Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 28, 2025, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 28, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework). Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 28, 2025.
PricewaterhouseCoopers LLP, our independent registered public accounting firm, assessed the effectiveness of our internal control over financial reporting as of December 28, 2025, as stated in the firm’s report which is included with the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarterly period ended December 28, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the fourth quarter of 2025, none of our directors or executive officers adopted or terminated a Rule 10b5-1 Trading Plan, or a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).
89
Table of Contents
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
Not Applicable.
90
Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item will be contained in our definitive Proxy Statement to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders (referred to as the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 28, 2025, and is incorporated herein by reference.
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/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 .
Item 11. Executive Compensation
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
1. Financial Statements: The information concerning our financial statements and Report of Independent Registered Public Accounting Firm required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Item 8, titled “Financial Statements and Supplementary Data.”
2. Financial Statement Schedules: 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.
3. Exhibits: See Item 15(b) below.
91
Table of Contents
(b) Exhibits:
Exhibit
Number
Description
3.1 Amended and Restated Certificate of Incorporation of Sprouts Farmers Market, Inc. ( 1 )
3.2 Third Amended and Restated Bylaws of Sprouts Farmers Market, Inc. ( 1 )
4.1 Description of Sprouts Farmers Market, Inc. Securities ( 2 )
10.1* Sprouts Farmers Market, Inc. 2013 Incentive Plan, amended as of May 1, 2015 ( 3 )
10.1.1* Form of Stock Option Agreement under Sprouts Farmers Market, Inc. 2013 Incentive Plan ( 4 )
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, 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 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* 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. 2022 Omnibus Incentive Compensation Plan ( 5 )
10.7.2(b)* Form of Restricted Stock Unit Agreement under the Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan for Board of Directors ( 2 )
10.7.2(c)* 2025 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan ( 11 )
10.7.3(a)* 2022 Form of Performance Share Award Agreement under the Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan ( 5 )
10.7.3(b)* 2023 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan ( 1 2 )
10.7.3(c)* 2024 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan ( 1 3 )
92
Table of Contents
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 )
19 Sprouts Farmers Market, Inc. Policy Statement on Inside Information and Insider Trading for Officers, Directors and Team Members ( 1 4 )
21.1 List of subsidiaries
23.1 Consent of PricewaterhouseCoopers LLP, independent registered accounting firm
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 Sprouts Farmers Market, Inc. Compensation Recoupment Policy adopted November 15, 2023 ( 1 5 )
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† 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 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.
(3) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 5, 2015, and incorporated herein by reference.
(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 Current Report on Form 8-K filed with the SEC on May 27, 2022, 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.
(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.
(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.
93
Table of Contents
(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.
Item 16. Form 10-K Summary
None.
94
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SPROUTS FARMERS MARKET, INC.
Date: February 19, 2026
By: /s/ Curtis Valentine
Name: Curtis Valentine
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Jack L. Sinclair Director and Chief Executive Officer
(Principal Executive Officer)
February 19, 2026
Jack L. Sinclair
/s/ Curtis Valentine Chief Financial Officer
(Principal Financial Officer)
February 19, 2026
Curtis Valentine
/s/ Stacy W. Hilgendorf Vice President, Controller
(Principal Accounting Officer)
February 19, 2026
Stacy W. Hilgendorf
/s/ Joseph Fortunato Chairman of the Board February 19, 2026
Joseph Fortunato
/s/ Joel D. Anderson Director February 19, 2026
Joel D. Anderson
/s/ Hari K. Avula Director February 19, 2026
Hari K. Avula
/s/ Kristen E. Blum Director February 19, 2026
Kristen E. Blum
/s/ Terri Funk Graham Director February 19, 2026
Terri Funk Graham
/s/ Joseph D. O’Leary Director February 19, 2026
Joseph D. O’Leary
/s/ Douglas G. Rauch Director February 19, 2026
Douglas G. Rauch
95