Sprouts (NASDAQ: SFM) executive sells shares to cover RSU tax liability

Rhea-AI Filing Summary

Sprouts Farmers Market Chief Supply Chain Officer Joseph L. Hurley reported an open-market sale of 456 shares of common stock at an average price of $83.4951 per share. According to the disclosure, this broker-assisted sale was executed solely to satisfy withholding tax obligations arising from the vesting of restricted stock units and was mandated under the company’s equity incentive plan, meaning it was not a discretionary trade. After the transaction, Hurley holds 28,605 share-based interests, consisting of 22,020 shares of common stock and 6,585 restricted stock units scheduled to vest in tranches 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 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)
	Chief Supply Chain Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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	03/18/2026		S(1)		456	D	$83.4951	28,605(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 22,020 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	03/19/2026
	** 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 insider transaction did SFM executive Joseph Hurley report?

Joseph L. Hurley reported selling 456 shares of Sprouts Farmers Market common stock. The shares were sold at an average price of $83.4951 per share in a broker-assisted transaction tied to tax withholding on vesting restricted stock units, not a discretionary trade.

Why did Sprouts (SFM) executive Joseph Hurley sell 456 shares?

The 456 shares were sold to cover withholding tax liabilities from vesting restricted stock units. The sale was mandated by Sprouts Farmers Market’s equity incentive plan and executed as a broker-assisted transaction, meaning it did not represent a voluntary trading decision by Hurley.

How many Sprouts Farmers Market (SFM) shares does Joseph Hurley hold after the sale?

After the transaction, Joseph Hurley holds 28,605 share-based interests in Sprouts. This includes 22,020 shares of common stock and 6,585 restricted stock units that each convert into one share upon vesting over several dates through March 2029, subject to continued employment.

What are the vesting terms of Joseph Hurley’s SFM restricted stock units?

Hurley holds 6,585 restricted stock units in Sprouts Farmers Market. Of these, 1,473 vest evenly on March 19, 2026 and March 19, 2027, 1,295 vest on March 12, 2027 and March 12, 2028, and 3,817 vest across March 12, 2027, 2028, and 2029.

Was Joseph Hurley’s SFM share sale part of routine tax withholding?

Yes. The filing states the sale was a broker-assisted transaction to satisfy withholding tax liability from restricted stock unit vesting. It was mandated under Sprouts Farmers Market’s equity incentive plan documents and explicitly described as not a discretionary trade by Hurley.

Does Joseph Hurley’s Form 4 indicate any remaining SFM stock options or derivatives?

The Form 4 derivative summary is empty, indicating no derivative security transactions in this filing. The reported holdings consist of Sprouts Farmers Market common stock and restricted stock units, which each convert into one share of common stock upon vesting according to the schedule disclosed.