Sinclair Jack 4

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

AI-generated summary of this filing

Updated Mar 16, 2026

Sprouts (SFM) CEO Jack Sinclair Receives RSU Award; Sells Shares for Taxes

What Happened

Jack Sinclair, CEO of Sprouts Farmers Market (SFM), received equity awards on March 12, 2026 and had a broker-assisted sale on March 13, 2026. The Form 4 shows:
- Grant(s) on 2026-03-12: 23,217 restricted stock units (RSUs) and 56,182 derivative awards granted at $0.00 (typical for compensation awards).
- Sale on 2026-03-13: 1,052 shares sold at $79.38 each for proceeds of $83,508. The sale was done to satisfy tax-withholding obligations and was not a discretionary trade by the reporting person.

Key Details

Transaction dates & prices:
- 2026-03-12: RSU grant of 23,217 RSUs (no cash price reported).
- 2026-03-12: 56,182 derivative awards granted (reported as derivative acquisition).
- 2026-03-13: Broker-assisted sale of 1,052 shares at $79.38 = $83,508 (tax withholding).
Shares/awards reported after transaction (per filing footnotes):
- The filing references 150,612 shares of common stock currently held, plus 23,076 outstanding RSUs and 56,182 derivative awards. Counting the 23,217 newly reported RSUs and the 1,052-share withholding sale, the filing reflects roughly 172,777 common shares on a net basis (150,612 + 23,217 − 1,052), plus unvested awards (this is an approximate tally based on footnote disclosures).
Notable footnotes:
- F1: 23,217 RSUs vest 1/3 on each of Mar 12, 2027; Mar 12, 2028; Mar 12, 2029 (continued employment required).
- F2: The 1,052-share sale was broker-assisted to satisfy withholding tax and “does not represent a discretionary trade.”
- F3: Additional holdings include 150,612 common shares and 23,076 RSUs (with some vesting in Mar 2026–2028 per footnote).
- F4: The 56,182 derivative awards (options) vest one-third on Mar 12 of 2027, 2028 and 2029.
Filing timeliness: Reported on 2026-03-16 (covers transactions dated Mar 12–13); filing appears timely.

Context

The sale was a tax-withholding transaction (not a market-timing sale) tied to equity compensation vesting. The grants are compensation awards (RSUs and derivative awards) subject to multi-year vesting schedules, so they are not immediate purchases of shares that indicate a direct bullish market bet.

Form 4

Period: 2026-03-12

DirectorChief Executive Officer

Transactions

Award
Common Stock, par value $0.001 per share
[F1]
2026-03-12+23,217→ 197,957 total
Sale
Common Stock, par value $0.001 per share
[F2][F3]
2026-03-13$79.38/sh−1,052$83,508→ 196,905 total
Award
Stock Option (right to buy)
[F4]
2026-03-12+56,182→ 56,182 total
Exercise: $78.84Exp: 2033-03-12→ Common Stock, par value $0.001 per share (56,182 underlying)

Footnotes (4)

[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 23,217 shares described in Note (1), 150,612 shares of common stock and 23,076 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, and 7,882 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.
[F4]These options become exercisable over three years, with one-third vesting on March 12, 2027; one-third vesting on March 12, 2028; and the remaining one-third vesting on March 12, 2029, assuming continued employment through the applicable vest date.

Signature

/s/ Brandon F. Lombardi, Attorney-in-Fact for Jack L. Sinclair|2026-03-16

1 file