Jack Sinclair reports option exercises and market sales for Sprouts (SFM)

Rhea-AI Filing Summary

Jack L. Sinclair, CEO and director of Sprouts Farmers Market (SFM), reported option exercises and planned sales under a Rule 10b5-1 plan. On 09/02/2025 and 09/03/2025 Mr. Sinclair had option-related acquisitions of 4,045 shares each day at a $16.47 exercise price and concurrently reported sales of 4,045 shares on each day at weighted-average prices of $138.5956 and $137.258 respectively. Following these transactions he reported beneficial ownership of 174,740 shares (including 38,573 restricted stock units that vest through 2028). The filing notes the sales were pursuant to a 10b5-1 trading plan and that the disclosed options are presently exercisable.

Positive

• Transactions were executed under a Rule 10b5-1 trading plan, indicating preplanned, rule-compliant sales.
• Options were exercised at $16.47, converting long-dated compensation into shares and realizing intrinsic value.
• Reporting discloses detailed RSU vesting schedule (through 2028), improving transparency about future dilution.

Negative

• Reported sales reduced beneficial ownership from 178,785 shares to 174,740 shares.
• Insider sold multiple blocks at high prices (~$137–$139), which may be viewed by some investors as executive liquidity-taking.

Insights

Financial Analyst

TL;DR: Insider exercised options at $16.47 then sold shares under a 10b5-1 plan at ~ $137–$139, leaving ~174,740 shares beneficially owned.

The filing shows standard executive liquidity: exercise of in-the-money options (exercise price $16.47) followed by systematic sales under a pre-established Rule 10b5-1 plan at weighted-average prices of $138.5956 and $137.258. The net reported change reduces direct beneficial holdings to 174,740 shares, which include 38,573 restricted stock units with staged vesting through 2028. For investors, this is a routine monetization of long-held equity rather than an operational signal; the transactions crystallize long-term compensation value while keeping a substantial stake.

Corporate Governance Expert

TL;DR: CEO used a 10b5-1 plan and exercised exercisable options; disclosures and vesting schedules are clearly reported.

The report properly discloses that sales were executed pursuant to a Rule 10b5-1 plan, which provides affirmative-defense timing. It itemizes restricted stock unit vesting dates and confirms options are presently exercisable. From a governance perspective the filing follows disclosure best practices by providing weighted-average sale prices and vesting detail, enabling stakeholders to assess ongoing insider alignment and future dilution timing associated with RSU vesting.

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

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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).

X

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^*

Sinclair Jack

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		M		4,045	A	$16.47	178,785	D
Common Stock, par value $0.001 per share	09/02/2025		S(1)		4,045	D	$138.5956(2)	174,740	D
Common Stock, par value $0.001 per share	09/03/2025		M		4,045	A	$16.47	178,785	D
Common Stock, par value $0.001 per share	09/03/2025		S(1)		4,045	D	$137.258(3)	174,740(4)	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
Stock Option (right to buy)	$16.47	09/02/2025		M			4,045	(5)	03/09/2027	Common Stock, par value $0.001 per share	4,045	$0	141,593	D
Stock Option (right to buy)	$16.47	09/03/2025		M			4,045	(5)	03/09/2027	Common Stock, par value $0.001 per share	4,045	$0	137,548	D

Explanation of Responses:

1. This transaction was pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.010 to $139.455 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.35 to $138.44 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Includes 136,167 shares of common stock and 38,573 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 11,556 restricted stock units will vest on March 14, 2026, 15,194 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027 and 11,823 restricted stock units will vest evenly over three years on March 12, 2026, March 12, 2027 and March 12, 2028. All such vests assume continued employment through the applicable vest date.

5. All such options are presently exercisable.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Jack L. Sinclair	09/03/2025
	** 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 transactions did Jack L. Sinclair report on Form 4 for SFM?

On 09/02/2025 and 09/03/2025 Mr. Sinclair reported option-related acquisitions of 4,045 shares each day at a $16.47 exercise price and sales of 4,045 shares each day at weighted-average prices of $138.5956 and $137.258 respectively.

Were the sales made under a prearranged plan?

Yes. The filing states these sales were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

How many shares does Sinclair beneficially own after these transactions?

The Form 4 reports 174,740 shares beneficially owned following the reported transactions, which includes 38,573 restricted stock units.

What are the RSU vesting details disclosed in the filing?

The filing discloses 11,556 RSUs vesting on March 14, 2026, 15,194 RSUs vesting evenly on March 19, 2026 and March 19, 2027, and 11,823 RSUs vesting evenly on March 12, 2026, March 12, 2027, and March 12, 2028.

Are the reported options exercisable and what is their expiration?

The Form 4 states all such options are presently exercisable and have an expiration date of 03/09/2027 as disclosed in the derivative securities table.