Sprouts Farmers Market (SFM) COO equity vesting and tax-driven share sale

Rhea-AI Filing Summary

Sprouts Farmers Market President & COO Nicholas Konat reported a mix of equity compensation and related share disposition. On March 14, 2026, 27,772 performance share awards vested after the company’s compensation committee certified fiscal 2025 results at the 200% performance level, increasing his direct holdings.

On March 16, 2026, a broker-assisted sale of 10,123 shares at an average price of $80.8238 was executed to cover withholding taxes triggered by the vesting, as mandated under the equity plan and not as a discretionary trade. After these transactions, Konat holds 80,139 shares and restricted stock units in total.

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)
03/14/2026

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)		27,772	A	$0	90,262	D
Common Stock, par value $0.001 per share	03/16/2026		S(2)		10,123	D	$80.8238	80,139(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 13,886 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, 27,772 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 68,044 shares of common stock and 12,095 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, 2,429 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 7,155 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 Nicholas Konat	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) report for Nicholas Konat?

Sprouts Farmers Market reported that President & COO Nicholas Konat had 27,772 performance share awards vest, then 10,123 shares were sold in a broker-assisted transaction to cover tax withholding obligations arising from that vesting, as required under the company’s equity incentive plan.

How many Sprouts Farmers Market (SFM) shares did Nicholas Konat sell and at what price?

Nicholas Konat disposed of 10,123 shares of Sprouts Farmers Market common stock at an average price of $80.8238 per share. The sale was broker-assisted and executed specifically to satisfy withholding tax liabilities tied to recently vested performance share awards.

Was Nicholas Konat’s Sprouts Farmers Market (SFM) share sale a discretionary trade?

The sale was not a discretionary trade. The Form 4 footnote explains it was a broker-assisted sale mandated by Sprouts Farmers Market’s equity incentive plan to cover tax withholding obligations created when performance share awards vested for fiscal 2025.

What performance share awards vested for Nicholas Konat at Sprouts Farmers Market (SFM)?

Konat’s grant from March 14, 2023 covered 13,886 target shares, with zero to 200% vesting based on 2025 performance. After the compensation committee certified achievement at the 200% level, 27,772 Sprouts Farmers Market shares vested on March 14, 2026.

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

Following the vesting and tax-related sale, Konat’s holdings total 80,139 securities, including 68,044 Sprouts Farmers Market common shares and 12,095 restricted stock units. The restricted stock units vest over multiple dates between March 2026 and March 2029, assuming continued employment.

How do Nicholas Konat’s restricted stock units in Sprouts Farmers Market (SFM) vest over time?

Konat holds 12,095 restricted stock units that each convert into one share upon vesting. 2,511 units vest evenly in 2026 and 2027, 2,429 units vest evenly in 2027 and 2028, and 7,155 units vest evenly across 2027, 2028, and 2029, contingent on continued employment.