Was the SFM CEO’s recent share sale a discretionary trade?

No, the filing explains the sale was not discretionary. It was a broker-assisted transaction required to satisfy withholding tax liabilities triggered by restricted stock units vesting under the company’s equity incentive plan documents.

Sprouts (NASDAQ: SFM) CEO sells shares to cover RSU tax withholding

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Executive Officer Jack Sinclair reported an open-market sale of 4,754 shares of common stock at an average price of $83.4951 per share. According to the disclosure, this was a broker-assisted sale mandated to cover withholding taxes due on newly vested restricted stock units, and was not a discretionary trade.

After the transaction, Sinclair holds 273,181 share-based interests, consisting of 226,888 shares of common stock and 46,293 restricted stock units. These restricted stock units vest in scheduled installments between March 2026 and March 2029, subject to continued employment through each vesting date.

Insider Trade Summary

Net Seller: 4,754 shares ($396,936)

Net Sell 1 txn

Insider Sinclair Jack

Role Chief Executive Officer

Sold 4,754 shs ($397K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 per share	4,754	$83.4951	$397K

Holdings After Transaction: Common Stock, par value $0.001 per share — 273,181 shares (Direct)

Footnotes (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. Includes 226,888 shares of common stock and 46,293 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 15,194 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 7,882 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 23,217 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 CEO Jack Sinclair report on this Form 4?

Jack Sinclair reported an open-market sale of 4,754 Sprouts Farmers Market common shares at an average price of $83.4951. The sale was executed by a broker specifically to cover tax withholding obligations from vesting restricted stock units.

How many Sprouts Farmers Market shares does the CEO hold after this transaction?

Following the transaction, Jack Sinclair holds 273,181 share-based interests. This total includes 226,888 shares of common stock and 46,293 restricted stock units, each unit representing the right to receive one common share upon vesting.

What is the vesting schedule for the SFM CEO’s restricted stock units?

The filing states 15,194 restricted stock units vest evenly on March 19, 2026 and March 19, 2027. Another 7,882 vest evenly on March 12, 2027 and March 12, 2028, and 23,217 vest evenly across March 12, 2027, 2028, and 2029, assuming continued employment.

How large is the SFM CEO’s reported sale relative to his remaining holdings?

The CEO sold 4,754 shares while retaining 273,181 share-based interests. This indicates only a small portion of his overall position was sold, with the transaction tied to tax withholding rather than a broad reduction of ownership.

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^*

Sinclair Jack

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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⁾		4,754	D	$83.4951	273,181⁽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 226,888 shares of common stock and 46,293 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 15,194 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 7,882 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 23,217 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 Jack L. Sinclair	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