Sprouts stores chief sells 292 shares for taxes

Sprouts Farmers Market, Inc. (SFM) reported that Chief Stores Officer Dustin Hamilton sold 292 shares of common stock on September 8, 2026 at $80.3644 per share.

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. (SFM) reported that Chief Stores Officer Dustin Hamilton sold 292 shares of common stock on September 8, 2026 at $80.3644 per share. The broker-assisted sale was required to satisfy withholding tax liability from vesting restricted stock units under the company’s equity incentive plan and is described as non-discretionary. After this transaction, Hamilton holds 16,081 equity interests in total, including 10,710 shares of common stock and 5,371 restricted stock units, which are scheduled to vest between March 12, 2027 and March 12, 2029, assuming continued employment.

Insider Trade Summary

Net Seller: 292 shares

Net Sell 1 txn

Insider Hamilton Dustin

Role Chief Stores Officer

Sold 292 shs ($23K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 per share F1, F2	292	$80.3644	$23K

Holdings After Transaction: Common Stock, par value $0.001 per share — 16,081 shares (Direct)

Footnotes (2)

1. 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.
2. F2. Includes 10,710 shares of common stock and 5,371 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 589 restricted stock units will vest on March 19, 2027, 677 restricted stock units will vest on 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.

Key Figures

Shares sold: 292 shares Sale price per share: $80.3644 per share Holdings after transaction: 16,081 equity interests +4 more

7 metrics

Shares sold 292 shares Broker-assisted sale on September 8, 2026

Sale price per share $80.3644 per share Common stock sale on September 8, 2026

Holdings after transaction 16,081 equity interests Total position after the September 8, 2026 sale

Common shares held after 10,710 shares Portion of total holdings reported post-transaction

Restricted stock units held 5,371 RSUs Equity awards outstanding after the transaction

RSUs vesting March 19, 2027 589 RSUs Scheduled vesting assuming continued employment

RSUs vesting September 4, 2027 677 RSUs Scheduled vesting assuming continued employment

Key Terms

restricted stock units, broker-assisted sale, withholding tax liability, equity incentive plan

4 terms

restricted stock units financial

"Includes 10,710 shares of common stock and 5,371 restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

broker-assisted sale financial

"This transaction was a broker-assisted sale of shares of common stock"

withholding tax liability financial

"to satisfy the withholding tax liability incurred upon the vesting"

equity incentive plan financial

"mandated by the Issuer's election under its equity incentive plan documents"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did SFM disclose for Dustin Hamilton?

SFM disclosed that Chief Stores Officer Dustin Hamilton sold 292 shares of common stock on September 8, 2026 at $80.3644 per share. The sale was broker-assisted and conducted to cover withholding tax liability from vesting restricted stock units, not as a discretionary trade.

Was the SFM insider sale by Dustin Hamilton a discretionary trade?

No. The filing states the sale was to satisfy withholding tax liability upon RSU vesting, as mandated by Sprouts Farmers Market’s election under its equity incentive plan documents, and does not represent a discretionary trade by Dustin Hamilton.

How many SFM shares did Dustin Hamilton hold after the reported sale?

After the sale, Dustin Hamilton held 16,081 equity interests in total, consisting of 10,710 shares of common stock and 5,371 restricted stock units, as reported in the Form 4 footnote.

What is the vesting schedule of Dustin Hamilton’s SFM restricted stock units?

Hamilton has 5,371 restricted stock units: 589 vest on March 19, 2027; 677 vest on September 4, 2027; 1,660 vest evenly on March 12, 2027 and March 12, 2028; and 2,445 vest evenly on March 12, 2027, March 12, 2028 and March 12, 2029, assuming continued employment.

Was a Rule 10b5-1 trading plan reported for the SFM insider transaction?

No. The filing indicates the Rule 10b5-1 checkbox is not selected. Instead, the sale is described as mandated by Sprouts Farmers Market’s election under its equity incentive plan to cover tax withholding on vesting RSUs.

What role does Dustin Hamilton hold at SFM in this Form 4 filing?

Dustin Hamilton is identified as Chief Stores Officer of Sprouts Farmers Market, Inc. in the Form 4, and the reported transaction relates to his equity compensation and associated tax withholding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 08:26 PM Accepted by SEC EDGAR 09/09/2026 - 08:25 PM Learn about SEC filing dates

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)

20700 N. 56TH STREET

(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)
09/08/2026

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	09/08/2026		S(1)		292	D	$80.3644	16,081(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 10,710 shares of common stock and 5,371 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 589 restricted stock units will vest on March 19, 2027, 677 restricted stock units will vest on 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	09/09/2026
	** 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)