Lombardi Brandon F. 4

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.