Sprouts (NASDAQ: SFM) CLO awarded RSUs, sells shares to cover taxes

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Legal Officer Brandon F. Lombardi reported two stock-related transactions. On March 12, 2026, he received a grant of 4,553 restricted stock units (RSUs), each representing one future share of common stock. These RSUs vest over three years, with one-third on March 12, 2027, one-third on March 12, 2028, and one-third on March 12, 2029, subject to continued employment.

On March 13, 2026, 247 shares of common stock were sold at an average price of $79.3798 per share in a broker-assisted transaction to cover withholding tax obligations from RSU vesting, as required under the company’s equity plan, and not as a discretionary trade. Following these transactions, his reported holdings total 9,326 common-stock-related units, including existing shares and RSUs with scheduled vesting 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^*

Lombardi Brandon F.

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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(1)	03/12/2026		A		4,553	A	$0	9,573	D
Common Stock, par value $0.001 per share	03/13/2026		S(2)		247	D	$79.3798	9,326(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

Explanation of Responses:

1. Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. These restricted stock units will vest over three years, with one-third vesting on March 12, 2027; one-third vesting on March 12, 2028; and one-third vesting on March 12, 2029, assuming continued employment through the applicable vest date.

2. 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.

3. Includes, in addition to the 4,553 shares described in Note (1), 1,822 shares of common stock and 2,951 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,406 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, and 1,545 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028. All such vests assume continued employment through the applicable vest date.

Remarks:

	/s/ Brandon F. Lombardi	03/16/2026
	** 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.

FAQ

What did Sprouts (SFM) Chief Legal Officer Brandon F. Lombardi report on this Form 4?

He reported receiving 4,553 restricted stock units and a broker-assisted sale of 247 shares. The sale covered tax withholding tied to RSU vesting and was mandated by the company’s equity plan, not a discretionary market trade.

How many restricted stock units did SFM grant to Brandon Lombardi and how do they vest?

He received 4,553 restricted stock units, each equal to one future common share. They vest in three equal installments on March 12, 2027, March 12, 2028, and March 12, 2029, assuming he remains employed through each vesting date.

Why did Brandon Lombardi sell 247 shares of Sprouts (SFM) stock?

The 247-share sale at an average price of $79.3798 was executed to satisfy withholding tax liabilities from the vesting of restricted stock units. It was mandated under Sprouts’ equity incentive plan and not a discretionary trading decision by Lombardi.

What are Brandon Lombardi’s reported holdings in Sprouts (SFM) after these transactions?

After the grant and tax-related sale, his reported position totals 9,326 common-stock-related units. This includes 4,553 new shares from the RSU grant, 1,822 existing shares, and 2,951 additional RSUs scheduled to vest on specified future dates.

What other restricted stock units does Brandon Lombardi hold at Sprouts (SFM)?

Beyond the 4,553 new RSUs, he holds 2,951 existing RSUs. Of these, 1,406 RSUs vest evenly on March 19, 2026 and March 19, 2027, and 1,545 RSUs vest evenly on March 12, 2027 and March 12, 2028, subject to continued employment.

Is the share sale reported by Brandon Lombardi a routine tax-withholding transaction for SFM equity awards?

Yes. The filing notes the 247-share sale was broker-assisted solely to satisfy withholding taxes from RSU vesting, mandated by Sprouts’ equity plan documents. It is characterized as non-discretionary and distinct from an open-market sale for portfolio reasons.