Sprouts (SFM) CFO gets 8,320 shares, sells portion for taxes

Rhea-AI Filing Summary

Sprouts Farmers Market Chief Financial Officer Curtis Valentine reported compensation-related stock activity. On March 14, 2026, Valentine received 8,320 shares of common stock from performance share awards that vested after the company’s 2025 goals were certified at the 200% level.

On March 16, 2026, 2,268 shares were sold at an average price of $80.82 per share in a broker-assisted transaction to pay withholding taxes triggered by the vesting. The footnotes state this sale was mandated under the equity plan and was not a discretionary trade. After these transactions, Valentine directly holds 20,847 common shares, along with additional unvested restricted stock units scheduled to vest over future 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^*

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)
03/14/2026

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	03/14/2026		A(1)		8,320	A	$0	23,115	D
Common Stock, par value $0.001 per share	03/16/2026		S(2)		2,268	D	$80.8238	20,847(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. On March 14, 2023, the reporting person was granted performance share awards covering 4,160 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of 2025 performance goals as certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria for fiscal 2025 by the Issuer's compensation committee at the 200% performance level, 8,320 shares vested on March 14, 2026.

2. This transaction was a broker-assisted sale of shares of common stock to satisfy the withholding tax liability incurred upon the vesting of performance share awards, 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 12,292 shares of common stock and 8,555 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, 1,285 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 3,786 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 Curtis Valentine	03/17/2026
	** 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).
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FAQ

What insider transactions did Sprouts Farmers Market (SFM) CFO Curtis Valentine report?

Curtis Valentine reported a share grant and a related tax sale. He received 8,320 common shares from vested performance awards, then 2,268 shares were sold in a broker-assisted transaction to cover withholding taxes required under the company’s equity incentive plan.

How many Sprouts (SFM) shares did the CFO sell and at what price?

The CFO had 2,268 Sprouts shares sold at about $80.82 each. The average sale price was $80.8238 per share, and the transaction was executed by a broker solely to satisfy tax withholding obligations tied to vesting awards.

Was the Sprouts (SFM) CFO’s recent stock sale a discretionary trade?

No, the reported sale was not discretionary. Footnotes explain the broker-assisted sale of 2,268 shares was mandated under Sprouts’ equity incentive plan to cover withholding taxes from vesting performance share awards, rather than a voluntary open-market decision by the CFO.

What performance condition led to the CFO receiving 8,320 Sprouts (SFM) shares?

The 8,320 shares vested after maximum performance was achieved. Performance share awards originally covered 4,160 target shares, with zero to 200% vesting based on 2025 goals. After certification at the 200% level, 8,320 shares vested on March 14, 2026.

How many Sprouts (SFM) shares does the CFO hold after these transactions?

After the reported sale, the CFO directly owns 20,847 common shares. Footnotes also reference 8,555 restricted stock units that vest in tranches between March 2026 and March 2029, assuming continued employment through each scheduled vesting date.