Jack Sinclair - Mar 15, 2025 Form 4 Insider Report for Sprouts Farmers Market, Inc. (SFM)

Signature
/s/ Brandon F. Lombardi, Attorney-in-Fact for Jack L. Sinclair
Stock symbol
SFM
Transactions as of
Mar 15, 2025
Transactions value $
-$7,666,484
Form type
4
Date filed
3/19/2025, 08:29 PM
Previous filing
Feb 7, 2025
Next filing
Mar 20, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SFM Common Stock, par value $0.001 per share Award $0 +98.6K +70.05% $0.00 239K Mar 15, 2025 Direct F1
transaction SFM Common Stock, par value $0.001 per share Sale -$6.86M -49.9K -20.85% $137.42 189K Mar 17, 2025 Direct F2
transaction SFM Common Stock, par value $0.001 per share Sale -$401K -2.92K -1.54% $137.48 187K Mar 18, 2025 Direct F3, F4
transaction SFM Common Stock, par value $0.001 per share Sale -$409K -2.92K -1.56% $140.22 184K Mar 19, 2025 Direct F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 On March 15, 2022, the reporting person was granted performance share awards covering 66,617 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 2024 performance goals as certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria for fiscal 2024 by the Issuer's compensation committee at the 148% performance level, 98,593 shares vested on March 15, 2025.
F2 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 and 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.
F3 This transaction was pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.94 to $139.285 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.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.23 to $142.035 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.
F6 Includes 156,869 shares of common stock and 26,750 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 and 15,194 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027. All such vests assume continued employment through the applicable vest date.