Sinclair Jack 4

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.