Sprouts (NASDAQ: SFM) COO granted options and RSUs, sells shares for tax

Rhea-AI Filing Summary

Sprouts Farmers Market President & COO Nicholas Konat reported a mix of equity awards and a small mandated share sale. He received a grant of 17,315 stock options with an exercise price of $78.84 per share, expiring in 2033, vesting in three equal installments from March 12, 2027 through March 12, 2029. He was also granted 7,155 restricted stock units that vest in thirds on the same dates, each RSU converting into one share upon vesting. To cover withholding taxes from RSU vesting, a broker-assisted sale of 340 shares at $79.3798 per share was executed, described as non-discretionary under the company’s equity plan. After these transactions, Konat directly owns 62,490 shares of common stock, alongside additional unvested RSUs and options scheduled to vest over the next several years.

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^*

Konat Nicholas

(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)
	President & COO

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		7,155	A	$0	62,830	D
Common Stock, par value $0.001 per share	03/13/2026		S(2)		340	D	$79.3798	62,490(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		17,315		(4)	03/12/2033	Common Stock, par value $0.001 per share	17,315	$0	17,315	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 7,155 shares described in Note (1), 50,395 shares of common stock and 4,940 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 2,511 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, and 2,429 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 Nicholas Konat	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did SFM executive Nicholas Konat report?

Nicholas Konat reported new equity awards and a small share sale. He received 17,315 stock options and 7,155 restricted stock units, and 340 shares were sold in a broker-assisted transaction to satisfy tax withholding tied to RSU vesting.

How many Sprouts Farmers Market (SFM) shares does Nicholas Konat hold after these transactions?

Following the reported transactions, Nicholas Konat directly owns 62,490 shares of Sprouts Farmers Market common stock. In addition, the filing notes unvested restricted stock units and stock options that may convert into more shares as they vest over future years.

Why were 340 SFM shares sold in Nicholas Konat’s Form 4 filing?

The 340 Sprouts Farmers Market shares were sold in a broker-assisted transaction solely to cover withholding taxes from the vesting of restricted stock units. The filing specifies this sale was mandated under the company’s equity plan and not a discretionary trade.

What equity awards did SFM grant to Nicholas Konat in this Form 4?

Sprouts granted Nicholas Konat 17,315 stock options with a strike price of $78.84 per share and 7,155 restricted stock units. Both awards vest in three equal installments on March 12, 2027, March 12, 2028, and March 12, 2029, assuming continued employment.

How do Nicholas Konat’s new Sprouts (SFM) stock options vest and when do they expire?

Konat’s 17,315 stock options vest in three equal annual tranches on March 12, 2027, March 12, 2028, and March 12, 2029. The options carry an exercise price of $78.84 per share and expire on March 12, 2033, if not exercised earlier.

What is the vesting schedule for Nicholas Konat’s new SFM restricted stock units?

The 7,155 restricted stock units granted to Nicholas Konat vest over three years, with one-third vesting on March 12, 2027, one-third on March 12, 2028, and one-third on March 12, 2029. Each unit delivers one share of common stock upon vesting.