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Our Growth Strategy
−Removed: Since 2020, we have focused on our long-term growth strategy that we believe is transforming our company and driving profitable growth.
−Removed: We continue to execute on this strategy, focusing on the following areas:
+Added: We continue to execute on our long-term growth strategy that we believe is transforming our company and driving profitable growth, focusing on the following areas:
• Win with Target Customers .
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We believe our business can continue to grow by leveraging existing strengths in a unique assortment of better-for-you, quality products and by providing a full omnichannel offering through delivery or pickup via our website or the Sprouts app.
−Removed: • Update Format and Expand in Select Markets.
+Added: • Market Expansion.
We are delivering unique smaller stores with expectations of stronger returns, while maintaining the approachable, fresh-focused farmer’s market heritage Sprouts is known for.
−Removed: From 2021 through 2023, we have opened 42 new stores and remodeled one store featuring our new format.
+Added: From 2021 through 2024, we have opened 75 new stores and remodeled one store featuring our updated format.
Our geographic store expansion and new store placement will intersect where our target customers live, in markets with growth potential and supply chain support, which we believe will provide a long runway of approximately 10% annual unit growth.
−Removed: • Create an Advantaged Fresh Supply Chain.
−Removed: We believe our network of fresh distribution centers can drive efficiencies across the chain and support growth plans.
+Added: • Create an Advantaged Supply Chain.
+Added: We believe our network of distribution centers can drive efficiencies across the chain and support growth plans.
To further deliver on our fresh commitment and reputation, as well as to increase our local offerings and improve financial results, we aspire to ultimately position fresh distribution centers within a 250-mile radius of stores.
Following the opening of two fresh distribution centers in fiscal 2021 and the relocation of our Southern California distribution center, closure of our Georgia distribution center and partnership with a third-party fresh distribution center in the Northeast in fiscal 2023, we are better leveraging our existing distribution center capacity, and approximately 80% of our stores were within 250 miles of a distribution center as of December 29, 2024.
−Removed: • Refine Brand and Marketing Approach.
+Added: • Customer Engagement and Personalization.
We believe we are elevating our national brand recognition and positioning by telling our unique brand story rooted in product innovation and differentiation.
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Subsequent to the initial launch of our long-term growth strategy, we have added the focus area of inspiring and engaging our talent through our culture, acquisition and development and total rewards program to attract and retain the talent we believe we need to execute on our strategic goals and transform our company into a premier place to work.
−Removed: • Deliver on Financial Targets and Box Economics.
+Added: • Invest in Technology for Growth .
+Added: We continue to make investments in technology in support of our strategy, with a focus on enhancing efficiency, scalability, and customer experience.
+Added: While we are showing positive outcomes on our strategic investments in inventory management and customer personalization, we believe that ongoing investments in our technology foundation will allow us to streamline operations and improve decision making to execute on our strategy.
+Added: • Deliver on Key Financial Metrics.
We are measuring and reporting on the success of this strategy against a number of long-term financial and operational targets.
−Removed: With the implementation of our strategy beginning in 2020, we have significantly improved our margin structure above our 2019 baseline.
+Added: Since the implementation of our strategy beginning in 2020, we have significantly improved our margin structure above our 2019 baseline.
Our Stores and Operations
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Our small box format allows for quick in-and-out service, and our curated assortment of innovative, responsibly and locally sourced items offer treasure hunt shopping experiences.
−Removed: The below diagram shows a sample layout of our new smaller format stores:
+Added: The below diagram shows a sample layout of our updated smaller format stores:
• Customer Engagement .
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Currently, our stores average approximately 28,000 square feet, which we believe is smaller than many of our peers’ average stores.
−Removed: Under our long-term growth strategy, our new format stores feature a smaller box size, generally between 21,000 and 25,000 square feet, that stay true to our fresh-focused, farmers market heritage but are less expensive to build, reduce non-selling space, reduce occupancy and operating costs and leverage the strengths of our older, highly productive stores.
+Added: Under our long-term growth strategy, our updated format stores feature a smaller box size, generally between 21,000 and 25,000 square feet, that stay true to our fresh-focused, farmers market heritage but are generally less
+Added: expensive to build, reduce non-selling space, reduce occupancy and operating costs and leverage the strengths of our older, highly productive stores.
Our stores are located in a variety of mid-sized and larger shopping centers, lifestyle centers and in certain cases, independent single-unit, stand-alone developments.
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Our stores are typically staffed with 75 to 100 full and part-time team members.
−Removed: We strive to create a strong and unified company culture and develop team members throughout the entire organization, and we take pride in assisting our store teams through our store support office and regional teams.
+Added: We strive to create a strong and unified company culture, rooted in our purpose, with a dedication to developing team members throughout the entire organization.
+Added: We take pride in caring for and assisting our store teams through our store support office and regional teams.
We have prioritized making investments in training development that we believe enhances our team members’ knowledge, particularly with respect to our expanded and evolving product offerings, so our team members can continue to engage and assist our customers.
We also support leadership and career opportunities for our team members at Sprouts.
−Removed: We believe our team members contribute to our consistently high service standards and that this helps us successfully open and operate our stores.
+Added: We believe our team members contribute to our consistently high service standards and this helps us successfully open and operate our stores.
Our Product Offering
We are a specialty natural and organic food retailer offering a unique shopping experience for our customers.
−Removed: To offer the right assortment of healthy alternatives and good-for-you options, we curate our product mix to differentiated fresh, natural and organic foods and healthier options throughout all of our departments, with innovative products that feature lifestyle friendly ingredients.
+Added: To offer the right assortment of healthy alternatives and good-for-you options, we curate our product mix to attribute-driven and differentiated fresh, natural and organic foods and healthier options throughout all of our departments, with innovative products that feature lifestyle friendly ingredients.
Fresh, Natural and Organic Foods
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The following is a breakdown of our perishable and non-perishable sales mix:
+Added: 2024 2023 2022
+Added: Perishables 57.3 % 57.3 % 58.0 %
Non-Perishables 42.7 % 42.7 % 42.0 %
−Removed: While we focus on providing an abundant and affordable offering of natural and organic produce, our stores also include the following departments that enable customers to have a full grocery shopping experience:
+Added: While we focus on providing an abundant and affordable offering of natural and organic produce, our stores also include the following departments:
packaged groceries, meat and meat alternatives, seafood, deli, vitamins and supplements, dairy and dairy alternatives, bulk items, baked goods, frozen foods, natural health and body care, and beer and wine.
Our departments reflect our unique selling proposition featuring intentional curation of responsibly and locally sourced products.
−Removed: We believe each of our departments provides high-quality, differentiated and value-oriented offerings for our customers which we continuously refine with our customer preferences in mind.
+Added: We believe each of our departments provides high-quality,
+Added: differentiated and value-oriented offerings for our customers which we continuously refine with our customers' preferences in mind.
Sprouts Brand
−Removed: We have been expanding the breadth of our Sprouts branded products over the last several years and have a dedicated product development team focused on continuing this growth.
−Removed: We sell a broad assortment of products that are differentiated and fun to explore, offer incredible taste, quality, value and experience, and are only available at Sprouts.
−Removed: We started a program in 2022 to update and redesign all Sprouts branded products, and we are expecting to complete this in 2024.
−Removed: We are seeing positive impact in terms of sales and recognition from the new design.
+Added: We continue to expand the breadth of our Sprouts branded products with a dedicated product development team focused on continuing this growth.
+Added: We sell a broad assortment of products that are differentiated, attribute focused and fun to explore, offer incredible taste, quality, value and experience, and are only available at Sprouts.
+Added: Our program to update and redesign all Sprouts branded products is over 90% complete, and we expect to complete the refresh and redesign of our Vitamins and Supplements in 2025.
+Added: We have experienced and expect to continue to see positive impact in terms of sales and recognition from our new food and beverage design.
The Sprouts Brand program accounted for just over 23% of our revenue in fiscal 2024.
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Since our founding, Sprouts has carried a wide selection of innovative natural and organic brands that resonate with our target customers and inspire healthy living for everyone.
−Removed: We have nurtured and grown many once-shoestring brands that now serve as category leaders.
+Added: We have nurtured and grown many startup brands that now serve as category leaders.
As we continue to grow, we aspire to become the most innovative health and wellness specialty food retailer in the country by seeking out and growing our relationships with niche vendors to bring their unique, quality products to the millions of shoppers who visit our stores every week.
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We manage the buying of, and set the standards for, the products we sell, and we source our products from hundreds of vendors and suppliers, both domestically and internationally.
−Removed: We are committed to sourcing products in a manner that respects people, our communities and the environment, and we seek to partner with suppliers and service providers that share this commitment, as included in our Supplier Code of Conduct, which details our expectations regarding workplace standards and supplier best practices, and Commitment to Human Rights.
−Removed: We work closely with our supply chain partners to improve animal welfare standards, sustainable seafood sourcing, support for organic agriculture and the ethical treatment of people.
+Added: We are committed to sourcing products in a manner that respects people, our communities and the environment, and we seek to partner with suppliers and service providers that share this commitment, as included in our Supplier Code of Conduct, which details our expectations regarding workplace standards and supplier best practices, and our Commitment to Human Rights, which details our commitment to respecting human rights in our operations and supply chain.
+Added: We work closely with our supply chain partners to improve animal welfare standards, responsible seafood sourcing, support for organic and regenerative agriculture and the ethical treatment of people.
For an overview of our product sourcing policies and programs, please visit:
−Removed: about.sprouts.com/product-sourcing/ .
+Added: https://www.sprouts.com/about/sustainability/.
We believe, based on our industry experience, that our strong relationships in the produce business provide us a competitive advantage and enable us to offer high-quality produce at prices we believe are generally below those of conventional food retailers and even further below high-end natural and organic food retailers.
Our centralized buyers are supported by dedicated regional procurement teams that provide us flexibility to procure produce on local, regional and national levels.
−Removed: Our regional produce buying teams allow us to form meaningful relationships with farmers to build a path to growing with them as we grow, and our flexibility allows us to react to produce markets quickly in order to purchase produce in smaller quantities than larger chains and to help us bring new and innovative varietals to our customers at favorable pricing.
+Added: Our regional produce buying teams allow us to form meaningful relationships with farmers to build a path to growing with them as we grow, and our flexibility allows us to react to produce markets quickly in order to help us bring new and innovative varietals to our customers at favorable pricing.
These products become treasure hunt items found at our stores.
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This ensures our produce meets our high-quality standards.
−Removed: We have department and product specifications that ensure a consistently high level of quality across product ingredients, production standards and other key measures of freshness, natural and organic standards.
+Added: We have department and product specifications that ensure a consistently high level of quality and freshness across our produce offering.
These specifications are measured at both entry and exit points to our facilities.
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As of December 29, 2024, approximately 80% of our stores were within 250 miles of a distribution center.
−Removed: The increased proximity of our distribution centers to our stores has allowed us to deliver on our fresh commitment to our customers, by sourcing more products from local farmers and improving efficiencies in our distribution process.
+Added: The proximity of our distribution centers to our stores has allowed us to deliver on our fresh commitment to our customers, by sourcing more products from local farmers and improving efficiencies in our distribution process.
We believe our scale, together with this decentralized purchasing structure and flexibility generates cost savings, which we frequently pass on to our customers.
Distributors and farmers recognize the volume of goods we sell through our stores and our flexible purchasing and supply chain model allows us to opportunistically acquire produce at great value which we will frequently pass along to our customers.
−Removed: For all non-produce products, we use third-party distributors and vendors to distribute products directly to our stores following specifications and quality control standards that are set by us.
+Added: For all non-produce products, we use third-party distributors and vendors to distribute products directly to our stores following specifications and ingredient and quality control standards that are set by us.
KeHE Distributors, LLC (“KeHE”), is our primary supplier of dry grocery and frozen food products, accounting for approximately 50%, 47% and 45% of our total purchases in fiscal 2024, 2023 and 2022, respectively.
Another 3% of our total purchases in each of fiscal 2024, 2023 and 2022 were made through our secondary supplier, United Natural Foods, Inc.
−Removed: Our primary supplier of meat and seafood accounted for approximately 14% of our total purchases in fiscal 2023 and 13% of our total purchases in each of fiscal 2022 and 2021.
+Added: Our primary meat and seafood distributor accounted for approximately 14% of our total purchases in each of fiscal 2024 and 2023 and 13% of our total purchases in fiscal 2022.
+Added: As a step to improve our fresh supply chain, we are currently in the process of transitioning from our primary meat and seafood distributor.
+Added: We expect to initially transition to an intermediary third-party distributor and ultimately to a self-distribution model under which we will deal directly with our suppliers.
+Added: As with complex transitions of this magnitude, there are associated short-term risks, including in particular, potential product supply disruptions resulting in lost sales at our stores and transition-related expenses that exceed our expectations.
See “Risk Factors—Disruption of significant supplier relationships could negatively affect our business.”
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We position our prices with everyday value for our customers within our margin structure, with regular promotions that drive traffic and trial.
−Removed: Our Sprouts Brand products offer entry-level price points in certain categories, but also focus on innovation, treasure hunt experience, wellness or health benefits and quality.
+Added: Our Sprouts Brand products offer entry-level price points in certain categories, but also focus on attributes, innovation, treasure hunt experience, wellness or health benefits and quality.
Marketing and Advertising
−Removed: As part of our long-term growth strategy to refine our brand and marketing approach, we have pivoted our marketing strategy to attempt to drive more profitable growth and create more meaningful connections with our customers.
−Removed: Our digital-first marketing program is focused on connecting with our most important, higher value target customers via precision geographic targeting, data-driven media and focusing on personal relevance to tap into our target audience’s needs and affinities.
−Removed: We believe our story telling through digital media will reach more customers than our prior approach utilizing weekly paper flyers, which we largely discontinued.
−Removed: During 2023, we garnered more than 20 million weekly digital flyer views, demonstrating that our leverage of digital media to reach customers and share what is new and unique at Sprouts resonates with the habits of today’s shoppers.
+Added: As part of our long-term growth strategy to refine our brand and marketing approach, we continue to grow our current marketing strategy to drive more profitable growth and create more meaningful connections with our customers.
+Added: Our digital-first marketing strategy is focused on connecting with our most important, higher value target customers via precision geographic targeting, data-driven media and focusing on personal relevance to tap into our target audience’s needs and affinities.
+Added: We are telling our unique and differentiated story through both traditional channels and digital media, including online video, streaming audio and outdoor media.
+Added: Leveraging digital communications targeted to specific geographic areas provides us with greater flexibility to utilize different media channels based on market composition.
+Added: This allows us to respond to local competitive activity and to better connect with customers in both our established and emerging markets.
+Added: Connecting with our customers via owned CRM channels like email and text messages continues to be a significant priority.
+Added: We focus our efforts on personalizing content that is relevant to our customers.
We experienced an 8.6% increase in email subscribers in 2024 compared to 2023.
−Removed: Additionally, digital, streaming and radio ads reached shoppers with 14 billion impressions, and through our influencer efforts, we ended the year with 26.1 million followers across all social platforms.
−Removed: Leveraging digital communications targeted to specific geographic areas also provides us with greater flexibility to offer different promotions and respond to local competitive activity and allows us to make our customers aware of what is new and different in our stores in real time.
−Removed: Sprouts continues to educate and reach shoppers through social partnerships, special content and sponsorships.
−Removed: Among our 2023 highlights:
−Removed: • We continued our long-term commitment to and investment in collegiate women’s athletics through partnerships with the Big 12 and Pac 12 conferences along with supporting 50 individual Name, Image and Likeness ("NIL") deals with female athletes from multiple schools from both conferences, becoming the first grocery retailer to make such a commitment.
−Removed: • In conjunction with our partnerships with the Big 12 and Pac 12 conferences, as well as individual agreements with Arizona State University, University of California, Los Angeles, University of Southern California and University of Texas, Sprouts expanded our NIL portfolio by 20 athletes, thus having 104 deals to date, 98 of which are with female athletes.
−Removed: • Sprouts continued its first ever back-of-jersey sponsorship with the Angel City Football Club in 2023, leading to almost 80 million impressions across multiple platforms.
−Removed: As a portion of the partnership, funds are allocated to support local causes that provide fresh food access and further children’s nutrition education throughout Los Angeles.
−Removed: In 2023, Sprouts donated more than 49,000 pounds of produce and over 400 collective service hours into the local Los Angeles community.
−Removed: We have developed and maintain the Sprouts app on which we include digital coupons and in-store scan features, and our website, www.sprouts.com , on which we display our weekly sales flyers, highlight our product offerings and offer special deals.
+Added: During 2024, we garnered 17 million weekly digital flyer views, demonstrating that our leverage of digital media to reach customers and share what is new and unique at Sprouts resonates with the habits of today’s shoppers.
+Added: We have developed and maintain the Sprouts app on which we include digital coupons and in-store scan features, and our website, www.sprouts.com , on which we display our weekly sales flyers and highlight our unique and differentiated product offerings.
Our website and app also feature online ordering for delivery and pickup.
−Removed: We offer home deliveries from our stores through delivery service providers, including Instacart, DoorDash and UberEats in all of our markets nationwide.
+Added: We offer home deliveries from our stores through delivery service providers, including Instacart, DoorDash and Uber Eats, in all of our markets nationwide.
+Added: In 2024, we also piloted our Sprouts Rewards loyalty program in select markets.
We will continue to explore mobile and digital opportunities to further connect with our customers and leverage data for better customer insights.
+Added: Sprouts continues to educate and reach shoppers through social partnerships, special content and sponsorships.
+Added: Among our 2024 highlights:
+Added: • We continued our long-term commitment to and investment in collegiate women’s athletics through partnerships with the Big 12 and SEC conferences.
+Added: In conjunction these partnerships as well as individual agreements with Arizona State University, University of Southern California and University of Texas, we expanded our NIL portfolio and partnered with over 150 female collegiate athletes.
+Added: • Sprouts also became the title partner of the ESPN Sprouts Farmers Market Collegiate Quad which features schools from top 25 collegiate gymnastics programs, All-Americans, and current and future Olympians.
+Added: In 2024, this Collegiate Quad became the most watched NCAA gymnastics meet in ESPN history.
+Added: • Sprouts continued its back-of-jersey sponsorship with the Angel City Football Club in 2024, leading to almost 65 million impressions across multiple platforms.
+Added: As a portion of this partnership, funds are allocated to support local causes that provide fresh food access and further children’s nutrition education throughout Los Angeles.
+Added: In 2024, Sprouts and Angel City held 9 garden work days and contributed over 1,400 collective service hours into the local Los Angeles community.
Our Customers
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We believe we only serve a small portion of these target customers at present and have an opportunity to gain a larger proportion of their market share of food-at-home purchases by targeting and identifying those innovative, attribute-driven, quality products and providing the in-store experience and support in living a healthy lifestyle that they are seeking.
−Removed: Environmental, Social and Governance
−Removed: Central to our identity is a genuine commitment to social and environmental responsibility.
−Removed: We care deeply about the health and well-being of our customers, team members, communities and our planet.
−Removed: We work collaboratively with our supply chain partners, community organizations, and industry experts to understand our material impacts and prioritize where we direct our environmental, social and governance ("ESG") efforts to maximize our influence.
−Removed: Through this materiality review with internal and external stakeholders, our efforts are focused on sustainable and responsible sourcing, plastics and packaging reduction and carbon emission reduction.
−Removed: Our 2023 ESG highlights included:
+Added: Sustainability Impact
+Added: Central to our identity is our purpose rooted in care, community, and sustainability:
+Added: “To Help People Live and Eat Better." From our team culture to our curated customer experience and the way we uplift our communities, we aspire to make a meaningful impact.
+Added: We work collaboratively with our supply chain partners, community organizations, and industry experts to understand our material impacts and prioritize our efforts to maximize our positive influence on the people and communities that we serve.
+Added: Our sustainability initiatives emphasize responsible sourcing, food waste diversion, and carbon emissions reduction.
+Added: In 2024, these efforts delivered measurable progress:
• 30% of total sales from organic products;
−Removed: • 22% increase in less carbon intensive plant-based product sales from 2022;
−Removed: • Recovered more than 90% of food waste generated, and donated the equivalent of 29 million meals to local food banks;
−Removed: • Removed single-use plastic and paper grocery bags at nearly all locations.
−Removed: Based on our ESG accomplishments, we received a rating of AAA in the 2023 MSCI ESG Ratings assessment.
−Removed: The AAA rating represents the highest on the scale and signifies a company leading its industry in managing the most significant ESG risks and opportunities.
−Removed: For more information on our ESG efforts and reporting, including our most recent ESG reports, please visit:
+Added: • Sales of plant-based products, a less carbon-intensive option, grew by 27% from 2023;
+Added: • 18% of total sales were from fresh produce;
+Added: • Advanced regenerative and local agriculture through intentional supplier partnerships;
+Added: • Rescued over 35 million pounds of food, providing the equivalent of over 29 million meals to local food banks.
+Added: Based on our sustainability impacts, we received a rating of AAA in the 2024 MSCI ESG Ratings assessment.
+Added: The AAA rating represents the highest rating on the scale and signifies a company leading its industry in managing the most significant risks and opportunities.
+Added: For more information on our efforts and reporting, including our most recent Impact reports, please visit:
sprouts.com/about/sustainability/.
−Removed: The information contained on or accessible through our website and in our ESG reports is not incorporated by reference into this Annual Report on Form 10-K.
+Added: The information contained on or accessible through our website and in our impact reports is not incorporated by reference into this Annual Report on Form 10-K.
The Sprouts Healthy Communities Foundation
−Removed: In 2015, we formed the Sprouts Healthy Communities Foundation (referred to as our “Foundation”), a registered 501(c)(3) organization focused on promoting nutrition education and increasing access to fresh, nutritious food in communities where Sprouts operates.
−Removed: Since the Foundation’s inception, it has awarded approximately $20.7 million in donations to more than 480 nonprofit organizations and hosted an estimated 335 volunteer service projects.
+Added: In 2015, we formed the Sprouts Healthy Communities Foundation (referred to as our “Foundation”), a registered 501(c)(3) organization focused on advancing nutrition education, fresh food access and improved health outcomes for children and adults in the communities where Sprouts operates.
+Added: Since its inception, our Foundation has awarded more than $35 million in donations to nonprofits and schools with programs that bring its mission to life.
Our Foundation's 2024 highlights included:
−Removed: • Invested over $2.4 million into programs to provide an estimated three million students with school garden and nutrition education programming;
−Removed: • Hosted over 65 volunteer events with team members who donated 5,500 service hours;
+Added: • Invested over $4 million in hyper-local grants to 578 nonprofit organizations and schools focused on school garden education, and health and wellness programs for children and adults;
• Awarded $10 million in high-impact capacity grants to empower nonprofit organizations to expand their program operations;
−Removed: • United over 600 volunteers for its 24 Gardens Grant program service days, during which Sprouts team members, families and staff from the 24 Gardens Grant schools built or refreshed 24 learning gardens.
−Removed: An estimated 12,000 students will receive hands-on instruction this school year in these gardens.
+Added: • Contributed $1 million to the Florida Disaster Relief Fund to aid in relief and recovery efforts following Hurricane Milton;
+Added: • Hosted the second national Growing School Gardens Summit, uniting over 450 educators and organizations responsible for educating an estimated 5 million students nationwide.
For more information on our Foundation, please visit:
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Human Capital Management
−Removed: At Sprouts, our culture is rooted in our values of “Care”, “Own it”, and “Love Being Different”.
−Removed: We remain focused on improving the health of the communities we serve.
+Added: At Sprouts, we help people live and eat better.
+Added: By living our purpose, we improve the health of the communities we serve.
+Added: Our impact goes beyond healthy and delicious food.
+Added: We help people live better holistically, represented by all the different ways that we care for each other, our customers, our communities, and for the planet.
+Added: Our culture is rooted in our values of “Care”, “Own it”, and “Love Being Different”.
Customer engagement is critical to our culture and growth plans, and we place great importance on recruiting candidates and retaining team members that have a love of food, pride themselves on service excellence, and share our purpose driven culture.
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We are proud of the following achievements during the year:
+Added: • We solidified our purpose statement and rolled it out across the organization.
+Added: We engaged in activities connecting each team member’s role to our purpose statement.
• We continue to cascade our three core values to intentionally shape our culture and act as a lens to guide the decisions we make.
−Removed: The values will inform our behaviors and actions to create a sense of inclusion and belonging.
−Removed: • We engaged in leadership development sessions across the organization with a focus on behaviors aligned to our values.
+Added: We reinforced the critical behaviors and actions to create a sense of inclusion and belonging.
+Added: • We engaged in leadership development sessions across the organization, including a focus on coaching and feedback to develop and grow our team members.
• As one of the fastest growing specialty retailers of fresh, natural and organic food in the country, we created approximately 3,300 new jobs in 2024 through new store openings.
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• All hourly team members are eligible for semi-annual reviews and merit increases.
+Added: • We have enhanced our benefits to support mental well-being and counseling services for all team members.
• We offer team members the opportunity to participate in the Western Association of Food Chains’ Retail Management Certificate Program that provides the core skills and knowledge to move into a management role in the retail industry.
−Removed: During 2023, 31 Sprouts team members enrolled in this program, and 20 team members graduated from the program.
−Removed: • We participated in the McKinsey Connected Leaders Academy, for the third year, engaging high performing leaders in programs designed to develop diverse leaders at Sprouts.
+Added: During 2024, 39 Sprouts team members enrolled in this program.
+Added: • We participated in the McKinsey Connected Leaders Academy, for the fourth year, engaging high performing leaders in programs designed to develop diverse leaders at Sprouts.
We had 70 participants in 2024, which included leaders participating in Hispanic, Black & Asian Executive level and Manager level programs.
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• We also embarked on mentor circles offered as a program created and executed by our Inspiring Women at Sprouts team member resource group.
+Added: • We offer internal and external coaching to develop our leaders.
• All Sprouts team members can save at our stores, with a 15% Work Perk Discount.
−Removed: This year we offered a 30% discount to all team members over the course of five days aligned with our holiday celebrations.
+Added: This year we offered a 30% discount to all team members over the course of fourteen days aligned with our holiday celebrations.
We also offered team members an additional three days with a 25% discount.
+Added: • We provided special bonuses to team members in honor of winning Progressive Grocers Retailer of the Year.
Education, Training and Safety.
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In 2024, we had 81 Leadership graduates totaling more than 33,200 hours in training.
−Removed: We introduced a college fast-track program in stores in 2022 to train college graduates for assistant store management roles, with 18 graduates in the program.
−Removed: In addition, we reimagined our Assistant Store Manager training program to accelerate internal promotions.
−Removed: The first cohort supported 31 team members.
+Added: We graduated 20 leaders from our college fast-track program which trains college graduates for assistant store management roles.
+Added: In addition, our Assistant Store Manager training program to accelerate internal promotions supported 39 team members.
+Added: These development programs support our store growth and workforce plan.
+Added: In 2024, we rolled out bite-sized training through our new learning management system.
+Added: This enables daily learning through mobile devices.
Our store team members completed over 1,046,000 hours of in-store training in 2024.
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Our stores implement various programs to reduce and eliminate hazards, resulting in a safer workplace and improved shopping experience.
−Removed: In 2023, our stores reported a 4% reduction in worker compensation claims and a 5% reduction in general liability claims over the prior year.
−Removed: Diversity and Inclusion.
+Added: In 2024, our stores reported a 10% reduction in worker compensation claim frequency rate and a 9% reduction in general liability claim frequency rate over the prior year.
+Added: Team Member Resource Groups .
We pride ourselves on supporting an inclusive, respectful, and caring culture throughout our organization.
−Removed: In 2023, approximately 51% of our team members were female and approximately 49% of our team members were ethnically diverse, which we believe to be in-line or slightly better than our grocery peers.
−Removed: Further, of our promotions across all store roles, 54% were awarded to female team members and 47% were awarded to ethnically diverse team members.
−Removed: We conduct formal talent review and succession planning to identify top talent and intentionally make hiring and promotional decisions that consider inclusion of team members from underrepresented backgrounds.
−Removed: In 2021, Sprouts launched its first team member resource group "Inspiring Women at Sprouts" to continue to build a culture of inclusion and belonging.
−Removed: In 2022, we launched three additional team member resource groups representing affinity team members and allies:
−Removed: “Sabor” our Hispanic & Latin resource group, “Soul” our Black/African American resource group and “Rainbow Alliance” our LBGTQIA+ resource group.
+Added: We have five team member resource groups that provide input on our recruiting efforts and insight into team member sentiment and culture survey data to better inform our business and people planning efforts.
+Added: These groups consist of "Inspiring Women at Sprouts" our women's resource group, “Sabor” our Hispanic and Latin resource group, “Soul” our Black/African American resource group, “Rainbow Alliance” our LBGTQIA+ resource group and “Honored to Serve” our veteran’s resource group.
+Added: These team member resource groups support our values of “care” and “love being different”.
Growing Our Business
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Our geographic store expansion and new store placement will intersect where our target customers live, in markets with growth potential and supply chain support, providing a long runway for us to achieve our growth target.
−Removed: We intend to continue to focus our growth on areas where we have a large concentration of stores, such as California and Texas, while building out our newer markets, such as Florida, Georgia and the Mid-Atlantic region, to achieve a larger concentration of stores.
+Added: We intend to continue to focus our growth on areas where we have a large concentration of stores, such as California and Texas, while building out our newer markets, such as Florida and the Mid-Atlantic region, to achieve a larger concentration of stores.
We have opened 33, 30 and 16 new stores in fiscal 2024, 2023 and 2022, respectively.
−Removed: We expect to continue to expand our store base with approximately 35 store openings planned for fiscal 2024, all of which will be in our new format.
+Added: We expect to continue to expand our store base with at least 35 store openings planned for fiscal 2025, all of which will be in our updated format.
Properties” for additional information with respect to our store closures in 2023.
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We have been successful across a variety of urban, suburban and rural locations in diverse geographies, from coast to coast, which we believe supports the portability of the Sprouts brand and store model into a wide range of markets.
−Removed: As we implement our long-term growth strategy, our future stores will deliver a unique and friendly shopping experience that stays true to our farmers market heritage by featuring a smaller box size than our recent vintages, generally between 21,000 and 25,000 square feet.
−Removed: By reducing our store square footage, we expect that our newer stores will have a lower cost to build and decreased occupancy and operating costs, while reducing non-selling space that will result in generally flat sales compared to our larger stores.
+Added: As we implement our long-term growth strategy, our stores will continue to deliver a unique and friendly shopping experience that stays true to our farmers market heritage by featuring a smaller box size than our recent vintages, generally between 21,000 and 25,000 square feet.
+Added: By reducing our store square footage, our newer stores generally have a lower cost to build and decreased occupancy and operating costs, while reducing non-selling space that results in generally flat sales compared to our larger
We expect these cost reductions will allow us to deliver higher returns than our larger stores and continue to accelerate our growth.
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Based on our industry experience, we also believe consumers are increasingly focused on health and wellness and are actively seeking healthy foods in order to improve eating habits.
−Removed: This overall demand for healthy products is driven by many factors, including increased awareness about the benefits of eating healthy, a greater focus on preventative health measures, and the rising costs of health care.
+Added: This overall demand for healthy products is driven by many factors, including increased awareness about the benefits of eating healthy, a greater focus on preventative health measures using food as medicine, and the rising costs of health care.
We believe customers are attracted to retailers with comprehensive health and wellness product offerings.
As a result, food retailers are offering an increased assortment of fresh, natural and organic foods as well as vitamins and supplements to meet this demand.
−Removed: Our competitors primarily include other specialty food retailers such as Whole Foods, Trader Joe’s, and smaller local or regional operators, conventional supermarkets such as Kroger, Albertsons, Safeway, H-E-B and Publix, as well as mass or discount retailers such as Target and Walmart, warehouse membership clubs, online retailers such as Amazon, specialty stores, restaurants, home delivery and meal solution companies, and any other outlets offering food and similar products as those found in our stores.
+Added: Our competitors within the overall grocery industry primarily include other specialty food retailers such as Whole Foods, Trader Joe’s, and smaller local or regional operators, conventional supermarkets such as Kroger, Albertsons, Safeway, H-E-B and Publix, as well as mass or discount retailers such as Target and Walmart, warehouse membership clubs, online retailers such as Amazon, specialty stores, restaurants, home delivery and meal solution companies, and any other outlets offering food and similar products as those found in our stores.
We believe Sprouts offers consumers a compelling value and differentiated products relative to our competitors and will continue to benefit from increasing consumer focus on health, wellness and value, as well as their emphasis on an enhanced shopping experience featuring a broad selection of attribute-driven products along with exceptional customer engagement.
Insurance and Risk Management
−Removed: We use a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, general liability, product liability, director and officers’ liability, team member healthcare benefits, and other casualty and property risks.
−Removed: Changes in legal trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers, and changes in discount rates could all affect ultimate settlements of claims.
−Removed: We evaluate our insurance requirements on an ongoing basis to ensure we maintain adequate levels of coverage.
+Added: We use a combination of insurance and self-insurance to manage potential liabilities related to workers’ compensation, general liability, product liability, cybersecurity, directors' and officers' liability, team member healthcare benefits, and other casualty and property risks.
+Added: Various factors, including changes in legal trends and interpretations, inflation rate fluctuations, changes in claims settlement practices, changes in applicable laws affecting benefit levels, insolvency of insurance carriers, risk transfer management, and fluctuations in discount rates, could impact the ultimate settlements of claims and the overall cost of our insurance program.
+Added: As such, there is no guarantee that our insurance coverage will fully mitigate all potential risks or claims.
+Added: We continuously evaluate our insurance program to ensure that our coverage levels are appropriate considering evolving risks, claims experience, and the regulatory environment.
+Added: We also assess the financial strength of our insurance carriers to minimize the risk of insolvency and ensure stability in our coverage.
Trademarks and Other Intellectual Property
We believe that our intellectual property has substantial value and has contributed to the success of our business.
−Removed: In particular, our trademarks, including our registered SPROUTS FARMERS MARKET ® and SPROUTS ® trademarks, are valuable assets that we believe reinforce our customers’ favorable perception of our stores.
+Added: In particular, our trademarks, including our registered SPROUTS FARMERS MARKET ® and SPROUTS ® trademarks, are valuable assets that we believe reinforce our customers’ favorable perception of
In addition to our trademarks, we believe that our trade dress, which includes the human-scale design, arrangement, color scheme and other physical characteristics of our stores and product displays, is a large part of the farmers market atmosphere we create in our stores and enables customers to distinguish our stores and products from those of our competitors.
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Information Technology Systems
−Removed: We have made significant investments in Information Technology infrastructure and business systems, including enterprise data management, business intelligence, labor management, purchasing, store replenishment, demand forecasting, financial and reporting systems, and in-store technologies.
−Removed: Recent investments focus on solutions to increase operational productivity, optimize our labor, maintain our in-stock positions, forecast our customer demand, automate our supply chain, and enhance the customer’s experience in-store and online, while maintaining our high quality and value proposition.
−Removed: We will continue making investments in our current Information Technology infrastructure to support our growth while evaluating how new and emerging technologies can increase efficiencies to our operations and improve customer engagement.
−Removed: Our stores operate under one integrated Information Technology platform which facilitates agility and scalability to support our current and future store growth.
−Removed: In addition, we continue our focused efforts on limiting risk of cyber-security incidents by investing in IT security technology tools, resources, penetration assessments, third-party security audits and employee training.
+Added: We have made significant investments in IT infrastructure and business systems to enhance efficiency, scalability, and customer experience to support our long-term growth and operational resilience.
+Added: These investments include enterprise data management, labor and shrink optimization, store replenishment, demand forecasting, and in-store technologies, all aimed at streamlining operations and improving decision-making.
+Added: Our IT initiatives focus on maintaining high in-stock availability, optimizing demand forecasting, automating supply chain processes, enhancing the customer experience, and increasing workforce productivity.
+Added: These enhancements drive greater operational efficiency, cost control, and business agility.
+Added: To further strengthen our capabilities, we continue to integrate emerging technologies such as artificial intelligence, machine learning, and cloud computing to advance automation, generate real-time insights, and improve scalability.
+Added: We operate on an integrated IT platform that provides the agility and scalability necessary to support business growth and evolving market demands.
+Added: This platform ensures operational consistency across our business, enabling seamless adaptation to changing conditions while positioning us for future expansion.
+Added: To mitigate risks such as cybersecurity threats, system disruptions, and data breaches, we have implemented a multi-layered security strategy, including advanced threat detection, continuous monitoring, third-party security audits, employee cybersecurity training, and robust disaster recovery and incident response protocols.
+Added: Our cybersecurity program aligns with industry standards such as the NIST Cybersecurity Framework (CSF), while our data protection practices comply with privacy regulations, including the California Privacy Rights Act (CPRA).
+Added: For payment security, we adhere to the Payment Card Industry Data Security Standard (PCI DSS) to ensure the protection of cardholder data and transaction integrity.
Regulatory Compliance
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Department of Agriculture (“USDA”), the Consumer Product Safety Commission (“CPSC”) and the Environmental Protection Agency (“EPA”).
−Removed: The FDA has comprehensive authority to regulate the manufacture, labeling, distribution, sale, marketing and safety of food and food ingredients (other than meat, poultry, catfish and certain egg products), as well as dietary supplements under the Federal Food, Drug, and Cosmetic Act (“FDCA”).
+Added: The FDA has comprehensive authority to regulate the manufacture, labeling, distribution, sale, marketing and safety of food and food ingredients for humans and pets (other than meat, poultry, catfish and certain egg products), as well as dietary supplements under the Federal Food, Drug, and Cosmetic Act (“FDCA”).
Similarly, the USDA’s Food Safety Inspection Service (“FSIS”) is the public health agency responsible for ensuring that the nation’s commercial supply of meat, poultry, catfish and certain egg products is safe, wholesome and correctly labeled and packaged under the Federal Meat Inspection Act and the Poultry Products Inspection Act.
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This authority applies to all domestic food facilities and, by way of imported food supplier verification requirements, to all foreign facilities that supply food products.
−Removed: The FDA and FSIS also exercise broad jurisdiction over the labeling and promotion of food.
−Removed: Labeling is a broad concept that, under certain circumstances, extends even to product-related claims and representations made on a company’s website or similar printed or graphic medium.
+Added: The FDA and FSIS also exercise broad jurisdiction over the labeling and promotion of food and meat products.
+Added: Labeling is a broad concept that, under certain circumstances, extends even to product-related claims and representations made on a company’s website, in-store or similar printed or graphic medium.
All foods, including dietary supplements, must bear labeling that provides consumers with essential information with respect to standards of identity, net quantity, nutrition facts labeling, ingredient statement, and allergen disclosures.
−Removed: The agencies also regulate the use of structure/function claims, health claims and nutrient content claims for food products.
+Added: The agencies also regulate the use of structure/function claims, health claims and nutrient content claims for food and dietary supplement products.
Additional in-store labeling requirements, such as disclosure of calories and other nutrient information for frequently sold items are now in effect.
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No cosmetic product labeling or marketing may advertise any therapeutic use, such as treating or preventing disease, or claim to affect the structure or function of the body.
−Removed: The Modernization of Cosmetics Regulation Act of 2022 (MoCRA), which was enacted in December 2022, creates a comprehensive regulatory framework that imposes new FDA registration and listing requirements, adverse event reporting obligations, labeling rules, enforcement authority, and good manufacturing practices (GMP) requirements, among other regulatory obligations, on cosmetic manufacturers, packers or distributors of cosmetic products whose name appears on the label of the product.
+Added: The Modernization of Cosmetics Regulation Act of 2022 ("MoCRA") created a comprehensive regulatory framework that imposes new FDA registration and listing requirements, adverse event reporting obligations, labeling rules, enforcement authority, and good manufacturing practices ("GMP") requirements, among other regulatory obligations, on cosmetic manufacturers, packers or distributors of cosmetic products whose name appears on the label of the product.
Homeopathic Products .
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FDA has approved one drug product containing CBD as an active ingredient.
−Removed: Consequently, because CBD has been approved as a drug active ingredient, FDA’s current legal position is that CBD cannot be legally contained in a dietary supplement or food product.
+Added: Consequently, because CBD has been
+Added: approved as a drug active ingredient, FDA’s current legal position is that CBD cannot be legally contained in a dietary supplement or food product.
This restriction only applies to dietary supplements and foods.
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Corporate Offices
−Removed: Our principal executive offices are located at 5455 E.
−Removed: High Street, Suite 111, Phoenix, Arizona 85054.
+Added: Our principal executive offices are located at 5455 East High Street, Suite 111, Phoenix, Arizona 85054.
Our website address is www.sprouts.com .
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Our corporate governance documents, code of ethics and Board committee charters and policies are also posted on http://investors.sprouts.com/ .
−Removed: Ri sk Factors
−Removed: Certain factors may have a material adverse effect on our business, financial condition and results of operations.
−Removed: You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including our consolidated financial statements and related notes.
−Removed: Any of the following risks could materially and adversely affect our business, results of operations, cash flows, financial condition, or prospects and cause the value of our common stock to decline.
−Removed: Market and Other External Risks
−Removed: General economic conditions that impact consumer spending or result in competitive responses could adversely affect our business.
−Removed: The retail food business is sensitive to changes in general economic conditions.
−Removed: Inflation, recessionary economic cycles, increases in interest rates, higher prices for commodities, raw materials, fuel and other energy, high levels of unemployment and consumer debt, depressed home values, high tax rates, tariffs and other macroeconomic factors that affect consumer spending and confidence or buying habits may materially adversely affect the demand for and prices of products we sell in our stores.
−Removed: As a result, consumers may be more cautious and could reduce their spending in our stores or shift their spending to lower-priced competition, such as warehouse membership clubs, dollar stores, online retailers or extreme value formats, which could have a material and adverse effect on our operating results and financial condition.
−Removed: In addition, prolonged inflation or deflation can impact our business.
−Removed: Food inflation, such as the elevated levels we experienced beginning in 2022 and continuing into 2023, when combined with reduced consumer spending, could also reduce sales, gross profit margins and comparable store sales.
−Removed: As a result, our operating results and financial condition could be materially adversely affected.
−Removed: Food deflation across multiple categories, particularly in produce and proteins, could also reduce sales growth and earnings if our competitors react by lowering their retail pricing and expanding their promotional activities, which can lead to retail deflation higher than cost deflation that could reduce our sales, gross profit margins and comparable store sales.
−Removed: Our failure to compete successfully in our competitive industry may adversely affect our revenues and profitability.
−Removed: We operate in the competitive retail food industry.
−Removed: Our competitors include specialty grocers, conventional supermarkets, natural food stores, mass or discount retailers, warehouse membership clubs, online retailers and specialty stores, as well as restaurants and home delivery and home meal solution providers.
−Removed: These businesses compete with us for products, customers and locations.
−Removed: We compete on a combination of factors, primarily differentiated product selection, quality, convenience, shopping experience, customer engagement, store format, location, price and delivery options.
−Removed: Our failure to offer products or services that appeal to our customers’ preferences or to effectively market these products or services could lead to a decrease in our sales.
−Removed: To the extent that our competitors offer lower prices or similar products, our ability to maintain profit margins and sales levels may be negatively impacted.
−Removed: In addition, some competitors are aggressively expanding their number of stores or their product offerings, increasing the space allocated to perishable, prepared and specialty foods, including fresh, natural and organic foods, and enhancing options of engaging with and delivering their products to customers.
−Removed: Some of these competitors may have greater financial or marketing resources than we do and may be able to devote greater resources to sourcing, promoting and selling their products.
−Removed: As competition in certain areas or platforms intensifies or competitors open stores or expand delivery options within close proximity to our stores, our results of operations and cash flows may be negatively impacted through a loss of sales, decrease in customer traffic and market share, reduction in margin from competitive price changes or greater operating costs.
−Removed: We rely heavily on sales of fresh produce and quality fresh, natural and organic products, and product supply disruptions may have an adverse effect on our profitability and operating results.
−Removed: We have a significant focus on perishable products, including fresh produce and natural and organic products.
−Removed: Sales of produce accounted for approximately 19% and 20% of our net sales in fiscal 2023 and 2022, respectively.
−Removed: Despite temporary challenges related to the COVID-19 pandemic, we have generally not experienced significant difficulty to date in maintaining the supply of our produce and fresh, natural and organic products that meet our quality standards.
−Removed: However, there is no assurance that these products will be available to meet our needs in the future.
−Removed: The availability of such products at competitive prices depends on many factors beyond our control, including the number and size of farms that grow natural or organic crops or raise livestock that meet our quality, welfare and production standards, tariffs and import regulations or restrictions on foreign-sourced products and the ability of our vendors to maintain required attributes or organic, non-genetically modified or other applicable third-party certifications for such products.
−Removed: Produce is also vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, storms, frosts, wildfires, earthquakes, hurricanes, pestilences and other extreme or abnormal environmental conditions, including the potential effects of climate change, any of which can lower crop yields and reduce crop size and quality.
−Removed: This could reduce the available supply of, or increase the price of, fresh produce, which may adversely impact sales of our fresh produce and our other products that rely on produce as a key ingredient.
−Removed: In addition, we and our suppliers compete with other food retailers in the procurement of fresh, natural and organic products, and other specialty, attribute-driven products which are often less available than conventional products.
−Removed: If our competitors significantly increase these types of product offerings due to increases in consumer demand or otherwise, we and our suppliers may not be able to obtain a sufficient supply of such products on favorable terms, or at all, and our sales may decrease, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
−Removed: We could also suffer significant inventory losses in the event of disruption of our supply chain network or extended power outages or other damaging events in our stores or distribution centers.
−Removed: If we are unable to maintain inventory levels suitable for our business needs, it would materially adversely affect our financial condition, results of operations and cash flows.
−Removed: The current geographic concentration of our stores creates an exposure to local or regional downturns or catastrophic occurrences and the impact of climate change.
−Removed: As of December 31, 2023, we operated 139 stores in California, making California our largest market representing 34% of our total stores in fiscal 2023.
−Removed: We also have store concentration in Texas, Arizona, Florida and Colorado, operating 50, 45, 43 and 33 stores in those states, respectively, and representing 12%, 11%, 11% and 8% of our total stores in fiscal 2023, respectively.
−Removed: As we execute our long-term growth strategy, we may become even more concentrated in these markets, as well as other identified expansion markets.
−Removed: In addition, we source a large portion of our produce from California, ranging from approximately 40% to approximately 70% depending on the time of year.
−Removed: As a result, our business is currently more susceptible to regional conditions than the operations of more geographically diversified competitors, and we are vulnerable to economic downturns in those regions.
−Removed: Any unforeseen events or circumstances that negatively affect these areas in which we have stores or from which we obtain products could materially adversely affect our revenues and profitability.
−Removed: These factors include, among other things, changes in demographics, population and employee bases;
−Removed: wage increases;
−Removed: changes in economic conditions;
−Removed: floods, prolonged droughts, diminished water resources, windstorms such as tornados, cyclones, hurricanes and tropical storms, winter storms or other severe weather conditions, which may be caused or exacerbated by climate change;
−Removed: and other catastrophic occurrences, such as pandemics, earthquakes or wildfires.
−Removed: Such conditions may result in reduced customer traffic and spending in our stores, physical damage to our stores, full or partial loss of power in our stores, loss of inventory, closure of one or more of our stores, inadequate work force in our markets, temporary disruption in the supply of products whether from self or third-party distribution, delays in the delivery of goods to our stores and a reduction in the availability of products in our stores.
−Removed: Any of these factors, particularly in areas with significant geographic concentration of our stores or produce growers on which we rely, may disrupt our business and materially adversely affect our financial condition, results of operations and cash flows.
−Removed: Fluctuations in commodity prices and availability may impact profitability.
−Removed: Many products we sell include ingredients such as wheat, corn, oils, milk, sugar, cocoa, nuts and other key commodities.
−Removed: Many commodity prices are subject to significant fluctuations and may be impacted by economic factors such as inflation and tariffs, and availability of commodities may be impacted by weather events and catastrophic occurrences.
−Removed: Any increase in prices of such key ingredients may cause our vendors to seek price increases from us, and price decreases may result in our competitors reducing retail prices on items containing such ingredients.
−Removed: If we are unable to mitigate these fluctuations, our profitability may be impacted either through increased costs to us or lower prices and loss of customers due to competitive conditions, which may impact gross margins, or through reduced revenue as a result of a decline in the number and average size of customer transactions.
−Removed: Supply chain disruptions may delay our store growth plans.
−Removed: We experienced difficulties in obtaining necessary equipment from third parties due to supply chain delays complicated by the COVID-19 pandemic.
−Removed: Further disruptions to the global supply chain due to events beyond our control, such as pandemics or wars, may cause us to experience shortages of necessary products or equipment resulting in delays in our future new store openings.
−Removed: Another widespread health epidemic or other incidents beyond our control could materially impact our business.
−Removed: As evidenced by the COVID-19 pandemic, our business could be severely impacted by other widespread regional, national or global health epidemics or other incidents beyond our control such as terrorism, riots, acts of violence and other crimes.
−Removed: Such events may cause customers to avoid public gathering places such as our stores or otherwise change their shopping behaviors.
−Removed: Additionally, these occurrences could adversely impact our business by disrupting production and delivery of products to our stores and by impacting our ability to appropriately staff our stores.
−Removed: Increasing energy costs, unless offset by more efficient usage or other operational responses, may impact our profitability.
−Removed: We utilize natural gas, water, sewer and electricity in our stores and our transportation providers use gasoline and diesel in trucks that deliver products to our stores.
−Removed: We have been adversely impacted by the increased costs of energy and may be further adversely impacted if costs continue to increase.
−Removed: We may also be required to pay certain adjustments or other amounts pursuant to our supply and delivery contracts in connection with increases in fuel prices.
−Removed: Increases in energy costs, whether driven by increased demand, decreased or disrupted supply, increased environmental regulations or an anticipation of any such events or otherwise, will increase the costs of operating our stores and distribution centers.
−Removed: Our shipping costs also may increase if fuel and freight prices increase.
−Removed: We may not be able to recover these rising costs through increased prices charged to our customers, and any increased prices may exacerbate the risk of customers choosing lower-cost alternatives.
−Removed: In addition, if we are unsuccessful in attempts to protect against these increases in energy costs through long-term energy contracts, improved energy procurement, improved efficiency and other operational improvements, the overall costs of operating our stores will increase, which would impact our profitability, financial condition, results of operations and cash flows.
−Removed: We may require additional capital to fund the expansion of our business, and our inability to obtain such capital could harm our business.
−Removed: To support our growth strategy, we must have sufficient capital to continue to make significant investments in our new and existing stores and advertising.
−Removed: If cash flows from operations are not sufficient, we may need additional equity or debt financing to provide the funds required to expand our business.
−Removed: If such financing is not available on satisfactory terms or at all, we may be unable to expand our business or to develop new business at the rate desired.
−Removed: Debt financing increases expenses, may contain covenants that restrict the operation of our business, and must be repaid regardless of operating results.
−Removed: Equity financing, or debt financing that is convertible into equity, could result in additional dilution to our existing stockholders.
−Removed: Our inability to obtain adequate capital resources, whether in the form of equity or debt, to fund our business and growth strategy may require us to delay, scale back or eliminate some or all of our operations or the expansion of our business, which may have a material adverse effect on our business, operating results, financial condition or prospects.
−Removed: Business and Operating Risks
−Removed: Our ability to execute on our long-term growth strategy largely depends on new store openings, and our failure to successfully open new stores could negatively impact our business.
−Removed: Our continued growth depends, in large part, on our ability to open new stores and to operate those stores successfully.
−Removed: Successful implementation of our long-term growth strategy depends upon a number of factors, including our ability to effectively achieve a level of cash flow or obtain necessary financing to support our expansion;
−Removed: find suitable sites for new store locations;
−Removed: manage supply chain constraints to obtain necessary equipment;
−Removed: negotiate and execute leases on acceptable terms;
−Removed: secure and manage the inventory necessary for the launch and operation of our new stores;
−Removed: hire, train and retain skilled team members;
−Removed: promote and market new stores;
−Removed: successfully execute and gain customer acceptance of our new store format;
−Removed: and address competitive merchandising, distribution, operational and other challenges encountered in connection with expansion into new geographic areas and markets.
−Removed: Although we plan to expand our store base primarily through new store openings, we may grow through strategic acquisitions.
−Removed: Our ability to grow through strategic acquisitions will depend upon our ability to identify suitable targets and negotiate acceptable terms and conditions for their acquisition, as well as our ability to obtain financing for such acquisitions, integrate the acquired stores into our existing store base and retain the customers of such stores.
−Removed: If we are ineffective in performing these activities, then our efforts to open and operate new stores may be unsuccessful or unprofitable, and we may be unable to execute our growth strategy.
−Removed: In fiscal 2023, we opened 30 new stores and acquired two stores.
−Removed: In fiscal 2022, we opened 16 new stores.
−Removed: We currently expect to achieve approximately 10% annual unit growth and to open approximately 35 new stores in 2024, including penetration of new markets with a greater concentration of new stores.
−Removed: However, we may not achieve this expected level of new store growth due to inability to find suitable sites, supply chain disruptions or otherwise.
−Removed: We may not have the level of cash flow or financing necessary to support our growth strategy.
−Removed: Additionally, our proposed expansion will place increased demands on our operational, managerial and administrative resources.
−Removed: These increased demands could cause us to operate our existing business less effectively, which in turn could cause deterioration in the financial performance of our existing stores.
−Removed: Further, new store openings in markets where we have existing stores may result in reduced sales volumes at our existing stores in those markets.
−Removed: If we experience a decline in performance, we may slow or discontinue store openings, or we may decide to close stores that we are unable to operate in a profitable manner.
−Removed: If we fail to successfully implement our growth strategy, including by opening new stores, our financial condition, results of operations and cash flows may be adversely affected.
−Removed: Real or perceived concerns that products we sell could cause unexpected illness, side effects, injury or death could result in their discontinuance or expose us to lawsuits, either of which could result in unexpected costs and damage to our reputation.
−Removed: There is increasing public awareness regarding and governmental scrutiny of food safety.
−Removed: Unexpected illness, side effects, injury, or death caused by products we prepare and/or sell, in particular our Sprouts brand products, or involving vendors that provide us with products or services that are consumed by our customers could expose us to severe damage to our reputation, product liability or negligence lawsuits or government enforcement actions.
−Removed: Any claims brought against us may exceed our existing or future insurance policy coverage or limits.
−Removed: Any judgment against us that is in excess of our policy limits would have to be paid from our cash reserves, which would reduce our capital resources.
−Removed: Further, we may not have sufficient capital resources to pay a judgment, in which case our creditors could levy against our assets.
−Removed: Such illnesses, side effects, injuries or deaths could also result in the discontinuance of sales of these products or our relationship with such vendors or prevent us from achieving market acceptance of the affected products.
−Removed: As a fresh, natural and organic retailer, we believe that many customers choose to shop our stores because of their interest in health, nutrition and food safety.
−Removed: As a result, we believe that our customers hold us to a high food safety and quality standards, in particular our Sprouts brand products.
−Removed: Therefore, real or perceived quality or food safety concerns, whether or not ultimately based on fact, and whether or not involving products prepared and/or sold at our stores or vendors that supply us with products or provide us with services, would cause negative publicity and lost confidence regarding our company, brand, or products, which could in turn harm our reputation and net sales, and could have a material adverse effect on our business, results of operations, cash flows or financial condition .
−Removed: Any significant interruption in the operations of our distribution centers or supply chain network could disrupt our ability to deliver our produce and other products in a timely manner.
−Removed: We self-distribute our produce through six distribution centers located in Arizona, Texas, northern California, southern California, Colorado and Florida.
−Removed: We also have entered into a partnership with a third-party produce distributor in Pennsylvania to supply fresh produce to our Mid-Atlantic stores.
−Removed: As we further expand our geographic footprint, we may require additional distribution centers or expansion of our existing distribution centers.
−Removed: Any unanticipated or unusual expenses or significant interruption or failure in the operation of our distribution center infrastructure, such as disruptions due to fire, severe weather or other catastrophic events, cyberattacks, network or power outages, labor shortages or disagreements, shipping or infrastructure problems, food safety concerns, integration of new distribution centers into our supply chain network, inability of our new distribution centers to perform as expected or contractual disputes with third-party service providers could result in increased expenses and adversely impact our ability to distribute produce and other products to our stores.
−Removed: Such interruptions could result in lost sales and a loss of customer loyalty to our brand, as well as increased costs from third-party service providers.
−Removed: While we maintain business interruption and property insurance, if the operation of our distribution centers or transportation network were interrupted for any reason, causing delays in shipment of product to our stores, our insurance may not be sufficient to cover losses we experience, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
−Removed: In addition, unexpected delays in deliveries from vendors that ship directly to our stores or increases in distribution and transportation costs (including through increased labor or fuel costs) could have a material adverse effect on our financial condition, results of operations and cash flows.
−Removed: Labor shortages, work stoppages or wage increases in the transportation or other industries, long-term disruptions to the national and international transportation infrastructure, reduction in capacity and industry-specific regulations such as hours-of-service rules that lead to delays or interruptions of deliveries or increased costs could negatively affect our business.
−Removed: Disruption of significant supplier relationships could negatively affect our business.
−Removed: KeHE is our primary supplier of dry grocery and frozen food products, accounting for approximately 47% and 45% of our total purchases in fiscal 2023 and 2022, respectively.
−Removed: Our current primary contractual relationship with KeHE continues through July 18, 2025 and provides that KeHE will be our primary supplier for all of our stores.
−Removed: Our primary supplier of meat and seafood products accounted for approximately 14% and 13% of our total purchases in fiscal 2023 and 2022, respectively.
−Removed: Due to this concentration of purchases from a small number of third-party suppliers, the cancellation of our distribution arrangements or the disruption, delay or inability of our suppliers to timely deliver product to our stores in quantities or within service parameters that meet our requirements may materially and adversely affect our operating results while we establish alternative supply chain channels.
−Removed: Another 3% of our total purchases in both fiscal 2023 and 2022, respectively, were made through our secondary supplier of dry grocery and frozen food products, UNFI.
−Removed: Our current contractual relationship with UNFI continues through April 30, 2024.
−Removed: There is no assurance UNFI or other distributors will be able to fulfill our needs on favorable terms or at all.
−Removed: In addition, if KeHE, UNFI or any of our other suppliers fail to comply with food safety, labeling or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted.
−Removed: Further, the food distribution and manufacturing industries are dynamic.
−Removed: Consolidation of distributors or the manufacturers that supply them could reduce our supply options and detrimentally impact the terms under which we purchase products.
−Removed: We may not be able to find replacement suppliers on commercially reasonable terms, which would have a material adverse effect on our financial condition, results of operations and cash flows.
−Removed: Disruptions to, security breaches or non-compliance involving, our information technology systems could harm our ability to run our business and expose us to potential liability and loss of revenues.
−Removed: We rely extensively on information technology systems for point-of-sale processing in our stores, supply chain, financial reporting, human resources, store operations, ecommerce and various other processes and transactions.
−Removed: Our information technology systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, including tampering with hardware and breaches of our transaction processing or other systems that could result in the compromise of confidential customer or team member data, ransomware attacks, catastrophic events, and usage errors by our team members.
−Removed: Phishing attacks have emerged as
−Removed: particularly pervasive, including as a means for ransomware attacks, which have increased both in frequency and breadth.
−Removed: Point-of-sale hardware in our stores has also been targeted by individuals attempting to install skimmer devices or conduct other tampering to illicitly obtain payment card information.
−Removed: In response to these wide-ranging cybersecurity and data privacy risks, we have implemented numerous security protocols in order to strengthen security, and we maintain a customary cyber insurance policy, but there can be no assurance breaches will not occur in the future, be detected in a timely manner or be covered by our insurance policy.
−Removed: Significant expenditures could be required to remedy future cybersecurity problems and protect against future breaches.
−Removed: Additionally, compliance with current and future applicable federal and state privacy, cybersecurity and related laws, including for example the California Privacy Act of 2018 (“CCPA”) and the California Privacy Rights Act (“CPRA”), can be costly and time-consuming.
−Removed: These costs could have a material adverse effect on our business, and our efforts may not meaningfully limit the success of future attempts to breach our information technology systems.
−Removed: Our information technology systems may also fail to perform as we anticipate, and we may encounter difficulties or significant expenses in implementing new systems, adapting these systems to changing technologies or legal requirements or expanding them to meet the future needs and growth of our business.
−Removed: If our systems are improperly implemented, breached, damaged, cease to function properly, do not function as anticipated or are perceived to have failed, we may have to make significant investments to fix or replace them;
−Removed: suffer interruptions in our operations;
−Removed: experience data loss;
−Removed: incur liability to our customers, team members and others;
−Removed: face costly litigation, enforcement actions and penalties;
−Removed: and our brand and reputation with our customers may be harmed.
−Removed: Various third parties, such as our suppliers, including our most significant suppliers, and payment processors and their suppliers ( i.e.
−Removed: , our fourth parties), also rely heavily on information technology systems, and any failure of these systems for any reason ( e.g.
−Removed: , cybersecurity attack, software glitch, human or system error or omission), could also cause loss of sales, transactional or other data and significant interruptions to our business.
−Removed: Any security breach or other material interruption in the information technology systems we rely on, particularly those required for point-of-sale payment processing in our stores, may have a material adverse effect on our business, operating results and financial condition.
−Removed: In addition, many of our store support team members remain in a remote or hybrid work environment in response to changes in the work environment due to the COVID-19 pandemic.
−Removed: Our failure to provide appropriate technological resources and maintain adequate safeguards around our remote work environment could result in loss of productivity and usage errors by our team members or the loss or compromise of confidential customer, team member or company data.
−Removed: In addition, the remote work environment may increase certain risks to our business, including phishing and other cybersecurity attacks.
−Removed: If we are unable to successfully identify market trends and react to changing consumer preferences in a timely manner, our sales may decrease.
−Removed: We believe our success depends, in substantial part, on our ability to:
−Removed: • anticipate, identify and react to fresh, natural and organic grocery and dietary supplement trends and changing consumer preferences and demographics in a timely manner;
−Removed: • translate market trends into appropriate, innovative, saleable product and service offerings in our stores before our competitors and effectively market these trends to our target customers;
−Removed: • develop and maintain vendor and service provider relationships that provide us access to the newest on-trend merchandise and customer engagement options on reasonable terms.
−Removed: Consumer preferences often change rapidly and without warning, moving from one trend to another among many product or retail concepts.
−Removed: Our performance is impacted by trends regarding healthy lifestyles, product attributes, dietary preferences, convenient options, fresh, natural and organic products, meal solutions, ingredient transparency and sustainability, and vitamins and supplements, as well as new and evolving methods of engaging with and delivering our products to our customers.
−Removed: Consumer preferences towards vitamins, supplements or fresh, natural and organic food products might shift as a result of, among other things, economic conditions, food safety perceptions, scientific research or findings
−Removed: regarding the benefits or efficacy of such products, national media attention and the cost, attributes or sustainability of these products.
−Removed: Our store offerings currently include fresh, natural and organic products and dietary supplements.
−Removed: A change in consumer preferences away from our offerings would have a material adverse effect on our business.
−Removed: Additionally, negative publicity over the safety, efficacy or benefits of any such items, in particular our Sprouts brand products, may adversely affect demand for our products, and could result in lower customer traffic, sales, results of operations and cash flows.
−Removed: If we are unable to anticipate and satisfy consumer preferences with respect to product offerings and customer engagement options, our sales may decrease, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
−Removed: Our newly opened stores may negatively impact our financial results in the short-term, and may not achieve sales and operating levels consistent with our more mature stores on a timely basis or at all.
−Removed: We have actively pursued new store growth as part of our long-term strategy and plan to continue doing so in the future.
−Removed: Our new store openings may not be as successful or reach the sales and profitability levels of our existing stores.
−Removed: New store openings may negatively impact our financial results in the short-term due to the effect of store opening costs and lower sales and contribution to overall profitability during the initial period following opening.
−Removed: New stores typically build their sales volume and their customer base over time and, as a result, generally have lower margins and higher operating expenses, as a percentage of net sales, than our more mature stores.
−Removed: New stores may not achieve sustained sales and operating levels consistent with our more mature store base on a timely basis or at all.
−Removed: This may result in store closures or otherwise have an adverse effect on our financial condition and operating results.
−Removed: Further, we have experienced in the past, and expect to experience in the future, some sales volume transfer from our existing stores to our new stores as some of our existing customers switch to new, closer locations.
−Removed: If our new stores are less profitable than our existing stores, or if we experience sales volume transfer from our existing stores, our financial condition and operating results may be adversely affected.
−Removed: On many of our projects, we have received landlord contributions for leasehold improvements and other build-out costs.
−Removed: We cannot guarantee that we will be able to continue to receive landlord contributions at the same levels or at all.
−Removed: Any reductions of landlord contributions could have an adverse impact on our new store cash-on-cash returns and our operating results.
−Removed: We may be unable to maintain or increase comparable store sales, which could negatively impact our business and stock price.
−Removed: We may not be able to achieve or improve the levels of comparable store sales that we have experienced in the past.
−Removed: Our comparable store sales growth could be lower than our historical average for many reasons, including general economic conditions, competition, cycling prior year performance and the other matters discussed in these Risk Factors.
−Removed: These factors may cause our comparable store sales results to be materially lower than in recent periods, which could harm our business and result in a decline in the price of our common stock.
−Removed: We may be unable to maintain or improve our operating margins, which could adversely affect our financial condition and ability to grow.
−Removed: If we are unable to successfully manage the potential difficulties associated with store growth, we may not be able to capture the efficiencies of scale that we expect from expansion.
−Removed: If we are not able to capture efficiencies of scale related to our smaller store format, improve our systems, sustain cost discipline, optimize promotional activity and maintain appropriate store labor levels and disciplined product selection, our customer traffic and operating margins may stagnate or decline.
−Removed: In addition, competition and pricing pressures from competitors and our inability to timely pass on product cost increases due to inflation or otherwise to our customers through retail price increases may also adversely impact our operating margins.
−Removed: Both our inability to capture the efficiencies from scale and competition could have a material adverse effect on our business, financial condition, results of operations and cash flows and adversely affect the price of our common stock.
−Removed: If we fail to maintain our reputation and the value of our brand, our sales may decline.
−Removed: We believe our continued success depends on our ability to maintain and grow the value of the Sprouts brand.
−Removed: Maintaining, promoting and positioning our brand and reputation will depend largely on the success of our marketing and merchandising efforts and our ability to provide a consistent, high-quality customer experience.
−Removed: Brand value is based in large part on perceptions of subjective qualities, and even isolated incidents involving our company, our team members, suppliers, agents, marketing partners, or third-party service providers, or the products we sell can erode trust and confidence, particularly if they involve our Sprouts brand products, or result in adverse publicity, governmental investigations or litigation.
−Removed: Our brand could be adversely affected if we fail to achieve these objectives, or if our public image or reputation were to be tarnished by negative publicity.
−Removed: If we are unable to protect against inventory shrink, our results of operations and financial condition could be adversely affected.
−Removed: Our business depends on our ability to effectively manage our inventory.
−Removed: We have historically experienced loss of inventory (also called shrink) due to damage, theft, spoilage, inventory management and other causes.
−Removed: Sustained elevated levels of inventory shrink could adversely affect our results of operations and financial condition.
−Removed: To protect against the possibility of rising inventory shrink, we have taken, and may continue to take, certain operational and strategic actions that could adversely affect our results of operations.
−Removed: In addition, sustained high rates of inventory shrink at certain stores could impact the profitability of those stores and result in the impairment of long-lived assets.
−Removed: The loss of key management could negatively affect our business.
−Removed: We are dependent upon a number of key management and other team members.
−Removed: If we were to lose the services of a key member of our management team or a significant number of key team members within a short period of time, this could have a material adverse effect on our operations as we may not be able to find suitable individuals to replace them on a timely basis, if at all.
−Removed: In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause our stock price to decline.
−Removed: We do not maintain key person insurance on any team member.
−Removed: If we are unable to attract, train and retain team members, we may not be able to grow or successfully operate our business.
−Removed: The food retail industry is labor intensive.
−Removed: Our continued success and ability to grow through new store openings is dependent upon our ability to attract and retain qualified team members in our stores and at our store support offices who understand and appreciate our culture and are able to represent our brand effectively and establish credibility with our business partners and customers.
−Removed: We face intense competition for qualified team members, many of whom are subject to offers from competing employers.
−Removed: Due to a tight labor market, availability of talent and other factors, we have experienced, and could continue to experience, a shortage of labor for store positions.
−Removed: Our ability to meet our labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability of a sufficient number of qualified persons in the work force in the markets in which we are located, unemployment levels within those markets, unionization of the available work force, prevailing wage rates, changing demographics, health and other insurance costs and changes in employment legislation.
−Removed: In the event of increasing wage rates, if we fail to increase our wages competitively, the quality of our workforce could decline, causing our customer engagement to suffer, while increasing our wages could cause our earnings to decrease.
−Removed: If we are unable to hire, train and retain team members capable of meeting our business needs and expectations, our business and brand image may be impaired.
−Removed: Any failure to meet our staffing needs or any material increase in turnover rates of our team members or team member wages may adversely affect our business, results of operations, cash flows or financial condition.
−Removed: Union attempts to organize our team members could negatively affect our business.
−Removed: None of our team members are currently subject to a collective bargaining agreement.
−Removed: As we continue to grow and enter different regions, unions may attempt to organize all or part of our team member base at certain stores or within certain regions.
−Removed: Responding to such organization attempts may distract management and team members and may have a negative financial impact on individual stores, or on our business as a whole.
−Removed: Higher wage and benefit costs could adversely affect our business.
−Removed: Changes in federal and state minimum wage laws and other laws relating to employee compensation and benefits could cause us to incur additional wage and benefit costs, as well as increased contractual costs associated with our service providers.
−Removed: Increased labor costs brought about by changes in minimum wage laws, other regulations or prevailing market conditions would increase our expenses and have an adverse impact on our profitability.
−Removed: Our lease obligations could adversely affect our financial performance and may require us to continue paying rent for store locations that we no longer operate.
−Removed: We are subject to risks associated with our current and future store, distribution center and administrative office real estate leases.
−Removed: Our high level of fixed lease obligations will require us to use a portion of cash generated by our operations to satisfy these obligations and could adversely impact our ability to obtain future financing, if required, to support our growth or other operational investments.
−Removed: We will require substantial cash flows from operations to make our payments under our operating leases, all of which provide for periodic increases in rent.
−Removed: If we are not able to make the required payments under the leases, the lenders or owners of the relevant stores, distribution centers or administrative offices may, among other things, repossess those assets, which could adversely affect our ability to conduct our operations.
−Removed: In addition, our failure to make payments under our operating leases could trigger defaults under other leases or under agreements governing our indebtedness, which could cause the counterparties under those agreements to accelerate the obligations due thereunder.
−Removed: Further, we generally cannot cancel our leases, so if we decide to close or relocate a location, we may nonetheless be committed to perform our obligations under the applicable lease, including paying the base rent for the remaining lease term.
−Removed: In addition, as our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or any terms at all, which could materially adversely affect our business, results of operations, cash flows or financial condition.
−Removed: Claims under our insurance plans may differ from our estimates, which could materially impact our results of operations.
−Removed: We use a combination of insurance and self-insurance plans to provide for potential liabilities, including for workers’ compensation, general liability (including, in connection with legal proceedings described under “—Legal proceedings could materially impact our business, financial condition, results of operations and cash flows” below), property insurance, director and officers’ liability insurance, automobile liability insurance, environmental liability insurance, and team member health-care benefits.
−Removed: Liabilities associated with the risks that are retained by us are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions.
−Removed: Our results could be materially impacted by claims and other expenses related to such plans if future occurrences and claims differ from these assumptions and historical trends.
−Removed: We may be unable to generate sufficient cash flow to satisfy our debt service obligations, which could adversely impact our business.
−Removed: As of December 31, 2023, we had outstanding indebtedness of $125.0 million under our credit agreement (referred to as the “Credit Agreement”).
−Removed: We may incur additional indebtedness in the future, including borrowings under our Credit Agreement.
−Removed: Our indebtedness, any additional indebtedness we may incur, or any hedging arrangements related to such indebtedness could require us to divert funds identified for other purposes for debt service and impair our liquidity position.
−Removed: If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets or issue equity to obtain necessary funds.
−Removed: We do not know whether we will be able to take any of such actions on a timely basis, on terms satisfactory to us or at all.
−Removed: Covenants in our Credit Agreement restrict our operational flexibility.
−Removed: Our Credit Agreement contains usual and customary restrictive covenants relating to our management and the operation of our business, including incurring additional indebtedness;
−Removed: making certain investments;
−Removed: merging, dissolving, liquidating, consolidating, or disposing of all or substantially all of our assets;
−Removed: paying dividends, making distributions, or redeeming capital stock;
−Removed: entering into transactions with our affiliates;
−Removed: and granting liens on our assets.
−Removed: Our Credit Agreement also requires us to maintain a specified total net leverage ratio and minimum interest coverage ratio at the end of any fiscal quarter at any time the facility is drawn.
−Removed: Our ability to meet these ratios, if applicable, could be affected by events beyond our control.
−Removed: Failure to comply with any of the covenants under our Credit Agreement could result in a default under the facility, which could cause our lenders to accelerate the timing of payments and exercise their lien on substantially all of our assets, which would have a material adverse effect on our business, operating results, and financial condition.
−Removed: Financial Reporting, Legal and Other Regulatory Risks
−Removed: Legal proceedings could materially impact our business, financial condition, results of operations and cash flows.
−Removed: Our operations, which are characterized by a high volume of customer traffic and data collection and by transactions involving a wide variety of product selections, carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in some other industries.
−Removed: Consequently, we may be a party to individual personal injury, product liability, intellectual property, data security and privacy, accessibility and other legal actions in the ordinary course of our business, including litigation arising from food-related illness or product labeling.
−Removed: In addition, our team members may, from time to time, bring lawsuits against us regarding injury, hostile work environment, discrimination, wage and hour disputes, sexual harassment, or other employment issues.
−Removed: In recent years, there has been an increase in the number of discrimination and harassment claims across the United States generally.
−Removed: Additionally, we could be exposed to industry-wide or class-action claims arising from products we carry or industry-specific business or employment practices.
−Removed: The outcome of litigation, particularly class action lawsuits, is difficult to assess or quantify.
−Removed: Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time.
−Removed: While we maintain insurance, insurance coverage may not be adequate, and the cost to defend against future litigation may be significant.
−Removed: There may also be adverse publicity associated with litigation that may decrease consumer confidence in or perceptions of our business and impact our ability to hire and retain team members, regardless of whether the allegations are valid or whether we are ultimately found liable.
−Removed: As a result, litigation may materially adversely affect our business, financial condition, results of operations and cash flows.
−Removed: We, as well as our vendors, are subject to numerous laws and regulations and our compliance with these laws and regulations may increase our costs, limit or eliminate our ability to sell certain products, raise regulatory enforcement risks, or otherwise adversely affect our business, reputation, results of operations, cash flows and financial condition.
−Removed: Both FDA and USDA have broad authority to enforce their applicable statutes and regulations relating to the safety, labeling, manufacturing, distribution and promotion of foods, cosmetics, homeopathic and CBD products, and dietary supplements, including powers to issue a public warning letter to a company, publicize information about adulterated or misbranded products, institute an administrative detention of products, request or order a recall from the market, impose import restrictions and request the Department of Justice to initiate a seizure action, an injunction action or a criminal prosecution.
−Removed: Enforcement actions may also lead to follow-on consumer class action litigation.
−Removed: Dietary Supplement, CBD and Homeopathic Product Risks.
−Removed: Our sales of dietary supplements are regulated by FDA.
−Removed: However, other public and private actors are increasingly targeting dietary supplement retailers and manufacturers for selling products that fail to adhere to requirements under the FDCA, as amended by DSHEA.
−Removed: While the FDCA provides FDA with the authority to remove products from the market that are adulterated or misbranded, state actors, and the Plaintiffs’ Bar have been targeting retailers and manufacturers of dietary supplements for failing to adhere to current good manufacturing practices and for false or misleading product statements.
−Removed: As a retailer of certain topical or ingestible CBD products, the FDA also has the authority to remove from the market any CBD product if it is adulterated, its labeling is false or misleading, it is otherwise misbranded, or if it violates any other FDCA or FDA requirement or regulation.
−Removed: This enforcement authority extends to states that have legalized and regulated the distribution of CBD products.
−Removed: States in which we operate have also imposed restrictions or permitting requirements for the sale of various CBD products.
−Removed: The FDCA also provides FDA with the authority to remove homeopathic products from the market that are adulterated or misbranded or contain improper or excessive amounts of active ingredients.
−Removed: Further, companies have also been targets for litigation on the basis of marketing homeopathic and CBD products with misbranding, misleading claims or quality issues.
−Removed: Advertising and Product Claims Risks.
−Removed: In connection with the marketing and advertisement of products we sell, we could be the target of claims relating to false or deceptive advertising, including under the oversight of the FTC and pursuant to the FTC Act and consumer protection statutes of some states.
−Removed: Furthermore, in recent years, the FDA has been aggressive in enforcing its regulations with respect to nutrient content claims ( e.g.
−Removed: , “low fat,” “good source of,” “calorie free,” etc.), unauthorized “health claims” (claims that characterize the relationship between a food or food ingredient and a disease or health condition), and other claims that impermissibly suggest therapeutic benefits for certain foods or food components.
−Removed: Regulatory enforcement actions could interrupt the marketing and sales of products in our stores, including our private label products, severely damage our brand reputation and public image, increase the cost of products in our stores, result in product recalls or costly litigation, and impede our ability to deliver merchandise in sufficient quantities or quality to our stores, which could result in a material adverse effect on our business, financial condition, results of operations and cash flows.
−Removed: Our reputation could also suffer from real or perceived issues involving the labeling or marketing of products we sell as “natural.” Although the FDA and the USDA have each issued statements regarding the appropriate use of the word “natural,” there is no single, U.S.
−Removed: government-regulated definition of the term “natural” for use in the food industry.
−Removed: The resulting uncertainty has led to consumer confusion, distrust and legal challenges.
−Removed: Plaintiffs have commenced legal actions against a number of food companies and retailers that market “natural” or similarly labeled products, asserting false, misleading and deceptive advertising and labeling claims, including claims related to genetically modified ingredients.
−Removed: Should we become subject to similar claims, consumers may avoid purchasing products from us or seek alternatives, even if the basis for the claim is unfounded.
−Removed: Adverse publicity about these matters may discourage consumers from buying our products.
−Removed: The cost of defending against any such claims could be significant.
−Removed: Any loss of confidence on the part of consumers in the truthfulness of our labeling or ingredient claims would be difficult and costly to overcome and may significantly reduce our brand value.
−Removed: Any of these events could adversely affect our reputation and brand and decrease our sales, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.
−Removed: Organic and GMO Claims.
−Removed: We are also subject to the USDA’s Organic Rule, which facilitates interstate commerce and the marketing of organically produced food, and provides assurance to our customers that such products meet consistent, uniform standards.
−Removed: Compliance with the USDA’s Organic Rule also places a significant burden on some of our suppliers, which may cause a disruption in some of our product offerings.
−Removed: Additionally, the USDA has promulgated regulations that require disclosure of whether food offered for sale contains bioengineered (GMO) ingredients or detectable genetic material that has been modified through certain lab techniques and cannot be created through conventional breeding or found in nature.
−Removed: Implementation began in January 2022.
−Removed: Mandatory compliance will begin on July 21, 2025.
−Removed: Food and FSMA Implementation Costs.
−Removed: While the FDA has authorized certain per and polyfluoroalkyl substances (PFAS) for use in specific food contact applications, a growing number of states have passed legislation or issued policies restricting food contact articles with intentionally added PFAS, such as certain single-use food packaging and foodware items.
−Removed: For example, a California law that became effective in 2023 bans intentionally added PFAS in fiber-based food packaging, mandates online chemical disclosures, and limits claims about PFAS-free and other hazard groups.
−Removed: As more states impose similar restrictions, it is possible that additional states in which we operate will also implement bans on PFAS.
−Removed: FSMA directed an historic shift at FDA from the agency reacting to and solving problems in the food supply chain to preventing contamination of food before it occurs.
−Removed: FSMA accomplished this goal by overhauling FDA’s current food safety program to require all actors in the food supply chain to expand their safety programs and record keeping processes.
−Removed: FSMA’s continued implementation, such as the rule on Additional Traceability Records for Certain Foods , and FDA’s own development in understanding effective ways to enforce FSMA provisions could delay the supply of certain products, result in certain products being unavailable to us for sale, see an increase in price of certain products, and/or increase the expenditure of company resources to ensure compliance (e.g., technology, consultants, employees, etc.).
−Removed: As a retailer of private label cosmetic products, we are subject to new registration and listing requirements, adverse event reporting obligations, labeling rules, enforcement authority, and GMP
−Removed: requirements under MoCRA.
−Removed: Our failure to comply with these requirements could result in enforcement actions, such as recalls, administrative detentions, or injunctions that may disrupt the promotion and sale of these products, significantly harm our brand’s reputation and image, and subject us to product recalls or follow-on consumer class action litigation.
−Removed: Ecommerce Platform and Third-Party Risks.
−Removed: Our online order ecommerce platform is subject to the same laws and regulations as our retail operations.
−Removed: Product statements made on our website must be in accordance with labeling requirements.
−Removed: As is common in our industry, we rely on our suppliers and contract manufacturers to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legal requirements.
−Removed: In general, we seek representations and warranties, indemnification and/or insurance from our suppliers and contract manufacturers.
−Removed: However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in products we sell.
−Removed: In addition, the failure of such products to comply with applicable regulatory and legislative requirements could prevent us from marketing the products or require us to recall or remove such products from our stores.
−Removed: In order to comply with applicable statutes and regulations, our suppliers and contract manufacturers have from time to time reformulated, eliminated or relabeled certain of their products and we have revised certain provisions of our sales and marketing program.
−Removed: We are also subject to laws and regulations more generally applicable to retailers.
−Removed: Compliance with or changes to such laws and regulations may increase our costs, limit or eliminate our ability to sell certain products or otherwise adversely affect our business, reputation, results of operations, financial condition or cash flows.
−Removed: We are subject to laws and regulations more generally applicable to retailers, including those related to labor and employment, taxation, zoning and land use, environmental protection, workplace safety, public health, community right-to-know, data privacy, waste diversion and hazardous waste disposal, packaging labels and content, consumer protection and alcoholic beverage sales, as well as other voluntary safety protocols such as those that arose as a result of the COVID-19 pandemic.
−Removed: Our stores are subject to unscheduled inspections on a regular basis, which, if violations are found, could result in the assessment of fines, suspension of one or more needed licenses and, in the case of repeated “critical” violations, closure of the store until a re-inspection demonstrates that we have remediated the problem.
−Removed: Further, our new store openings could be delayed or prevented, or our existing stores could be impacted by difficulties or failures in our ability to obtain or maintain required permits, approvals or licenses.
−Removed: In addition, we are subject to environmental laws pursuant to which we could be held responsible for all of the costs or liabilities relating to any contamination at our or our predecessors’ past or present facilities and at third-party waste disposal sites, regardless of our knowledge of, or responsibility for, such contamination, and such costs may exceed our environmental liability insurance coverage.
−Removed: As is common in our industry, we rely on our suppliers and contract manufacturers to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative requirements.
−Removed: In general, we seek representations and warranties, indemnification and/or insurance from our suppliers and contract manufacturers.
−Removed: However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in our products.
−Removed: In order to comply with applicable statutes and regulations, our suppliers and contract manufacturers have from time to time reformulated, eliminated or relabeled certain of their products and we have revised certain provisions of our sales and marketing program.
−Removed: We cannot predict the nature of future laws, regulations, interpretations or applications, or determine what effect either additional government regulations or executive or administrative orders, when and if promulgated, or disparate federal, state and local regulatory schemes would have on our business in the future.
−Removed: They could, however, increase our costs;
−Removed: result in our unintended misinterpretation or noncompliance;
−Removed: expose us to litigation, enforcement actions and fines;
−Removed: require the reformulation of certain products or alternative sourcing from domestic suppliers or otherwise to meet new standards, regulations or trade restrictions;
−Removed: require the recall or discontinuance of certain products not able to be reformulated or alternatively sourced in compliance with new regulations or restrictions;
−Removed: impose additional recordkeeping;
−Removed: expand documentation of the properties of certain products;
−Removed: necessitate expanded or different labeling and/or scientific substantiation;
−Removed: or require us to discontinue certain operations.
−Removed: Any or all of such
−Removed: requirements could have a material adverse effect on our business, financial condition, results of operations and cash flows.
−Removed: We may be unable to adequately protect our intellectual property rights, which could harm our business.
−Removed: We rely on a combination of trademark, trade secret, copyright and domain name law and internal procedures and nondisclosure agreements to protect our intellectual property.
−Removed: In particular, we believe our trademarks, including SPROUTS FARMERS MARKET ® and SPROUTS ® , and our domain names, including sprouts.com, are valuable assets.
−Removed: However, there can be no assurance that our intellectual property rights will be sufficient to distinguish our products and services from those of our competitors and to provide us with a competitive advantage.
−Removed: From time to time, third parties may use names and logos similar to ours, may apply to register trademarks or domain names similar to ours, and may infringe or otherwise violate our intellectual property rights.
−Removed: There can be no assurance that our intellectual property rights can be successfully asserted against such third parties or will not be invalidated, circumvented or challenged.
−Removed: Asserting or defending our intellectual property rights could be time consuming and costly and could distract management’s attention and resources.
−Removed: If we are unable to prevent our competitors from using names, logos and domain names similar to ours, consumer confusion could result, the perception of our brand and products could be negatively affected, and our sales and profitability could suffer as a result.
−Removed: We may also be subject to claims that our intellectual property, activities or the products we sell infringe, misappropriate or otherwise violate the intellectual property rights of others.
−Removed: Any such claims can be time consuming and costly to defend and may distract management’s attention and resources, even if the claims are without merit.
−Removed: Such claims may also require us to enter into costly settlement or license agreements (which could, for example, prevent us from using our trademarks in certain geographies or in connection with certain products and services), pay costly damage awards, and face a temporary or permanent injunction prohibiting us from marketing or providing the affected products and services, any of which could have a material adverse effect on our business.
−Removed: Changes in accounting standards may materially impact reporting of our financial condition and results of operations.
−Removed: Accounting principles generally accepted in the United States and related accounting pronouncements, implementation guidelines, and interpretations for many aspects of our business, such as accounting for leases, inventories, goodwill and intangible assets, store closures, insurance, income taxes, share-based compensation and accounting for mergers and acquisitions and other special items, are complex and involve subjective judgments.
−Removed: Changes in these rules or their interpretation may necessitate changes to our financial statement presentation and significantly change or add significant volatility to our reported earnings without a comparable underlying change in cash flow from operations.
−Removed: As a result, changes in accounting standards may materially impact our reported financial condition and results of operations.
−Removed: If we are unable to maintain effective internal control over financial reporting in the future, we may fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may decline.
−Removed: As a public company, we are required to maintain internal control over financial reporting.
−Removed: If we are unable to maintain effective internal control over financial reporting, if we identify any material weaknesses therein, if we are unsuccessful in our efforts to remediate any such material weakness, if our management is unable to report that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected.
−Removed: In addition, we could become subject to investigations by the Nasdaq Stock Market, the SEC, or other regulatory authorities, which could require additional financial and management resources.
−Removed: If our goodwill or other intangible assets become impaired, we may be required to record a significant charge to earnings.
−Removed: We have a significant amount of goodwill and other intangible assets.
−Removed: As of December 31, 2023, we had goodwill and intangible assets of approximately $381.7 million and $208.1 million, respectively, which represented approximately 11.5% and 6.3% of our total assets as of such date, respectively.
−Removed: Goodwill is reviewed for impairment on an annual basis in the fourth fiscal quarter or whenever events occur or circumstances change that would more likely than not reduce the fair value of our reporting unit below its carrying amount.
−Removed: Fair value is determined based on the discounted cash flows and the market value of our single reporting unit.
−Removed: If the fair value of the reporting unit is less than its carrying value, an immediate charge to earnings would be recorded for the amount by which the reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill, which would adversely affect our operating results.
−Removed: Our nutrition-oriented educational activities may be impacted by government regulation or our inability to secure adequate liability insurance.
−Removed: We provide nutrition-oriented information to our customers, and these activities may be subject to state and federal regulation and oversight by professional organizations.
−Removed: In the past, the FDA has expressed concerns regarding summarized health and nutrition-related information that it (i) does not, in the FDA’s view, accurately present such information, (ii) diverts a consumer’s attention and focus from FDA-required nutrition labeling and information or (iii) impermissibly promotes drug-type disease-related benefits.
−Removed: If our team members or third parties we engage to provide this information do not act in accordance with regulatory requirements, we may become subject to penalties or litigation that could have a material adverse effect on our business.
−Removed: Our business and reputation may be adversely impacted by evolving environmental, social and governance matters.
−Removed: Increasingly, investors, customers, government agencies, non-governmental organizations, team members, communities and other stakeholders are focusing on ESG matters and related disclosures.
−Removed: Many of these stakeholders evaluate and measure the performance of companies based on a variety of ESG metrics.
−Removed: As a fresh, natural and organic specialty retailer, we believe that many stakeholders hold us to higher standards with respect to ESG matters.
−Removed: As a result, we disclose certain ESG-related metrics, initiatives and goals in our SEC filings and other public disclosures.
−Removed: Execution against these ESG initiatives may be costly, and we may be unable to achieve our goals due to factors outside of our control.
−Removed: If our ESG-related reporting is incomplete or inaccurate or fails to comply with regulatory requirements, or if we fail to achieve significant progress with respect to our ESG goals on a timely basis, or at all, our business, financial performance, growth and reputation with our investors, customers and other stakeholders could be adversely affected.
−Removed: In addition, there also exists certain “anti-ESG” sentiment among some individuals and government institutions, and we may also face scrutiny and reputational harm from these parties regarding our ESG initiatives.
−Removed: Common Stock Ownership Risks
−Removed: Our stock price may be volatile, and you may not be able to resell your shares at or above the price you paid for them or at all.
−Removed: There is no guarantee that our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.
−Removed: The trading price of our common stock may be volatile and subject to wide price fluctuations in response to various factors, many of which are beyond our control.
−Removed: Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
−Removed: These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.
−Removed: These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the price or liquidity of our common stock.
−Removed: In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock.
−Removed: If any of our stockholders were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit or paying for settlements or damages.
−Removed: Such a lawsuit could also divert the time and attention of our management.
−Removed: Anti-takeover provisions could impair a takeover attempt and adversely affect existing stockholders.
−Removed: Certain provisions of our certificate of incorporation and bylaws and applicable provisions of Delaware law may have the effect of rendering more difficult, delaying, or preventing an acquisition of our company, even when this would be in the best interest of our stockholders.
−Removed: These include, without limitation, the following provisions:
−Removed: • a classified board of directors (referred to as the “Board”) whose members serve staggered three-year terms;
−Removed: • “blank check” preferred stock, which could be issued by the board without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock;
−Removed: • inability of our stockholders to call special meetings of stockholders, which may delay the ability of our stockholders to force consideration of a proposal or the ability of holders controlling a majority of our capital stock to take action, including the removal of directors;
−Removed: • required advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to the board.
−Removed: Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.
−Removed: If securities or industry analysts cease publishing research or reports about us, our business, or our market, or if they adversely change their recommendations regarding our stock, our stock price and trading volume could decline.
−Removed: The trading market for our common stock is influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors.
−Removed: If we do not maintain adequate research coverage, or if any of the analysts who may cover us downgrade our stock or publish inaccurate or unfavorable research about our business or provide relatively more favorable recommendations about our competitors, our stock price could decline.
−Removed: If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
−Removed: Since we do not expect to pay any cash dividends in the near future, investors may be forced to sell their stock in order to obtain a return on their investment.
−Removed: Although we regularly evaluate our capital structure and opportunities to create value for our investors, we do not anticipate declaring or paying in the near future any cash dividends on our capital stock.
−Removed: Instead, we plan to retain any earnings to finance our operations and growth plans.
−Removed: In addition, our Credit Agreement contains covenants that we must satisfy in order to pay cash dividends.
−Removed: Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any return on their investment.
−Removed: As a result, investors seeking cash dividends should not purchase our common stock.
−Removed: Our business could be impacted as a result of actions by activist stockholders or others.
−Removed: We may be subject, from time to time, to legal and business challenges in the operation of our company due to actions instituted by activist shareholders or others.
−Removed: Responding to such actions, which may include private engagement, publicity campaigns, proxy contests, efforts to force transactions not supported by our board, and litigation, could be costly and time-consuming, may not align with our strategic plan and could divert the time and attention of our board and management from our business.
−Removed: Perceived uncertainties as to our future direction as a result of stockholder activism may lead to the perception of a change in the direction of the business or other instability and may affect our stock price, relationships with vendors, customers, prospective and current team members and others.
−Removed: Unresolve d Staff Comments
−Removed: Cybersecurity
−Removed: We believe cybersecurity is of critical importance to our success.
−Removed: We are susceptible to a number of significant and persistent cybersecurity threats, including those common to most industries as well as those we face as a retailer, operating in an industry characterized by a high volume of customer transactions and collection of sensitive data.
−Removed: These threats, which are constantly evolving, include data breaches, ransomware, and phishing attacks.
−Removed: We, and our vendors and suppliers, regularly face attempts by malicious actors to breach our security and compromise our information technology systems, and a cybersecurity incident impacting us or any vendor or supplier could significantly disrupt our operations and result in damage to our reputation, costly litigation and/or government enforcement action.
−Removed: Accordingly, we are committed to maintaining robust cybersecurity and data protection and continuously evaluate the impact of cybersecurity threats, considering both immediate and potential long-term effects of these threats on our business strategy, operations, and financial condition.
−Removed: Under the oversight of our Board of Directors, and the Board’s risk committee, our management has established comprehensive processes for identifying, assessing and managing material risks from cybersecurity threats, and these processes are integrated into our overall enterprise risk management program.
−Removed: Our approach is proactive and adaptive, featuring regular security assessments, third-party audits, team member training, and continuous improvement of our cybersecurity infrastructure.
−Removed: We work to align our practices with industry best practices and regulatory standards.
−Removed: Our processes include detailed response procedures to be followed in the event of a cybersecurity incident, which outline steps to be followed from detection to assessment to notification and recovery, including internal notifications to management, the risk committee and the Board, as appropriate.
−Removed: The risk committee of our Board is primarily responsible for oversight of risks, including those from cybersecurity threats, and is currently chaired by a director with extensive functional expertise in cybersecurity matters.
−Removed: Members of management, including our Chief Technology Officer, provide the risk committee updates on cybersecurity risk matters on a quarterly basis and more frequently if circumstances dictate.
−Removed: In these updates, members of the risk committee are apprised of cybersecurity incidents that are deemed to have had a moderate or higher impact even if immaterial to us.
−Removed: In addition, the risk committee reviews and actively discusses with management and among themselves the risks related to cybersecurity and critical systems in order to provide input on the appropriate level of risk for our company and reviews management’s strategies for adequately mitigating and managing the identified risks.
−Removed: The risk committee and management regularly update our full Board with respect to cybersecurity matters.
−Removed: Our Chief Technology Officer is primarily responsible for managing material risks from cybersecurity threats, and is supported by our Vice President of Information Technology, Operations and Security, along with a dedicated team of internal cybersecurity specialists.
−Removed: The Information Technology leaders participate in periodic training and education on cybersecurity related topics, while members of our internal security team also maintain industry certifications, such as Certified Information Systems Security Professional (CISSP).
−Removed: Our current Chief Technology Officer has more than 35 years of experience in information technology.
−Removed: Our Chief Technology Officer is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from the internal team.
−Removed: We also engage specialized cybersecurity consultants and leverage third-party expertise to bolster our cybersecurity defenses.
−Removed: Our enterprise risk management program is designed to identify, prioritize and assess a broad range of risks, including risks from cybersecurity threats, that may affect our ability to execute our corporate strategy and fulfill our business objectives.
−Removed: Our Vice President of Risk Management oversees this program and works with our information technology leadership team to formulate plans to mitigate the effects of risks from cybersecurity threats.
−Removed: In addition, we have an escalation process in place to inform senior management and the Board of Directors of material issues.
−Removed: In addition, our third-party vendors and service providers play a role in our cybersecurity.
−Removed: These third parties are integral to our operations but pose cybersecurity challenges due to their access to our data and our reliance for various aspects of our operations, including our supply chain.
−Removed: We have developed a third-party vendor risk management program to assess and manage the risks associated with third-party partnerships, particularly in data security and cybersecurity.
−Removed: We conduct due diligence before onboarding new vendors and maintain ongoing evaluations to ensure compliance with our security standards.
−Removed: As of the date of this report, no cybersecurity incidents have had, either individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
−Removed: Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
−Removed: While we maintain cyber risk insurance, the costs relating to certain kinds of security incidents could be substantial, and our insurance may not be sufficient to cover all losses related to any future incidents involving our data or systems.
−Removed: “Risk Factors – Disruptions to, security breaches or non-compliance involving, our information technology systems could harm our ability to run our business and expose us to potential liability and loss of revenues.” for a discussion of cybersecurity risks that may materially impact us.
−Removed: We seek to select sites for our store locations in markets with growth potential where our target customers and supply chain capabilities intersect.
−Removed: As of December 31, 2023, we had 407 stores located in 23 states, as shown in the chart below:
−Removed: Number of Stores
−Removed: Number of Stores
−Removed: North Carolina
−Removed: South Carolina
−Removed: In fiscal 2023, we opened 30 new stores and acquired two stores.
−Removed: In fiscal 2022, we opened 16 new stores.
−Removed: We lease all of our stores from unaffiliated third parties.
−Removed: A typical store lease is for an initial 10 to 15 year term with three or four renewal options of five years each.
−Removed: We expect that we will be able to renegotiate these leases or relocate these stores as necessary.
−Removed: In addition to new store openings, we remodel or relocate stores periodically in order to improve performance.
−Removed: See “Business – New Store Development” for additional information with respect to our store site selection process.
−Removed: As of December 31, 2023, we utilized six distribution centers.
−Removed: Information about such facilities, as well as our current corporate office in Phoenix, Arizona, is set forth in the table below:
−Removed: Square Footage*
−Removed: Corporate Office
−Removed: Distribution Center
−Removed: Distribution Center
−Removed: Distribution Center
−Removed: Distribution Center
−Removed: Distribution Center
−Removed: Distribution Center
−Removed: * Rounded to the nearest 1,000 square feet
−Removed: We lease our corporate office and our distribution centers in Arizona, Southern California, Colorado, Florida and Texas from unaffiliated third parties;
−Removed: our Northern California distribution center is leased by a third-party logistics provider.
−Removed: We expect to expand our distribution center network to support our growth.
−Removed: See “Business – Sourcing and Distribution” for additional information with respect to our distribution centers.
−Removed: We believe our portfolio of long-term leases is a valuable asset supporting our retail operations, but we do not believe that any individual store property or distribution center lease is material to our financial condition or results of operations.
−Removed: In fiscal 2023 as part of our real estate portfolio review, we closed 11 stores.
−Removed: These stores, on average, were approximately 30% larger than our current prototype format and were underperforming financially.
−Removed: See Note 27, “Store Closures” to our consolidated financial statements contained in Item 8 of this Annual Report on Form 10-K for additional information regarding these store closures.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.