Lombardi Brandon F. 4

4 · Sprouts Farmers Market, Inc. · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

Sprouts (SFM) CLO Brandon Lombardi Receives RSUs, Sells Shares

What Happened

Brandon F. Lombardi, Chief Legal Officer of Sprouts Farmers Market (SFM), received a grant of 4,553 restricted stock units (RSUs) on 2026-03-12 (no cash cost). The RSUs vest over three years (one-third on each of Mar 12, 2027, 2028 and 2029).
On 2026-03-13 Lombardi had a broker-assisted sale of 247 shares at $79.38 per share, netting $19,607. That sale was to satisfy withholding tax owed upon the vesting of RSUs and was not a discretionary open-market sell.

Key Details

Transaction dates and prices:
- 2026-03-12: Award of 4,553 RSUs (value shown as $0.00 at grant).
- 2026-03-13: Sale of 247 shares @ $79.38 = $19,607 (broker-assisted to cover taxes).
Report filed with SEC: March 16, 2026, covering transactions dated Mar 12–13, 2026 (no indication in the filing that it was late).
Shares/units reported after the transaction (per filing footnote): includes 1,822 shares of common stock beneficially owned and a total of 7,504 RSUs (4,553 from this grant + 2,951 previously granted) outstanding that convert to one share each upon vesting.
Notable footnotes:
- F1: 4,553 RSUs vest one-third annually on Mar 12 of 2027–2029, subject to continued employment.
- F2: The 247-share sale was a broker-assisted tax-withholding sale, not an independent sale decision.
- F3: Additional RSU vest schedules: 1,406 RSUs vest evenly on Mar 19, 2026 and Mar 19, 2027; 1,545 RSUs vest evenly on Mar 12, 2027 and Mar 12, 2028.

Context

This filing shows an award of long-term incentive RSUs and a small, non-discretionary sale to cover tax withholding — a routine administrative transaction rather than a signal of a deliberate sell decision.
For retail investors, awards increase potential future share dilution when they vest; the sale does not necessarily reflect confidence or lack thereof by the insider since it was to satisfy tax obligations.

Form 4

Period: 2026-03-12

Chief Legal Officer

Transactions

Award
Common Stock, par value $0.001 per share
[F1]
2026-03-12+4,553→ 9,573 total
Sale
Common Stock, par value $0.001 per share
[F2][F3]
2026-03-13$79.38/sh−247$19,607→ 9,326 total

Footnotes (3)

[F1]Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. These restricted stock units will vest over three years, with one-third vesting on March 12, 2027; one-third vesting on March 12, 2028; and one-third vesting on March 12, 2029, assuming continued employment through the applicable vest date.
[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, 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]Includes, in addition to the 4,553 shares described in Note (1), 1,822 shares of common stock and 2,951 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,406 restricted stock units will vest evenly over two years on March 19, 2026 and March 19, 2027, and 1,545 restricted stock units will vest evenly over two years on March 12, 2027 and March 12, 2028. All such vests assume continued employment through the applicable vest date.

Signature

/s/ Brandon F. Lombardi|2026-03-16

1 file