Were Timmi Zalatoris’s SFM share sales discretionary trades?

The sales were not discretionary trades by Timmi Zalatoris. A footnote explains they were broker-assisted sales mandated under Sprouts’ equity incentive plan to satisfy withholding tax liabilities from restricted stock unit vesting, rather than elective open-market selling by the executive.

Sprouts (NASDAQ: SFM) HR chief offloads 10,405 shares in tax-driven sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Human Resources Officer Timmi Zalatoris reported automatic share sales tied to tax withholding on recently vested restricted stock units. On open-market transactions dated March 18–19, 2026, a total of 10,405 shares of common stock were sold at prices in the low $80s per share to satisfy withholding tax liabilities mandated under the company’s equity incentive plan, rather than as discretionary trades.

After these transactions, Zalatoris holds 13,782 equity-based interests, consisting of 9,754 shares of common stock and 4,028 restricted stock units. The restricted stock units are scheduled to vest in tranches on March 19, 2026, March 19, 2027, March 12, 2027, March 12, 2028 and March 12, 2029, assuming continued employment through each vesting date.

Insider Trade Summary

Net Seller: 10,405 shares

Net Sell 3 txns

Insider Zalatoris Timmi

Role Chief Human Resources Officer

Sold 10,405 shs ($873K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 per share	585	$83.84	$49K
Sale	Common Stock, par value $0.001 per share	480	$83.4951	$40K
Sale	Common Stock, par value $0.001 per share	9,340	$83.9515	$784K

Holdings After Transaction: Common Stock, par value $0.001 per share — 13,782 shares (Direct)

Footnotes (3)

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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.88 to $84.01 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.
F3. Includes 9,754 shares of common stock and 4,028 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, 647 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 1,908 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 activity did SFM executive Timmi Zalatoris report?

Timmi Zalatoris reported sales of Sprouts Farmers Market common stock. Three open-market transactions on March 18–19, 2026 disposed of a combined 10,405 shares, executed primarily to cover withholding taxes related to the vesting of restricted stock units under the company’s equity incentive plan.

How many SFM shares did Timmi Zalatoris sell and at what prices?

Zalatoris sold 10,405 Sprouts Farmers Market shares in total. The transactions covered 9,340 shares at $83.9515, 480 shares at $83.4951, and 585 shares at $83.84 per share in open-market trades disclosed as non-discretionary tax-related sales.

How many Sprouts (SFM) shares does Timmi Zalatoris hold after these sales?

Following the reported transactions, Zalatoris holds 13,782 equity interests. This includes 9,754 shares of Sprouts Farmers Market common stock and 4,028 restricted stock units, which each represent the right to receive one share of common stock upon future vesting events.

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

Zalatoris has 4,028 restricted stock units with staged vesting dates. 1,473 units vest evenly on March 19, 2026 and March 19, 2027, 647 units vest evenly on March 12, 2027 and March 12, 2028, and 1,908 units vest evenly on March 12, 2027, 2028, and 2029, subject to continued employment.

What role does Timmi Zalatoris hold at Sprouts Farmers Market (SFM)?

Timmi Zalatoris serves as Chief Human Resources Officer at Sprouts. The reported transactions relate to equity compensation and tax withholding associated with this executive role, including restricted stock units granted under the company’s equity incentive plan and subsequent mandatory share sales.

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^*

Zalatoris Timmi

(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)
	Chief Human Resources 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⁾		480	D	$83.4951	23,707	D
Common Stock, par value $0.001 per share	03/18/2026		S		9,340	D	$83.9515⁽²⁾	14,367	D
Common Stock, par value $0.001 per share	03/19/2026		S		585	D	$83.84	13,782⁽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)
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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.88 to $84.01 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 9,754 shares of common stock and 4,028 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, 647 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 1,908 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 Timmi Zalatoris	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