Sprouts (NASDAQ: SFM) CFO gets new equity awards, sells shares for taxes

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Financial Officer Valentine Curtis reported routine equity compensation awards and a small, tax-related share sale. On March 12, 2026, Curtis received 3,786 restricted stock units, each convertible into one common share, vesting in three equal installments on March 12, 2027, March 12, 2028, and March 12, 2029, and a grant of 9,162 stock options exercisable at $78.84 per share that vest on the same schedule.

After these awards, Curtis directly owned 15,001 shares of common stock, which include earlier holdings and additional restricted stock units referenced in the footnotes. On March 13, 2026, a broker-assisted sale of 206 shares at an average price of $79.3798 was executed solely to satisfy withholding tax obligations from the vesting of restricted stock units and was mandated under the company’s equity plan, not a discretionary trade. Following this tax-related sale, Curtis directly held 14,795 shares of common stock.

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^*

Valentine Curtis

(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 Financial 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		3,786	A	$0	15,001	D
Common Stock, par value $0.001 per share	03/13/2026		S(2)		206	D	$79.3798	14,795(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)	$78.84	03/12/2026		A		9,162		(4)	03/12/2033	Common Stock, par value $0.001 per share	9,162	$0	9,162	D

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 3,786 shares described in Note (1), 6,240 shares of common stock and 4,769 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,860 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 1,624 restricted stock units will vest evenly over two years on September 4, 2026 and September 4, 2027, and 1,285 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.

4. These options become exercisable over three years, with one-third vesting on March 12, 2027; one-third vesting on March 12, 2028; and the remaining one-third vesting on March 12, 2029, assuming continued employment through the applicable vest date.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Curtis Valentine	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Sprouts Farmers Market (SFM) CFO Valentine Curtis report in this Form 4?

Sprouts Farmers Market CFO Valentine Curtis reported routine equity compensation grants and a small, tax-related share sale. The filing shows new restricted stock units, a stock option grant, and a broker-assisted sale of shares to cover withholding taxes tied to vesting equity awards.

How many restricted stock units did SFM CFO Valentine Curtis receive?

Valentine Curtis received 3,786 restricted stock units, each representing one Sprouts Farmers Market common share upon vesting. These units vest in three equal installments on March 12, 2027, March 12, 2028, and March 12, 2029, subject to continued employment through each applicable vesting date.

What stock options were granted to SFM CFO Valentine Curtis in this filing?

The Form 4 shows a grant of 9,162 stock options to Valentine Curtis with an exercise price of $78.84 per share. These options vest in three equal annual tranches on March 12, 2027, March 12, 2028, and March 12, 2029, conditioned on continued employment.

Why did SFM CFO Valentine Curtis sell 206 shares of common stock?

The 206-share sale was a broker-assisted transaction to satisfy withholding tax liabilities from restricted stock units that vested. According to the footnote, it was mandated under Sprouts Farmers Market’s equity incentive plan and does not represent a discretionary trading decision by Curtis.

How many Sprouts Farmers Market shares does CFO Valentine Curtis hold after these transactions?

After the equity awards and the tax-related sale, Valentine Curtis directly held 14,795 shares of Sprouts Farmers Market common stock. This figure reflects his post-transaction ownership as reported, excluding unvested restricted stock units and unexercised stock options that may convert into future shares.

What additional unvested equity does SFM CFO Valentine Curtis have outstanding?

Footnotes indicate Curtis’s position includes previously held 6,240 common shares and 4,769 restricted stock units, plus the new 3,786 restricted stock units. These restricted stock units vest in scheduled installments between March 19, 2026, and March 12, 2029, assuming continued employment with Sprouts Farmers Market.