Sprouts (SFM) CEO Sinclair vests performance shares, sells stock for taxes

Rhea-AI Filing Summary

Jack Sinclair, Chief Executive Officer of Sprouts Farmers Market, Inc., reported performance-based equity vesting and related share sales. On March 14, 2026, 138,674 performance share awards vested after the compensation committee certified fiscal 2025 results at the 200% performance level under a grant originally made on March 14, 2023.

On March 16, 2026, 57,644 shares of common stock were sold in open-market, broker-assisted transactions at an average price of $80.8238 per share to cover withholding tax liabilities from the vesting. The footnotes state this was mandated under the company’s equity incentive plan and was not a discretionary trade. Following these transactions, Sinclair holds 277,935 shares directly, including 46,293 restricted stock units scheduled to vest between March 2026 and March 2029, subject to continued employment.

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)
03/14/2026

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	03/14/2026		A(1)		138,674	A	$0	335,579	D
Common Stock, par value $0.001 per share	03/16/2026		S(2)		57,644	D	$80.8238	277,935(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. On March 14, 2023, the reporting person was granted performance share awards covering 69,337 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of 2025 performance goals as certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria for fiscal 2025 by the Issuer's compensation committee at the 200% performance level, 138,674 shares vested on March 14, 2026.

2. This transaction was a broker-assisted sale of shares of common stock to satisfy the withholding tax liability incurred upon the vesting of performance share awards, 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 231,642 shares of common stock and 46,293 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, 7,882 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028, and 23,217 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 Jack L. Sinclair	03/17/2026
	** 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 insider transactions did SFM CEO Jack Sinclair recently report?

Jack Sinclair reported vesting of 138,674 performance shares and the sale of 57,644 shares. The sale was a broker-assisted transaction to cover tax withholding obligations from the vesting, required under Sprouts Farmers Market’s equity incentive plan and not a discretionary trade.

How were Jack Sinclair’s Sprouts (SFM) performance shares earned?

Sinclair’s 138,674 performance shares vested after fiscal 2025 results were certified at the 200% performance level. The awards were originally granted on March 14, 2023, with vesting contingent on achieving 2025 performance goals set by Sprouts’ compensation committee.

Why did Jack Sinclair sell 57,644 shares of Sprouts (SFM) stock?

The 57,644 shares were sold in broker-assisted transactions solely to satisfy withholding tax liabilities from the vesting of performance share awards. Sprouts’ equity plan mandated this method, and the filing specifies the sale did not represent a discretionary trade by Sinclair.

What price did SFM CEO Jack Sinclair receive for the shares sold?

The 57,644 Sprouts shares were sold at an average price of $80.8238 per share. These open-market, broker-assisted sales were executed to cover tax withholding obligations tied to the vesting of performance share awards, according to the footnotes in the disclosure.

How many Sprouts (SFM) shares does Jack Sinclair hold after these transactions?

After the vesting and tax-related share sales, Sinclair holds 277,935 Sprouts shares directly. This total includes 46,293 restricted stock units that will convert into common shares as they vest between March 2026 and March 2029, assuming his continued employment with the company.

What is the vesting schedule for Jack Sinclair’s remaining SFM restricted stock units?

Sinclair’s 46,293 restricted stock units vest in several tranches between March 2026 and March 2029. Specific blocks vest on March 19, 2026 and 2027, and on March 12 in 2027, 2028, and 2029, with all vesting contingent on his continued employment through each vest date.