Sprouts Farmers Market, Inc. Insider Trading Activity

Accepted by SEC EDGAR 08/06/2025 - 07:26 PM EDT Learn about SEC filing dates

Insider Trade Summary

Exercise and Sale: 8,090 shares ($1.11M approx. pre-tax spread)

Exercise and Sale 6 txns

Insider Sinclair Jack

Role Chief Executive Officer

Sold 8,090 shs ($1.25M)

Approx. gross sale proceeds $1.25M

Approx. exercise cost $133K

Approx. pre-tax spread $1.11M

Share of Position Sold 4.4%

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	4,045	$0.00	$0.00
Exercise	Common Stock, par value $0.001 per share	4,045	$16.47	$67K
Sale	Common Stock, par value $0.001 per share	4,045	$151.3745	$612K
Exercise	Stock Option (right to buy)	4,045	$0.00	$0.00
Exercise	Common Stock, par value $0.001 per share	4,045	$16.47	$67K
Sale	Common Stock, par value $0.001 per share	4,045	$156.7587	$634K

Holdings After Transaction: Stock Option (right to buy) — 145,638 contracts (Direct); Common Stock, par value $0.001 per share — 174,740 shares (Direct)

Holdings Before and After: Stock Option (right to buy), 153,728 to 145,638 contracts (Direct); Common Stock, par value $0.001 per share, 174,740 to 174,740 shares (Direct)

Other Insiders: 1 other insider reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (5)

1. F1. This transaction was pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
2. F2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.63 to $160.175 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.005 to $157.425 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. F4. Includes 136,167 shares of common stock and 38,573 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 11,556 restricted stock units will vest on March 14, 2026, 15,194 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027 and 11,823 restricted stock units will vest evenly over three years on March 12, 2026, March 12, 2027 and March 12, 2028. All such vests assume continued employment through the applicable vest date.
5. F5. All such options are presently exercisable.

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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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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)
08/04/2025

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	08/04/2025		M		4,045	A	$16.47	178,785	D
Common Stock, par value $0.001 per share	08/04/2025		S(1)		4,045	D	$156.7587(2)	174,740	D
Common Stock, par value $0.001 per share	08/05/2025		M		4,045	A	$16.47	178,785	D
Common Stock, par value $0.001 per share	08/05/2025		S(1)		4,045	D	$151.3745(3)	174,740(4)	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)	$16.47	08/04/2025		M			4,045	(5)	03/09/2027	Common Stock, par value $0.001 per share	4,045	$0	149,683	D
Stock Option (right to buy)	$16.47	08/05/2025		M			4,045	(5)	03/09/2027	Common Stock, par value $0.001 per share	4,045	$0	145,638	D

Explanation of Responses:

1. This transaction was pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.63 to $160.175 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.005 to $157.425 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Includes 136,167 shares of common stock and 38,573 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 11,556 restricted stock units will vest on March 14, 2026, 15,194 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027 and 11,823 restricted stock units will vest evenly over three years on March 12, 2026, March 12, 2027 and March 12, 2028. All such vests assume continued employment through the applicable vest date.

5. All such options are presently exercisable.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Jack L. Sinclair	08/06/2025
	** 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.