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Sprouts Farmers Market is asking stockholders to elect two directors, approve 2025 executive pay on an advisory basis, choose the frequency of future say‑on‑pay votes, and ratify PricewaterhouseCoopers as auditor at its virtual 2026 annual meeting.
The proxy highlights a strong 2025: net sales of $8.8 billion, up 14% from 2024, comparable store sales growth of 7.3%, and diluted EPS of $5.31 versus $3.75. Sprouts opened 37 new stores, reaching 477 locations in 24 states, generated $716 million in operating cash flow, and ended the year with $257 million in cash and no revolver borrowings. The board remains majority independent, is phasing in annual director elections, and ties director and executive pay to long‑term performance and share ownership.
Sprouts Farmers Market Inc disclosure: The Vanguard Group filed an Amendment No. 11 to Schedule 13G/A reporting 0 shares beneficially owned of Sprouts common stock (CUSIP 85208M102), representing 0% of the class. The filing states Vanguard completed an internal realignment on January 12, 2026, and certain subsidiaries will report disaggregated ownership following SEC Release No. 34-39538. The amendment is signed by Ashley Grim, Head of Global Fund Administration, dated March 27, 2026.
Sprouts Farmers Market, Inc. Chief Executive Officer Jack Sinclair reported an open-market sale of 3,201 shares of common stock at an average price of $83.9715 per share. According to the footnotes, this was a broker-assisted sale required to cover withholding taxes on recently vested restricted stock units and did not represent a discretionary trade.
After the transaction, Sinclair beneficially owns 269,980 shares, including 231,284 shares of common stock and 38,696 restricted stock units. The footnotes state that 7,597 restricted stock units are scheduled to vest on March 19, 2027, 7,882 units will vest evenly on March 12, 2027 and March 12, 2028, and 23,217 units will vest evenly on March 12, 2027, March 12, 2028 and March 12, 2029, assuming continued employment.
Sprouts Farmers Market, Inc. Chief Human Resources Officer Timmi Zalatoris reported two open-market sales totaling 737 shares of common stock, at prices of $78.52 and $83.9715 per share. According to the disclosure, these were broker-assisted sales executed solely to cover withholding taxes due on recently vested restricted stock units under the company’s equity incentive plan and did not represent discretionary trading decisions.
After these transactions, Zalatoris holds 13,045 equity-based units, consisting of 9,754 shares of common stock and 3,291 restricted stock units. The units include 736 RSUs scheduled to vest on March 19, 2027, 647 RSUs vesting evenly on March 12, 2027 and March 12, 2028, and 1,908 RSUs vesting evenly on March 12, 2027, March 12, 2028 and March 12, 2029, all contingent on continued employment.
Sprouts Farmers Market, Inc. Chief Legal Officer Brandon F. Lombardi reported an open-market sale of 297 shares of common stock at $83.9715 per share. According to the footnote, this broker-assisted sale was required to cover withholding taxes from vesting restricted stock units and was not a discretionary trade.
After the transaction, Lombardi held 7,207 share-based interests in total, including 406 shares of common stock and 6,801 restricted stock units. The restricted stock units are scheduled to vest between March 2027 and March 2029, assuming continued employment through each vesting date.
Sprouts Farmers Market, Inc. Chief Supply Chain Officer Joseph L. Hurley reported a small tax-related stock sale. On March 20, 2026, he sold 323 shares of common stock at an average price of $83.9715 per share in a broker-assisted transaction.
According to the disclosure, this sale was made solely to satisfy withholding tax obligations triggered by the vesting of restricted stock units and is not a discretionary trade. After the sale, Hurley holds 28,282 shares in total, including 5,848 restricted stock units scheduled to vest between March 2027 and March 2029, assuming continued employment.
Sprouts Farmers Market, Inc. VP and Controller Stacy W. Hilgendorf reported an open-market sale of 228 shares of common stock on March 20, 2026 at an average price of $83.9715 per share. The footnotes explain this was a broker-assisted sale to cover withholding taxes due upon the vesting of restricted stock units under the company’s equity incentive plan, and is described as a non-discretionary transaction rather than a voluntary trade.
Following this tax-related sale, Hilgendorf’s reported position totals 9,389 equity-linked units, consisting of 5,590 shares of common stock and 3,799 restricted stock units. The restricted stock units are scheduled to vest in tranches through March 2029, assuming continued employment at each applicable vesting date.
Sprouts Farmers Market, Inc. Chief Technology Officer James H. Bahrenburg reported an open-market sale of 208 shares of common stock at an average price of $83.9715 per share. The transaction was a broker-assisted sale required to cover withholding taxes upon the vesting of restricted stock units and was not a discretionary trade by the executive.
After this tax-related sale, Bahrenburg holds 13,785 equity-based interests, consisting of 7,215 shares of common stock and 6,570 restricted stock units. The restricted stock units are scheduled to vest in tranches through March 2029, assuming continued employment through each vesting date.
Sprouts Farmers Market Chief Financial Officer Curtis Valentine reported a small, tax-related stock sale. On March 20, 2026, a broker-assisted transaction sold 253 shares of common stock at an average price of $83.9715 per share to satisfy withholding taxes from vesting restricted stock units, as required under the company’s equity plan, so it was not a discretionary trade.
After this transaction, Valentine directly holds 20,411 shares of common stock, which includes 12,786 shares and 7,625 restricted stock units. The restricted stock units are scheduled to vest in tranches between September 4, 2026 and March 12, 2029, assuming continued employment through each vesting date.
Sprouts Farmers Market SVP Kim Coffin reported a small, non-discretionary share sale tied to tax withholding. On this Form 4, Coffin executed a broker-assisted open-market sale of 313 shares of common stock at $83.9715 per share to satisfy withholding taxes triggered by restricted stock unit (RSU) vesting under the company’s equity incentive plan.
After this transaction, Coffin reports owning 23,332 shares directly, consisting of 17,392 shares of common stock and 5,940 RSUs. The RSUs are scheduled to vest on various dates between March 2027 and March 2029, contingent on continued employment.