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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 19, 2026
Sprouts Farmers Market, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3602932-0331600
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
5455 E. High Street, Suite 111
Phoenix, Arizona 85054
(Address of principal executive offices and zip code)
(480) 814-8016
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.001 par valueSFMNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Appointment of Andrew Jhawar to the Board of Directors

On May 19, 2026, Sprouts Farmers Market, Inc. (the “Company”) announced the appointment of Andrew Jhawar to its Board of Directors (the “Board”) as a Class III director with a term expiring at the Company’s 2028 annual meeting of stockholders. Mr. Jhawar will serve on the Audit Committee of the Board.
Mr. Jhawar will participate in the standard compensation plan for the Company’s independent directors, including eligibility to receive equity grants, as described in the Company’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 7, 2026. Mr. Jhawar will also enter into the Company’s form of director and officer indemnification agreement, included as Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2026.
There are no family relationships between Mr. Jhawar and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions currently proposed. There is no arrangement or understanding between Mr. Jhawar and any other person pursuant to which Mr. Jhawar was elected as a director. Upon Mr. Jhawar’s appointment, the size of the Board of Directors will temporarily increase from eight to nine members.
On May 19, 2026, the Company issued a press release announcing Mr. Jhawar’s appointment to and Doug Rauch’s retirement from the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Following Mr. Rauch’s retirement, the Board will revert to eight members.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits
Exhibit
Number
Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SPROUTS FARMERS MARKET, INC.
Date: May 19, 2026By:/s/ Brandon F. Lombardi
Name:Brandon F. Lombardi
Title:Chief Legal Officer and Corporate Secretary

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Investor Contact:
Media Contact:
Susannah Livingston
media@sprouts.com
(602) 682-1584

susannahlivingston@sprouts.com

Sprouts Farmers Market Appoints Andrew Jhawar to its Board of Directors
PHOENIX, Ariz. – (Business Wire) – May 19, 2026 – Sprouts Farmers Market, Inc. (Nasdaq: SFM) today announced the addition of Andrew Jhawar to its board of directors.
“We are excited to welcome Andy Jhawar to our board of directors,” said Joseph Fortunato, chairman of the board of Sprouts. “Andy’s unparalleled depth of experience in the consumer and retail industry will be invaluable to the company as we continue to execute on our long-term growth strategy.”
Jhawar was formerly a partner at Apollo Global Management, Inc., having retired in December 2024 after nearly 25 years, where he oversaw private equity investment transactions in the consumer and retail industry. Jhawar previously served on the Sprouts board of directors from April 2011 to February 2016. Jhawar currently serves on the board of directors at The Michaels Companies, PetSmart and The Stand and previously served as a board member at a number of companies in the consumer and retail industry, including, among several others, Hostess Brands, Heritage Grocers Group, The Fresh Market and Smart & Final.
“I am thrilled to re-join Sprouts’ board at this time,” said Jhawar. “I look forward to working with the board and executive leadership team in contributing to the next phase of Sprouts’ growth as the company continues to build on its mission to help people live and eat better.”
As previously disclosed, current board member Doug Rauch will not be standing for reelection at the Company’s upcoming annual meeting on May 20, 2026 and will be retiring from the board at that time. “On behalf of the entire board of directors, I want to thank Doug for his years of service and many contributions to Sprouts,” said Fortunato.
About Sprouts Farmers Market, Inc.
Sprouts Farmers Market is one of the largest and fastest growing specialty retailers of fresh, natural and organic food in the United States. Sprouts helps people live and eat better with fresh produce at the heart of the store and delicious discoveries for every dietary lifestyle. Always foraging for what’s fresh and innovative, Sprouts offers a carefully curated assortment of products that inspire wellness naturally, including organic, gluten-free, plant-based and non-GMO favorites. Headquartered in Phoenix, AZ, Sprouts employs more than 36,000 team members and operates more than 480 stores in 25 states nationwide. To learn more about Sprouts and the role it plays in its communities, visit sprouts.com/about/.

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Source: Sprouts Farmers Market, Inc
Phoenix, AZ
5/19/26