Sprouts (NASDAQ: SFM) VP sells shares to cover RSU tax bill

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. VP and Controller Stacy W. Hilgendorf reported an open-market sale of 228 shares of common stock on March 20, 2026 at an average price of $83.9715 per share. The footnotes explain this was a broker-assisted sale to cover withholding taxes due upon the vesting of restricted stock units under the company’s equity incentive plan, and is described as a non-discretionary transaction rather than a voluntary trade.

Following this tax-related sale, Hilgendorf’s reported position totals 9,389 equity-linked units, consisting of 5,590 shares of common stock and 3,799 restricted stock units. The restricted stock units are scheduled to vest in tranches through March 2029, assuming continued employment at each applicable vesting date.

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).

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^*

Hilgendorf Stacy W.

(Last) (First) (Middle)

5455 EAST HIGH STREET, SUITE 111

(Street)

PHOENIX ARIZONA 85054

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	VP, Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/20/2026		S(1)		228	D	$83.9715	9,389(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 5,590 shares of common stock and 3,799 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 841 restricted stock units will vest on March 19, 2027, 738 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 2,220 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 Stacy W. Hilgendorf	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did SFM executive Stacy Hilgendorf report in this Form 4 filing?

Stacy Hilgendorf, VP and Controller of Sprouts Farmers Market (SFM), reported selling 228 shares of common stock at $83.9715 per share. The sale was executed on March 20, 2026 and was linked to tax obligations from restricted stock unit vesting.

Was the SFM insider stock sale by Stacy Hilgendorf discretionary?

The sale was described as non-discretionary. It was a broker-assisted transaction required to satisfy withholding tax liabilities triggered by restricted stock unit vesting under Sprouts Farmers Market’s equity incentive plan documents, rather than a voluntary open-market decision by the executive.

How many SFM shares and units does Stacy Hilgendorf hold after the reported sale?

After the sale, Stacy Hilgendorf’s reported position totals 9,389 equity-linked units. This includes 5,590 shares of Sprouts Farmers Market common stock and 3,799 restricted stock units that each represent the right to receive one share upon vesting.

What is the vesting schedule for Stacy Hilgendorf’s restricted stock units at SFM?

Stacy Hilgendorf’s restricted stock units vest in several tranches between March 2027 and March 2029. Specific blocks vest on March 19, 2027, and then evenly over two- and three-year schedules on March 12, 2027, March 12, 2028, and March 12, 2029, contingent on continued employment.

How large is the reported SFM stock sale compared with Stacy Hilgendorf’s holdings?

The reported transaction covered 228 shares of Sprouts Farmers Market common stock. Following the sale, Hilgendorf continues to hold 5,590 shares plus 3,799 restricted stock units, indicating the sale represents a relatively small portion of the total reported equity-linked position.

What role does withholding tax play in this SFM insider transaction?

The filing explains the sale was conducted to satisfy withholding tax obligations that arose when restricted stock units vested. Under Sprouts Farmers Market’s equity incentive plan, such tax liabilities can be covered through broker-assisted share sales instead of separate cash payments by the executive.