Sprouts Farmers Market Insider Sale: CEO Cashes Out Pre-Planned 8K Shares

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. (SFM) – Form 4 insider transaction

CEO and Director Jack L. Sinclair executed stock options on 7 July 2025 and 8 July 2025, exercising a total of 8,090 options at an exercise price of $16.47 per share. Immediately after each exercise, he sold the same number of common shares under a pre-arranged Rule 10b5-1 trading plan: 4,045 shares at a weighted-average price of $162.9354 on 7 July and 4,045 shares at $160.6338 on 8 July.

Following the transactions, Sinclair directly owns 174,740 common shares as well as 153,728 vested stock options and 38,573 restricted stock units that vest between 2026-2028, subject to continued employment.

The transactions represent a small portion of Sinclair’s total equity interest and do not alter his executive position. Because the sales were executed pursuant to a Rule 10b5-1 plan, they are generally viewed as pre-scheduled and may carry less signalling weight than discretionary sales.

Positive

• None.

Negative

• CEO liquidated 8,090 shares (≈4.6% of his direct stake), which some investors may view as a modest negative signal despite the 10b5-1 plan.

Insights

Securities Analyst

TL;DR: CEO exercised & sold 8,090 shares via 10b5-1; limited impact.

The option exercise at $16.47 and immediate sale around $161-163 monetises long-held awards while generating no incremental dilution. Post-sale ownership of 174,740 shares plus 38,573 RSUs keeps Sinclair’s economic alignment with shareholders intact. Volume is modest relative to SFM’s average daily trading and Sinclair’s holdings, so market impact should be minimal. Pre-planned 10b5-1 status further reduces signalling risk. Overall, I classify the filing as neutral from a valuation perspective.

Corporate Governance Expert

TL;DR: Pre-scheduled insider sale, governance-neutral.

The CEO’s use of a Rule 10b5-1 plan adheres to best-practice governance standards, mitigating concerns over information asymmetry. The sale amounts represent roughly 4.6% of his direct holdings, a level typically considered ordinary portfolio diversification. Retention of significant equity and unvested RSUs preserves incentive alignment. No red flags regarding control, ownership thresholds, or impending leadership changes are evident. I view the filing as routine and not materially impactful.

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).

X

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^*

Sinclair Jack

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

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	07/07/2025		M		4,045	A	$16.47	178,785	D
Common Stock, par value $0.001 per share	07/07/2025		S(1)		4,045	D	$162.9354(2)	174,740	D
Common Stock, par value $0.001 per share	07/08/2025		M		4,045	A	$16.47	178,785	D
Common Stock, par value $0.001 per share	07/08/2025		S(1)		4,045	D	$160.6338(3)	174,740(4)	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
Stock Option (right to buy)	$16.47	07/07/2025		M			4,045	(5)	03/09/2027	Common Stock, par value $0.001 per share	4,045	$0	157,773	D
Stock Option (right to buy)	$16.47	07/08/2025		M			4,045	(5)	03/09/2027	Common Stock, par value $0.001 per share	4,045	$0	153,728	D

Explanation of Responses:

1. This transaction was pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.080 to $164.175 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.60 to $165.36 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Includes 136,167 shares of common stock and 38,573 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 11,556 restricted stock units will vest on March 14, 2026, 15,194 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027 and 11,823 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.

5. All such options are presently exercisable.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Jack L. Sinclair	07/09/2025
	** 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

What did SFM CEO Jack Sinclair do on July 7-8 2025?

He exercised 8,090 stock options at $16.47 and sold the same number of shares around $161-163 under a Rule 10b5-1 plan.

How many SFM shares does the CEO own after the transactions?

Sinclair directly owns 174,740 common shares plus 38,573 RSUs scheduled to vest 2026-2028.

Were the insider sales pre-planned?

Yes. Footnote 1 confirms the sales were executed pursuant to a Rule 10b5-1 trading plan adopted earlier.

What is the remaining option position after the filing?

He still holds 153,728 vested stock options exercisable at various prices, including the $16.47 tranche.

Do the transactions affect Sinclair’s role at Sprouts Farmers Market?

No changes to his titles; he remains Chief Executive Officer and Director.