Sprouts (NASDAQ: SFM) VP granted RSUs, sells shares to cover taxes

Rhea-AI Filing Summary

Sprouts Farmers Market VP and Controller Stacy W. Hilgendorf reported routine equity compensation and a small tax-related sale of common stock. She received a grant of 2,220 restricted stock units, each convertible into one share, vesting in three equal parts on March 12, 2027, March 12, 2028 and March 12, 2029, subject to continued employment.

To cover withholding taxes from the vesting of restricted stock units, a broker-assisted sale of 119 shares was executed at an average price of $79.3798 per share. After these transactions, she directly owns 10,080 shares of Sprouts common stock, alongside additional unvested restricted stock units with scheduled vesting through 2029.

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

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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^*

Hilgendorf Stacy W.

(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)
	VP, Controller

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		2,220	A	$0	10,199	D
Common Stock, par value $0.001 per share	03/13/2026		S(2)		119	D	$79.3798	10,080(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 2,220 shares described in Note (1), 5,440 shares of common stock and 2,420 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,682 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, and 738 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, Attorney-in-Fact for Stacy W. Hilgendorf	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 insider transactions did Sprouts Farmers Market (SFM) report for Stacy W. Hilgendorf?

Stacy W. Hilgendorf reported a grant of 2,220 restricted stock units and a broker-assisted sale of 119 Sprouts Farmers Market common shares. The sale was executed solely to satisfy tax withholding obligations tied to restricted stock unit vesting.

How many Sprouts Farmers Market (SFM) shares did the VP sell and at what price?

She sold 119 shares of Sprouts Farmers Market common stock at an average price of $79.3798 per share. This broker-assisted transaction was conducted to cover withholding taxes from restricted stock unit vesting, not as a discretionary open-market sale.

What equity award did Stacy Hilgendorf receive from Sprouts Farmers Market (SFM)?

She received a grant of 2,220 restricted stock units, each representing one future share of common stock. These units vest in three equal installments on March 12, 2027, March 12, 2028 and March 12, 2029, contingent on her continued employment with the company.

Why did the Sprouts Farmers Market (SFM) VP sell shares after receiving restricted stock units?

The 119 shares were sold through a broker-assisted transaction to satisfy withholding tax liabilities from restricted stock unit vesting. This method, mandated under the company’s equity incentive plan, means the sale was administrative rather than a discretionary trading decision.

How many Sprouts Farmers Market (SFM) shares does Stacy Hilgendorf hold after these transactions?

Following the grant and subsequent tax-related sale, she directly owns 10,080 shares of Sprouts Farmers Market common stock. She also holds additional unvested restricted stock units that are scheduled to vest in stages between March 2026 and March 2029.

What is the vesting schedule for Stacy Hilgendorf’s Sprouts Farmers Market (SFM) restricted stock units?

The new 2,220-unit grant vests one-third on March 12, 2027, one-third on March 12, 2028 and one-third on March 12, 2029. Other existing restricted stock units are scheduled to vest evenly on March 19, 2026, March 19, 2027, March 12, 2027 and March 12, 2028.