SEC Form DEF 14A filed by Sweetgreen Inc.

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.

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.

 

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.

Set forth below are questions and answers regarding these proxy materials and voting.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Sweetgreen, Inc. (sometimes referred to as the “Company” or “Sweetgreen”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice and make this proxy statement and the form of proxy available to all stockholders of record entitled to vote at the Annual Meeting on or about April 29, 2026.

This year’s Annual Meeting will be a virtual meeting, which will be conducted entirely online via audio webcast to allow greater participation. You may attend, vote, and ask questions at the Annual Meeting by following the instructions provided on the Notice, proxy card, or voting instruction form to log in to www.virtualshareholdermeeting.com/SG2026. If you are a stockholder of record, you will be asked to provide the 16-digit Control Number from your Notice or proxy card. If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, follow the instructions from your broker, bank, or other agent.

The audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Pacific Time, and you should allow reasonable time for the check-in procedures.

You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on April 13, 2026, the record date, or hold a valid proxy for the meeting. To attend, vote, and ask questions at the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/SG2026 and enter the 16-digit Control Number found next to the label “Control Number” on your Notice, proxy card, or voting instruction form, or in the email sending you the proxy statement. If you are a beneficial stockholder, you should contact the bank, broker, or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your Control Number or proxy to vote.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares.

Please note that if you do not have your Control Number and you are a registered stockholder, you will be able to log in as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/SG2026 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.

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.

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].

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.

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.

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.

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.

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.

There are three matters scheduled for a vote:

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.

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:

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.

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.

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 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 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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct our business. To that end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, share our mission and vision, and possess other qualities that the Nominating Committee views as critical to the effective functioning of the Board. To provide a mix of experience and perspective on the Board, the Nominating Committee also takes into account a diversity of personal background, perspective, skills, and experience. Through their work, we have assembled a Board composed of members with diverse backgrounds, skills, and experience, and we believe this diversity contributes to an effective and well-balanced Board that is able to provide valuable insight into, and effective oversight of, our senior management team.

Sweetgreen’s Board currently consists of nine directors. In February 2026, at the recommendation of the Nominating Committee, the Board nominated for re-election at the Annual Meeting each of our current directors. Each nominee has previously been elected by our stockholders. Each director that is elected and qualified will hold office until the next annual meeting of stockholders and until their successor is elected, or, if sooner, until the director’s death, resignation, or removal. It is our policy to encourage directors to attend each annual meeting of stockholders.

Directors are elected by a plurality of the votes cast. Accordingly, the nine nominees receiving the highest number of affirmative votes will be elected. Shares represented by valid proxies will be voted, if authority to do so is not withheld, for the election of the nine nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares represented by valid proxies will be voted for the election of a substitute nominee proposed by Sweetgreen. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills of each nominee that led the Nominating Committee to recommend that person as a nominee for director, as of April 15, 2026. Each of the members of the Nominating Committee may have a variety of reasons why she or he believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

Our Board is currently chaired by our Chief Executive Officer, Jonathan Neman, and Cliff Burrows currently serves as lead independent director. We believe that combining the positions of Chief Executive Officer and Board Chair helps to ensure that the Board and management act with a common purpose. In our view, separating the positions of Chief Executive Officer and Board Chair has the potential to give rise to divided leadership, which could interfere with good decision-making and weaken our ability to develop and implement strategy. Instead, we believe that combining the positions of Chief Executive Officer and Board Chair provides a single, clear chain of command to execute our strategic initiatives and business plans. In addition, we believe that a combined Chief Executive Officer/Board Chair is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information. We also believe that it is advantageous to have a Board Chair with an extensive history with, and knowledge of, Sweetgreen (as is the case with Mr. Neman, who is one of our co-founders) as compared to a relatively less informed independent Board Chair.

The Board first appointed Mr. Burrows as lead independent director in 2021 to help reinforce the independence of the Board as a whole. The position of lead independent director has been structured to serve as an effective balance to a combined Chief Executive Officer/Board Chair: the lead independent director is empowered to, among other duties and responsibilities, preside over Board meetings in the absence of the Board Chair, act as liaison between the Board Chair and the independent directors, preside over meetings of the independent directors, and consult with the Board Chair in planning and setting schedules and agendas for Board meetings to be held during the year. As a result, we believe that the lead independent director can help ensure the effective independent functioning of the Board in its oversight responsibilities. In addition, we believe that the lead independent director is better positioned to build consensus among directors and to serve as a conduit between the other independent directors and the Board Chair, for example, by facilitating the inclusion on meeting agendas of matters of concern to the independent directors. In light of Mr. Neman’s extensive history with, and knowledge of, Sweetgreen, and because the Board’s lead independent director is empowered to play a significant role in the Board’s leadership and in reinforcing the independence of the Board, we believe that it is advantageous for Sweetgreen to combine the positions of Chief Executive Officer and Board Chair.

As required under the NYSE listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the Board. The Board consults with our counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NYSE, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director nominee, or any of their family members, and Sweetgreen, its senior management, and its independent auditors, the Board has affirmatively determined that the following nominees are independent within the meaning of the applicable NYSE listing standards: Mr. Blumenthal, Ms. Bornstein, Mr. Burrows, Mr. Moran, Ms. Ostroff, and Mr. Singer. In making this determination, the Board found that none of these nominees had a material or other disqualifying relationship with Sweetgreen. Mr. Neman, Mr. Jammet, and Mr. Ru are not independent due to their current or prior employment with Sweetgreen.

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.

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.”

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:

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

Our Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 28, 2025 with management of the Company. Our Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. Our Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

Bradley Singer, Chair

Julie Bornstein

Cliff Burrows

Our Compensation Committee consists of Neil Blumenthal, Cliff Burrows, and Dawn Ostroff. The chair of our Compensation Committee is Mr. Burrows. Our Board has determined that each member of the Compensation Committee is independent under NYSE listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

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

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

As noted above, our Compensation Committee consists of Mr. Blumenthal, Mr. Burrows, and Ms. Ostroff. None of the members of the Compensation Committee are currently or have been at any time an officer or employee of Sweetgreen. None of our executive officers currently serve, or have served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) contained in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the CD&A be included in this proxy statement and incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

Cliff Burrows, Chair

Neil Blumenthal

Dawn Ostroff

Our Nominating Committee consists of Julie Bornstein, Montgomery Moran, and Dawn Ostroff. The chair of our Nominating Committee is Ms. Ostroff. Our Board has determined that each member of the Nominating Committee is independent under the NYSE listing standards.

The Nominating Committee’s responsibilities include, among other things:

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.

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.

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.

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.”

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.

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.

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.

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:

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.

The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2026 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Deloitte & Touche LLP has audited our financial statements since 2012. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our amended and restated bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our and our stockholders’ best interests.

The affirmative vote of the holders of a majority of the voting power of the shares present in person, by remote communication, or represented by proxy and entitled to vote on the subject matter at the Annual Meeting will be required to ratify the selection of Deloitte & Touche LLP.

The following table represents aggregate fees billed to Sweetgreen for the fiscal years ended December 28, 2025 and December 29, 2024 by Deloitte & Touche LLP, our principal accountant.

All fees incurred in fiscal years 2024 and 2025 were pre-approved by our Audit Committee.

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.

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders are being asked to approve, in an advisory, non-binding vote, the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion. In considering their vote, we urge stockholders to review the information on our compensation policies and decisions regarding the named executive officers presented in the “Compensation Discussion and Analysis” section on pages 28 through 41 below.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding. Although this resolution is non-binding, the Board and the Compensation Committee value the opinions of our stockholders and will review and consider the voting results when making future compensation decisions for our named executive officers. In 2023, our stockholders approved the Board and management recommendation that we solicit a say-on-pay vote on an annual basis. Our Board has adopted a policy that is consistent with that preference and, accordingly, we intend to hold a say-on-pay vote annually. A “say-on-frequency” vote is required every six years, and as such, our next say-on-frequency vote is expected to be in 2029.

We believe that our compensation components provide a reasonable balance of base salary, annual performance bonus, and long-term equity-based incentive compensation that is closely aligned with the Company’s overall performance. The Company aims to provide executive officers with a reasonable level of security through base salary and benefits, while rewarding them through equity-based incentive compensation to achieve business objectives and create stockholder value. We believe that each of our compensation components is integral to attracting, retaining, and rewarding qualified executive officers.

The following table sets forth certain information with respect to our executive officers as of April 15, 2026.

Jonathan Neman. Biographical information for Mr. Neman is included above with the director biographies under the caption “Our Nominees.”

Nicolas Jammet. Biographical information for Mr. Jammet is included above with the director biographies under the caption “Our Nominees.”

Jamie McConnell. Ms. McConnell, age 47, has served as our Chief Financial Officer since September 2025 and as our Treasurer since January 2026. From October 2024 to August 2025, Ms. McConnell served as Chief Accounting and Administrative Officer of Chipotle Mexican Grill (“Chipotle”), a fast casual restaurant chain. Prior to that, Ms. McConnell served as the Vice President and Controller of Chipotle from August 2018 to September 2024. Before Chipotle, she served in various senior finance and accounting roles at Aviation Capital Group, Rent-A-Center, Allergan, and Deloitte. She holds a B.S. in Accounting from the University of Southern California.

Jason Cochran. Mr. Cochran, age 58, has served as our Chief Operating Officer since May 2025. From September 2022 to April 2025, Mr. Cochran served as the Chief Executive Officer and a member of the board of directors of American West Restaurant Group. From October 2018 to August 2022, he served as the Vice President of Operations Services at Chipotle. Prior to that, Mr. Cochran held several senior leadership roles at GameStop from 2003 to 2018, including Senior Vice President of U.S. Stores and Senior Vice President of Pre-Owned Merchandising and Marketing. He holds an MBA from Southern Methodist University, Cox School of Business.

Each executive officer serves at the discretion of our Board and holds office until their successor is duly elected and qualified or until their earlier resignation or removal.

This CD&A describes the key objectives and elements of our executive compensation program and the compensation decisions for our named executive officers (“NEOs”) for our 2025 fiscal year. The Compensation Committee (the “Committee”), with input from its independent compensation consultant, oversees our executive compensation program and determines the compensation for our NEOs, with the exception that the independent members of our Board (the “Independent Directors”) have final approval with respect to the compensation for our Chief Executive Officer, Jonathan Neman (our “CEO”), and our Chief Concept Officer, Nicolas Jammet (our “CCO”), both of whom are co-founders of the Company. Our NEOs for the 2025 fiscal year are as follows:

Fiscal year 2025 was a year of transition for Sweetgreen. After delivering our first full fiscal year of positive Adjusted EBITDA⁽¹⁾ in fiscal year 2024, the Company faced a more challenging operating environment in fiscal year 2025, with a sustained reduction in customer traffic that weighed on our financial results. In response, our leadership took decisive action, which included hiring three new executives with extensive experience at industry-leading restaurant brands and launching the Sweet Growth Transformation Plan to strengthen the foundation of our business and position Sweetgreen for durable, long-term growth.

Financial highlights for our 2025 fiscal year include:

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. 

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.

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.

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.

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.

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

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.

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.

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.

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.”

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:

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.

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.

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.

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.

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:

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.

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.

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.

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.