Sprouts Farmers Market, Inc.
For the period ended May 20, 2026. Filed Apr 7, 2026.
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May 20, 2026 · Filed Apr 7, 2026
Contents
Appendix A
APPENDIX A
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
This proxy statement contains certain non-GAAP financial measures, including Adjusted EBIT in discussing our company’s financial performance, as well as Plan EBIT, that was used as a performance target in certain of our performance-based compensation items during fiscal 2025 and prior fiscal years as disclosed in the “Executive Compensation – Pay vs. Performance” section of this proxy statement. These measures are not calculated in accordance with accounting principles generally accepted in the United States of America (referred to as “GAAP”).
We define Adjusted EBIT as net income before interest expense and provision for income tax, excluding certain special items we do not consider representative of our ongoing financial performance. Plan EBIT may contain further adjustments, as determined by our talent and compensation committee.
We believe the presentation of Adjusted EBIT aids in the understanding of our business performance, but is not intended to be an alternative to the comparable GAAP measures. For the fiscal year ended December 28, 2025, there were no further adjustments used by our talent and compensation committee to determine Plan EBIT for purposes of certain of our performance-based compensation items; thus only Adjusted EBIT is presented below.
These non-GAAP measures are intended to provide additional information only and do not have any standard meaning prescribed by GAAP. Use of these terms below may differ from similar measures reported by other companies. Because of their limitations, these non-GAAP measures should not be considered as measures of discretionary cash available to use to reinvest in growth of our business, or as measures of cash that will be available to meet our obligations. These non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.
The following table shows a reconciliation of EBIT to net income for the fiscal years ended December 28, 2025, December 29, 2024, December 31, 2023 and January 1, 2023:
Sprouts Farmers Market | A-1 |Proxy Statement 2026
Appendix A
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
NON-GAAP MEASURE RECONCILIATION
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
| Fifty-two Weeks Ended December 28, 2025 | Fifty-two Weeks Ended December 29, 2024 | Fifty-two Weeks Ended December 31, 2023 | Fifty-two Weeks Ended January 01, 2023 | |
|---|---|---|---|---|
| Net income | $523,670 | $380,601 | $258,856 | $261,164 |
| Income tax provision | 165,114 | 126,097 | 84,884 | 88,149 |
| Interest expense, net | (2,626) | (2,201) | 6,491 | 9,047 |
| Earnings before interest and taxes (EBIT) | 686,158 | 504,497 | 350,231 | 358,360 |
| Special items (1) | — | — | 46,034 | — |
| Adjusted EBIT | $686,158 | $504,497 | $396,265 | $358,360 |
(1)For the fifty-two weeks ended December 31, 2023, special items included approximately $28 million in Store Closure and other costs, net primarily related to impairment charges and $6 million in Depreciation and amortization (exclusive of depreciation in cost of sales) for accelerated depreciation in connection with store closures, $9 million in Selling, general and administrative expenses related to store closures, our supply chain transition and acquisition related costs, and $3 million in Cost of sales related to store closures and our supply chain transition. After-tax impact included the tax benefit on the pre-tax charge.
Sprouts Farmers Market | A-2 |Proxy Statement 2026
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