Sinclair Jack 4
4 · Sprouts Farmers Market, Inc. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Sprouts (SFM) CEO Jack Sinclair Sells 57,644 Shares
What Happened
Jack Sinclair, CEO of Sprouts Farmers Market (SFM), had 138,674 performance shares vest on March 14, 2026 after the company certified 2025 performance at the 200% level. Following the vesting, a broker-assisted sale on March 16, 2026 disposed of 57,644 shares at $80.82 each for proceeds of $4,659,007. The sale was executed to satisfy tax-withholding obligations and was not a discretionary trade.
Key Details
- Transactions:
- 2026-03-14 — Award/Acquisition: 138,674 shares vested (reported as $0 acquisition price; result of performance share awards granted in 2023 at target 69,337 shares, vested at 200% per footnote).
- 2026-03-16 — Sale: 57,644 shares sold at $80.82 each for $4,659,007 (broker-assisted to cover withholding).
- Shares reported owned after the transactions: 231,642 shares of common stock and 46,293 restricted stock units (RSUs), per filing.
- Footnotes:
- F1: The vested shares were from a 2023 performance award that paid out at 200% of target after committee certification.
- F2: The March 16 sale was a broker-assisted sale to satisfy withholding taxes and was not a discretionary trade.
- F3: Breakout of remaining holdings and RSU vesting schedule (certain RSUs vesting across 2026–2029), all subject to continued employment.
- Filing/timeliness: Form 4 filed March 17, 2026 (timely relative to the reported transactions).
Context
The acquisition was a scheduled vesting of performance-based shares (an award becoming stock). The subsequent sale was a routine, non-discretionary broker-assisted transaction to meet tax withholding requirements and should not be read as a standalone signal of CEO sentiment.
Insider Transaction Report
- Award
Common Stock, par value $0.001 per share
[F1]2026-03-14+138,674→ 335,579 total - Sale
Common Stock, par value $0.001 per share
[F2][F3]2026-03-16$80.82/sh−57,644$4,659,007→ 277,935 total
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.