Sprouts Farmers Market (SFM) officer reports tax sale and new equity awards

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Stores Officer Dustin Hamilton reported routine equity compensation activity and a small tax-related share sale. He received 2,445 shares of common stock as restricted stock units that vest in three equal parts on March 12 of 2027, 2028, and 2029, subject to continued employment. He also received 5,918 stock options with a $78.84 exercise price that vest in thirds on the same dates.

On March 13, he sold 330 common shares at an average price of $79.3798 in a broker-assisted transaction solely to cover withholding taxes from the RSU vesting, under the company’s equity plan and not as a discretionary trade. After this sale, he directly held 17,596 common shares, in addition to other outstanding restricted stock units.

Insider Trade Summary

Net Seller: 330 shares ($26,195)

Net Sell 3 txns

Insider Hamilton Dustin

Role Chief Stores Officer

Sold 330 shs ($26K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 per share	330	$79.3798	$26K
Grant/Award	Stock Option (right to buy)	5,918	$0.00	--
Grant/Award	Common Stock, par value $0.001 per share	2,445	$0.00	--

Holdings After Transaction: Common Stock, par value $0.001 per share — 17,596 shares (Direct); Stock Option (right to buy) — 5,918 shares (Direct)

Footnotes (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. 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, in addition to the 2,445 shares described in Note (1), 10,959 shares of common stock and 4,192 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,178 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 1,354 restricted stock units will vest evenly over two years on September 4, 2026 and September 4, 2027, and 1,660 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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/16/2026 - 07:13 PM

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^*

Hamilton Dustin

(Last)

(First)

(Middle)

5455 EAST HIGH STREET, SUITE 111

(Street)

PHOENIX

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 Stores 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share⁽¹⁾	03/12/2026		A		2,445	A	$0	17,926	D
Common Stock, par value $0.001 per share	03/13/2026		S⁽²⁾		330	D	$79.3798	17,596⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$78.84	03/12/2026		A		5,918		⁽⁴⁾	03/12/2033	Common Stock, par value $0.001 per share	5,918	$0	5,918	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 2,445 shares described in Note (1), 10,959 shares of common stock and 4,192 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,178 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 1,354 restricted stock units will vest evenly over two years on September 4, 2026 and September 4, 2027, and 1,660 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 Dustin Hamilton	03/16/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Sprouts Farmers Market (SFM) report for Dustin Hamilton?

Dustin Hamilton reported a small tax-related sale of 330 common shares and two equity awards: 2,445 restricted stock units and 5,918 stock options. These transactions reflect compensation grants and required tax withholding rather than discretionary buying or selling activity.

Why did Dustin Hamilton sell 330 Sprouts Farmers Market (SFM) shares?

The 330-share sale was conducted to cover withholding taxes triggered by the vesting of restricted stock units. It was a broker-assisted transaction required under the company’s equity incentive plan and is described as non-discretionary for the reporting officer.

What new stock option grant did Sprouts Farmers Market (SFM) give Dustin Hamilton?

He received 5,918 stock options with an exercise price of $78.84 per share. These options vest in three equal installments on March 12 of 2027, 2028, and 2029, assuming he remains employed through each applicable vesting date.

What restricted stock units did Dustin Hamilton receive from Sprouts Farmers Market (SFM)?

He was granted 2,445 restricted stock units, each representing one future common share. The units vest in three equal tranches on March 12, 2027, March 12, 2028, and March 12, 2029, contingent on continued employment with the company.

How many Sprouts Farmers Market (SFM) shares does Dustin Hamilton hold after these transactions?

Following the 330-share tax-related sale, he directly holds 17,596 common shares. He also holds additional restricted stock units that will convert into common shares over time as they vest under previously granted and newly granted equity awards.

Are Dustin Hamilton’s recent Sprouts Farmers Market (SFM) trades discretionary?

The 330-share sale is described as a broker-assisted transaction mandated by the company’s equity incentive plan to satisfy tax withholding. The other transactions are equity grants, so the activity reflects compensation and tax requirements rather than discretionary market trading.