Lombardi Brandon F. 4

What Happened
Brandon F. Lombardi, Chief Legal Officer of Sprouts Farmers Market (SFM), sold 297 shares of common stock on March 20, 2026 at $83.97 per share for total proceeds of approximately $24,940. The sale was a broker-assisted disposition to satisfy withholding taxes generated by the vesting of restricted stock units (RSUs) and was not a discretionary trade by the reporting person.

Key Details

• Transaction date: March 20, 2026; Form 4 filed March 23, 2026 (timely).
• Trade: Sale of 297 shares at $83.97; total proceeds ~$24,940. (Reported as S = Sale)
• Beneficial ownership after transaction: 406 shares of common stock and 6,801 restricted stock units (each RSU converts to one share upon vesting).
• Footnotes: Broker-assisted sale to satisfy tax withholding under the issuer’s equity incentive plan (not a voluntary market-timing sale). Vesting schedule for RSUs: 703 RSUs vest 3/19/2027; 1,545 RSUs vest evenly on 3/12/2027 and 3/12/2028; 4,553 RSUs vest evenly on 3/12/2027, 3/12/2028, and 3/12/2029—vesting assumes continued employment. (Footnotes F1, F2)
• Transaction code/meaning: S = Sale; this particular sale functioned as tax withholding (F).

Context
Sales conducted by brokers to satisfy tax-withholding obligations upon RSU vesting are routine and generally reflect payroll/tax mechanics, not an insider’s discretionary decision about the company’s prospects.