Sprouts (NASDAQ: SFM) supply chain chief gets RSUs, sells shares for taxes

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Supply Chain Officer Joseph L. Hurley reported two equity transactions involving common stock. On March 12, 2026, he received a grant of 3,817 restricted stock units, each representing one future share upon vesting. These units vest in three equal annual installments on March 12, 2027, 2028, and 2029, assuming continued employment.

On March 13, 2026, Hurley sold 219 shares of common stock at $79.3798 per share in a broker-assisted transaction. According to the disclosure, this sale was made solely to satisfy withholding tax obligations triggered by restricted stock unit vesting under the company’s equity plan and is described as not a discretionary trade. After these transactions, he holds 20,183 shares directly, plus 2,768 additional restricted stock units scheduled to vest in tranches through March 2028.

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

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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^*

Hurley Joseph L

(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 Supply Chain Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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(1)	03/12/2026		A		3,817	A	$0	20,402	D
Common Stock, par value $0.001 per share	03/13/2026		S(2)		219	D	$79.3798	20,183(3)	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. Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. These restricted stock units will vest over three years, with one-third vesting on March 12, 2027; one-third vesting on March 12, 2028; and one-third vesting on March 12, 2029, assuming continued employment through the applicable vest date.

2. 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.

3. Includes, in addition to the 3,817 shares described in Note (1), 13,598 shares of common stock and 2,768 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,473 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, and 1,295 restricted stock units will vest evenly over two years on 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 Joseph L. Hurley	03/16/2026
	** 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).
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FAQ

What insider transactions did SFM executive Joseph Hurley report on this Form 4?

Joseph Hurley reported receiving 3,817 restricted stock units on March 12, 2026 and selling 219 common shares on March 13, 2026. The sale was a broker-assisted transaction to cover tax withholding from restricted stock vesting, rather than a discretionary open-market trade.

How many Sprouts Farmers Market (SFM) shares does Joseph Hurley hold after these transactions?

After the reported transactions, Joseph Hurley directly holds 20,183 shares of Sprouts Farmers Market common stock. He also has 2,768 unvested restricted stock units outstanding, which are scheduled to vest in stages through March 2028, subject to his continued employment.

Was Joseph Hurley’s sale of SFM stock a discretionary open-market trade?

The sale of 219 shares at $79.3798 per share was not discretionary. The filing states it was a broker-assisted sale required to satisfy withholding tax liabilities from restricted stock unit vesting under the company’s equity incentive plan documents.

What are the vesting terms of Joseph Hurley’s new 3,817 SFM restricted stock units?

The 3,817 restricted stock units vest over three years in equal parts. One-third vests on March 12, 2027, another third on March 12, 2028, and the final third on March 12, 2029, assuming Hurley remains employed through each applicable vesting date.

What additional unvested SFM restricted stock units does Joseph Hurley have besides the new grant?

In addition to the 3,817 newly granted units, Hurley holds 2,768 existing restricted stock units. Of these, 1,473 vest evenly on March 19, 2026 and March 19, 2027, and 1,295 vest evenly on March 12, 2027 and March 12, 2028, contingent on continued employment.

What role does Joseph Hurley hold at Sprouts Farmers Market (SFM)?

Joseph L. Hurley serves as Chief Supply Chain Officer at Sprouts Farmers Market, Inc. His Form 4 filing reflects equity compensation and related tax withholding transactions tied to his executive role under the company’s equity incentive plan.