Sprouts Farmers Market, Inc.
For the period ended Dec 28, 2025. Filed Feb 19, 2026.
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FY2025 · Filed Feb 19, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)Documents filed as part of this report:
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.”
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.
Exhibits: See Item 15(b) below.
(b)Exhibits:
| ExhibitNumber | 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 (12) |
| 10.7.3(c)* | 2024 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan (13) |
| 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 (14) |
| 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 (15) |
| 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.
(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.
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