Sprouts Farmers Market (SFM) HR chief vests 12,788 shares, sells 3,668 to cover taxes

Rhea-AI Filing Summary

Sprouts Farmers Market Chief Human Resources Officer Timmi Zalatoris reported a mix of equity compensation and related share sales. On March 14, 2026, 12,788 performance-based shares of common stock vested after the company’s compensation committee certified achievement of 2025 goals at the 200% performance level.

On March 16, 2026, 3,668 shares were sold in a broker-assisted transaction at an average price of $80.8238 per share to cover withholding taxes mandated under the company’s equity plan, which the filing states was not a discretionary trade. After these transactions, Zalatoris held 24,187 common share equivalents, including 20,159 shares and 4,028 restricted stock units subject to future vesting schedules through 2029.

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^*

Zalatoris Timmi

(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 Human Resources 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)		12,788	A	$0	27,855	D
Common Stock, par value $0.001 per share	03/16/2026		S(2)		3,668	D	$80.8238	24,187(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 6,394 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, 12,788 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 20,159 shares of common stock and 4,028 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,473 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 647 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 1,908 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 Timmi Zalatoris	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 SFM executive Timmi Zalatoris report?

Timmi Zalatoris reported vesting of 12,788 performance-based Sprouts Farmers Market shares and a sale of 3,668 shares. The sale was broker-assisted solely to satisfy tax withholding obligations from the vesting, under the company’s equity plan, and was not a discretionary market trade.

Why did Timmi Zalatoris sell 3,668 shares of SFM stock?

The 3,668 Sprouts Farmers Market shares were sold in a broker-assisted transaction to cover withholding tax liabilities from vested performance share awards. The filing explains this sale was mandated by the company’s equity incentive plan election and does not represent a discretionary trade by Zalatoris.

How many Sprouts Farmers Market shares vested for Timmi Zalatoris?

A total of 12,788 performance share awards vested for Timmi Zalatoris after the compensation committee certified 2025 performance at the 200% level. These shares stemmed from a 2023 grant targeting 6,394 shares, with actual vesting tied to achieving those multi-year performance goals.

What are Timmi Zalatoris’s SFM holdings after these transactions?

Following the reported transactions, Timmi Zalatoris holds 24,187 Sprouts Farmers Market common share equivalents. This includes 20,159 shares of common stock and 4,028 restricted stock units, each unit representing one share, scheduled to vest in tranches from March 2026 through March 2029.

How are Timmi Zalatoris’s restricted stock units in SFM scheduled to vest?

Zalatoris’s 4,028 restricted stock units vest over several dates. 1,473 units vest evenly on March 19, 2026 and March 19, 2027; 647 units vest evenly on March 12, 2027 and March 12, 2028; and 1,908 units vest evenly across March 12, 2027, 2028, and 2029, subject to continued employment.

What performance conditions triggered Timmi Zalatoris’s SFM share vesting?

The vested 12,788 shares came from a March 14, 2023 performance share grant targeting 6,394 shares. Between zero and 200% of that target could vest based on 2025 performance goals, and the compensation committee certified achievement at the 200% level, leading to maximum vesting.