Sprouts Farmers Market (SFM) CEO tax-driven sale leaves 269,980 shares

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 3,201 shares of common stock at an average price of $83.9715 per share. According to the footnotes, this was a broker-assisted sale required to cover withholding taxes on recently vested restricted stock units and did not represent a discretionary trade.

After the transaction, Sinclair beneficially owns 269,980 shares, including 231,284 shares of common stock and 38,696 restricted stock units. The footnotes state that 7,597 restricted stock units are scheduled to vest on March 19, 2027, 7,882 units will vest evenly on March 12, 2027 and March 12, 2028, and 23,217 units will vest evenly on March 12, 2027, March 12, 2028 and March 12, 2029, assuming continued employment.

Insider Trade Summary

Net Seller: 3,201 shares ($268,793)

Net Sell 1 txn

Insider Sinclair Jack

Role Chief Executive Officer

Sold 3,201 shs ($269K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 per share	3,201	$83.9715	$269K

Holdings After Transaction: Common Stock, par value $0.001 per share — 269,980 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 231,284 shares of common stock and 38,696 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 7,597 restricted stock units will vest on 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.

Form 4 Insider Transactions: What Each Field Means →

03/23/2026 - 07:00 PM

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)
03/20/2026

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	03/20/2026		S⁽¹⁾		3,201	D	$83.9715	269,980⁽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 231,284 shares of common stock and 38,696 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 7,597 restricted stock units will vest on 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	03/23/2026
	** 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

FAQ

What did Sprouts Farmers Market (SFM) CEO Jack Sinclair report in this Form 4 filing?

Jack Sinclair reported selling 3,201 shares of Sprouts Farmers Market common stock at an average price of $83.9715 per share. The sale was broker-assisted and conducted to cover tax withholding obligations related to recently vested restricted stock units, rather than a discretionary stock sale.

Was the SFM CEO’s March 2026 stock sale a discretionary transaction?

No, the filing states the sale was not discretionary. It was a broker-assisted transaction mandated under the company’s equity incentive plan to satisfy withholding tax liabilities from restricted stock unit vesting, rather than a voluntary decision to reduce his equity exposure.

How many SFM shares does CEO Jack Sinclair own after this Form 4 transaction?

After the transaction, Jack Sinclair beneficially owns 269,980 shares. This total includes 231,284 shares of common stock and 38,696 restricted stock units, which give him the right to receive an equal number of shares as they vest over time.

What restricted stock units are reported for the SFM CEO and when do they vest?

The filing reports 38,696 restricted stock units for the CEO. Of these, 7,597 units vest on March 19, 2027, 7,882 vest evenly on March 12, 2027 and March 12, 2028, and 23,217 vest evenly on March 12, 2027, March 12, 2028 and March 12, 2029, assuming continued employment.

How large is the SFM CEO’s reported stock sale compared with his remaining holdings?

The CEO sold 3,201 shares while reporting post-transaction beneficial ownership of 269,980 shares. This indicates the tax-driven sale represents only a small portion of his total reported equity position in Sprouts Farmers Market following the transaction.

Why did the SFM CEO use a broker-assisted sale to cover taxes on RSU vesting?

The company’s equity incentive plan documents mandate broker-assisted sales to satisfy withholding tax liabilities upon restricted stock unit vesting. The filing explains this mechanism was used for the 3,201-share sale, characterizing it as an administrative tax settlement rather than an elective stock sale.