Lombardi Brandon F. 4

What Happened
Brandon F. Lombardi, Chief Legal Officer of Sprouts Farmers Market (SFM), had 15,552 performance shares vest on March 14, 2026 (awarded at $0). On March 16, 2026 he sold 4,871 shares in a broker-assisted transaction at an average price of $80.82, generating about $393,693. The sale was to satisfy tax withholding and is not a discretionary open-market trade.

Key Details

• Transactions reported: 3/14/2026 — Award/acquisition of 15,552 shares (vested performance shares) at $0.00; 3/16/2026 — Sale of 4,871 shares at $80.82 for $393,693.
• Filing date: 2026-03-17 (covers period of report 2026-03-14). No late-filing flag noted.
• Shares owned after transactions: reported holdings include 12,503 shares of common stock plus 7,504 restricted stock units (RSUs).
• Footnotes: the 15,552 shares vested at the 200% performance level from an award originally granted 3/14/2023 (target was 7,776). The 4,871-share sale was broker-assisted to satisfy tax withholding per the company’s equity-plan election and was not a discretionary sale.
• RSU vesting schedule: 1,406 RSUs vest Mar 19, 2026 & Mar 19, 2027; 1,545 RSUs vest Mar 12, 2027 & Mar 12, 2028; 4,553 RSUs vest evenly Mar 12, 2027–Mar 12, 2029 (vesting assumes continued employment).

Context
This was primarily a vesting of performance shares (non-cash compensation) followed by a tax-withholding sale — routine for executives when equity awards vest. There is no indication the sale reflects discretionary trading intent.