer Dustin Hamilton reported a small tax-related sale of shares. He sold 1,017 shares of common stock in an open-market transaction at an average price of $83.4951 per share.

The sale was a broker-assisted transaction to cover withholding taxes triggered by restricted stock units vesting under the company’s equity plan and was not a discretionary trade. After the sale, Hamilton directly holds 16,579 share-equivalents, including 9,942 shares of common stock and 6,637 restricted stock units that will vest over multiple dates from March 2026 through March 2029, subject to continued employment.

Insider Trade Summary

Net Seller: 1,017 shares ($84,915)

Net Sell 1 txn

Insider Hamilton Dustin

Role Chief Stores Officer

Sold 1,017 shs ($85K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 per share	1,017	$83.4951	$85K

Holdings After Transaction: Common Stock, par value $0.001 per share — 16,579 shares (Direct)

Footnotes (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. Includes 9,942 shares of common stock and 6,637 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,178 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 1,354 restricted stock units will vest evenly over two years on September 4, 2026 and September 4, 2027, 1,660 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 2,445 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.

Form 4 Insider Transactions: What Each Field Means →

03/19/2026 - 07:30 PM

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^*

Hamilton Dustin

(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 Stores 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)
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	03/18/2026		S⁽¹⁾		1,017	D	$83.4951	16,579⁽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)
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. 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 9,942 shares of common stock and 6,637 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,178 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 1,354 restricted stock units will vest evenly over two years on September 4, 2026 and September 4, 2027, 1,660 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 2,445 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 Dustin Hamilton	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Sprouts Farmers Market (SFM) disclose for Dustin Hamilton?

Sprouts Farmers Market disclosed that Chief Stores Officer Dustin Hamilton sold 1,017 shares of common stock. The shares were sold in a broker-assisted transaction at an average price of $83.4951 per share, primarily to satisfy tax withholding obligations from vested restricted stock units.

How many Sprouts Farmers Market (SFM) shares does Dustin Hamilton hold after this Form 4 transaction?

After the transaction, Dustin Hamilton holds 16,579 share-equivalents directly. This includes 9,942 shares of Sprouts Farmers Market common stock and 6,637 restricted stock units, each representing the right to receive one share upon vesting.

At what price were Dustin Hamilton’s Sprouts Farmers Market (SFM) shares sold?

The 1,017 Sprouts Farmers Market shares were sold at an average price of $83.4951 per share. This price reflects an open-market broker-assisted sale conducted to cover tax withholding obligations tied to restricted stock unit vesting.

What is the vesting schedule of Dustin Hamilton’s restricted stock units at Sprouts Farmers Market (SFM)?

Dustin Hamilton’s 6,637 restricted stock units vest in tranches between March 2026 and March 2029. Various grants vest evenly over two or three years on dates including March 19, September 4, and March 12, assuming his continued employment through each vesting date.

What does the Form 4 reveal about future equity for Dustin Hamilton at Sprouts Farmers Market (SFM)?

The Form 4 shows Hamilton holds 6,637 restricted stock units that may convert into shares. These units are scheduled to vest on multiple dates from March 2026 through March 2029, contingent on his continued employment with Sprouts Farmers Market.