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  4. [Form 4] Sprouts Farmers Market, Inc. Insider Trading Activity

SFM CEO Exercises Options and Sells Shares at ~$102 Average

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Jack L. Sinclair, CEO and Director of Sprouts Farmers Market (SFM), reported option exercises and sales under a Rule 10b5-1 plan. On 10/06/2025 and 10/07/2025 he exercised a total of 8,090 stock options with an exercise price of $16.47 and simultaneously sold the same number of shares under a prearranged trading plan at weighted-average prices of approximately $102.9986 and $101.4674. After these transactions he beneficially owned 174,740 shares, including 38,573 restricted stock units that vest on scheduled dates in 2026, 2027, and 2028. The filing discloses the sales were made pursuant to a 10b5-1 plan and that all exercised options were presently exercisable.

Positive

  • Sales conducted under a Rule 10b5-1 plan provide procedural compliance and reduce concerns about opportunistic timing
  • Options exercised were deeply in-the-money (strike $16.47 vs sale prices ~$101–$105), indicating strong realized gain for the insider
  • Restricted stock units retain staggered vesting through 2028, supporting ongoing executive alignment with shareholders

Negative

  • Insider reduced direct holdings to 174,740 shares, which lowers the executive's immediate equity stake
  • 38,573 RSUs vest over 2026–2028, representing potential near-term dilution and additional shares that could be sold when vested

Insights

Insider exercised options then sold shares under a 10b5-1 plan, reducing direct holdings to 174,740 shares.

The reporting person exercised 8,090 options at an exercise price of $16.47 on 10/06/2025 and 10/07/2025, creating no immediate cash cost beyond exercise but realizing proceeds by selling the underlying shares under a Rule 10b5-1 plan at weighted-average prices near $102.

This sequence is a common liquidity action for executives: it converts option upside into cash while following a pre-established trading plan to mitigate insider-trading concerns. Monitor the remaining 38,573 RSUs with vesting through 2028 for potential future dilution and any additional scheduled sales under the plan within the next 12–24 months.

Exercise-to-sell reflects typical option monetization; vesting schedule preserves retention linkage.

The options exercised had a low strike of $16.47 relative to sale prices near $101–$105, implying material intrinsic value was realized. The filing shows all such options were exercisable and the seller used a 10b5-1 plan to execute sales across multiple trade prices.

Key items to track include the vesting of 11,556, 15,194, and 11,823 RSUs on specified dates in 2026–2028, which may increase share count and create future sellable stock for the insider over the next 24–36 months.

Insider Sinclair Jack
Role Chief Executive Officer
Sold 8,090 shs ($827K)
Approx. gross sale proceeds $827K
Approx. exercise cost $133K
Approx. pre-tax spread $694K
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 $101.4674 $410K
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 $102.9986 $417K
Holdings After Transaction: Stock Option (right to buy) — 129,458 shares (Direct); Common Stock, par value $0.001 per share — 174,740 shares (Direct)
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 $101.74 to $105.04 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 $100.105 to $102.930 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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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Sprouts CEO Jack L. Sinclair report on Form 4 (SFM)?
He reported exercising 8,090 options at an exercise price of $16.47 and selling those shares under a Rule 10b5-1 plan at weighted-average prices near $102.00 on 10/06/2025 and 10/07/2025.

How many Sprouts shares does the insider own after these transactions (SFM)?
The filing shows beneficial ownership of 174,740 shares following the reported transactions, composed of 136,167 common shares and 38,573 restricted stock units.

Were the sales by the insider planned or discretionary?
The reported sales were made pursuant to a pre-established Rule 10b5-1 trading plan, as disclosed in the Form 4 explanations.

What prices were the insider sales executed at?
Sales occurred in multiple transactions with weighted-average reported prices of approximately $102.9986 and $101.4674, with reported trade ranges up to $105.04.

Do the disclosed RSUs have vesting dates?
Yes. 11,556 RSUs vest on 03/14/2026; 15,194 RSUs vest evenly on 03/19/2026 and 03/19/2027; 11,823 RSUs vest evenly on 03/12/2026, 03/12/2027, and 03/12/2028.
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)
10/06/2025
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 10/06/2025 M 4,045 A $16.47 178,785 D
Common Stock, par value $0.001 per share 10/06/2025 S(1) 4,045 D $102.9986(2) 174,740 D
Common Stock, par value $0.001 per share 10/07/2025 M 4,045 A $16.47 178,785 D
Common Stock, par value $0.001 per share 10/07/2025 S(1) 4,045 D $101.4674(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 10/06/2025 M 4,045 (5) 03/09/2027 Common Stock, par value $0.001 per share 4,045 $0 133,503 D
Stock Option (right to buy) $16.47 10/07/2025 M 4,045 (5) 03/09/2027 Common Stock, par value $0.001 per share 4,045 $0 129,458 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 $101.74 to $105.04 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 $100.105 to $102.930 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 10/08/2025
** 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.

Source: View Original Filing on SEC EDGAR