Sprouts Farmers Market (SFM) CEO receives new equity grants

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Executive Officer Jack Sinclair reported a mix of equity awards and a small share sale. He received a grant of 56,182 stock options with an exercise price of $78.84 per share, expiring in 2033, which vest in three equal installments on March 12, 2027, March 12, 2028, and March 12, 2029, assuming continued employment. He was also granted 23,217 restricted stock units, each convertible into one share of common stock, vesting on the same three-year schedule. On March 13, 2026, Sinclair sold 1,052 shares of common stock at an average price of $79.3798 per share in a broker-assisted transaction used solely to cover withholding taxes from the RSU vesting, and the filing notes this was not a discretionary trade. After these transactions, he directly holds 196,905 shares of common stock, so the tax-related sale represents a very small portion of his overall position while his long-term equity exposure increased through the new options and RSUs.

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^*

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)
03/12/2026

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(1)	03/12/2026		A		23,217	A	$0	197,957	D
Common Stock, par value $0.001 per share	03/13/2026		S(2)		1,052	D	$79.3798	196,905(3)	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)	$78.84	03/12/2026		A		56,182		(4)	03/12/2033	Common Stock, par value $0.001 per share	56,182	$0	56,182	D

Explanation of Responses:

1. Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. These restricted stock units will vest over three years, with one-third vesting on March 12, 2027; one-third vesting on March 12, 2028; and one-third vesting on March 12, 2029, assuming continued employment through the applicable vest date.

2. 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.

3. Includes, in addition to the 23,217 shares described in Note (1), 150,612 shares of common stock and 23,076 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 15,194 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, and 7,882 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028. All such vests assume continued employment through the applicable vest date.

4. These options become exercisable over three years, with one-third vesting on March 12, 2027; one-third vesting on March 12, 2028; and the remaining one-third vesting on March 12, 2029, assuming continued employment through the applicable vest date.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Jack L. Sinclair	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Sprouts Farmers Market (SFM) CEO Jack Sinclair receive?

Jack Sinclair received 56,182 stock options with a $78.84 exercise price and 23,217 restricted stock units. Both awards vest in three equal annual installments from March 12, 2027 through March 12, 2029, contingent on continued employment.

Did the Sprouts (SFM) CEO sell shares in this Form 4 filing?

Yes. Jack Sinclair sold 1,052 shares of common stock at an average price of $79.3798 per share. The filing explains this was a broker-assisted sale solely to satisfy tax withholding from RSU vesting and was not a discretionary trade by him.

How many Sprouts Farmers Market (SFM) shares does the CEO hold after the transactions?

After the reported transactions, Jack Sinclair directly holds 196,905 shares of Sprouts Farmers Market common stock. This figure reflects his position following the tax-related sale of 1,052 shares and the grant of new restricted stock units.

When do Jack Sinclair’s new Sprouts (SFM) restricted stock units vest?

The 23,217 restricted stock units granted to Jack Sinclair vest over three years. One-third vests on March 12, 2027, another third on March 12, 2028, and the final third on March 12, 2029, assuming continued employment at each date.

What are the terms of the Sprouts (SFM) stock options granted to the CEO?

Jack Sinclair’s 56,182 stock options have an exercise price of $78.84 per share and expire in 2033. They become exercisable in three equal tranches on March 12, 2027, March 12, 2028, and March 12, 2029, subject to continued employment.

Is the Sprouts (SFM) CEO’s share sale considered a market signal?

The filing characterizes the 1,052-share sale as a broker-assisted transaction to cover withholding taxes from RSU vesting. It states this does not represent a discretionary trade by Jack Sinclair, so it is more administrative than a directional market signal.