Sprouts Farmers Market (NASDAQ: SFM) CTO logs tax-driven sale, retains RSUs

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Technology Officer James H. Bahrenburg reported an open-market sale of 208 shares of common stock at an average price of $83.9715 per share. The transaction was a broker-assisted sale required to cover withholding taxes upon the vesting of restricted stock units and was not a discretionary trade by the executive.

After this tax-related sale, Bahrenburg holds 13,785 equity-based interests, consisting of 7,215 shares of common stock and 6,570 restricted stock units. The restricted stock units are scheduled to vest in tranches through March 2029, assuming continued employment through each vesting date.

Insider Trade Summary

Net Seller: 208 shares ($17,466)

Net Sell 1 txn

Insider Bahrenburg James H

Role Chief Technology Officer

Sold 208 shs ($17K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 per share	208	$83.9715	$17K

Holdings After Transaction: Common Stock, par value $0.001 per share — 13,785 shares (Direct)

Footnotes (1)

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 7,215 shares of common stock and 6,570 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 766 restricted stock units will vest on March 19, 2027, 842 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 4,962 estricted 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 →

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^*

Bahrenburg James H

(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 Technology 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	03/20/2026		S(1)		208	D	$83.9715	13,785(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 7,215 shares of common stock and 6,570 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 766 restricted stock units will vest on March 19, 2027, 842 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 4,962 estricted 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 James H. Bahrenburg	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)

FAQ

What insider transaction did Sprouts Farmers Market (SFM) report for James H. Bahrenburg?

James H. Bahrenburg reported a sale of 208 Sprouts Farmers Market shares at $83.9715 per share. The transaction was broker-assisted and executed to satisfy tax withholding obligations tied to vesting restricted stock units.

Was the SFM CTO’s March 2026 share sale a discretionary trade?

No, the sale was not discretionary by the CTO. It was a broker-assisted sale mandated under Sprouts Farmers Market’s equity incentive plan to cover withholding tax liabilities from vesting restricted stock units.

How many SFM shares and restricted stock units does the CTO hold after this Form 4?

After the reported transaction, the CTO holds 7,215 shares of Sprouts Farmers Market common stock and 6,570 restricted stock units, for a total of 13,785 equity-based interests, as disclosed in the filing footnotes.

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

The CTO’s restricted stock units vest between March 2027 and March 2029. 766 units vest on March 19, 2027, 842 units vest evenly on March 12, 2027 and 2028, and 4,962 units vest evenly on March 12, 2027, 2028, and 2029.

What price was received for the Sprouts Farmers Market shares sold in this Form 4?

The 208 Sprouts Farmers Market shares were sold at an average price of $83.9715 per share. This price reflects the broker-assisted transaction used to fund required tax withholding on recently vested restricted stock units.

Does the Form 4 indicate any remaining derivative positions for the SFM CTO?

The Form 4 data show no remaining derivative securities such as stock options or warrants. The equity position consists of common stock and restricted stock units scheduled to vest over future dates, assuming continued employment.