Sprouts Farmers Market (SFM) CMO reports insider stock option trades details

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. reported insider transactions by its chief merchandising officer on common stock.

On 12/03/2025, the officer exercised stock options for 14,550 shares of common stock at $31.47 per share and 2,921 shares at $61.15 per share, then sold the same total number of common shares at weighted average prices of $85.1883 and $85.2475 per share, respectively. Following these trades, beneficial ownership totaled 14,178 shares, consisting of 8,561 shares of common stock and 5,617 restricted stock units that are scheduled to vest through March 2028, assuming continued employment.

The options for 14,550 shares at $31.47 per share, expiring on 03/15/2029, were fully exercised. Options for 2,921 shares at $61.15 per share, expiring on 03/19/2031, were partially exercised, with 5,840 options remaining and becoming exercisable in equal parts on 03/19/2026 and 03/19/2027, subject to continued employment.

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^*

Neal John Scott

(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 Merchandising Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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	12/03/2025		M		14,550	A	$31.47	28,728	D
Common Stock, par value $0.001 per share	12/03/2025		S		14,550	D	$85.1883(1)	14,178	D
Common Stock, par value $0.001 per share	12/03/2025		M		2,921	A	$61.15	17,099	D
Common Stock, par value $0.001 per share	12/03/2025		S		2,921	D	$85.2475(2)	14,178(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
Stock Option (right to buy)	$31.47	12/03/2025		M			14,550	(4)	03/15/2029	Common Stock, par value $0.001 per share	14,550	$0	0	D
Stock Option (right to buy)	$61.15	12/03/2025		M			2,921	(5)	03/19/2031	Common Stock, par value $0.001 per share	2,921	$0	5,840	D

Explanation of Responses:

1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.31 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.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.240 to $85.295 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. Includes 8,561 shares of common stock and 5,617 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,626 restricted stock units will vest on March 14, 2026, 2,228 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027 and 1,763 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.

4. All such options are presently exercisable.

5. The reporting person is exercising options that are presently exercisable. After giving effect to this transaction, the remaining options become exercisable over two years, with one-half vesting on March 19, 2026 and one-half vesting on March 19, 2027, assuming continued employment through the applicable vest date.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for J. Scott Neal	12/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider share transactions did Sprouts Farmers Market (SFM) report?

The chief merchandising officer exercised stock options for 14,550 and 2,921 shares of Sprouts Farmers Market common stock on 12/03/2025 and sold the same total number of shares in open-market transactions that day.

How many Sprouts Farmers Market shares did the officer exercise and sell on 12/03/2025?

The officer exercised options for 14,550 shares at $31.47 per share and 2,921 shares at $61.15 per share, then sold 14,550 shares and 2,921 shares of common stock on 12/03/2025.

At what prices were the Sprouts Farmers Market shares sold and options exercised?

The options were exercised at $31.47 and $61.15 per share. The resulting common shares were sold at weighted average prices of $85.1883 and $85.2475 per share.

How many Sprouts Farmers Market shares and restricted stock units does the officer own after these transactions?

After the reported transactions, the officer beneficially owned 14,178 shares, consisting of 8,561 shares of common stock and 5,617 restricted stock units.

When will the Sprouts Farmers Market restricted stock units vest?

Of the 5,617 restricted stock units, 1,626 units will vest on 03/14/2026, 2,228 units will vest evenly on 03/19/2026 and 03/19/2027, and 1,763 units will vest evenly on 03/12/2026, 03/12/2027, and 03/12/2028, assuming continued employment.

What is the status of the Sprouts Farmers Market stock options after the reported transactions?

The options for 14,550 shares at $31.47 per share, expiring on 03/15/2029, were fully exercised, leaving no remaining options from that grant. Options at $61.15 per share expiring on 03/19/2031 had 5,840 options remaining, which become exercisable in equal parts on 03/19/2026 and 03/19/2027, assuming continued employment.

What does it mean that the reported Sprouts Farmers Market share prices are weighted averages?

The filing states that the sale prices of $85.1883 and $85.2475 per share are weighted averages of multiple trades executed in ranges from $85.00 to $85.31 and from $85.240 to $85.295 per share. Detailed per-trade pricing is available upon request from the issuer, any security holder, or the SEC staff.