Sprouts Farmers Market Form 4 Shows Planned Insider Sale, $328k Value

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. (SFM) – Form 4 filing dated 07/01/2025: Chief Human Resources Officer Timmi Zalatoris reported one option exercise and a corresponding share sale executed under a pre-arranged Rule 10b5-1 plan. She exercised 2,000 stock options at $31.47, immediately acquiring 2,000 common shares. On the same day she sold 2,000 shares at a weighted-average price of $164.38 (range $163.75-$164.88), generating roughly $328k in gross proceeds and offsetting the acquired shares.

Following the transactions, Zalatoris directly holds 13,263 common shares and retains 3,509 restricted stock units with staggered vesting through 2028, as well as 2,654 fully exercisable options. The filing signals portfolio rebalancing rather than a material shift in insider ownership; total shares sold represent a small fraction of SFM’s ~106 million shares outstanding.

Positive

• None.

Negative

• Officer sold 2,000 shares at ~$164, a potential—though minor—negative signal of insider confidence.

Insights

Securities Analyst

TL;DR: Small insider sale; neutral signal.

The CHRO exercised in-the-money options and sold an equal number of shares via a 10b5-1 plan, reducing direct holdings by 2,000 shares but retaining a meaningful stake (≈13 k shares plus RSUs). Transaction value is immaterial to market cap and does not suggest strategic concern. Investors typically treat such planned diversification as neutral, though repeated or larger sales could merit closer monitoring.

Insider Trade Summary

Net Seller: 2,000 shares ($328,765)

Net Sell 3 txns

Insider Zalatoris Timmi

Role Chief Human Resources Officer

Sold 2,000 shs ($329K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	2,000	$0.00	--
Exercise	Common Stock, par value $0.001 per share	2,000	$31.47	$63K
Sale	Common Stock, par value $0.001 per share	2,000	$164.3827	$329K

Holdings After Transaction: Stock Option (right to buy) — 2,654 shares (Direct); Common Stock, par value $0.001 per share — 15,263 shares (Direct)

Footnotes (1)

1. This transaction was pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.75 to $164.88 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. Includes 9,754 shares of common stock and 3,509 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,065 restricted stock units will vest on March 14, 2026 , 1,473 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027 and 971 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. All such options are presently exercisable.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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 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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		2,000	A	$31.47	15,263	D
Common Stock, par value $0.001 per share	07/01/2025		S(1)		2,000	D	$164.3827(2)	13,263(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	07/01/2025		M			2,000	(4)	03/15/2029	Common Stock, par value $0.001 per share	2,000	$0	2,654	D

Explanation of Responses:

1. This transaction was pursuant to a Rule 10b5-1 trading plan adopted 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 $163.75 to $164.88 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 3,509 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,065 restricted stock units will vest on March 14, 2026 , 1,473 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027 and 971 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.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Timmi Zalatoris	07/01/2025
	** 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.

FAQ

How many SFM shares did the insider sell on 07/01/2025?

Timmi Zalatoris sold 2,000 common shares at a weighted-average price of $164.38.

Was the sale executed under a Rule 10b5-1 plan?

Yes, the filing states the transaction was made pursuant to a pre-arranged Rule 10b5-1 trading plan.

What is the insider’s remaining direct SFM shareholding?

After the reported trade, Zalatoris directly owns 13,263 shares of SFM.

Did the insider exercise stock options?

Yes, 2,000 options were exercised at an exercise price of $31.47 per share.

How many restricted stock units does the insider still hold?

She retains 3,509 RSUs that vest between 2026 and 2028, subject to continued employment.

What is the remaining option balance after the transaction?

Zalatoris still has 2,654 fully exercisable options outstanding.