What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 25 added, 57 removed, 119 unchanged (41% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.

We maintain a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures under the Exchange Act as of December 28, 2025, the end of the period covered by this Annual Report on Form 10-K.

17 unchanged sentences

We have adopted a Code of Ethics – Principal Executive Officer and Senior Financial Officers (referred to as the “Code”) that applies to our principal executive officer, principal financial officer and principal accounting officer and controller.

The Code is publicly available on our website at https://investors.sprouts.com/esg/governance-documents/ .

The Code is publicly available on our website at https://investors.sprouts.com/governance/governance-documents/ .

We will provide disclosure of future updates, amendments or waivers from the Code by posting them to our investor relations website located at investors.sprouts.com .

The information contained on or accessible through our website is not incorporated by reference into this Annual Report on Form 10-K.

Executive Compensation

11 unchanged sentences

Financial Statement Schedules:

No schedules are required.

Financial statement schedules have been omitted because they are not applicable, not required, or the required information is included in the consolidated financial statements or notes thereto.

See Item 15(b) below.

(b) Exhibits:

2.1 Plan of Conversion of Sprouts Farmers Markets, LLC (1)

3.1 Certificate of Incorporation of Sprouts Farmers Market, Inc.

3.2 Second Amended and Restated Bylaws of Sprouts Farmers Market, Inc.

3.1 Amended and Restated Certificate of Incorporation of Sprouts Farmers Market, Inc.

3.2 Third Amended and Restated Bylaws of Sprouts Farmers Market, Inc.

4.1 Description of Sprouts Farmers Market, Inc.

4 unchanged sentences

2013 Incentive Plan ( 4 )

10.1.2(a)* Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan (4)

10.1.2(b)* 2019 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan for Chief Executive Officer (5)

10.1.2(c)* 2021 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan for Chief Financial Officer (6)

10.1.2(d)* 2022 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan for President and Chief Operating Officer (7)

10.1.3(a)* 2018 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan (8)

10.1.3(b)* 2019 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan (9)

10.1.3(c)* 2019 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan for Chief Executive Officer (5)

10.1.3(d)* 2020 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan (10)

10.1.3(e)* 2021 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan (11)

10.1.3(f)* 2022 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan (12)

10.1.2* Form Notice of Amendment to Outstanding Awards granted under the Sprouts Farmers Market, Inc.

2013 Incentive Plan ( 5 )

10.2† Distribution Agreement, dated as of July 18, 2018, by and between SFM, LLC dba Sprouts Farmers Market and KeHE Distributors, LLC (14)

10.2† Distribution Agreement, entered into on September 3, 2025 , by and between SFM, LLC d / b / a Sprouts Farmers Market and KeHE Distributors, LLC ( 6 )

10.3* Form of Indemnification Agreement by and between Sprouts Farmers Market, Inc.

and its directors and officers ( 7 )

10.4 Credit Agreement, dated as of March 25, 2022, among Sprouts Farmers Market, Inc., Sprouts Farmers Markets Holdings, LLC, the lenders named therein, Bank of America, N.A., as administrative agent, issuing bank and swingline lender, JPMorgan Chase Bank, N.A., as sustainability structuring agent, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A.

and Wells Fargo Securities, LLC as syndication agents, Truist Bank and PNC Bank, N.A.

as documentation agents, and BofA Securities, Inc., BMO Capital Markets Corp., JPMorgan Chase Bank, N.A.

and Wells Fargo Securities, LLC as joint bookrunners and joint lead arrangers (16)

10.4 Credit Agreement, dated as of July 25, 2025, among Sprouts Farmers Market, Inc., Sprouts Farmers Markets Holdings, LLC, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender, J.P.

Morgan Securities LLC, as sustainability structuring agent, Truist Bank and PNC Bank, National Association, as syndication agents, and Bank of America, N.A., BMO Bank, N.A.

and US Bank National Association, as documentation agents ( 8 )

10.5* Form of Confidentiality, Non-Competition, and Non-Solicitation Agreement ( 9 )

10.6* Amended and Restated Executive Severance and Change in Control Plan ( 10 )

10.7† Deli, Cheese, and Bakery Distribution Agreement, dated as of February 12, 2016, by and between SFM, LLC dba Sprouts Farmers Market and KeHE Distributors, LLC (19)

10.8* Offer Letter from Sprouts Farmers Market, Inc., to Nicholas Konat, dated January 25, 2022 (7)

10.7* Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan ( 5 )

10.7.1(a)* Form of Stock Option Award Agreement under the Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan ( 5 )

10.7.1(b)* 2025 Form of Stock Option Agreement under Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan ( 11 )

10.7.2(a)* Form of Restricted Stock Unit Agreement under the Sprouts Farmers Market, Inc.

2 unchanged sentences

2022 Omnibus Incentive Compensation Plan for Board of Directors ( 2 )

10.9.2* 2022 Form of Performance Share Award Agreement under the Sprouts Farmers Market, Inc.

10.7.2(c)* 2025 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan ( 11 )

10.9.3* Form of Stock Option Award Agreement under the Sprouts Farmers Market, Inc.

10.7.3(a)* 2022 Form of Performance Share Award Agreement under the Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan ( 5 )

10.9.4* 2023 Form of Performance Share Agreement under Sprouts Farmers Market, Inc.

10.7.3(b)* 2023 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan ( 1 2 )

10.9.5* 2024 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

10.7.3(c)* 2024 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan ( 1 3 )

10.7.3(d)* 2025 Form of Performance Share Agreement under Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan ( 11 )

10.8* Sprouts Farmers Market, Inc.

Annual Bonus Plan ( 2 )

10.11* Offer Letter from Sprouts Farmers Market, Inc.

to Curtis Valentine, signed October 27, 2023 (2 2 )

19 Sprouts Farmers Market, Inc.

13 unchanged sentences

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment previously submitted separately to the SEC.

† Portions of this exhibit and the schedules thereto have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

* Management contract or compensatory plan or arrangement.

(1) Filed as an exhibit to Amendment No.

4 to the Registrant’s Registration Statement on Form S-1 (File No.

333-188493) filed with the SEC on July 29, 2013, and incorporated herein by reference.

(1) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025, and incorporated herein by reference.

(2) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 2, 2023, and incorporated herein by reference.

1 unchanged sentence

(4) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015, and incorporated herein by reference.

(5) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2019, and incorporated herein by reference.

(6) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on September 22, 2021, and incorporated herein by reference.

(7) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2022, and incorporated herein by reference

(8) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2018, and incorporated herein by reference.

(9) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2019, and incorporated herein by reference.

(10) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2020, and incorporated herein by reference.

(11) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021, and incorporated herein by reference.

(12) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2022, and incorporated herein by reference.

(5) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 27, 2022, and incorporated herein by reference.

(14) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on April 1, 2019, and incorporated herein by reference.

(6) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2025, and incorporated herein by reference.

(7) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No.

333-188493) filed with the SEC on May 9, 2013, and incorporated herein by reference.

(16) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on March 25, 2022, and incorporated herein by reference.

(8) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2025, and incorporated herein by reference.

(9) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2015, and incorporated herein by reference.

(10) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on February 28, 2020, and incorporated herein by reference.

(19) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016, and incorporated herein by reference.

(11) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2025, and incorporated herein by reference.

(12) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2023, and incorporated herein by reference.

(13) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2024, and incorporated herein by reference.

(22) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on October 31, 2023, and incorporated herein by reference.

(14) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 20, 2025, and incorporated herein by reference.

(15) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 22, 2024, and incorporated herein by reference.

Form 10-K Summary

30 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures