Sprouts (SFM) CFO sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Sprouts Farmers Market Chief Financial Officer Curtis Valentine reported a small, tax-related stock sale. On March 20, 2026, a broker-assisted transaction sold 253 shares of common stock at an average price of $83.9715 per share to satisfy withholding taxes from vesting restricted stock units, as required under the company’s equity plan, so it was not a discretionary trade.

After this transaction, Valentine directly holds 20,411 shares of common stock, which includes 12,786 shares and 7,625 restricted stock units. The restricted stock units are scheduled to vest in tranches between September 4, 2026 and March 12, 2029, assuming 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^*

Valentine Curtis

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		S(1)		253	D	$83.9715	20,411(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 12,786 shares of common stock and 7,625 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 930 restricted stock units will vest on March 19, 2027, 1,624 restricted stock units will vest evenly over two years on September 4, 2026 and September 4, 2027, 1,285 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 3,786 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 Curtis Valentine	03/23/2026
	** 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 did Sprouts Farmers Market (SFM) CFO Curtis Valentine do in this Form 4?

CFO Curtis Valentine reported a broker-assisted sale of 253 Sprouts Farmers Market shares. The transaction covered withholding taxes from vesting restricted stock units and was mandated by the company’s equity incentive plan, rather than a discretionary open-market trade.

How many Sprouts Farmers Market (SFM) shares did the CFO sell and at what price?

Curtis Valentine sold 253 shares of Sprouts Farmers Market common stock at an average price of $83.9715 per share. The sale was executed by a broker to satisfy tax withholding obligations tied to restricted stock unit vesting.

Was the Sprouts Farmers Market (SFM) CFO’s share sale a discretionary trade?

No. The filing states the sale was a broker-assisted transaction required to satisfy withholding tax liability from restricted stock unit vesting. It was executed under the company’s equity incentive plan and is characterized as non-discretionary for the reporting person.

How many Sprouts Farmers Market (SFM) shares does the CFO hold after this transaction?

Following the tax-related sale, Curtis Valentine directly holds 20,411 Sprouts Farmers Market shares. This total includes 12,786 common shares and 7,625 restricted stock units that convert into common stock as they vest over future dates.

What is the vesting schedule for the Sprouts (SFM) CFO’s restricted stock units?

The filing notes 930 restricted stock units vest on March 19, 2027. Additional units vest in equal installments on September 4, 2026 and 2027, March 12, 2027 and 2028, and across March 12, 2027, 2028, and 2029, contingent on continued employment.

Does this Sprouts (SFM) Form 4 show any remaining equity awards for the CFO?

Yes. Besides common shares, Curtis Valentine holds 7,625 restricted stock units. Each unit represents the right to receive one share of common stock upon vesting, with multiple vesting dates extending from 2026 through 2029, assuming ongoing employment.