Sprouts Farmers Market (SFM) VP logs tax-driven sale, retains 9,617 units

Q: Was the SFM insider sale by Stacy Hilgendorf a discretionary trade?

No, the sale was not discretionary. The filing states the broker-assisted sale was mandated under the company’s equity incentive plan solely to satisfy withholding tax liabilities from restricted stock unit vesting, meaning timing and size were driven by tax obligations, not market views.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. VP and Controller Stacy W. Hilgendorf reported a small mandatory sale of 463 shares of common stock at an average price of $83.4951 per share. This broker-assisted sale was executed solely to cover withholding taxes triggered by the vesting of restricted stock units and was not a discretionary trade.

After this transaction, Hilgendorf holds 9,617 equity-linked interests, including 4,977 shares of common stock and 4,640 restricted stock units. The restricted stock units are scheduled to vest in tranches between March 2026 and March 2029, subject to continued employment.

Insider Trade Summary

Net Seller: 463 shares

Net Sell 1 txn

Insider Hilgendorf Stacy W.

Role VP, Controller

Sold 463 shs ($39K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 per share	463	$83.4951	$39K

Holdings After Transaction: Common Stock, par value $0.001 per share — 9,617 shares (Direct)

Footnotes (2)

F1. 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.
F2. Includes 4,977 shares of common stock and 4,640 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,682 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 738 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 2,220 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 03/19/2026 - 07:30 PM

FAQ

What insider transaction did SFM executive Stacy Hilgendorf report?

Stacy Hilgendorf reported a sale of 463 Sprouts Farmers Market shares. The shares were sold at an average price of $83.4951 per share in a broker-assisted transaction used to pay withholding taxes due upon restricted stock unit vesting, not as a discretionary portfolio decision.

Was the SFM insider sale by Stacy Hilgendorf a discretionary trade?

No, the sale was not discretionary. The filing states the broker-assisted sale was mandated under the company’s equity incentive plan solely to satisfy withholding tax liabilities from restricted stock unit vesting, meaning timing and size were driven by tax obligations, not market views.

How many SFM shares did Stacy Hilgendorf hold after the reported sale?

After the sale, Hilgendorf held 9,617 equity-linked interests. This total includes 4,977 shares of common stock and 4,640 restricted stock units, which together represent her ongoing exposure to Sprouts Farmers Market, subject to vesting conditions over the coming years.

At what price were Stacy Hilgendorf’s SFM shares sold in the Form 4 filing?

The shares were sold at an average price of $83.4951 per share. This price reflects the execution level for the 463 shares sold in the broker-assisted transaction used to cover withholding taxes associated with restricted stock unit vesting obligations.

What restricted stock unit vesting schedule does the SFM Form 4 disclose?

The filing details several future restricted stock unit vesting dates. Units are scheduled to vest on March 19, 2026, March 19, 2027, and evenly across March 12, 2027, March 12, 2028, and March 12, 2029, contingent on Hilgendorf’s continued employment.

How many restricted stock units does Stacy Hilgendorf hold in SFM?

Hilgendorf holds 4,640 restricted stock units in Sprouts Farmers Market. Each unit represents the right to receive one share of common stock upon vesting, with multiple tranches vesting between 2026 and 2029, assuming ongoing 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

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^*

Hilgendorf Stacy W.

(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)
	VP, Controller

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⁾		463	D	$83.4951	9,617⁽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 4,977 shares of common stock and 4,640 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,682 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 738 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 2,220 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 Stacy W. Hilgendorf	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