Sprouts Farmers Market (SFM) CTO awarded RSUs, sells small block for taxes

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. Chief Technology Officer James H. Bahrenburg reported routine equity compensation and related tax sales. On March 12, he received a grant of 4,962 restricted stock units, each representing one future share of common stock, at no cost.

These units vest in three equal installments on March 12, 2027, March 12, 2028, and March 12, 2029, assuming continued employment. On March 13, a total of 136 shares of common stock were sold at an average price of $79.3798 per share in a broker-assisted transaction to satisfy withholding taxes from restricted stock unit vesting, which the company notes was not a discretionary trade. Following these transactions, he directly holds 13,993 shares of common stock.

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^*

Bahrenburg James H

(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 Technology 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		4,962	A	$0	14,129	D
Common Stock, par value $0.001 per share	03/13/2026		S(2)		136	D	$79.3798	13,993(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

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 4,962 shares described in Note (1), 6,657 shares of common stock and 2,374 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,532 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, and 842 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.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for James H. Bahrenburg	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did SFM Chief Technology Officer James H. Bahrenburg report?

James H. Bahrenburg reported two transactions: a grant of 4,962 restricted stock units on March 12 and a broker-assisted sale of 136 common shares on March 13 to cover withholding taxes from vesting equity, described as a non-discretionary trade under the company’s equity plan.

How many Sprouts Farmers Market (SFM) shares did the CTO sell and at what price?

The CTO reported selling 136 shares of Sprouts Farmers Market common stock. The broker-assisted sale was executed at an average price of $79.3798 per share, specifically to satisfy withholding tax obligations arising from restricted stock unit vesting under the company’s equity incentive plan.

Was the SFM CTO’s March 13 share sale a discretionary trade?

The March 13 sale was not a discretionary trade by the CTO. A footnote states it was a broker-assisted sale mandated under the company’s equity incentive plan solely to cover withholding tax liabilities from restricted stock unit vesting, rather than a voluntary open-market decision.

What equity award did SFM grant to its CTO on March 12?

Sprouts Farmers Market granted the CTO 4,962 restricted stock units on March 12. Each unit entitles him to receive one share of common stock upon vesting, providing stock-based compensation tied to continued employment and the company’s future performance over a multi-year period.

When will the CTO’s newly granted SFM restricted stock units vest?

The 4,962 newly granted restricted stock units will vest over three years. One-third of the units vest on March 12, 2027, another third on March 12, 2028, and the final third on March 12, 2029, contingent on his continued employment through each vesting date.

How many SFM shares does the CTO hold after these Form 4 transactions?

After the reported transactions, the CTO directly holds 13,993 shares of Sprouts Farmers Market common stock. This figure reflects his position following the grant of restricted stock units and the small broker-assisted sale of 136 shares to cover tax withholding obligations from equity vesting.