Sprouts Farmers Market (SFM) CFO logs 183-share tax-withholding stock sale

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Financial Officer Curtis Valentine reported an open-market sale of 183 shares of common stock at an average price of $83.4951 per share. According to the footnote, this was a broker-assisted sale to cover withholding taxes from vested restricted stock units and was not a discretionary trade.

Following the transaction, Valentine holds 20,664 equity-linked units, consisting of 12,109 shares of common stock and 8,555 restricted stock units. The restricted stock units vest in tranches between March 19, 2026 and March 12, 2029, contingent on continued employment through each vesting date.

Insights

Equity compensation and insider-trading analyst

Small, non-discretionary tax sale tied to RSU vesting; routine event.

The CFO of Sprouts Farmers Market sold 183 shares of common stock at $83.4951 per share. A footnote states the sale was broker-assisted solely to satisfy withholding tax obligations upon restricted stock unit vesting under the company’s equity plan, not a discretionary trade.

After the sale, the CFO retains 20,664 equity-linked units, including 8,555 restricted stock units that vest in multiple tranches from 2026 to 2029, assuming continued employment. Given the small size and tax-driven nature, this filing is best viewed as routine administration of equity compensation rather than a directional signal.

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^*

Valentine Curtis

(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 Financial 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)		183	D	$83.4951	20,664(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 12,109 shares of common stock and 8,555 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,860 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, 1,624 restricted stock units will vest evenly over two years on September 4, 2026 and September 4, 2027, 1,285 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 3,786 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 Curtis Valentine	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 did Sprouts Farmers Market (SFM) CFO Curtis Valentine report in this Form 4?

The CFO reported selling 183 shares of common stock at an average price of $83.4951 per share. A footnote explains the broker-assisted sale was executed solely to cover withholding taxes on vested restricted stock units, not as a discretionary stock trade.

Was the Sprouts Farmers Market (SFM) CFO’s share sale a discretionary transaction?

No. The filing footnote states the 183-share sale was a broker-assisted transaction mandated under the company’s equity incentive plan. It was executed to satisfy tax withholding obligations from restricted stock unit vesting, rather than a voluntary decision to sell shares in the open market.

How many Sprouts Farmers Market (SFM) shares does the CFO hold after this Form 4 transaction?

After the sale, the CFO holds 20,664 equity-linked units. This total includes 12,109 shares of common stock and 8,555 restricted stock units, as disclosed in the footnote. The remaining restricted stock units represent rights to receive shares upon future vesting dates.

What restricted stock units does the Sprouts Farmers Market (SFM) CFO have outstanding?

The CFO has 8,555 restricted stock units outstanding. These include tranches vesting on March 19, 2026, March 19, 2027, September 4, 2026, September 4, 2027, and evenly over three years starting March 12, 2027, subject to continued employment through each vest date.

Over what period will the Sprouts Farmers Market (SFM) CFO’s RSUs vest?

The restricted stock units vest in stages from March 19, 2026 through March 12, 2029. Several awards vest evenly over two-year and three-year periods on specified March and September dates, conditioned on the CFO remaining employed through each scheduled vesting date.

Does this Sprouts Farmers Market (SFM) Form 4 indicate a major change in insider ownership?

The filing reflects a small tax-related sale of 183 shares, while the CFO retains 20,664 equity-linked units. Given the limited size and non-discretionary purpose, it does not indicate a major shift in insider ownership or a strong directional view on the stock.