What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-29 compared with 2025-10-29 · 121 added, 151 removed, 378 unchanged (42% of the section changed)

4 unchanged sentences

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

September 28, 2025 December 29, 2024

March 29, 2026 December 28, 2025

Current assets:

30 unchanged sentences

Common stock, $ 0.001 par value;

200,000,000 shares authorized, 97,451,026 shares issued and outstanding, September 28, 2025;

200,000,000 shares authorized, 94,556,903 shares issued and outstanding, March 29, 2026;

95,926,024 shares issued and outstanding, December 28, 2025

8 unchanged sentences

(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

Thirteen weeks ended

March 29, 2026 March 30, 2025

Net sales $ 2,329,179 $ 2,236,436

20 unchanged sentences

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

For the thirteen and thirty-nine weeks ended September 28, 2025

Shares Common

Stock Additional

Capital Retained

Earnings Total

Stockholders’

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

For the thirteen weeks ended March 29, 2026

Shares Common

8 unchanged sentences

Share-based compensation — — 8,563 — 8,563

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

Capital Retained

Earnings Total

Stockholders’

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

Balances at March 29, 2026 94,556,903 $ 95 $ 850,411 $ 583,734 $ 1,434,240

For the thirteen weeks ended March 30, 2025

Shares Common

8 unchanged sentences

Share-based compensation — — 6,656 — 6,656

Balances at September 29, 2024 100,039,217 $ 100 $ 799,487 $ 543,905 $ 1,343,492

Balances at March 30, 2025 98,187,882 $ 98 $ 814,796 $ 473,088 $ 1,287,982

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

(IN THOUSANDS)

Thirty-nine weeks ended

September 28, 2025 September 29, 2024

Thirteen weeks ended

March 29, 2026 March 30, 2025

Operating activities

22 unchanged sentences

Financing activities

Payments on revolving credit facilities — ( 125,000 )

Payments on finance lease liabilities ( 225 ) ( 326 )

Repurchase of common stock ( 140,000 ) ( 218,762 )

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 ( 140,225 ) ( 219,088 )

Increase in cash, cash equivalents, and restricted cash 58,267 107,855

(Decrease)/Increase in cash, cash equivalents, and restricted cash ( 6,089 ) 20,522

Cash, cash equivalents, and restricted cash at beginning of the period 260,894 267,213

2 unchanged sentences

Cash paid for interest $ 463 $ 807

Cash paid for income taxes 111,438 71,290

Cash paid/(refunded) for income taxes 1,025 ( 102 )

Supplemental disclosure of non-cash activities

2 unchanged sentences

Leased assets obtained in exchange for new operating lease liabilities, net of lease terminations 142,232 69,736

Leased assets obtained in exchange for new finance lease liabilities 6,266 —

Property acquired through finance obligations 16,162 —

6 unchanged sentences

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.

As of March 29, 2026, the Company operated 483 stores in 25 states.

For convenience, the “Company” is used to refer collectively to Sprouts Farmers Market, Inc.

3 unchanged sentences

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.

All intercompany accounts and transactions have been eliminated in consolidation.

The Company has no items included in other comprehensive income for the periods presented.

Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year.

2 unchanged sentences

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 fiscal year ending January 3, 2027 (“fiscal year 2026”) is a 53-week year and fiscal year 2025 is a 52-week year.

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).

9 unchanged sentences

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.

The outstanding gift card liability balance is included within accrued liabilities on the Company's consolidated balance sheets.

Beginning in July 2025, the Company implemented a customer loyalty program under which customers earn points on qualifying purchases.

1 unchanged sentence

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.

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, net of estimated breakage.

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.

Points expire approximately 6 months after issuance, 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 sheets.

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

Thirteen weeks ended

March 29, 2026 March 30, 2025

Beginning Balance $ 21,099 $ 11,071

Gift cards issued during the period but not redeemed (1)

Loyalty value earned during the period but not redeemed or expired 2,609 —

Loyalty value deferred during the period, net of amount redeemed or expired (1)

Revenue recognized from beginning liability ( 2,871 ) ( 2,703 )

2 unchanged sentences

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.

Restricted cash primarily relates to the Company's healthcare, general liability and workers’ compensation plan benefits of $ 2.6 million and $ 3.6 million as of March 29, 2026 and December 28, 2025, respectively.

These balances are included in prepaid expenses and other current assets in the consolidated balance sheets.

3 unchanged sentences

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

14 unchanged sentences

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.

Interim Reporting (Topic 270) - Narrow Scope Improvements

In December 2025, the FASB issued ASU no.

2025-11, "Interim Reporting (Topic 270) - Narrow Scope Improvements".

The standard clarifies the interim reporting requirements by improving navigability of Topic 270 and more clearly specifying what disclosures are required in an interim reporting period.

It is not intended to significantly change interim reporting or expand or reduce interim disclosure requirements.

The guidance is effective for the Company for its interim reporting period beginning in fiscal year 2028.

Early adoption is permitted, and the guidance can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.

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 March 29, 2026 had, or are expected to have, a material impact on the Company’s consolidated financial statements.

Fair Value Measurements

10 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 Company did no t have any financial liabilities measured at fair value on a recurring basis as of March 29, 2026 and December 28, 2025.

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.

3 unchanged sentences

A summary of long-term debt and other finance obligations is as follows:

Facility Maturity Interest Rate September 28, 2025 December 29, 2024

Facility Maturity Interest Rate March 29, 2026 December 28, 2025

Senior secured debt

$ 600.0 million Credit Agreement

March 25, 2027 Variable $ — $ —

$ 600.0 million Credit Agreement

July 25, 2030 Variable — —

Former Credit Facility March 25, 2027 Variable $ — $ —

Finance Obligations September 30, 2036 n/a 85,264 69,420

1 unchanged sentence

Long-term debt and other finance obligations $ 97,044 $ 81,585

New Credit Agreement

(1) The Former Credit Facility was replaced by the $ 600.0 million Credit Agreement as discussed below.

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.

The Credit Agreement provides for a 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 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 (the “Former Credit Facility”), by and among the Company, Intermediate Holdings, certain lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, which remained outstanding as of the time of Intermediate Holdings’ entry into the Credit Agreement, 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.

Letters of credit totaling $ 22.0 million have been issued as of March 29, 2026 under the Letter of Credit Sub-Facility, primarily to support the Company’s insurance programs.

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

8 unchanged sentences

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.

As of March 29, 2026, 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 March 29, 2026.

As of March 29, 2026, 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

1 unchanged sentence

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.

During the thirteen weeks ended March 29, 2026, the Company made no additional borrowings and had no outstanding debt under the Credit Agreement as of March 29, 2026.

During 2025, the Company made no additional borrowings and had no outstanding debt under the Credit Agreement or the Former Credit Facility as of December 28, 2025.

The Credit Agreement contains financial, affirmative and negative covenants.

6 unchanged sentences

• pay dividends or distributions;

• enter into transactions with affiliates;

• enter into new lines of business;

SPROUTS FARMERS MARKET, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• enter into transactions with affiliates;

• enter into new lines of business;

• modify the terms of certain debt or other material agreements;

3 unchanged sentences

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.

The Company was in compliance with all applicable covenants under the Credit Agreement as of March 29, 2026.

Finance Obligations

1 unchanged sentence

The initial term of the lease is 10 years and the total non-cancellable lease payments are $ 110.0 million.

These payments have been allocated to the building and land components based on the relative standalone fair value.

In addition, the lease includes a renewal option for a period of 10 years.

3 unchanged sentences

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.

As of March 29, 2026, the Company has recorded $ 85.3 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.

1 unchanged sentence

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.

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.

As of March 29, 2026, no amounts related to this residual value guarantee have been deemed probable.

The Company’s effective tax rate increased to 24.0 % for the thirteen weeks ended March 29, 2026, compared to 20.8 % for the thirteen weeks ended March 30, 2025.

The increase in the effective tax rate was primarily driven by a reduction in the benefit for stock-based compensation in the current year partially offset by a decrease in non-deductible executive compensation.

The income tax effect resulting from excess tax benefits of share-based payment awards was $ 4.2 million and $ 12.8 million for the thirteen weeks ended March 29, 2026 and March 30, 2025, 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.

SPROUTS FARMERS MARKET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

The Company’s tax filings remain subject to examination by applicable tax authorities for a certain length of time, generally three years, with some exceptions, following the tax year to which those filings relate.

Commitments and Contingencies

2 unchanged sentences

Self-insurance liabilities require significant judgment and actual claim settlements and associated expenses may differ from the Company’s current provisions for loss.

The Company records an accrual for legal contingencies when it determines that it is probable that the Company has incurred a liability and can reasonably estimate the amount of the loss.

However, predicting the outcomes of legal matters involves substantial uncertainties.

While management currently believes that estimated liabilities recorded are

SPROUTS FARMERS MARKET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

reasonable and not material to the Company, differences in actual outcomes or changes in management's evaluation of estimated liabilities could arise that could be material to the Company's results of operations.

Harvest Sherwood

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.

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 matter is proceeding.

Discovery has concluded, dispositive motions have been ruled on, and a trial date has been set for June 2026.

Stockholder Actions

On November 24, 2025, a complaint was filed in the United States District Court for the District of Arizona against the Company and certain of its officers by Singh Family Revocable Trust u/a dtd 02/18/2019 on behalf of a purported class of the Company's stockholders.

The complaint purports to state claims under Sections 10 and 20 of the Securities Exchange Act of 1934, as amended, based on allegedly false and misleading statements made by certain of the Company's officers regarding the resilience of its customers against macroeconomic pressures.

The complaint seeks damages on behalf of the purported class in an unspecified amount and an award of reasonable costs and attorneys’ fees.

On December 16, 2025, stockholder Fraser MacDonald filed a separate complaint in the United States District Court for the District of Arizona, purporting to assert derivatively on behalf of the Company claims under federal and state law against nine of the Company’s directors and officers.

This complaint echoes many of the substantive allegations in the securities class action and, in addition to unspecified damages and attorneys’ fees, seeks corporate governance reforms by the Company.

On January 9, 2026, stockholder Richard Kaiser filed another complaint in the same District Court, asserting similar claims against the same nine directors and officers on similar grounds.

On February 6, 2026, the District Court issued an order consolidating the two derivative actions under the caption MacDonald v.

Sinclair, et al., No.

CV-25-04723-PHX-DWL (D.

On April 21, 2026, the Court granted the defendants’ unopposed motion to stay the consolidated case pending resolution of the Singh Family Revocable Trust securities class action.

The case is presently stayed accordingly.

The Company and its executives intend to defend these cases vigorously, but 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 these actions.

Stockholders’ Equity

8 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

common stock share repurchase programs authorized by the Company’s board of directors and the related repurchase activity and available authorization as of March 29, 2026:

Effective date Expiration date Amount

6 unchanged sentences

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

Thirteen weeks ended

March 29, 2026 March 30, 2025

Number of common shares acquired 1,888,274 1,568,017

3 unchanged sentences

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.

Subsequent to March 29, 2026 and through April 27, 2026, the Company repurchased an additional 0.5 million shares of common stock for $ 40.0 million, excluding excise tax.

Net Income Per Share

6 unchanged sentences

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

Thirteen weeks ended

March 29, 2026 March 30, 2025

Basic net income per share:

7 unchanged sentences

Assumed exercise of options to purchase shares 349 575

RSUs 237 392 330 449

PSAs 274 — 170 —

Weighted average shares and equivalent shares outstanding - diluted 95,585 99,719

Diluted net income per share $ 1.71 $ 1.81

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.

For the thirteen weeks ended March 29, 2026, the Company had 0.1 million options, 0.2 million RSUs and 0.3 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 March 30, 2025, the Company had 0.1 million options and 0.3 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.

The Company has one operating segment and, therefore, one reportable segment:

6 unchanged sentences

The following table represents the significant expense and key metrics reviewed by the CODM:

SPROUTS FARMERS MARKET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Thirteen weeks ended Thirty-nine weeks ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Thirteen weeks ended

March 29, 2026 March 30, 2025

Net Sales $ 2,329,179 $ 2,236,436

6 unchanged sentences

Net income $ 163,724 $ 180,026

SPROUTS FARMERS MARKET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Other segment items include non-store selling, general, and administrative expenses, depreciation and amortization, store closure costs, and other overhead expenses.

2 unchanged sentences

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:

In accordance with ASC 606, the following table represents a disaggregation of revenue for the thirteen weeks ended March 29, 2026 and March 30, 2025:

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

March 29, 2026 March 30, 2025

Perishables $ 1,316,584 56.5 % $ 1,269,732 56.8 %

7 unchanged sentences

The 2022 Incentive Plan replaced the 2013 Incentive Plan (as described below).

SPROUTS FARMERS MARKET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

During the thirteen weeks ended March 29, 2026, the Company granted the following share-based compensation awards under the 2022 Incentive Plan:

Grant Date RSUs PSAs Options

March 12, 2026 335,408 119,012 112,765

June 3, 2025 333 — —

Total 335,408 119,012 112,765

5 unchanged sentences

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.

As of March 29, 2026, there were 1,141,294 stock awards outstanding and 4,734,038 shares remaining available for issuance under the 2022 Incentive Plan.

SPROUTS FARMERS MARKET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2013 Incentive Plan

7 unchanged sentences

RSUs generally vest annually over a period of two or three years from the grant date.

PSAs granted in 2022 were subject to the Company achieving certain EBIT performance targets for the 2024 fiscal year.

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 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.

The performance conditions with respect to fiscal year 2025 EBIT were deemed to have been met, and the PSAs vested at the maximum payout level on the third anniversary of the grant date (March 2026).

During the thirteen weeks ended March 29, 2026, 286,680 of the PSAs vested.

There were no outstanding 2023 PSAs as of March 29, 2026.

PSAs granted in 2024 are subject to the Company achieving certain EBIT performance targets for the 2026 fiscal year.

The criteria was based on a range of performance targets in which grantees may earn 0 % to

SPROUTS FARMERS MARKET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

200 % of the base number of awards granted.

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).

8 unchanged sentences

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

Thirteen weeks ended

March 29, 2026 March 30, 2025

Share-based compensation expense $ 8,563 $ 6,656

The following share-based awards were outstanding under the 2022 and 2013 Incentive Plans as of September 28, 2025 and September 29, 2024:

September 28, 2025 September 29, 2024

SPROUTS FARMERS MARKET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following share-based awards were outstanding under the 2022 and 2013 Incentive Plans as of March 29, 2026 and March 30, 2025:

March 29, 2026 March 30, 2025

(in thousands)

1 unchanged sentence

Unvested 199 213

As of September 28, 2025, total unrecognized compensation expense and remaining weighted average recognition period related to outstanding share-based awards were as follows:

As of March 29, 2026, total unrecognized compensation expense and remaining weighted average recognition period related to outstanding share-based awards were as follows:

expense Remaining

2 unchanged sentences

PSAs 22,634 2.2

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.

SPROUTS FARMERS MARKET, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Total unrecognized compensation expense at March 29, 2026 $ 75,407

During the thirteen weeks ended March 29, 2026 and March 30, 2025, no options were exercised.

The Company’s goodwill balance was $ 381.8 million as of March 29, 2026 and December 28, 2025.

As of March 29, 2026 and December 28, 2025, 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.

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.

No stores were closed during the thirteen weeks ended March 29, 2026 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.

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-Q

Item 1. Financial Statements