Sprouts Farmers Market (SFM) risk factors, FY2025 10-K

Sprouts Farmers Market's FY2025 10-K, filed Feb 19, 2026, lists 43 risk factors in 4 groups. Against the prior year's 44: 2 new, 3 dropped, 10 substantially reworded.

Risk factors listed
434 groups
New this year
2vs 44 last year
Dropped
3since the prior 10-K
Substantially reworded
10of those kept
Section length
11k wordsItem 1A

What the changes say

  • KeHE now represents 52% of purchases, with its contract extended through July 2035; UNFI adds 12% through July 2026.
  • New risks address product recalls and PFAS restrictions affecting food packaging and foodware.
  • Advertising risk now specifically includes natural, organic and GMO claims and potential reputation and profitability effects.
  • Commodity risk adds animal disease outbreaks, including avian flu, and competitor price cuts after price decreases.

What changed since the prior 10-K

New

  • NewBusiness and Operating Risks

    Product recalls or other product liability claims could materially and adversely affect us

    Contamination, spoilage, tampering, allergens, adulteration or other quality problems could trigger recalls, destroying products, reducing sales, damaging trust and disrupting suppliers.

  • NewFinancial Reporting, Legal and Other Regulatory Risks

    Food Packaging and PFAS

    State bans on intentionally added PFAS in food packaging and foodware could require compliance changes as restrictions expand across Sprouts’ markets.

Dropped

  • DroppedFinancial Reporting, Legal and Other Regulatory Risks

    Organic and GMO Claims

  • DroppedFinancial Reporting, Legal and Other Regulatory Risks

    Food and FSMA Implementation Costs

  • DroppedFinancial Reporting, Legal and Other Regulatory Risks

    Ecommerce Platform and Third-Party Risks

Reworded

  • 89% rewrittenFinancial Reporting, Legal and Other Regulatory Risks

    Advertising and Product Claims Risks

    Adds state and private lawsuits over natural, organic and GMO claims, with explicit risks to reputation, profitability and consumer confidence.

  • 80% rewrittenFinancial Reporting, Legal and Other Regulatory Risks

    Foods, Dietary Supplements, CBD and Homeopathic Product Risks

    Removes specific CBD topical or ingestible language and DSHEA references; adds state efforts to align CBD sales laws with federal laws.

    Was: Dietary Supplement, CBD and Homeopathic Product Risks

  • 56% rewrittenBusiness and Operating Risks

    Disruption of significant distributor relationships could negatively affect our business

    KeHE’s share rose to 52% from 50%, its contract now runs through July 2035, and UNFI represents 12% of purchases.

    Was: Disruption of significant supplier relationships could negatively affect our business

  • 45% rewrittenFinancial Reporting, Legal and Other Regulatory Risks

    Our business and reputation may be adversely impacted by evolving sustainability matters

    Adds consequences for inaccurate or noncompliant sustainability reporting and failure to meet goals, including effects on growth and financial performance.

    Was: Our business and reputation may be adversely impacted by evolving environmental, social and governance matters

  • 42% rewrittenCommon Stock Ownership Risks

    Our stock price may be volatile, and you may not be able to resell your shares at or above the price you paid for them or at all

    Adds a specific trigger: stock-price declines if operating results or outlook fall below analyst and investor expectations.

  • 39% rewrittenFinancial Reporting, Legal and Other Regulatory Risks

    Legal proceedings could materially impact our business, financial condition, results of operations and cash flows

    Broadens potential claimants to suppliers, distributors, stockholders, applicants and government agencies, and adds marketing and advertising litigation.

  • 36% rewrittenMarket and Other External Risks

    Fluctuations in product and commodity availability and prices, including from the impact of tariffs, may impact profitability

    Adds animal disease outbreaks such as avian flu, identifies proteins, removes specific tariff countries and rates, and adds competitor price cuts after price decreases.

  • 33% rewrittenMarket and Other External Risks

    General economic conditions that impact consumer spending or result in competitive responses could adversely affect our business

    Recasts macroeconomic factors as having already affected operating results, while retaining risks to demand and product prices.

  • 27% rewrittenMarket and Other External Risks

    The current geographic concentration of our stores creates an exposure to local or regional downturns or catastrophic occurrences and the impact of climate change

  • 23% rewrittenFinancial Reporting, Legal and Other Regulatory Risks

    If our goodwill or other intangible assets become impaired, we may be required to record a significant charge to earnings

All 43 risk factors

Headings as the filing states them, in filing order.

Market and Other External Risks

  1. 01General economic conditions that impact consumer spending or result in competitive responses could adversely affect our business33% rewritten
  2. 02Our failure to compete successfully in our competitive industry may adversely affect our revenues and profitability
  3. 03We rely heavily on sales of fresh produce and quality fresh, natural and organic products, and product supply disruptions may have an adverse effect on our profitability and operating results
  4. 04The current geographic concentration of our stores creates an exposure to local or regional downturns or catastrophic occurrences and the impact of climate change27% rewritten
  5. 05Fluctuations in product and commodity availability and prices, including from the impact of tariffs, may impact profitability36% rewritten
  6. 06Supply chain disruptions may delay our store growth plans
  7. 07Widespread health epidemics or other incidents beyond our control could materially impact our business
  8. 08Increasing energy costs, unless offset by more efficient usage or other operational responses, may impact our profitability
  9. 09We may require additional capital to fund the expansion of our business, and our inability to obtain such capital could harm our business

Business and Operating Risks

  1. 10Our ability to execute on our long-term growth strategy largely depends on new store openings, and our failure to successfully open new stores could negatively impact our business
  2. 11Real or perceived concerns that products we sell could cause unexpected illness, side effects, injury or death could result in their discontinuance or expose us to lawsuits, either of which could result in unexpected costs and damage to our reputation
  3. 12Product recalls or other product liability claims could materially and adversely affect usNew
  4. 13Any significant interruption in the operations of our distribution centers or supply chain network could disrupt our ability to deliver our produce, meat and seafood, and other products in a timely manner
  5. 14Disruption of significant distributor relationships could negatively affect our business56% rewritten
  6. 15Disruptions to, security breaches or non-compliance involving, our information technology systems could harm our ability to run our business and expose us to potential liability and loss of revenues
  7. 16If we are unable to successfully identify market trends and react to changing consumer preferences in a timely manner, our sales may decrease
  8. 17Our newly opened stores may negatively impact our financial results in the short-term, and may not achieve sales and operating levels consistent with our more mature stores on a timely basis or at all
  9. 18We may be unable to maintain or increase comparable store sales, which could negatively impact our business and stock price
  10. 19We may be unable to maintain or improve our operating margins, which could adversely affect our financial condition and ability to grow
  11. 20If we fail to maintain our reputation and the value of our brand, our sales may decline
  12. 21If we are unable to protect against inventory shrink, our results of operations and financial condition could be adversely affected
  13. 22The loss of key management could negatively affect our business
  14. 23If we are unable to attract, train and retain team members, we may not be able to grow or successfully operate our business
  15. 24Union attempts to organize our team members could negatively affect our business
  16. 25Higher wage and benefit costs could adversely affect our business
  17. 26Our lease obligations could adversely affect our financial performance and may require us to continue paying rent for store locations that we no longer operate
  18. 27Claims under our insurance plans may differ from our estimates, which could materially impact our results of operations
  19. 28We may be unable to generate sufficient cash flow to satisfy our debt service obligations, which could adversely impact our business
  20. 29Covenants in our Credit Agreement restrict our operational flexibility

Financial Reporting, Legal and Other Regulatory Risks

  1. 30Legal proceedings could materially impact our business, financial condition, results of operations and cash flows39% rewritten
  2. 31Foods, Dietary Supplements, CBD and Homeopathic Product Risks80% rewritten
  3. 32Advertising and Product Claims Risks89% rewritten
  4. 33Food Packaging and PFASNew
  5. 34We may be unable to adequately protect our intellectual property rights, which could harm our business
  6. 35Changes in accounting standards may materially impact reporting of our financial condition and results of operations
  7. 36If our goodwill or other intangible assets become impaired, we may be required to record a significant charge to earnings23% rewritten
  8. 37Our nutrition-oriented educational activities may be impacted by government regulation or our inability to secure adequate liability insurance
  9. 38Our business and reputation may be adversely impacted by evolving sustainability matters45% rewritten

Common Stock Ownership Risks

  1. 39Our stock price may be volatile, and you may not be able to resell your shares at or above the price you paid for them or at all42% rewritten
  2. 40Anti-takeover provisions could impair a takeover attempt and adversely affect existing stockholders
  3. 41If securities or industry analysts cease publishing research or reports about us, our business, or our market, or if they adversely change their recommendations regarding our stock, our stock price and trading volume could decline
  4. 42Since we do not expect to pay any cash dividends in the near future, investors may be forced to sell their stock in order to obtain a return on their investment
  5. 43Our business could be impacted as a result of actions by activist stockholders or others

Other Sprouts Farmers Market 10-Ks

  • FY2024 10-K risk factors
    40 risks

    Store growth depends on opening profitable locations while managing leases, capital needs, supply chain constraints and geographic concentration.

    Filed Feb 20, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.