Sprouts Farmers Market, Inc. 10-Q

Item 1. Financial Statements SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) September 28, 2025 December 29, 2024 ASSETS Current assets: Cash and cash equivalents $ 322,415 $ 265,159 Accounts receivable, net 64,848 30,901 Inventories 399,938 343,329 Prepaid expenses and other current assets 30,344 36,131 Total current assets 817,545 675,520 Property and equipment, net of accumulated depreciation 989,587 895,189 Operating lease assets, net 1,596,100 1,466,903 Intangible assets 208,215 208,094 Goodwill 381,750 381,750 Other assets 19,925 13,243 Total assets $ 4,013,122 $ 3,640,699 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 268,330 $ 213,414 Accrued liabilities 239,836 216,842 Accrued salaries and benefits 89,595 97,991 Accrued income tax 11,522 — Current portion of operating lease liabilities 170,614 150,400 Current portion of finance lease and other finance obligations 1,597 1,321 Total current liabilities 781,494 679,968 Long-term operating lease liabilities 1,633,293 1,520,272 Long-term debt and other finance obligations 53,423 7,248 Other long-term liabilities 37,783 38,259 Deferred income tax liability 72,571 73,059 Total liabilities 2,578,564 2,318,806 Commitments and contingencies (Note 6) Stockholders’ equity: Undesignated preferred stock; $ 0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding — — Common stock, $ 0.001 par value; 200,000,000 shares authorized, 97,451,026 shares issued and outstanding, September 28, 2025; 99,255,036 shares issued and outstanding, December 29, 2024 98 99 Additional paid-in capital 831,870 808,140 Retained earnings 602,590 513,654 Total stockholders’ equity 1,434,558 1,321,893 Total liabilities and stockholders’ equity $ 4,013,122 $ 3,640,699 The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Thirteen weeks ended Thirty-nine weeks ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Net sales $ 2,200,430 $ 1,945,735 $ 6,657,468 $ 5,723,062 Cost of sales 1,349,379 1,204,812 4,057,454 3,541,461 Gross profit 851,051 740,923 2,600,014 2,181,601 Selling, general and administrative expenses 653,329 580,332 1,921,682 1,676,470 Depreciation and amortization (exclusive of depreciation included in cost of sales) 38,862 34,408 110,567 98,129 Store closure and other costs, net 1,462 3,732 4,679 8,968 Income from operations 157,398 122,451 563,086 398,034 Interest income, net ( 690 ) ( 1,061 ) ( 2,045 ) ( 382 ) Income before income taxes 158,088 123,512 565,131 398,416 Income tax provision 37,972 31,902 131,286 97,417 Net income $ 120,116 $ 91,610 $ 433,845 $ 300,999 Net income per share: Basic $ 1.23 $ 0.91 $ 4.43 $ 2.99 Diluted $ 1.22 $ 0.91 $ 4.38 $ 2.97 Weighted average shares outstanding: Basic 97,672 100,148 98,023 100,560 Diluted 98,715 101,025 99,086 101,469 The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AMOUNTS) For the thirteen and thirty-nine weeks ended September 28, 2025 Shares Common Stock Additional Paid In Capital Retained Earnings Total Stockholders’ Equity Balances at June 29, 2025 97,768,860 $ 98 $ 823,766 $ 532,636 $ 1,356,500 Net income — — — 120,116 120,116 Issuance of shares under stock plans 47,018 — 462 — 462 Repurchase and retirement of common stock, including excise tax ( 364,852 ) — — ( 50,162 ) ( 50,162 ) Share-based compensation — — 7,642 — 7,642 Balances at September 28, 2025 97,451,026 $ 98 $ 831,870 $ 602,590 $ 1,434,558 Shares Common Stock Additional Paid In Capital Retained Earnings Total Stockholders’ Equity Balances at December 29, 2024 99,255,036 $ 99 $ 808,140 $ 513,654 $ 1,321,893 Net income — — — 433,845 433,845 Issuance of shares under stock plans 595,279 1 1,685 — 1,686 Repurchase and retirement of common stock, including excise tax ( 2,399,289 ) ( 2 ) — ( 344,909 ) ( 344,911 ) Share-based compensation — — 22,045 — 22,045 Balances at September 28, 2025 97,451,026 $ 98 $ 831,870 $ 602,590 $ 1,434,558 For the thirteen and thirty-nine weeks ended September 29, 2024 Shares Common Stock Additional Paid In Capital Retained Earnings Total Stockholders’ Equity Balances at June 30, 2024 100,214,345 $ 100 $ 791,364 $ 477,811 $ 1,269,275 Net income — — — 91,610 91,610 Issuance of shares under stock plans 89,007 — 1,464 — 1,464 Repurchase and retirement of common stock, including excise tax ( 264,135 ) — — ( 25,516 ) ( 25,516 ) Share-based compensation — — 6,659 — 6,659 Balances at September 29, 2024 100,039,217 $ 100 $ 799,487 $ 543,905 $ 1,343,492 Shares Common Stock Additional Paid In Capital Retained Earnings Total Stockholders’ Equity Balances at December 31, 2023 101,211,984 $ 101 $ 774,834 $ 373,612 $ 1,148,547 Net income — — — 300,999 300,999 Issuance of shares under stock plans 688,686 1 4,728 — 4,729 Repurchase and retirement of common stock, including excise tax ( 1,861,453 ) ( 2 ) — ( 130,706 ) ( 130,708 ) Share-based compensation — — 19,925 — 19,925 Balances at September 29, 2024 100,039,217 $ 100 $ 799,487 $ 543,905 $ 1,343,492 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) Thirty-nine weeks ended September 28, 2025 September 29, 2024 Operating activities Net income $ 433,845 $ 300,999 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 116,003 103,881 Operating lease asset amortization 107,866 99,278 Share-based compensation 22,045 19,925 Deferred income taxes ( 488 ) 1,170 Other non-cash items 1,643 3,116 Changes in operating assets and liabilities: Accounts receivable 24,688 30,273 Inventories ( 56,608 ) ( 6,275 ) Prepaid expenses and other current assets 5,310 18,595 Other assets ( 3,928 ) 219 Accounts payable 23,231 25,556 Accrued liabilities 23,496 37,877 Accrued salaries and benefits ( 8,397 ) 6,777 Accrued income tax 11,522 1,392 Operating lease liabilities ( 123,680 ) ( 122,646 ) Other long-term liabilities 923 214 Cash flows from operating activities 577,471 520,351 Investing activities Purchases of property and equipment ( 176,081 ) ( 161,687 ) Cash flows used in investing activities ( 176,081 ) ( 161,687 ) Financing activities Payments on revolving credit facilities — ( 125,000 ) Payments on finance lease liabilities ( 793 ) ( 840 ) Repurchase of common stock ( 341,925 ) ( 129,698 ) Payments of excise tax on repurchases of common stock ( 2,091 ) — Proceeds from exercise of stock options 1,686 4,729 Cash flows used in financing activities ( 343,123 ) ( 250,809 ) Increase in cash, cash equivalents, and restricted cash 58,267 107,855 Cash, cash equivalents, and restricted cash at beginning of the period 267,213 203,870 Cash, cash equivalents, and restricted cash at the end of the period $ 325,480 $ 311,725 Supplemental disclosure of cash flow information Cash paid for interest $ 1,293 $ 4,613 Cash paid for income taxes 111,438 71,290 Supplemental disclosure of non-cash activities Property and equipment in accounts payable and accrued liabilities $ 26,025 $ 24,972 Excise tax accrued on repurchase of common stock 2,884 2,777 Leased assets obtained in exchange for new operating lease liabilities, net of lease terminations 237,068 213,705 Leased assets obtained in exchange for new finance lease liabilities 6,266 — Property acquired through finance obligations 40,978 — The accompanying notes are an integral part of these consolidated financial statements. 7 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation Sprouts Farmers Market, Inc., a Delaware corporation, through its subsidiaries, offers a unique specialty grocery experience featuring an open layout with fresh produce at the heart of the store. The Company continues to bring the latest in wholesome, innovative products made with lifestyle-friendly ingredients such as organic, plant-based and gluten-free. As of September 28, 2025, the Company operated 464 stores in 24 states. For convenience, the “Company” is used to refer collectively to Sprouts Farmers Market, Inc. and unless the context otherwise requires, its subsidiaries. The Company’s store operations are conducted by its subsidiaries. The accompanying unaudited consolidated financial statements include the accounts of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year. The information included in these consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the fiscal year ended December 29, 2024 (“fiscal year 2024”) included in the Company’s Annual Report on Form 10-K, filed on February 20, 2025. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The Company reports its results of operations on a 52- or 53-week fiscal calendar ending on the Sunday closest to December 31. The fiscal year ending December 28, 2025 (“fiscal year 2025”) and fiscal year 2024 are 52-week years. The Company reports its results of operations on a 13-week quarter, except for 53-week fiscal years (in which the fourth quarter has 14 weeks). All dollar amounts are in thousands, unless otherwise noted. 8 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Summary of Significant Accounting Policies Revenue Recognition The Company’s performance obligations are satisfied upon the transfer of goods to the customer, which occurs at the point of sale, and payment from customers is also due at the time of sale. Proceeds from the sale of gift cards are recorded as a liability at the time of sale and recognized as sales when they are redeemed by the customer and the performance obligation is satisfied by the Company. The Company’s gift cards do not expire. Based on historical redemption rates, a small and relatively stable percentage of gift cards will never be redeemed, referred to as "breakage." Estimated breakage revenue is recognized over time in proportion to actual gift card redemptions and was not material in any period presented. The outstanding gift card liability balance is included within Accrued Liabilities on the Company's Consolidated Balance Sheet. Beginning in July 2025, the Company implemented a customer loyalty program under which customers earn points on qualifying purchases. Points may be redeemed in future periods for rewards to be used for discounts on the Company's products. The loyalty points represent a material right to the customer and are accounted for as a separate performance obligation. At the time of purchase, the Company allocates a portion of the transaction price to a deferred loyalty liability based on their estimated standalone selling price. Revenue allocated to the points is deferred and recognized when the points are redeemed or expire. Points expire after 6 months, and points that have been converted to rewards expire 60 days following conversion. The outstanding liability balance at period end, which the Company classifies as a current liability due to the short expiration period, is included within Accrued Liabilities on the Company's Consolidated Balance Sheet. A summary of the activity and balances in the gift card and loyalty program liabilities is as follows: Thirty-nine weeks ended September 28, 2025 September 29, 2024 Beginning Balance $ 11,071 $ 10,566 Gift cards issued during the period but not redeemed (1) 2,218 1,899 Loyalty value earned during the period but not redeemed or expired 2,609 — Revenue recognized from beginning liability ( 3,978 ) ( 3,825 ) Ending Balance $ 11,920 $ 8,640 (1) Net of estimated breakage The nature of goods the Company transfers to customers at the point of sale are inventories, consisting of merchandise purchased for resale. The Company does not have any material contract assets or receivables from contracts with customers, any revenue recognized in the current period from performance obligations satisfied in previous periods, any contract performance obligations, or any material costs to obtain or fulfill a contract as of September 28, 2025. Restricted Cash Restricted cash primarily relates to the Company's healthcare, general liability and workers’ compensation plan benefits of $ 3.1 million and $ 2.1 million as of September 28, 2025 and December 29, 2024, respectively. These balances are included in prepaid expenses and other current assets in the consolidated balance sheets. 9 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Recently Issued Accounting Pronouncements Not Yet Adopted Income Taxes – Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU no. 2023-09, “Income Taxes (Topic 740) Improvements to Income Tax Disclosures." The amendments in this update enhance a public entity's annual income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance will be effective beginning with the Company's Annual Report on Form 10-K for its fiscal year 2025. Early adoption is permitted, and the guidance should be applied prospectively, with an option to apply it retrospectively. The Company expects this update to impact its income tax disclosures but does not anticipate that this update will impact its results of operations, cash flows or financial condition. Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU no. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The standard requires public entities to disclose additional disaggregation of expense in the notes to the financial statements for interim and annual reporting periods. The guidance is effective for the Company for its fiscal year 2027. Early adoption is permitted, and the guidance should be applied prospectively, with an option to apply it retrospectively. The Company is currently evaluating the potential impact of this ASU on its consolidated financial statements and disclosures. Intangibles — Goodwill and Other — Internal-Use Software In September 2025, the FASB issued ASU no. 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)". The standard clarifies and modernizes the accounting for costs related to the internal-use software in Accounting Standards Codification (ASC) 350-40. The guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. The guidance is effective for the Company for its fiscal year 2028. Early adoption is permitted, as of the beginning of an annual reporting period. The Company is currently evaluating the potential impact of this ASU on its consolidated financial statements and disclosures. No other new accounting pronouncements issued or effective during the thirteen weeks ended September 28, 2025 had, or are expected to have, a material impact on the Company’s consolidated financial statements. 3. Fair Value Measurements The Company records its financial assets and liabilities in accordance with the framework for measuring fair value in accordance with GAAP. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in the impairment analysis of goodwill, intangible assets and long-lived assets. 10 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The Company did no t have any financial liabilities measured at fair value on a recurring basis as of September 28, 2025 and December 29, 2024. The determination of fair values of certain tangible and intangible assets for purposes of the Company’s goodwill or long-lived asset impairment evaluation is based upon Level 3 inputs. When necessary, the Company uses third party market data and market participant assumptions to derive the fair value of its asset groupings, which primarily include right-of-use lease assets and property and equipment. Cash, cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and accrued salaries and benefits approximate fair value because of the short maturity of those instruments. 4. Long-Term Debt and Other Finance Obligations A summary of long-term debt and other finance obligations is as follows: As of Facility Maturity Interest Rate September 28, 2025 December 29, 2024 Senior secured debt $ 700.0 million Credit Agreement March 25, 2027 Variable $ — $ — $ 600.0 million Credit Agreement July 25, 2030 Variable $ — $ — Finance Obligations September 30, 2036 n/a 40,874 — Finance lease liabilities Various n/a 12,549 7,248 Long-term debt and other finance obligations $ 53,423 $ 7,248 New Credit Agreement The Company’s subsidiary, Sprouts Farmers Markets Holdings, LLC (“Intermediate Holdings”), is the borrower under a credit agreement entered into on July 25, 2025 (the “Credit Agreement”). The Credit Agreement provides for a senior secured revolving credit facility (the "Revolving Credit Facility") with an initial aggregate commitment of $ 600.0 million. Amounts outstanding under the Credit Agreement may be increased from time to time in accordance with an expansion feature set forth in the Credit Agreement. The Company capitalized debt issuance costs of $ 1.6 million related to the Credit Agreement, which, combined with the remaining $ 1.1 million debt issuance costs in respect of that certain amended and restated credit agreement entered into on March 25, 2022, by and among the Company, Intermediate Holdings, certain lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “Former Credit Facility”), which remained outstanding as of the time of Intermediate Holdings’ entry into the Credit Agreement, were recorded to prepaid expenses and other current assets and other assets in the consolidated balance sheets and are being amortized on a straight-line basis to interest expense over the five-year term of the Credit Agreement. The Credit Agreement provides for a $ 100.0 million letter of credit sub-facility (the "Letter of Credit Sub-Facility") and a $ 50.0 million swingline facility. Letters of credit issued under the Credit Agreement reduce the capacity of Intermediate Holdings to borrow under the Revolving Credit Facility. Letters of credit totaling $ 23.1 million have been issued as of September 28, 2025 under the Letter of Credit Sub-Facility, primarily to support the Company’s insurance programs. Guarantees Obligations under the Credit Agreement are guaranteed by the Company and substantially all of its existing and future wholly-owned material domestic subsidiaries, and are secured by first-priority security 11 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) interests in substantially all of the assets of the Company, Intermediate Holdings, and the subsidiary guarantors, including, without limitation, a pledge by the Company of its equity interest in Intermediate Holdings. Interest and Fees Loans under the Credit Agreement will initially bear interest, at the Company's option, either at the Term SOFR (with a floor of 0.00 %) plus a 1.00 % per annum or alternate base rate (with a floor of 0.00 %) plus 0.00 % per annum. The interest rate margins are subject to upward adjustments pursuant to a pricing grid based on the Company’s total net leverage ratio as set forth in the Credit Agreement and to upward or downward adjustments of up to 0.05 % based upon the achievement of certain sustainability-linked metric thresholds, as set forth in the Credit Agreement. Under the terms of the Credit Agreement, the Company is obligated to pay a commitment fee on the available unused amount of the commitments, which commitment fee ranges between 0.09 % to 0.225 % per annum, pursuant to a pricing grid based on the Company’s total net leverage ratio. The commitment fees are subject to upward or downward adjustments of up to 0.01 % based upon the achievement of certain sustainability-linked metric thresholds, as set forth in the Credit Agreement. As of September 28, 2025, loans outstanding under the Credit Agreement bore interest at Term SOFR (as defined in the Credit Agreement) plus 1.00 % per annum. The Company had no loans outstanding under the Credit Agreement as of September 28, 2025. As of September 28, 2025, outstanding letters of credit issued under the Credit Agreement were subject to a participation fee of 1.00 % per annum and a fronting fee of 0.125 % per annum. Payments and Borrowings The Credit Agreement is scheduled to mature, and the commitments thereunder will terminate on July 25, 2030, subject to extensions as set forth therein. The Company may prepay loans and permanently reduce commitments under the Credit Agreement at any time in agreed-upon minimum principal amounts, without premium or penalty (except SOFR breakage costs, if applicable). In connection with the execution of the Credit Agreement, the Company's obligations under the Former Credit Facility were prepaid and terminated. During the thirteen and thirty-nine weeks ended September 28, 2025, the Company made no additional borrowings and had no outstanding debt under the Credit Agreement as of September 28, 2025. During 2024, the Company made no additional borrowings and made principal payments of $ 125.0 million, resulting in no outstanding debt under the Former Credit Facility as of December 29, 2024. Covenants The Credit Agreement contains financial, affirmative and negative covenants. The negative covenants include, among other things, limitations on the Company’s ability to: • incur additional indebtedness; • grant additional liens; • enter into sale-leaseback transactions; • make loans or investments; • merge, consolidate or enter into acquisitions; • pay dividends or distributions; 12 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) • enter into transactions with affiliates; • enter into new lines of business; • modify the terms of certain debt or other material agreements; and • change its fiscal year. Each of these covenants is subject to customary and other agreed-upon exceptions. In addition, the Credit Agreement requires that the Company and its subsidiaries maintain a maximum total net leverage ratio not to exceed 3.75 to 1.00, which ratio may be increased from time to time in connection with certain permitted acquisitions pursuant to conditions as set forth in the Credit Agreement, and a minimum interest coverage ratio not to be less than 3.00 to 1.00. Each of these covenants is tested as of the last day of each fiscal quarter. The Company was in compliance with all applicable covenants under the Credit Agreement as of September 28, 2025. Finance Obligations On April 24, 2025, the Company executed a real estate lease for a new corporate headquarters campus and store location that has since commenced. The initial term of the lease is 10 years and the total non-cancellable lease payments are $ 110.0 million. In addition, the lease includes a renewal option for a period of 10 years. Monthly payments commence on completion of construction, increase annually by a nominal amount, and continue through end of the initial term. Based on certain criteria and the existence of a purchase option, the Company has been determined to be the owner during the construction period under ASC 842. Further, there is no evidence of an accounting sale to the landlord upon construction completion, which precludes sale-leaseback accounting. As a result, the building assets and corresponding financial obligation will remain on the Company’s balance sheet and will be amortized over the life of the underlying building asset. As of September 28, 2025, the Company has recorded $ 40.9 million in both construction in progress assets and finance obligations. There will be no material impact to the statements of income until construction completion, which is expected in the latter half of 2026. Additionally, this lease includes a residual value guarantee. The final amount of the guarantee is to be determined based upon final construction costs. As of September 28, 2025, no amounts related to this residual value guarantee have been deemed probable. 5. Income Taxes The Company’s effective tax rate decreased to 24.0 % for the thirteen weeks ended September 28, 2025, compared to 25.8 % for the thirteen weeks ended September 29, 2024. The decrease in the effective tax rate was primarily due to a benefit in the current quarter for the purchase discount for transferable tax credits partially offset by a reduction in the benefit for stock-based compensation in the current year. The income tax effect resulting from excess tax benefits of share-based payment awards was $ 1.3 million and $ 1.7 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively. The Company’s effective tax rate decreased to 23.2 % for the thirty-nine weeks ended September 28, 2025, compared to 24.5 % for the thirty-nine weeks ended September 29, 2024. The decrease in the effective tax rate was primarily due to an increase in the benefit in the current year for stock-based compensation and benefit in the current quarter for the purchase discount for transferable tax credits partially offset by an increase in the rate detriment in the current year for nondeductible executive compensation. The income tax effect resulting from excess tax benefits of share-based payment awards was $ 15.7 million and $ 6.8 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, respectively. The Company files income tax returns for federal purposes and in many states. The Company’s tax filings remain subject to examination by applicable tax authorities for a certain length of time, generally three years, following the tax year to which those filings relate. 13 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) On July 4, 2025, the legislation commonly referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA has extensive provisions, of which many do not apply to the Company. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others effective in 2026 and later. Any impacts to the Company were incorporated into the income tax provision for the thirty-nine weeks ended September 28,2025 and had no material impact to income tax expense for the quarter. The Company continues to evaluate the impact on its consolidated financial statements as additional guidance is issued. Pursuant to provisions under the Inflation Reduction Act (“IRA”), the Company executed agreements to purchase transferable federal tax credits estimated to be $ 63 million during the thirty-nine weeks ended September 28, 2025. Such federal tax credits will be purchased at negotiated discounts, allowing the Company to reduce its 2025 federal income taxes payable by the amount of credits it expects to claim on its 2025 tax return. The Company has included the estimated anticipated tax benefit of $ 3.5 million in its estimated annual effective tax rate for the year ended December 28, 2025 for the difference between the tax credit and negotiated price for expected current year tax credits. 6. Commitments and Contingencies The Company is exposed to claims and litigation matters arising in the ordinary course of business and uses various methods to resolve these matters that are believed to best serve the interests of the Company’s stakeholders. The Company’s primary contingencies are associated with self-insurance obligations and litigation matters. Self-insurance liabilities require significant judgment and actual claim settlements and associated expenses may differ from the Company’s current provisions for loss. Litigation In February 2025, the Company terminated its agreement with Harvest Sherwood Food Distributors, Inc. (“Harvest Sherwood”) for the distribution of certain meat and seafood products to the Company due to, among other things, Harvest Sherwood’s failure to pay the Company’s vendors for these products. Subsequently, on February 24, 2025, Harvest Sherwood filed a complaint against the Company in the Superior Court for the State of Delaware alleging breach of contract among other claims and seeking monetary damages. On March 6, 2025, the Company filed an answer and counterclaims against Harvest Sherwood, asserting its defenses to the complaint and its claims against Harvest Sherwood for breach of contract, negligent misrepresentation and unjust enrichment, among others. On May 5, 2025, Harvest Sherwood filed a petition for Chapter 11 bankruptcy in the United States Bankruptcy Court for the Northern District of Texas (the "Bankruptcy Court") and filed a substantially similar adversary proceeding against the Company in the Bankruptcy Court. As a result, the Company's litigation against Harvest Sherwood has been stayed in the Superior Court for the State of Delaware, and the adversary proceeding is pending. Discovery is ongoing, and a trial date has been set for February 2026. At this stage of the proceedings, the Company is unable to predict or reasonably estimate any potential loss or effect on the Company. Accordingly, no loss contingency was recorded for this matter. 7. Stockholders’ Equity Share Repurchases On August 13, 2025, the Company's board of directors authorized a new $ 1 billion share repurchase program for its common stock. The new authorization replaced the Company's then-existing share repurchase authorization of $ 600 million that was due to expire on May 22, 2027, of which $ 142.6 million remained available upon its replacement, and under which no further shares may be repurchased. The new repurchase authorization does not have an expiration date; however, the Board expects to periodically review the authorization to assess its continued appropriateness in light of the Company's capital allocation priorities, market conditions, alternative investment opportunities, and other factors. The following table outlines the 14 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) common stock share repurchase programs authorized by the Company’s board of directors and the related repurchase activity and available authorization as of September 28, 2025: Effective date Expiration date Amount authorized Cost of repurchases Authorization available May 22, 2024 May 22, 2027 $ 600,000 $ 457,408 $ — August 13, 2025 N/A $ 1,000,000 $ 33,994 $ 966,006 The shares under the Company’s repurchase programs may be purchased on a discretionary basis from time to time through the applicable expiration date, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The board’s authorization of the share repurchase programs does not obligate the Company to acquire any particular amount of common stock, and the repurchase programs may be commenced, suspended, or discontinued at any time. Share repurchase activity under the Company’s repurchase programs for the periods indicated was as follows (total cost in thousands): Thirteen weeks ended Thirty-nine weeks ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Number of common shares acquired 364,852 264,135 2,399,289 1,861,453 Average price per common share acquired $ 137.49 $ 96.60 $ 143.76 $ 70.22 Total cost of common shares acquired $ 50,162 $ 25,516 $ 344,911 $ 130,708 Shares purchased under the Company’s repurchase programs were subsequently retired and the excess of the repurchase price over par value was charged to retained earnings. The cost of common shares repurchased included the 1% excise tax imposed as part of the Inflation Reduction Act of 2022. Subsequent to September 28, 2025 and through October 27, 2025, the Company repurchased an additional 0.1 million shares of common stock for $ 10.0 million, excluding excise tax. 8. Net Income Per Share The computation of basic net income per share is based on the number of weighted average shares outstanding during the period. The computation of diluted net income per share includes the dilutive effect of share equivalents consisting of incremental shares deemed outstanding from the assumed exercise of options and unvested restricted stock units ("RSUs"). Performance share awards ("PSAs") are included in the computation of diluted net income per share only to the extent that the underlying performance conditions are satisfied prior to the end of the reporting period or would be satisfied if the end of the reporting period were the end of the related performance period, and if the effect would be dilutive. 15 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) A reconciliation of the numerators and denominators of the basic and diluted net income per share calculations is as follows (in thousands, except per share amounts): Thirteen weeks ended Thirty-nine weeks ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Basic net income per share: Net income $ 120,116 $ 91,610 $ 433,845 $ 300,999 Weighted average shares outstanding - basic 97,672 100,148 98,023 100,560 Basic net income per share $ 1.23 $ 0.91 $ 4.43 $ 2.99 Diluted net income per share: Net income $ 120,116 $ 91,610 $ 433,845 $ 300,999 Weighted average shares outstanding - basic 97,672 100,148 98,023 100,560 Dilutive effect of share-based awards: Assumed exercise of options to purchase shares 532 485 563 460 RSUs 237 392 330 449 PSAs 274 — 170 — Weighted average shares and equivalent shares outstanding - diluted 98,715 101,025 99,086 101,469 Diluted net income per share $ 1.22 $ 0.91 $ 4.38 $ 2.97 For the thirteen weeks ended September 28, 2025, the Company had 0.1 million options and 0.2 million PSAs outstanding which were excluded from the computation of diluted net income per share as those awards would have been antidilutive or were performance awards with performance conditions not yet deemed met. For the thirteen weeks ended September 29, 2024, the Company had 0.4 million PSAs outstanding which were excluded from the computation of diluted net income per share as those awards would have been antidilutive or were performance awards with performance conditions not yet deemed met. For the thirty-nine weeks ended September 28, 2025, the Company had 0.1 million options and 0.2 million PSAs outstanding which were excluded from the computation of diluted net income per share as those awards would have been antidilutive or were performance awards with performance conditions not yet deemed met. For the thirty-nine weeks ended September 29, 2024, the Company had 0.1 million options and 0.4 million PSAs outstanding which were excluded from the computation of diluted net income per share as those awards would have been antidilutive or were performance awards with performance conditions not yet deemed met. 9. Segments The Company has one operating segment and, therefore, one reportable segment: healthy grocery stores. The Company derives all its revenues from the sale of products at its various store locations across the United States. The accounting policies of the segment are the same as described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The CODM assesses performance and allocates resources based on consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The following table represents the significant expense and key metrics reviewed by the CODM: 16 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Thirteen weeks ended Thirty-nine weeks ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Net Sales $ 2,200,430 $ 1,945,735 $ 6,657,468 $ 5,723,062 Less: Cost of sales 1,349,379 1,204,812 4,057,454 3,541,461 Direct store expenses 566,129 497,297 1,652,952 1,440,667 Other segment items (1) 127,524 121,175 383,976 342,900 Interest income, net ( 690 ) ( 1,061 ) ( 2,045 ) ( 382 ) Income tax provision 37,972 31,902 131,286 97,417 Net income $ 120,116 $ 91,610 $ 433,845 $ 300,999 (1) Other segment items include non-store selling, general, and administrative expenses, depreciation and amortization, store closure costs, and other overhead expenses. The Company categorizes the varieties of products it sells as perishable and non-perishable. Perishable product categories include produce, meat and meat alternatives, seafood, deli, bakery, floral and dairy and dairy alternatives. Non-perishable product categories include grocery, vitamins and supplements, bulk items, frozen foods, beer and wine, and natural health and body care. In accordance with ASC 606, the following table represents a disaggregation of revenue for the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024: Thirteen weeks ended September 28, 2025 September 29, 2024 Perishables $ 1,265,962 57.5 % $ 1,128,272 58.0 % Non-Perishables 934,468 42.5 % 817,463 42.0 % Net Sales $ 2,200,430 100.0 % $ 1,945,735 100.0 % Thirty-nine weeks ended September 28, 2025 September 29, 2024 Perishables $ 3,806,839 57.2 % $ 3,288,976 57.5 % Non-Perishables 2,850,629 42.8 % 2,434,086 42.5 % Net Sales $ 6,657,468 100.0 % $ 5,723,062 100.0 % 10. Share-Based Compensation 2022 Incentive Plan In March 2022, the Company’s board of directors adopted the Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan (the “2022 Incentive Plan”), which became effective May 25, 2022, upon approval by the Company’s stockholders. The 2022 Incentive Plan provides team members of the Company, certain consultants and advisors who perform services for the Company, and non-employee members of the Company's board of directors with the opportunity to receive grants of equity awards, including stock options, RSUs, PSAs, and other stock-based awards. The 2022 Incentive Plan replaced the 2013 Incentive Plan (as described below). 17 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Awards Granted under the 2022 Incentive Plan During the thirty-nine weeks ended September 28, 2025, the Company granted the following share-based compensation awards under the 2022 Incentive Plan: Grant Date RSUs PSAs Options March 18, 2025 185,228 58,805 61,079 June 3, 2025 333 — — Total 185,561 58,805 61,079 Weighted-average grant date fair value $ 137.88 $ 137.81 $ 51.46 Weighted-average exercise price $ — $ — $ 137.81 The aggregate number of shares of common stock that may be issued to team members and directors under the 2022 Incentive Plan may not exceed 6,600,000 , subject to the following adjustments. If any awards granted under the 2022 Incentive Plan, terminate, expire, or are cancelled, forfeited, exchanged, or surrendered without having been exercised, vested or paid in shares, the shares will again be available for purposes of the 2022 Incentive Plan. The number of shares subject to outstanding awards under the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “2013 Incentive Plan”) that terminate, expire, are paid in cash, or are cancelled, forfeited, exchanged, or surrendered without having been exercised, vested, or paid in shares under the 2013 Incentive Plan after the effective date of the 2022 Incentive Plan will be available for issuance under the 2022 Incentive Plan. As of September 28, 2025, there were 1,097,480 stock awards outstanding and 5,305,398 shares remaining available for issuance under the 2022 Incentive Plan. 2013 Incentive Plan Prior to the adoption of the 2022 Incentive Plan, the 2013 Incentive Plan served as the umbrella plan for the Company’s share-based and cash-based incentive compensation programs for its directors, officers and other team members. Upon stockholder approval of the 2022 Incentive Plan on May 25, 2022, no further awards will be granted under the 2013 Incentive Plan, but awards outstanding under the 2013 Incentive Plan will remain outstanding in accordance with their terms and the terms of the 2013 Incentive Plan. Stock Options The Company uses the Black-Scholes option pricing model to estimate the fair value of options at grant date. Options vest in accordance with the terms set forth in the grant letter. Time-based options vest annually over a period of three years . RSUs The fair value of RSUs is based on the closing price of the Company’s common stock on the grant date. RSUs generally vest annually over a period of two or three years from the grant date. PSAs PSAs granted in 2022 were subject to the Company achieving certain EBIT performance targets for the 2024 fiscal year. The criteria was based on a range of performance targets in which grantees may earn 0 % to 200 % of the base number of awards granted. The performance conditions with respect to fiscal year 2024 EBIT were deemed to have been met, and PSAs vested at 148 % pay out level on the third anniversary of the grant date (March 2025). There were no outstanding 2022 PSAs as of September 28, 2025. PSAs granted in 2023 are subject to the Company achieving certain EBIT performance targets for the 2025 fiscal year. The criteria was based on a range of performance targets in which grantees may earn 0 % to 18 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 200 % of the base number of awards granted. If performance conditions are met, the applicable number of performance shares will vest on the third anniversary of the grant date (March 2026). PSAs granted in 2024 are subject to the Company achieving certain EBIT performance targets for the 2026 fiscal year. The criteria is based on a range of performance targets in which grantees may earn 0 % to 200 % of the base number of awards granted. If performance conditions are met, the applicable number of performance shares will vest on the third anniversary of the grant date (March 2027). PSAs granted in 2025 are subject to the Company achieving certain EBIT performance targets for the 2027 fiscal year. The criteria is based on a range of performance targets in which grantees may earn 0 % to 200 % of the base number of awards granted. If performance conditions are met, the applicable number of performance shares will vest on the third anniversary of the grant date (March 2028). Share-based Compensation Expense The Company presents share-based compensation expense in selling, general and administrative expenses on the Company’s consolidated statements of income. The amount recognized was as follows: Thirteen weeks ended Thirty-nine weeks ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Share-based compensation expense $ 7,642 $ 6,659 $ 22,045 $ 19,925 The following share-based awards were outstanding under the 2022 and 2013 Incentive Plans as of September 28, 2025 and September 29, 2024: As of September 28, 2025 September 29, 2024 (in thousands) Options Vested 544 454 Unvested 213 317 RSUs 430 618 PSAs 306 370 As of September 28, 2025, total unrecognized compensation expense and remaining weighted average recognition period related to outstanding share-based awards were as follows: Unrecognized compensation expense Remaining weighted average recognition period Options $ 4,503 1.5 RSUs 28,746 1.6 PSAs 14,314 1.2 Total unrecognized compensation expense at September 28, 2025 $ 47,563 During the thirty-nine weeks ended September 28, 2025 and September 29, 2024, the Company received $ 1.7 million and $ 4.7 million, respectively, in cash proceeds from the exercise of options. 19 Table of Contents SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 11. Goodwill The Company’s goodwill balance was $ 381.8 million as of September 28, 2025 and December 29, 2024. As of September 28, 2025 and December 29, 2024, the Company had no accumulated goodwill impairment losses. The goodwill is related to the acquisitions of Henry’s Farmers Market and Sunflower Farmers Market in 2011 and 2012, respectively, and the acquisition of Ronald Cohn, Inc. in 2023. 12. Store Closures No stores were closed during the thirty-nine weeks ended September 28, 2025 and all lease costs associated with the Company's closed store locations for which a lease remains in effect are included within Store closure and other cost, net. 20 Table of Contents