Sprouts (NASDAQ: SFM) supply chain chief logs award vesting and tax-driven share sale

Rhea-AI Filing Summary

Sprouts Farmers Market Chief Supply Chain Officer Joseph L. Hurley reported a mix of equity award vesting and share sales. On March 14, 2026, performance share awards previously granted in 2023 vested at the 200% performance level, delivering 12,788 shares of common stock. On March 16, 2026, he sold 3,910 shares at an average price of $80.8238 per share in a broker-assisted transaction to satisfy withholding tax obligations required under the company’s equity plan, described as non-discretionary. After these transactions, he directly held 29,061 shares of common stock, including 22,476 shares plus 6,585 restricted stock units scheduled to vest between March 2026 and March 2029, subject to continued employment.

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^*

Hurley Joseph L

(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 Supply Chain 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	32,971	D
Common Stock, par value $0.001 per share	03/16/2026		S(2)		3,910	D	$80.8238	29,061(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 22,476 shares of common stock and 6,585 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, 1,295 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 3,817 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 Joseph L. Hurley	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 Joseph L. Hurley report on this Form 4?

Joseph L. Hurley reported a grant-related acquisition and a tax-related sale. Performance share awards vested into 12,788 common shares, and 3,910 shares were sold in a broker-assisted transaction to cover withholding taxes mandated by Sprouts Farmers Market’s equity incentive plan.

How many Sprouts Farmers Market (SFM) shares did Joseph L. Hurley sell and at what price?

He sold 3,910 shares of Sprouts Farmers Market common stock. The sale occurred at an average price of $80.8238 per share in a broker-assisted transaction, executed specifically to satisfy tax withholding obligations tied to recently vested performance share awards.

What performance-based awards vested for SFM’s Chief Supply Chain Officer on March 14, 2026?

Performance share awards originally granted on March 14, 2023 vested. They were tied to 2025 performance goals and, after certification at the 200% performance level, produced 12,788 shares of Sprouts Farmers Market common stock for Joseph L. Hurley on March 14, 2026.

Was the SFM share sale by Joseph L. Hurley a discretionary trade?

The sale was not discretionary. Footnotes state the 3,910-share broker-assisted sale was mandated by Sprouts Farmers Market’s equity incentive plan solely to cover the withholding tax liability from the vesting of performance share awards, rather than a voluntary open-market decision.

How many Sprouts Farmers Market (SFM) shares and RSUs does Joseph L. Hurley hold after these transactions?

After the reported transactions, he directly holds 29,061 share-based interests. This includes 22,476 shares of Sprouts Farmers Market common stock and 6,585 restricted stock units scheduled to vest between March 2026 and March 2029, contingent on continued employment.

What is the vesting schedule for Joseph L. Hurley’s remaining SFM restricted stock units?

He has 6,585 restricted stock units outstanding. Footnotes state 1,473 will vest equally on March 19, 2026 and March 19, 2027, 1,295 will vest equally on March 12, 2027 and March 12, 2028, and 3,817 will vest equally on March 12, 2027, 2028 and 2029.