Sprouts (SFM) officer sells 346 shares for RSU tax withholding; 23,549 shares owned

Rhea-AI Filing Summary

Dustin Hamilton, Chief Stores Officer of Sprouts Farmers Market (SFM), sold 346 shares of common stock at $140.15 per share on 09/05/2025 via a broker-assisted transaction to satisfy withholding taxes tied to vested restricted stock units (RSUs). After the sale he beneficially owned 23,549 shares, comprised of 13,758 vested shares and 9,791 RSUs that convert to one share each upon vesting. The filing lists specific RSU vesting dates and amounts, including vests on 10/10/2025, multiple dates in 2026–2028, and notes all vests require continued employment. The Form 4 was signed by an attorney-in-fact on 09/09/2025.

Positive

• Broker-assisted sale was executed solely to satisfy withholding tax on RSU vesting, not a discretionary trade
• Filing discloses post-transaction beneficial ownership (23,549 shares) and detailed RSU vesting schedule

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine, non-discretionary sale to cover tax withholding from RSU vesting; disclosure provides clear vesting schedule and ownership post-transaction.

The filing documents a broker-assisted sale of 346 shares at $140.15 to satisfy tax withholding tied to RSU vesting, which is commonly authorized under equity plans and not an active investment decision by the officer. The report improves transparency by disclosing the post-transaction beneficial ownership of 23,549 shares and detailing future vesting tranches and dates. For governance reviewers, this indicates compliance with reporting rules and no apparent undisclosed compensation arrangements.

Securities Analyst

TL;DR: Insider sale appears procedural rather than opportunistic; the disclosed ownership and vesting schedule limit interpretive risk for investors.

From a market-impact perspective, the sale of 346 shares is immaterial relative to typical public float and appears solely to satisfy tax obligations from RSU vesting. The detailed vesting schedule—including tranches in 2025, 2026, 2027 and 2028—helps model future potential share issuance from RSU settlements. No discretionary trading or large-scale divestiture is indicated.

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
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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^*

Hamilton Dustin

(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 Stores Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		S(1)		346	D	$140.15	23,549(2)	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. 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.

2. Includes 13,758 shares of common stock and 9,791 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,807 restricted stock units will vest on October 10, 2025, 2,961 restricted stock units will vest on March 14, 2026, 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 2,491 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.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Dustin Hamilton	09/09/2025
	** 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 did Dustin Hamilton (SFM) report on Form 4?

He reported a broker-assisted sale of 346 shares at $140.15 on 09/05/2025 to satisfy withholding taxes from RSU vesting.

How many shares does Dustin Hamilton beneficially own after the transaction?

He beneficially owns 23,549 shares, including 13,758 shares and 9,791 restricted stock units.

Are the restricted stock units (RSUs) scheduled to vest? When?

Yes. Examples include 1,807 RSUs vesting on 10/10/2025 and multiple tranches vesting across 2026–2028 as disclosed in the filing.

Was the sale a discretionary trade by the reporting person?

No. The filing states the sale was to satisfy withholding tax obligations and was not a discretionary transaction by the reporting person.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Brandon F. Lombardi, Attorney-in-Fact for Dustin Hamilton, on 09/09/2025.