Sprouts Farmers Market (SFM) CLO vests 15,552 shares, sells 4,871 for taxes

Rhea-AI Filing Summary

Sprouts Farmers Market Chief Legal Officer Brandon F. Lombardi reported equity compensation vesting and related tax sales. On March 14, 2026, 15,552 performance-based shares of common stock vested after the compensation committee certified 2025 results at 200% of target. On March 16, 2026, 4,871 shares were sold in open-market transactions at about $80.82 per share to cover withholding taxes, as mandated under the company’s equity plan and described as non-discretionary. Following these transactions, Lombardi held 20,007 common shares directly, along with additional restricted stock units scheduled to vest over the next several years.

Insider Trade Summary

Net Seller: 4,871 shares ($393,693)

Net Sell 2 txns

Insider Lombardi Brandon F.

Role Chief Legal Officer

Sold 4,871 shs ($394K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.001 per share	4,871	$80.8238	$394K
Grant/Award	Common Stock, par value $0.001 per share	15,552	$0.00	--

Holdings After Transaction: Common Stock, par value $0.001 per share — 20,007 shares (Direct)

Footnotes (1)

1. On March 14, 2023, the reporting person was granted performance share awards covering 7,776 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, 15,552 shares vested on March 14, 2026. 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. Includes 12,503 shares of common stock and 7,504 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,406 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 1,545 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 4,553 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Lombardi Brandon F.

(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 Legal 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)		15,552	A	$0	24,878	D
Common Stock, par value $0.001 per share	03/16/2026		S(2)		4,871	D	$80.8238	20,007(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 7,776 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, 15,552 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 12,503 shares of common stock and 7,504 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,406 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 1,545 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 4,553 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	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).
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.

FAQ

What insider transactions did Sprouts Farmers Market (SFM) report for Brandon Lombardi?

Brandon Lombardi reported a vesting of 15,552 performance-based shares on March 14, 2026, and a sale of 4,871 shares on March 16, 2026. The sale was solely to satisfy tax withholding obligations under the company’s equity incentive plan.

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

The Chief Legal Officer sold 4,871 shares of Sprouts Farmers Market common stock at an average price of about $80.8238 per share. According to the filing, this broker-assisted sale was made to cover withholding taxes from vesting awards, not as a discretionary trade.

What equity awards vested for Sprouts Farmers Market (SFM) Chief Legal Officer?

Performance share awards covering 15,552 shares vested for the Chief Legal Officer on March 14, 2026. These awards were originally granted at a 7,776-share target in 2023 and vested at 200% after 2025 performance was certified by the compensation committee.

How many Sprouts Farmers Market (SFM) shares does Brandon Lombardi hold after these transactions?

After the March 16, 2026 sale, Brandon Lombardi directly held 20,007 shares of Sprouts Farmers Market common stock. Footnote disclosure also indicates he holds 7,504 restricted stock units that will vest in tranches between March 2026 and March 2029, subject to continued employment.

Were the Sprouts Farmers Market (SFM) insider sales discretionary trades?

The filing states the 4,871-share sale was a broker-assisted transaction mandated to cover withholding tax liabilities from vesting performance share awards. It specifically notes the sale does not represent a discretionary trade by the reporting person under the company’s equity incentive plan.