Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.   )

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

 

 

SWEETGREEN, INC.

3102 36th Street

Los Angeles, CA 90018

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 11, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Sweetgreen, Inc., a Delaware corporation (the "Company"). The Annual Meeting will be held on Thursday, June 11, 2026, at 9:00 a.m. Pacific Time.

The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions, and vote online during the meeting by visiting www.virtualshareholdermeeting.com/SG2026 and entering the 16-digit Control Number included in your Notice of Internet Availability of Proxy Materials, in your voting instruction form, or in the instructions you receive via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log in to the webcast beginning at 8:45 a.m. Pacific Time, on Thursday, June 11, 2026.

A complete list of record stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days ending on the day prior to the meeting. If you would like to view the list, please email us at [email protected].

The Annual Meeting will be held for the following purposes:

These items of business are more fully described in the proxy statement accompanying this Notice.

The record date for the Annual Meeting is April 13, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

By Order of the Board of Directors

 

Jonathan Neman

Co-Founder, President, Chief Executive Officer, and Chair of the Board of Directors

Los Angeles, California

April 23, 2026

 

 

SWEETGREEN, INC.

3102 36th Street

Los Angeles, CA 90018

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2026

 

This proxy statement and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 28, 2025, are available at investor.sweetgreen.com and www.proxyvote.com.

Meeting Agenda

Table of Contents

PROXY MATERIALS AND VOTING

If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker, or other holder of record), you will need to contact that bank, broker, or other holder of record to obtain your Control Number prior to the Annual Meeting.

Will a list of record stockholders as of the record date be available?

A list of our record stockholders as of the close of business on April 13, 2026, the record date, will be made available to stockholders for a period of ten days ending the day prior to the Annual Meeting. The list will be available for examination by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To access the list of record stockholders during this period, stockholders should email [email protected].

Where can I get technical assistance if I am having trouble accessing the meeting or during the meeting?

If you have difficulty accessing the meeting or during the meeting, please refer to the technical support telephone number posted on the virtual meeting website login page, where technicians will be available to help you.

For the Annual Meeting, how do I ask questions of management and the Board?

Stockholders may submit questions relevant to the proposals to be voted on at the Annual Meeting through www.virtualshareholdermeeting.com/SG2026. Questions that are not relevant to the proposals to be voted on at the Annual Meeting will not be responded to during the formal portion of the Annual Meeting. We also plan to spend up to 15 minutes answering appropriate stockholder questions after the conclusion of the formal portion of the Annual Meeting, and will include as many stockholder questions that comply with the rules of conduct for the Annual Meeting as the allotted time permits. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/SG2026.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 13, 2026 will be entitled to vote at the Annual Meeting. On the record date, there were 118,821,743 shares of common stock, consisting of 106,928,185 shares of our Class A common stock and 11,893,558 shares of our Class B common stock, outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on April 13, 2026, your shares were registered directly in your name with Sweetgreen's transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return your vote by proxy over the telephone, vote by proxy through the Internet, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on April 13, 2026, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, or other similar organization, then you are the beneficial owner of shares held in "street name" and the Notice should be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent regarding how to vote the shares in your account. You must follow the instructions provided by that organization for that organization to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with a 16-digit Control Number via email or on your Notice or your voting instruction form. If your shares are held in an account with an organization providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by that organization. If you did not receive

a 16-digit Control Number via email or on your Notice or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank, or other stockholder of record, including any requirement to obtain a valid legal proxy. Many brokers, banks, and other stockholders of record allow a beneficial owner to obtain a valid legal proxy either online or by mail, and we recommend that you contact your broker, bank, or other stockholder of record to do so.

What am I voting on?

There are three matters scheduled for a vote:

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

For Proposal 1, you may either vote "For" all the nominees to the Board or you may "Withhold" your vote for all or any nominee to the Board that you specify. For each of the other matters to be voted on, you may vote "For" or "Against" or abstain from voting on that matter.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting or you may vote by proxy over the telephone, through the Internet, or using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote at the Annual Meeting even if you have already voted by proxy. This is only required if you want to change your original vote, since votes will not be double counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from Sweetgreen. You must follow these instructions for your bank, broker, or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with your 16-digit Control Number via email or on your Notice or your voting instruction form. If your shares are held in an account with a broker, bank, or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by that organization. If you did not receive a 16-digit Control Number via email or on your Notice or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank, or other stockholder of record, including any requirement to obtain your 16-digit Control Number. Many brokers, banks, and other stockholders of record allow a beneficial owner to obtain their 16-digit Control Number either online or by mail, and we recommend that you contact that organization to do so.

How many votes do I have?

Each share of Class A common stock you owned as of April 13, 2026 is entitled to one vote on each proposal and each share of Class B common stock you owned as of April 13, 2026 is entitled to ten votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our "common stock."

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet, or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, "For" the election of all nine nominees for director, "For" the ratification of the selection by the Audit Committee of the Board of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2026, and "For" the non-binding, advisory vote on the compensation of our named executive officers. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using their best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker, bank, or other agent with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank, or other agent how to vote your shares, your broker, bank, or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange ("NYSE"), brokers, banks, and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your "uninstructed" shares with respect to matters considered to be "routine" under NYSE rules, but not with respect to "non-routine" matters. In this regard, Proposal 1 and Proposal 3 are considered to be "non-routine" under NYSE rules, meaning that your broker, bank, or other agent may not vote your shares on those proposals in the absence of your voting instructions. Proposal 2 is considered to be a "routine" matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker, bank, or other agent in its discretion on Proposal 2.

Who is paying for this proxy solicitation?

Sweetgreen will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by email, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or Internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank, or other agent, you should follow the instructions provided by that organization.

When are stockholder proposals and director nominations due for next year's annual meeting of stockholders?

With respect to proposals to be included in next year's proxy materials, your proposal must be submitted in writing by December 30, 2026 to Sweetgreen, Inc. at the Company's principal executive offices, Attention: Secretary, and must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

With respect to proposals (including director nominations) not to be included in next year's proxy materials pursuant to Rule 14a-8 of the Exchange Act, our amended and restated bylaws provide that your proposal must be submitted in writing between February 11, 2027 and March 13, 2027 to Sweetgreen, Inc. at the Company's principal executive offices, Attention: Secretary, and must comply with the requirements in our amended and restated bylaws, provided, however,

that if our 2027 Annual Meeting of Stockholders is held before May 12, 2027 or after July 11, 2027, then the proposal must be received by us no earlier than 120 days prior to such annual meeting and no later than the later of (i) 90 days prior to the date of such annual meeting and (ii) the 10^th day following the day on which public announcement of the date of such annual meeting is first made by us.

In addition, stockholders who intend to solicit proxies in support of director nominees other than our Board's nominees must also comply with the requirements of Rule 14a-19 under the Exchange Act.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for Proposal 1 to elect directors, votes "For," "Withhold," and broker non-votes; and for Proposal 2 and Proposal 3, votes "For" and "Against," abstentions and, if applicable, broker non-votes. Abstentions are not applicable with respect to Proposal 1. Abstentions will have the same effect as "Against" votes for Proposal 2 and Proposal 3. Broker non-votes on Proposals 1 and 3 will have no effect and will not be counted towards the vote total. Proposal 2 is considered a "routine" matter and, accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other agent that holds your shares, that organization has discretionary authority to vote your shares on Proposal 2.

What are "broker non-votes"?

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to their broker, bank, or other securities intermediary holding their shares as to how to vote on matters deemed to be "non-routine" under NYSE rules, that organization cannot vote the shares. These un-voted shares are counted as "broker non-votes." Proposal 1 and Proposal 3 are considered to be "non-routine" under NYSE rules and we therefore expect broker non-votes to exist in connection with those proposals. Proposal 2 is a "routine" matter and therefore broker non-votes are not expected to exist in connection with that proposal.

How many votes are needed to approve each proposal?

For Proposal 1, the election of directors, the nine nominees receiving the most "FOR" votes from the holders of shares present in person, by remote communication, or represented by proxy at the meeting and entitled to vote on the election of directors will be elected. Only votes "FOR" will affect the outcome. Broker non-votes will have no effect.

To be approved, Proposal 2, ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2026, must receive "FOR" votes from the holders of a majority of the voting power of the shares present in person, by remote communication, or represented by proxy at the meeting and entitled to vote on the subject matter. If you "Abstain" from voting on this proposal, it will have the same effect as an "Against" vote on this proposal.

For Proposal 3, the approval, on an advisory basis, of the compensation of our named executive officers will be obtained if such proposal receives "FOR" votes from the holders of a majority of the voting power of the shares present in person, by remote communication, or represented by proxy at the meeting and entitled to vote on the subject matter. If you "Abstain" from voting on this proposal, it will have the same effect as an "Against" vote on this proposal. Broker non-votes will have no effect.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote at the Annual Meeting are present in person, by remote communication, or by proxy.

Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or the holders of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy and entitled to vote may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

PROPOSAL 1: ELECTION OF DIRECTORS

Neil Blumenthal
			Director Since 2018 Age: 45 Independent Compensation Committee
Mr. Blumenthal has served as a member of our Board since April 2018. Since February 2010, Mr. Blumenthal has served as the Co-Chief Executive Officer at Warby Parker, a direct-to-consumer lifestyle brand focused on vision for all, which he co-founded. Mr. Blumenthal also serves on the board of directors for Warby Parker and for the following the non-profit organizations: Warby Parker Impact Foundation, the Partnership Fund for New York City, Tech:NYC, and Robin Hood Foundation. He is also a General Partner of Good Friends, LLC, a venture capital firm. From August 2018 to June 2025, Mr. Blumenthal served on the board of directors for Allbirds. He holds a B.A. from Tufts University and a M.B.A. from The Wharton School of the University of Pennsylvania.
Director Qualifications We believe Mr. Blumenthal is qualified to serve on our Board due to his experience in the consumer product and technology industries as a founder and executive officer.

Julie Bornstein
			Director Since 2021 Age: 56 Independent Audit and Nominating and Corporate Governance Committees
Ms. Bornstein has served as a member of our Board since May 2021. Since July 2023, Ms. Bornstein has served as co-founder and Chief Executive Officer of Daydream, a venture-backed startup. From January 2023 to June 2023, Ms. Bornstein served as an advisor to, and until January 2023 served as an executive at, Pinterest, following its acquisition of THE YES, a personalized shopping app company that Ms. Bornstein founded and where she served as the founder and Chief Executive Officer from January 2018 until it was acquired by Pinterest in June 2022. She served as the Chief Operating Officer of Stitch Fix, a personal style service and online retailer, from March 2015 to September 2017. Previously, Ms. Bornstein served as Chief Marketing Officer and Chief Digital Officer of Sephora LVMH from August 2007 to March 2015. She served as a member of the board of directors of WW International from February 2019 to April 2026, and as a member of the board of directors of Redfin Corporation from October 2016 to July 2025. Ms. Bornstein holds a B.A. and an M.B.A. from Harvard University.
Director Qualifications We believe Ms. Bornstein is qualified to serve on our Board due to her experience in the consumer product and technology industries as a founder and executive officer.

Cliff Burrows
			Director Since 2020 Age: 66 Lead Independent Director Audit and Compensation (Chair) Committees
Mr. Burrows has served as a member of our Board since June 2020. From April 2022 to August 2025, Mr. Burrows served as Executive Advisor to the Chief Executive Officer of Starbucks Corporation, a multinational coffee company. From April 2001 to January 2020, Mr. Burrows served in various executive roles at Starbucks. He served as Group President, Siren Retail business from October 2016 to January 2020, as Group President, U.S. & America segment from September 2011 to October 2016, and as President of Starbucks U.S. from March 2008 to September 2011.
Director Qualifications We believe Mr. Burrows is qualified to serve on our Board due to his extensive experience in the restaurant industry as an executive officer.

Nicolas Jammet
			Director Since 2017 Age: 41 Not Independent Chief Concept Officer
Mr. Jammet is one of our co-founders and has served in various executive roles since our inception, most recently as our Chief Concept Officer since December 2017. Mr. Jammet has also served as a member of our Board since October 2009. As Chief Concept Officer, Mr. Jammet is responsible for overseeing our supply chain, automation, and culinary departments. From December 2020 to February 2026, Mr. Jammet served as our Secretary, from June 2014 to December 2017, Mr. Jammet served as our Co-Chief Executive Officer, and from October 2009 to June 2014, Mr. Jammet served as our President. He holds a B.S. from Georgetown University's McDonough School of Business.
Director Qualifications We believe Mr. Jammet is qualified to serve on our Board due to the perspective and experience he brings as one of our co-founders and our Chief Concept Officer.

Montgomery Moran
			Director Since 2025 Age: 59 Independent Nominating and Corporate Governance Committee
Mr. Moran has served as a member of our Board since June 2025. From March 2005 to December 2016, Mr. Moran served in various executive roles at Chipotle Mexican Grill, including serving as Co-Chief Executive Officer starting in January 2009. Prior to joining Chipotle, Mr. Moran was the head of litigation and then Managing Partner and Chief Executive Officer at the Denver-based law firm of Messner and Reeves, which he led for ten years. Mr. Moran holds a B.A. from the University of Colorado Boulder and a J.D. from Pepperdine University.
Director Qualifications We believe Mr. Moran is qualified to serve on our Board due to his experience in the restaurant industry and as an executive officer.

Jonathan Neman
			Director Since 2009 Age: 41 Not Independent Chair of the Board of Directors President and Chief Executive Officer
Mr. Neman is one of our co-founders and has served in various executive roles since our inception, most recently as our President since February 2018 and Chief Executive Officer since December 2017. Mr. Neman has served as a member of our Board since October 2009. Prior to his roles as President and Chief Executive Officer, Mr. Neman served as our Co-Chief Executive Officer from October 2009 to December 2017. He holds a B.S. from Georgetown University's McDonough School of Business.
Director Qualifications We believe Mr. Neman is qualified to serve on our Board due to the perspective and experience he brings as one of our co-founders and our Chief Executive Officer.

Dawn Ostroff
			Director Since 2025 Age: 66 Independent Compensation and Nominating and Corporate Governance (Chair) Committees
Ms. Ostroff has served as a member of our Board since June 2025. From August 2018 to April 2023, Ms. Ostroff served as the Chief Content & Advertising Business Officer at Spotify Technology, where she oversaw all global content, content operations, and advertising revenue for the company. Prior to her role at Spotify, Ms. Ostroff held executive leadership roles at Condé Nast Entertainment, The CW Network, Lifetime Entertainment Services, and United Paramount Network (UPN). Ms. Ostroff currently serves as a member of the board of directors of Mattel and as a member of the New York University Faculty of Arts & Science Board, and she previously served on the board of directors of Paramount Global, Activision Blizzard, and Westfield Corporation. Ms. Ostroff holds a B.S. in Journalism from Florida International University.
Director Qualifications We believe Ms. Ostroff is qualified to serve on our Board due to her extensive experience in the media and advertising industries and as an executive officer.

Nathaniel Ru
			Director Since 2009 Age: 40 Not Independent
Mr. Ru is one of our co-founders and has served as a member of our Board since October 2009. From our inception to December 2025, Mr. Ru held various executive roles at the Company. He served as our Chief Brand Officer from December 2017 to December 2025, as our Treasurer from December 2020 to December 2025, and as our Co-Chief Executive Officer from October 2009 to December 2017. He holds a B.S. from Georgetown University's McDonough School of Business.
Director Qualifications We believe Mr. Ru is qualified to serve on our Board due to the perspective and experience he brings as one of our co-founders and as a former executive officer of the Company.

	The Board of Directors recommends a vote in favor of each named nominee.

CORPORATE GOVERNANCE

Role of the Board in Risk Oversight

One of the Board's key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for Sweetgreen. In connection with its reviews of the operations of our business, our full Board addresses holistically the primary risks associated with our business, including periodic meetings with our food safety and cybersecurity personnel to review food safety and cybersecurity risks, respectively. Our Board shares with our Audit Committee of the Board (the "Audit Committee") the responsibility of assessing and mitigating food safety and cybersecurity risks, including related data privacy risks. Our Board appreciates the evolving nature of our business and industry and is actively involved in monitoring new threats and risks as they emerge.

Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements (which includes a quarterly review of litigation and whistleblower complaints), in addition to oversight of the performance of our internal audit function. Audit Committee responsibilities also include shared oversight with our full Board over food safety and cybersecurity risks. Our full Board and our Audit Committee meet periodically with our management responsible for food safety and cybersecurity risk management, and receive periodic reports from the heads of food safety and cybersecurity risk management, as well as reports on significant food safety and cybersecurity incidents as they arise. Our Nominating Committee monitors the effectiveness of our corporate governance guidelines and code of business conduct and ethics and oversees our environmental, social, and governance (ESG) practices and strategies. Our Compensation Committee of the Board (the "Compensation Committee") assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking as well as overseeing our succession planning for our management team. Each of our standing committees typically provides a report to our Board at each regularly scheduled Board meeting.

Information Regarding Meetings and Committees of the Board

The Board met five times during fiscal year 2025. Each Board member attended over 75% of the aggregate number of fiscal year 2025 meetings of the Board and of the committees on which they served.

When our independent/non-management directors meet during Board meetings in regularly scheduled executive sessions at which only non-management/independent directors are present, Mr. Burrows, our lead independent director, presides over such executive sessions.

The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table provides Board membership information as of the date of this proxy statement, including for each of the Board committees:

In fiscal year 2025, the Audit Committee met four times, the Compensation Committee met seven times, and the Nominating Committee met two times.

Below is a description of each standing committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate, to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable NYSE rules and regulations regarding "independence."

Audit Committee

Our Audit Committee consists of Julie Bornstein, Cliff Burrows, and Bradley Singer. Our Board has determined that each member of the Audit Committee satisfies the independence requirements under NYSE listing standards and Rule 10A-3(b)(1) of the Exchange Act and that Bradley Singer is an "audit committee financial expert" within the meaning of SEC regulations. The chair of our Audit Committee is Mr. Singer. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our Board has examined each Audit Committee member's scope of experience and the nature of their employment in the corporate finance sector, if any.

The principal duties and responsibilities of our Audit Committee include, among other things:

•	reviewing our policies on risk assessment and risk management, including but not limited to those related to food safety and cybersecurity risks, and overseeing our compliance program;

•	reviewing related party transactions;

•	obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

•	approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

•	reviewing and establishing general policies relating to compensation and reviewing our overall compensation philosophy;

•	reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans;

•	reviewing and approving, either as a committee or together with the other independent directors, as directed by the Board, the corporate goals and objectives relevant to our Chief Executive Officer's compensation and determining and approving our Chief Executive Officer's compensation;

•

reviewing and approving, or recommending that our Board approve, the individual and corporate performance goals and objectives relevant to compensation of our other executive officers, evaluating the performance of our other executive officers, taking into account the recommendations of our Chief Executive Officer, and approving (or making recommendations to the Board for approval of) their compensation;

(1)

The material in this report is not "soliciting material," is not deemed "filed" with the Commission, and is not to be incorporated by reference in any filing of Sweetgreen, Inc. under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

•	administering our equity and non-equity incentive plans;

•	reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives;

•	reviewing and evaluating succession plans for our executive officers;

•	overseeing policies and strategies relating to human capital management;

•	administering our stock ownership guidelines for our executive officers and directors;

•	establishing, approving, modifying, and overseeing compensation clawbacks and similar policies, and any required recoupment and disclosure;

•	approving the retention of compensation consultants and outside service providers and advisors; and

•	reviewing and recommending to our Board the compensation of our directors.

•	identifying, evaluating, and recommending that our Board approve nominees for appointment, election, or reelection to our Board and its committees;

•	approving the retention of director search firms;

•	evaluating the performance of our Board and of individual directors;

(1)

The material in this report is not "soliciting material," is not deemed "filed" with the Commission, and is not to be incorporated by reference in any filing of Sweetgreen, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Board has adopted a written Nominating Committee charter that is available to stockholders on our website at investor.sweetgreen.com.

Our Nominating Committee will consider director candidates recommended by stockholders so long as such recommendations comply with our amended and restated certificate of incorporation, our amended and restated bylaws, and applicable laws, rules, and regulations, including those promulgated by the SEC. The Nominating Committee does not intend to alter the manner in which it evaluates a candidate for nomination to the Board based on whether or not the candidate was recommended by a stockholder. This process is designed to ensure that our Board includes members with diverse backgrounds, skills, and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should deliver a written recommendation to the Secretary, Sweetgreen, Inc., at the Company's principal executive offices, with a copy sent via email to [email protected]. To be timely for the 2027 Annual Meeting of Stockholders, nominations must be received by our Secretary observing the same deadlines for stockholder proposals discussed above under "Proxy Materials and Voting-When are stockholder proposals and director nominations due for next year's annual meeting of stockholders?" Recommendations should include the candidate's name, home and business contact information, detailed biographical data and relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company, and evidence of the recommending stockholder's ownership of the Company's capital stock. The recommendation should also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership.

Stockholder Engagement and Communications with the Board of Directors

Our relationship with our stockholders is an important part of our corporate governance program. Engaging with stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices, or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, and investor and industry conferences. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases, and our website. Our webcasts for quarterly earnings releases are open to all. These webcasts are available in real time and are archived on our website for a period of time.

Stockholders and other interested parties wishing to communicate with the Board or an individual director may send a written communication to the Board or such director c/o Sweetgreen, Inc., 3102 36th Street, Los Angeles, CA 90018, Attn: Secretary, with a copy sent via email to [email protected]. The Secretary will review each communication. The Secretary will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening, or similarly inappropriate, in which case the Secretary shall discard the communication.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that applies to all officers, directors, employees, consultants, and contractors of the Company. The Code of Conduct is available on our website at investor.sweetgreen.com in the Governance section under "Governance Documents." If we make any substantive amendments to our Code of Conduct or grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our Code of Conduct, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.

Corporate Governance Guidelines

Our Board has documented our governance practices by adopting Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection including diversity, board meetings, and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and Board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at investor.sweetgreen.com in the Governance section under "Governance Documents."

Stock Ownership Guidelines

Our Board adopted stock ownership guidelines for non-employee directors in February 2024 (the "Original Stock Ownership Guidelines") to promote the ongoing alignment of our non-employee directors with the interests of the Company's stockholders and to further promote the Company's commitment to sound corporate governance. These guidelines require directors who are not Company employees to own a certain amount of the Company's common stock. Our Board amended the Original Stock Ownership Guidelines in March 2025 (as amended, the "Stock Ownership Guidelines") to also include stock ownership requirements for our executive officers and for directors who are Company employees.

Pursuant to the Stock Ownership Guidelines, each non-employee director must own an amount of the Company's common stock that is equal to five times the amount of that director's annual cash retainer for service on the Board (the "Annual Retainer"). The Annual Retainer excludes any additional amounts received for service on a Board committee or for service as the Board's lead independent director. With respect to our executive officers and our directors who are also Company employees, our chief executive officer must own an amount of the Company's common stock that is equal to six times the amount of that individual's annual base salary rate, each director who is also a Company employee must own an amount of the Company's common stock that is equal to five times the amount of that individual's annual base salary rate, and each executive officer must own an amount of the Company's common stock that is equal to two times the amount of that individual's annual base salary rate. For individuals that fall into more than one of the three categories identified in the foregoing sentence, the highest stock ownership requirement will apply. Further, if any such individual received an annual base salary and an Annual Retainer, the greater of the two will be used when calculating that individual's stock ownership requirement.

Shares of Class A and Class B common stock that count toward the ownership requirement include: shares owned outright by the participant and by members of his or her immediate family; shares held in trust for the benefit of the participant or a member of his or her immediate family; shares owned by a partnership, limited liability company, or other entity to the extent of the participant's interest therein (or the interest therein of his or her immediate family members), but only if the participant has or shares power to vote or dispose of the shares; vested shares associated with the participant under any deferred compensation plan or program; restricted shares held by the participant, whether or not vested; and shares associated with unvested restricted stock unit awards and vested but unexercised stock options held by the participant. Any shares of Class A or Class B common stock of the Company that have been pledged or otherwise encumbered will not count toward the ownership requirement.

The first calendar year for which each of our directors and executive officers was (or is) required to comply with the stock ownership requirement in the Stock Ownership Guidelines (or in the Original Stock Ownership Guidelines, with respect to the 2024 calendar year) is as follows:

For 2025, Messrs. Blumenthal and Burrows were the only participants required to comply with, and each of them satisfied, the stock ownership requirement. Even prior to a participant's initial compliance year, the Stock Ownership Guidelines require participants to retain at least 50% of the net after-tax shares received upon the vesting or exercise of equity awards until that participant's stock ownership requirement is met.

Insider Trading Policy and Hedging Policy

We have adopted an insider trading policy (our "Insider Trading Policy") and procedures that govern the purchase, sale, and other dispositions of our securities by our directors, officers, and employees. We believe our Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and applicable listing standards. In addition, it is the Company's practice to comply with the applicable laws and regulations relating to insider trading. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 28, 2025 (our "2025 Form 10-K").

Our Insider Trading Policy prohibits directors, officers, and other employees from engaging in derivatives securities or hedging transactions, including prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities and the risks associated with holding our common stock. Our Insider Trading Policy also prohibits trading in publicly traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options and other compensatory equity awards issued by us), as well as holding our common stock in margin accounts. Additionally, our Insider Trading Policy prohibits pledging securities as collateral for a loan without prior approval from our Board and pre-clearance from the Chief Legal Officer. In fiscal year 2022, the Board adopted a policy to permit pledges of Company securities (exclusive of unvested securities) as collateral by our co-founders, subject to a reasonable cap and other limitations. See "Security Ownership of Certain Beneficial Owners and Management" below for information regarding shares pledged by one of our co-founders as of April 1, 2026.

Non-Employee Director Compensation

The following table shows, for the fiscal year ended December 28, 2025, certain information with respect to the compensation of our non-employee directors:

With respect to our 2025 fiscal year, Mr. Neman, our President, Chief Executive Officer, and Chair of our Board, Mr. Jammet, our Chief Concept Officer and a member of our Board, and Mr. Ru, our former Chief Brand Officer and a member of our Board, did not receive any additional compensation for their service on the Board. Mr. Neman's and Mr. Jammet's compensation as named executive officers is set forth below under the section title, "Executive Compensation-Fiscal Year 2025 Summary Compensation Table" (the "Summary Compensation Table"). Mr. Ru ceased to serve as an executive officer as of December 30, 2024, and ceased to serve as an employee as of January 1, 2026. Mr. Ru continues to serve as a member of our Board.

During fiscal year 2025 through the cessation of his employment on January 1, 2026, Mr. Ru received an annual base salary of $375,000 and was eligible for an annual incentive bonus of 50% of his annual base salary under the 2025 SGSC Bonus Plan (as defined below). On December 17, 2025, the Company and Mr. Ru entered into a separation agreement (the "Separation Agreement") regarding the termination of his employment with the Company, effective January 1, 2026 (the "Separation Date"). Pursuant to the Separation Agreement, Mr. Ru received (i) continued vesting eligibility for his outstanding performance-based restricted stock units for 18 months; (ii) continued eligibility for his 2025 annual bonus; (iii) an extended post-termination exercise period for each of his outstanding stock options as of the Separation Date through the maturity date of the respective option; (iv) a lifetime annual Sweetgreen restaurant credit of $4,000 per calendar year; and (v) up to $5,000 in legal fee reimbursements in connection with his separation.

Non-Employee Director Compensation Policy

Pursuant to its charter, our Compensation Committee periodically reviews the compensation of our non-employee directors and makes, or recommends to the Board, changes when it deems appropriate. To assist with our Compensation Committee's review, our Compensation Committee's external compensation consultant periodically prepares a comprehensive assessment of our non-employee director compensation program. This assessment includes benchmarking director compensation against the same peer group used for executive compensation decision-making, an update on recent trends in director compensation, and a review of related corporate governance best practices. We target compensation for service on our board and committees within the competitive range of companies in our peer group.

In December 2025, in connection with Mr. Ru's transition from serving as an employee and director of the Company to serving as a non-employee director of the Company, our Compensation Committee approved an amended and restated version of our non-employee director compensation policy (as amended, our "Non-Employee Director Compensation Policy").

Our Non-Employee Director Compensation Policy provides that each non-employee director will receive the following annual compensation for service on our Board, and that such compensation shall be paid or granted, as applicable, automatically, in advance, and at the end of the day on which our annual meeting of stockholders occurs:

Provided that the non-employee director is determined by the Board to be independent pursuant to the NYSE listing standards -

For all non-employee directors, regardless of independence -

If a non-employee director joins our Board after an annual meeting of stockholders (the "Prior Annual Meeting") and before the next annual meeting of stockholders, that director's compensation is prorated as follows: (i) 75% if the start date is in the third fiscal quarter of the year in which the Prior Annual Meeting occurred, (ii) 50% if the start date is in the fourth fiscal quarter of such year, and (iii) 25% if the start date is in the first fiscal quarter of the following year. If the start date is in the second fiscal quarter of the following year and before the next annual meeting of stockholders, then no compensation is provided to that director until that next annual meeting.

Pursuant to our Non-Employee Director Compensation Policy, the compensation described above is subject to the limits on non-employee director compensation set forth in the Company's 2021 Equity Incentive Plan (the "2021 Plan"). Each of the RSU awards described above have been and, with respect to the 2026 award, are expected to be, granted under our 2021 Plan.

The Non-Employee Director Compensation Policy also incorporates our deferral program, which allows non-employee directors to defer receipt of shares that may vest under future Annual RSUs until the earlier to occur of the following dates/events: (i) the 30-day period commencing on January 1^st of a future calendar year, (ii) within the 30th day following a separation from service, (iii) the date a Change in Control as defined in Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") or (iv) the 30th day following such director's death or disability as defined in Section 409A.

We will also continue to reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at, and participation in, Board and committee meetings.

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

				Fiscal Year Ended
				December 28, 2025 (in thousands)			December 29, 2024 (in thousands)
	Audit Fees(1)			$1,601			$1,493
	Tax Fees(2)			$234			$95
	All Other Fees(3)			$2			$2
	Total Fees			$1,837			$1,590

(1)

"Audit Fees" consist of fees in connection with the audit of our annual consolidated financial statements, including the audited financial statements presented in our Annual Reports on Form 10-K and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings for those fiscal years.

(2)	"Tax Fees" consist of fees in connection with tax studies and tax advisory services.

(3)	"All Other Fees" consist of subscription fees for use of a Deloitte research tool.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte & Touche LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services, and tax services, up to specified amounts. Pre-approval may also be given as part of the Audit Committee's approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee's members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee has determined that the rendering of services other than audit services by Deloitte & Touche LLP is compatible with maintaining the principal accountant's independence.

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

	The Board of Directors recommends a vote in favor of Proposal 3.

EXECUTIVE OFFICERS

	Name			Age			Position(s)
	Jonathan Neman			41			President, Chief Executive Officer, and Chair of our Board
	Nicolas Jammet			41			Chief Concept Officer and Director
	Jamie McConnell			47			Chief Financial Officer and Treasurer
	Jason Cochran			58			Chief Operating Officer

COMPENSATION DISCUSSION AND ANALYSIS

	Name			Position(s)
	Jonathan Neman			President and Chief Executive Officer (principal executive officer)
	Nicolas Jammet			Chief Concept Officer
	Jamie McConnell			Chief Financial Officer and Treasurer (principal financial officer)
	Jason Cochran			Chief Operating Officer
	Mitch Reback*			former Chief Financial Officer (former principal financial officer)

*	Mr. Reback retired, and his employment with the Company ended, on September 21, 2025.

•	Total revenue was $679.5 million, versus $676.8 million in the prior fiscal year, an increase of 0.4%.

•	Same-Store Sales Change(2) was (7.9)%, versus Same-Store Sales Change of 6.2% in the prior fiscal year.

•	Restaurant-Level Profit(1) was $103.5 million and Restaurant-Level Profit Margin(1) was 15.2%, versus $132.9 million and 19.6% in the prior fiscal year.

(1)	Adjusted EBITDA, Restaurant-Level Profit, and Restaurant-Level Profit Margin are non-GAAP financial measures. Each of these non-GAAP measures is reconciled to the most comparable GAAP measure in the section below titled, "Appendix 1-Reconciliation of Non-GAAP Measurements to GAAP Results."

(2)	See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Key Performance Metrics" in our 2025 Form 10-K, which was filed with the SEC on February 27, 2026, for additional information regarding Same-Store Sales Change and Net New Restaurant Openings.

Strengthening Our Leadership Team

In fiscal year 2025, we made three senior leadership appointments that bring deep operational and commercial expertise from some of the most respected brands in the restaurant industry. 

Launching the Sweet Growth Transformation Plan

We launched the Sweet Growth Transformation Plan in fiscal year 2025, a comprehensive, multi-pillar strategic initiative designed to build the foundation for sustained, profitable growth. The plan is organized around five key priorities: (1) operational excellence, (2) food quality and menu innovation, (3) personalized digital experiences, (4) brand relevance, and (5) disciplined profitable investment. Initial work under the plan began in the second half of fiscal year 2025, including the implementation of systemwide operating standards through our Project One Best Way program, improvements to food quality processes, and a redesign of field bonus plans to tie incentives directly to restaurant-level performance. This work is intended to facilitate stronger, more consistent execution across our restaurant locations.

Connecting with New Customers

In fiscal year 2025, we opened 35 net new restaurants across the United States, expanding into new markets including Cincinnati, Sacramento, Arkansas, and Arizona. Beyond new unit growth, we took deliberate steps to make Sweetgreen more accessible to a broader range of customers. We launched a new customer loyalty program, invested in increased chicken and tofu portions, reintroduced lower-priced seasonal offerings, and offered loyalty members promotions such as our $12 Daily Greens and our $10 'Tis The Seasoned Harvest Bowl, actions designed to lower the barriers to entry and welcome new guests into the brand. As we exited 2025, our menu innovation pipeline was the most robust in the Company's history and specifically designed to diversify menu occasions, expand into new categories, and attract customers who may not have previously considered Sweetgreen. These efforts reflect our belief that connecting more people to real food requires meeting new customers where they are: through geographical expansion, compelling value, and a menu that appeals to a wide range of tastes and occasions.

Investing in Our Employees

At Sweetgreen, our team members are our most important ingredient, and their satisfaction is essential to our success. In fiscal year 2025, we filled over 50% of our open restaurant leadership positions by promoting existing team members, demonstrating our continued commitment to career development and internal mobility within the Company. And our

development program is built to help new team members become Head Coaches (store managers) in as few as three years. Our continued investment in our people, together with our commitment to building an inclusive and supportive environment, contributed to our recognition in 2025 by Forbes as one of America's Best Large Employers and by TIME magazine as one of America's Best Midsized Companies, each for the second consecutive year.

Consideration of 2025 Advisory "Say-On-Pay" Vote

In 2025, we sought an advisory vote from our stockholders regarding our executive compensation program (a "Say-on-Pay Vote"), and over 99% of votes cast were in favor of the program. We took this to represent strong, continued support for the program. Our stockholders have expressed a preference that we conduct a Say-on-Pay Vote on an annual basis, and as such we intend to continue soliciting a vote on an annual basis.

Key Executive Compensation Design Principles

We seek to align our executive compensation with shareholder interests. Accordingly, our executive compensation program includes the following structural elements:

Compensation Program Objectives and Elements

We operate in a highly competitive environment that relies heavily on restaurant, retail, real estate, and technology talent. A core objective of our compensation program is to enable the attraction, retention, and motivation of top talent across these diverse industries, that will provide us with the expertise and skills necessary to deliver on our short- and long-term goals.

The three main elements of our compensation program are described in the table below, along with the objectives and governance of each.

We also provide the opportunity for our NEOs to enroll in benefits that are available to all of our employees, including retirement benefits under our 401(k) plan, weekly Sweetgreen restaurant credits, and participation in employee health and welfare benefit plans.

Determining Executive Compensation

Role of Compensation Committee, Board, and Management

The Committee is appointed by our Board and has responsibilities related to the compensation of our directors, officers, and employees and the development and administration of our compensation plans. For details on the Committee's oversight of our executive compensation program, see the section titled "Corporate Governance-Compensation Committee" above in this proxy statement. The Committee consists solely of independent members of the Board.

The Committee reviews all compensation paid to our executive officers, including our NEOs. The CEO evaluates and provides to the Committee performance assessments and compensation recommendations with respect to other executive officers. The CEO does not participate in deliberations concerning, or the determination of, his own

compensation. The Committee makes final determinations with respect to executive compensation matters for all executive officers other than our CEO and our CCO, each of whom is a Company co-founder. With respect to our CEO and CCO, the Committee recommends any compensation actions to the Independent Directors for final approval. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Committee to make presentations, provide financial or other background information or advice, or otherwise participate in Committee meetings.

The Committee typically meets at least five times per calendar year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (i.e., base salary, performance bonus, and equity awards) for our executive officers each year during our first fiscal quarter; however, decisions may occur at other times for new hires, promotions, or other special circumstances as the Committee determines appropriate. The Committee does not delegate authority to approve executive officers' compensation. The Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. The Independent Directors are responsible for determining the compensation of our CEO and CCO, and they typically determine the principal compensation components (i.e., base salary, annual performance bonus, and any long-term equity awards) for those two Company co-founders each year during our first fiscal quarter. Throughout the remainder of this CD&A, references to decisions and actions by the Independent Directors are only intended to refer to decisions and actions with respect to our CEO and CCO.

Role of Compensation Consultant

The Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant's reasonable fees and other retention terms. The Committee has retained Semler Brossy Consulting Group LLC ("Semler Brossy") as its compensation consultant. During fiscal year 2025, Semler Brossy provided the following services, as directed by the Committee:

On an annual basis, the Committee analyzes whether Semler Brossy, in its role as the Committee's compensation consultant, is independent and whether its work raises any conflicts of interest, taking into account relevant factors in accordance with SEC rules and NYSE listing standards. With respect to 2025, the Committee determined that Semler Brossy and the individual compensation advisors employed by Semler Brossy were independent and that its and their work did not create any conflicts of interest pursuant to SEC rules and NYSE listing standards.

Compensation Peer Group

In September 2024, Semler Brossy proposed, and the Committee approved, no changes to our peer group for fiscal year 2025. The Committee determined that the existing peer group continued to be appropriate based on industry, revenue size, and business model relevance. The Committee continued to focus on high growth restaurants, high growth lifestyle brands, and disruptive consumer brands, with annual revenue between $200 million and $1.9 billion.

In August 2025, Semler Brossy proposed, and the Committee approved, no changes to the foregoing peer group for fiscal year 2026.

Use of Peer Group and Competitive Market Compensation Survey Data

For fiscal year 2025, the Committee and the Independent Directors used competitive market data in its assessment of executive compensation. Two sources were generally used for these purposes: publicly available peer group data and data from the Radford McLagan Survey. Peer group compensation data is provided by Semler Brossy for our CEO and other senior positions as available. Survey matches were made using comparable roles under the best available industry and revenue cuts. The Committee and the Independent Directors did not target pay to fall at any particular percentile of the peer group or survey data, but rather reviewed such data as a helpful reference point in making fiscal year 2025 compensation decisions. Peer group and survey data are only two of the factors that the Committee and the Independent Directors consider in making compensation decisions. The Committee and the Independent Directors consider other factors as described below under "-Factors Used in Determining Executive Compensation."

Factors Used in Determining Executive Compensation

Our Committee (and, with respect to our CEO and CCO, the Independent Directors) sets the compensation for our NEOs at levels they determine to be competitive and appropriate for each NEO, using their professional experience and judgment. Pay decisions are not made by use of a formulaic approach or benchmark; the Committee and the Independent Directors believe that executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year. In making executive compensation decisions, the Committee and the Independent Directors generally take into consideration the factors listed below:

2025 Executive Compensation Program

Base Salary

In February 2025, the Committee (and, with respect to our CEO and CCO, the Independent Directors) considered the factors detailed in the section above titled, "Determining Executive Compensation-Factors Used in Determining Executive Compensation," and determined that the base salaries of Mr. Neman, Mr. Jammet, and Mr. Reback should remain unchanged from the levels set in February 2024. 

The base salary for Mr. Cochran was established by the Committee in connection with his hiring as our Chief Operating Officer, as set forth in his employment agreement effective as of May 5, 2025. Similarly, the base salary for Ms. McConnell was established by the Committee in connection with her hiring as our Chief Financial Officer, as set forth in her employment agreement effective as of September 22, 2025. 

The annual base salary set for each of our NEOs during the 2025 fiscal year is listed in the table below.

Annual Incentive Plan

Target Bonus Opportunity

In the first fiscal quarter of 2025, the Committee (and, with respect to our CEO and CCO, the Independent Directors) evaluated the target bonus opportunities for Messrs. Neman, Jammet, and Reback, and determined that their fiscal year 2025 target bonus opportunities should remain unchanged from the levels set in 2024. The Compensation Committee set the fiscal year 2025 target bonus opportunities for Mr. Cochran and Ms. McConnell later in 2025 in connection with their respective hirings.

The fiscal year 2025 target bonus opportunity for each of our NEOs is set forth in the table below. Each such target bonus opportunity is expressed as a percentage of the total amount of base salary earned by the corresponding NEO for work performed during the 2025 calendar year.

Bonus Plan Design

In March 2025, the Committee and the Independent Directors approved the Sweetgreen Support Center 2025 Annual Bonus Plan (the "2025 SGSC Bonus Plan") in which our NEOs participate. The 2025 SGSC Bonus Plan used two financial performance metrics set by the Committee and the Independent Directors: a Same-Store Sales Change ("SSS") metric and a Restaurant-Level Profit Margin ("RLM") metric. The SSS metric was weighted at 70% and the RLM metric was weighted at 30%, meaning that 70% of each participant's total bonus payout was to be determined by the Company's performance against the SSS metric and 30% was to be determined by the Company's performance against the RLM metric.

The two financial metrics used for the 2025 SGSC Bonus Plan differed from the financial metrics used for the 2024 annual bonus plan applicable to our executive officers (the "2024 SGSC Bonus Plan"). The 2024 SGSC Bonus Plan focused on the Company's revenue and a modified version of the Company's Adjusted EBITDA. The Committee and the Independent Directors chose to use SSS and RLM instead for the 2025 SGSC Bonus Plan because they wished to encourage participants to focus on improving the performance and profitability of the Company's existing restaurants, without reliance upon new store openings and corporate cost reductions to achieve bonus plan targets. However, to ensure continued discipline with respect to the Company's selling, general, and administrative (SG&A) expenses, the Committee and the Independent Directors expressly stated in the 2025 SGSC Bonus Plan that they intended to use their permitted discretion to reduce bonus payouts in the event that the Company's SG&A expenses for the 2025 fiscal year exceeded the Company's 2025 SG&A budget by more than $2 million (subject to certain exclusions).

The 2025 SGSC Bonus Plan target for the SSS metric was set at 5.8%, and the target for the RLM metric was set at 20.6%, which matched the SSS and RLM goals set forth in the Company's 2025 fiscal year operating plan. However, the Company's achievement of the SSS and RLM targets of 5.8% and 20.6%, respectively, would not have entitled our NEOs to earn their full target bonus opportunities. Instead, achievement of these targets would have entitled our NEOs to earn only 70% of their target bonus opportunities. The Committee and the Independent Directors required the Company to achieve heightened SSS and RLM targets of 7.3% and 21.2%, respectively, for our NEOs to earn their full target bonus opportunities. Accordingly, under the 2025 SGSC Bonus Plan, our NEOs would not receive their full 2025 bonuses unless the Company substantially beat the SSS and RLM goals set forth in the Company's 2025 fiscal year operating plan.

The following tables set forth the relative weighting for each of the two financial metrics under the 2025 SGSC Bonus Plan, the performance targets and other achievement levels for such metrics, and the payout percentages in connection with those targets and levels.

Per the terms of the 2025 SGSC Bonus Plan, any bonus amounts earned by our NEOs were to be paid in fully vested RSUs. The Committee and the Independent Directors choose this payment method so as to further align our executive officers' compensation with our shareholders' interests, and also to reduce the amount of any cash expense with respect to the 2025 SGSC Bonus Plan.

Bonus Plan Achievement

The Company's SSS for fiscal year 2025 was (7.9)%, which was below the threshold level of 3.8%. Also, the Company's RLM for fiscal year 2025 was 15.2%, which was below the threshold level of 19.8%. Because the Company's actual performance on both financial metrics fell below the minimum threshold levels required for any payout under the 2025 SGSC Bonus Plan, no amounts were earned by any of our NEOs under the bonus plan for fiscal year 2025. Accordingly, in February 2026, the Committee and the Independent Directors determined that no bonus amounts would be paid to our NEOs under the 2025 SGSC Bonus Plan.

2025 Annual Incentive Plan Summary

The fiscal year 2025 target bonus opportunities under the 2025 SGSC Bonus Plan for each of our NEOs, and the actual bonus amounts paid to each such individual under that plan, are as follows:

Long Term Equity Incentive Plan

Annual Equity Awards

In March 2025, the Committee approved an annual equity award for Mr. Reback, and the Independent Directors approved an annual equity award for Mr. Neman. The annual equity awards for Messrs. Reback and Neman consisted of only stock options, in contrast to the mix of stock options and restricted stock units ("RSUs") provided as annual equity awards to certain of our NEOs in fiscal year 2024. The Committee and the Independent Directors choose to award only stock options for annual equity awards in 2025 because stock options more directly align executive compensation with value creation for our stockholders; stock options only deliver value to the executive if the Company's stock price appreciates. The Committee and the Independent Directors also considered the impact on shareholder dilution and stock-based compensation expense in determining to use stock options rather than RSUs for the annual equity awards, recognizing that stock options deliver a lower cost per unit of economic value relative to full-value awards. The exercise price for each such stock option is $23.80 per share, which is equal to the closing price for the Company's Class A common stock on the day of grant.

The number of stock options granted with respect to each such award was based upon a target economic value. Each award vests over a three-year period, with 5% of the total number of stock options vesting each quarter over the first year, 7.5% vesting each quarter over the second year, and 12.5% vesting each quarter over the third year, subject to the applicable NEO's continuous service through each vesting date.

The Committee did not recommend, and the Independent Directors did not grant, an annual equity award to Mr. Jammet in 2025, after taking into consideration the pre-IPO equity award previously provided to Mr. Jammet (as described below) and the equity compensation provided to similarly situated executives within our peer group.

In March 2026, in order to further strengthen the performance-based nature of our executive compensation program, Mr. Neman was granted performance-based RSUs that generally vest based upon our relative TSR achievement over a three-year period. Further details regarding this grant and the remainder of our 2026 executive compensation program will be provided in our proxy statement to be filed in connection with our annual meeting in 2027.

New Hire Equity Awards

In May 2025, the Committee approved an initial equity award for Jason Cochran, consisting of 250,000 stock options and 100,000 RSUs. This award was in connection with the hiring of Mr. Cochran as our Chief Operating Officer. Mr. Cochran's initial equity award vests over a four-year period, with 25% vesting on the first anniversary of the vesting commencement date and the remainder vesting in twelve equal quarterly installments thereafter. The strike price for the stock options included as part of Mr. Cochran's initial equity award is $15.23 per share. In September 2025, the Committee approved an additional new hire equity award for Mr. Cochran consisting of 50,000 stock options and 50,000 RSUs, with the same vesting terms as his May 2025 award. The strike price for the stock options included as part of this additional equity award is $8.40 per share. The Committee approved this additional award to further motivate and retain Mr. Cochran during a critical period of operational transformation.

In October 2025, the Committee approved an initial equity award for Jamie McConnell, consisting of 300,000 stock options and 150,000 RSUs. This award was in connection with the hiring of Ms. McConnell as our Chief Financial Officer. Ms. McConnell's initial equity award vests over a four-year period, with 25% vesting on the first anniversary of the vesting commencement date and the remainder vesting in twelve equal quarterly installments thereafter. The strike price for the stock options included as part of Ms. McConnell's initial equity award is $7.50 per share.

For Mr. Cochran's and Ms. McConnell's 2025 equity awards, the Committee used a fixed number of stock options and RSUs instead of a target economic value. For each such award, the Committee chose an equity mix consisting of two-thirds stock options and one-third RSUs in order to weigh the majority of the award toward stock price appreciation while providing a meaningful retentive component through RSUs that hold value regardless of short-term market conditions. The exercise price for each such stock option is equal to the closing price for the Company's Class A common stock on the day of grant.

2025 Long-Term Equity Incentive Plan Summary

The annual and new hire equity awards granted to each of our NEOs in fiscal year 2025 are set forth in the tables below. The amounts do not include the fully vested RSUs granted to certain of our NEOs in March 2025 as payment under the Company's 2024 SGSC Bonus Plan.

2025 Annual Equity Awards

2025 New Hire Equity Awards

Pre-IPO Equity Awards for Our Chief Executive Officer and Chief Concept Officer

Our Board granted performance-based RSU awards to each of our three co-founders, including our CEO, Jonathan Neman, and our CCO, Nicolas Jammet, prior to our initial public offering in November 2021. While these awards (the "Founder Awards") pre-date our 2025 fiscal year, we believe that a discussion of these awards is helpful for purposes of understanding our 2025 compensation decisions. The purpose of these awards was to recognize past contributions as well as reward the co-founders for achieving sustained stock price growth over time.

The Board granted the Founder Awards in October 2021 under the Company's 2019 Equity Incentive Plan (the "2019 Plan"). Each of the Founder Awards consists of 2,100,000 RSUs, which RSUs were eligible to vest beginning on November 15, 2022 in seven equal tranches upon the attainment of milestones based on the trailing 90-day volume weighted average trading price of our Class A common stock, subject to the corresponding co-founder's continuous service through each applicable vesting date. During fiscal year 2024, two of the seven tranches vested as a result of the Company's attainment of the corresponding milestones. No tranches vested during our 2025 fiscal year, as the stock price milestones for the remaining tranches (beginning at $45.00 per share) were not achieved during that year.

	Number of RSUs in Vesting Tranche			Milestone Price Per Share of Common Stock			Date Achieved
	300,000			$30.00			8/24/2024
	300,000			$37.50			12/12/2024
	300,000			$45.00			-
	300,000			$52.50			-
	300,000			$60.00			-
	300,000			$67.50			-
	300,000			$75.00			-

•	a lump sum cash payment equal to 18 months of base salary for Messrs. Neman and Jammet, or 12 months of base salary for Ms. McConnell and Mr. Cochran, and

•	a lump sum cash payment equal to such NEO's target bonus for the applicable fiscal year, pro-rated based on the date of termination.(1)

•	a lump sum cash payment equal to 12 months of base salary for Messrs. Neman and Jammet, or six months of base salary for Ms. McConnell and Mr. Cochran, and

•	a lump sum cash payment equal to such NEO's target bonus for the applicable fiscal year, pro-rated based on the date of termination.(1)

(1)	For each of Mr. Cochran and Ms. McConnell, such lump sum cash payment in connection with the target bonus is contingent upon that individual's employment terminating on or after the one-year anniversary of that individual's employment start date.

The foregoing severance benefits are discussed in more detail below in the section entitled "Potential Payments Upon Termination or Change in Control."

In addition to base salary, target bonus, anticipated initial equity awards, and severance benefits, the employment agreement with Mr. Cochran also provided for a one-time, sign-on bonus payment of $50,000, which is subject to a clawback provision requiring repayment in the event of any termination of employment within one year of Mr. Cochran's employment start date.

Retirement of, and Post-Employment Agreements with, Mitch Reback

In September 2025, Mitch Reback retired from the Company, after serving as our Chief Financial Officer for more than ten years. We entered into a consulting agreement with Mr. Reback pursuant to which Mr. Reback provided consulting services to the Company for a six-month period immediately following his retirement, to help facilitate the transition of the Chief Financial Officer role from Mr. Reback to Ms. McConnell. Under the terms of the consulting agreement, Mr. Reback agreed to provide up to 35 hours of consulting services to the Company each month. In consideration for those services, Mr. Reback received a fee of $7,500 per month, his outstanding and unvested stock options and RSUs continued to vest for the duration of the consulting agreement, and, on March 21, 2026, Mr. Reback's then-outstanding and unvested stock options and RSUs were accelerated and became fully vested on that date. Additionally, in consideration for a separation agreement containing a release of claims, we extended the exercise periods for Mr. Reback's vested stock options to the shorter of (i) three years following the termination of the consulting agreement and (ii) the maximum term of such options.

Other Benefits

We provide the opportunity for our NEOs to enroll in benefits that are available to all of our employees, including retirement benefits under our 401(k) plan and participation in employee health and welfare benefit plans. We also pay the premiums for term life insurance and disability insurance for all of our employees, including our NEOs.

We provide limited perquisites or personal benefits to our executive officers, including up to $75 per week in Sweetgreen credits to spend at our stores, a benefit which is available to all full-time employees at our Sweetgreen Support Center. Additionally, Ms. McConnell and Mr. Cochran each receive a car allowance (in the amount of $750 for December 2025 and $346 on a biweekly basis thereafter) to help offset expenses related to their frequent commutes to the Sweetgreen Support Center.

Stock Ownership Guidelines

In March 2025, our Board adopted stock ownership guidelines for our executive officers and revised stock ownership guidelines for our non-employee directors by amending and restating the stock ownership guidelines for our non-employee directors that the Board previously adopted. At that time, the Board also delegated administration of these guidelines to the Committee. Under the guidelines, our CEO is required to hold shares of the Company's common stock with a value equal to at least six times his annual base salary; our CCO is required to hold shares of the Company' common stock with a value equal to at least five times his annual base salary; and our other executive officers are required to hold shares of the Company's common stock with a value equal to at least two times their annual base salary. The guidelines require each of our current executive officers to achieve the applicable ownership requirement by the end of the 2030 calendar year. Until the applicable ownership requirement is met, executive officers are required to retain at least 50% of the net after-tax shares received upon the vesting or exercise of equity awards.

Accounting and Tax Implications

Under Financial Accounting Standard Board ASC Topic 718 ("ASC 718"), we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718.

Under Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"), compensation paid to each of the Company's "covered employees" that exceeds $1 million per taxable year is generally non-deductible. As discussed above in the section titled "Determining Executive Compensation-Factors Used in Determining Executive Compensation," the Committee and the Independent Directors look at many factors in making decisions regarding executive compensation. The Committee and the Independent Directors retain the flexibility to provide compensation to the Company's executive officers in a manner consistent with the goals of the Company's executive compensation program and the best interests of the Company and its stockholders. Accordingly, the Committee and the Independent Directors may approve compensation that is not deductible by the Company due to the deduction limit under Section 162(m).

Clawbacks

As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may be legally required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002. Additionally, in 2023 we implemented a Dodd-Frank Wall Street Reform and Consumer Protection Act-compliant clawback policy prior to the deadline for such implementation.

Compensation Risk Assessment

The Committee reviews, on an annual basis, the risks arising from our compensation policies and practices applicable to our NEOs and evaluates the policies and practices that could mitigate any such risk. In fiscal year 2025, Semler Brossy conducted a compensation risk assessment and concluded that the Company's executive compensation program is not reasonably likely to have a material adverse effect on our company. Based on this assessment and its own review, the Committee does not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.