DEF 14A of Sweetgreen, Inc., Apr 23, 2026

DEF 14A of Sweetgreen, Inc.

Filed Apr 23, 2026 · FY20250001140361-26-016260

Open on EDGAR

  1. Our Nominees

    Our Nominees 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.

  2. Our Nominees

    | 8 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  3. Our Nominees

    | 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. | |

  4. Our Nominees

    | 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. | |

  5. Our Nominees

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 9 |

  6. Our Nominees

    | 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. | |

  7. Our Nominees

    | 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. | |

  8. Our Nominees

    | 10 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  9. Our Nominees

    | 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. | |

  10. Our Nominees

    | 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. | |

  11. Our Nominees

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 11 |

  12. Our Nominees

    | 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. | |

  13. Our Nominees

    | 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. | |

  14. Our Nominees

    | 12 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  15. Our Nominees

    | Bradley Singer | | | | Director Since 2021 Age: 59 Independent Audit Committee (Chair) | | Mr. Singer has served as a member of our Board since January 2021. Since October 2025, Mr. Singer has served in a strategic executive role at Warner Bros. Discovery, a leading global media and entertainment company. From January 2015 to December 2021, Mr. Singer served as Chief Operating Officer of ValueAct Capital, an investment company. He also served as an investment partner of ValueAct Capital from May 2012 to June 2021. From July 2008 to March 2012, he served as Senior Executive Vice President and Chief Financial Officer of Discovery Communications, and from December 2001 to June 2008, he served as the Chief Financial Officer and Treasurer of American Tower Corporation. Mr. Singer serves on the boards of directors of Crown Castle and Warby Parker, and previously served on the boards of directors of Citizens Communication Corporation, Martha Stewart Living Omnimedia, Motorola Solutions, Redfin Corporation, and Rolls-Royce Holdings. Mr. Singer holds a B.S. from the University of Virginia and a M.B.A. from Harvard Business School. | | | Director Qualifications We believe Mr. Singer is qualified to serve on our Board due to his extensive experience in the technology and consumer industries as an executive officer. | |

  16. Our Nominees

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

  17. Our Nominees

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 13 |

  18. Our Nominees

    | CORPORATE GOVERNANCE | |

  19. Compensation Committee

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

  20. Non-Employee Director Compensation

    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:

  21. Non-Employee Director Compensation

    | Name(1) | Fees earned or paid in cash ($) | Stock Awards ($)(2)(3) | Total ($) | | Neil Blumenthal | $50,000 | $182,116 | $232,116 | | Julie Bornstein | $50,000 | $182,116 | $232,116 | | Cliff Burrows | $85,000 | $182,116 | $267,116 | | Montgomery Moran | $50,000 | $182,116 | $232,116 | | Dawn Ostroff | $60,000 | $182,116 | $242,116 | | Bradley Singer | $70,000 | $182,116 | $252,116 |

  22. Non-Employee Director Compensation

    | (1) The aggregate number of shares subject to outstanding stock options held by each director listed in this table as of December 28, 2025 was as follows: 50,000 for Ms. Bornstein and 50,000 for Mr. Singer. |

  23. Non-Employee Director Compensation

    | (2) The amounts reported here do not reflect the actual economic value realized by our directors. In accordance with SEC rules, this column represents the grant date fair value of shares underlying restricted stock units, calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification, Topic 718 (“ASC Topic 718”). |

  24. Non-Employee Director Compensation

    | (3) The aggregate number of shares subject to outstanding restricted stock units held by each director listed in this table as of December 28, 2025 was as follows: 24,172 for Mr. Burrows. |

  25. Non-Employee Director Compensation

    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.

  26. Non-Employee Director Compensation Policy

    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.

  27. Non-Employee Director Compensation Policy

    | 22 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  28. Non-Employee Director Compensation Policy

    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 -

  29. Non-Employee Director Compensation Policy

    | • | an annual cash retainer of $50,000 for eligible directors; |

  30. Non-Employee Director Compensation Policy

    | • | an annual cash retainer of $70,000 for service as lead independent director (in lieu of the regular annual retainer described above); |

  31. Non-Employee Director Compensation Policy

    | • | additional annual cash retainers of $20,000 for service as the chair of the Audit Committee, $15,000 for service as the chair of the Compensation Committee, and $10,000 for service as the chair of the Nominating Committee; and |

  32. Non-Employee Director Compensation Policy

    For all non-employee directors, regardless of independence -

  33. Non-Employee Director Compensation Policy

    | • | an annual, fully vested restricted stock unit (“RSU”) award with a fair market value of $200,000 (the “Annual RSUs”). |

  34. Non-Employee Director Compensation Policy

    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 1st 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.

  35. Non-Employee Director Compensation Policy

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 23 |

  36. Non-Employee Director Compensation Policy

    | PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |

  37. Non-Employee Director Compensation Policy

    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.

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

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

  39. Nicolas Jammet. Biographical information for Mr. Jammet 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.

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

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 27 |

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

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  42. Overview

    Overview 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:

  43. Overview

    | 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) |

  44. Overview

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

  45. Key Executive Compensation Design Principles

    | What We Do | | What We Don’t Do | | | ✔ | Tie a substantial portion of executive pay to Company performance | ✘ | No excessive perquisites or supplemental benefits | | ✔ | Emphasize equity compensation over cash compensation | ✘ | No single-trigger change in control benefits | | ✔ | Require achievement of pre-established financial objectives for annual incentive payouts | ✘ | No guaranteed bonuses or multi-year bonus commitments | | ✔ | Use stock options that only deliver value upon stock price appreciation | ✘ | No repricing of stock options | | ✔ | Maintain stock ownership guidelines for executive officers | ✘ | No excise tax gross-ups | | ✔ | Subject incentive compensation to a clawback policy | | | | ✔ | Retain an independent compensation consultant | | | | ✔ | Conduct annual Say-on-Pay advisory vote | | | | ✔ | Performance-based RSUs based on relative TSR granted to our CEO in 2026 | | |

  46. Role of Compensation Committee, Board, and Management

    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.

  47. Role of Compensation Consultant

    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:

  48. Role of Compensation Consultant

    | • | Assessed the peer group composition for continued relevance and recommended no changes. |

  49. Role of Compensation Consultant

    | • | Reviewed and assessed our compensation practices and the cash and equity compensation levels of our executive officers, taking into consideration the compensation practices and executive compensation levels amongst our peer group as well as survey data. |

  50. Role of Compensation Consultant

    | • | Reviewed and assessed our annual incentive plan, including the metrics, payout levels, and caps. |

  51. Role of Compensation Consultant

    | • | Reviewed and assessed our long-term equity incentive plan and conducted an analysis of our equity burn rate, overhang, and stock-based compensation expense. |

  52. Role of Compensation Consultant

    | • | Conducted a review of, and provided guidance with respect to, our severance and change in control policies. |

  53. Role of Compensation Consultant

    | • | Advised on regulatory developments relating to executive compensation. |

  54. Role of Compensation Consultant

    | • | Reviewed and advised us with respect to our most recent Say-on-Pay voting results. |

  55. Role of Compensation Consultant

    | • | Assisted with the development and implementation of stock ownership guidelines for our executive officers. |

  56. Role of Compensation Consultant

    | • | Conducted a review of our non-employee director compensation policy and proposed updates. |

  57. Role of Compensation Consultant

    | • | Conducted a compensation risk assessment of our executive compensation program. |

  58. Role of Compensation Consultant

    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.

  59. Role of Compensation Consultant

    | 32 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  60. Compensation Peer Group

    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.

  61. Compensation Peer Group

    | The peer group with respect to fiscal year 2025 was as follows: | | | BJ’s Restaurants Inc. | Jack in the Box Inc. | | Canada Goose Holdings Inc. | Krispy Kreme, Inc. | | CAVA Group, Inc. | Portillo’s Inc. | | Celsius Holdings, Inc. | Shake Shack Inc. | | Denny’s Corp. | Sonos Inc. | | Dine Brands Global, Inc. | Warby Parker Inc. | | Dutch Bros Inc. | Wingstop Inc. | | FIGS, Inc. | Yeti Holdings, Inc. | | First Watch Restaurant Group, Inc. | |

  62. Compensation Peer Group

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

  63. Use of Peer Group and Competitive Market Compensation Survey Data

    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.”

  64. Factors Used in Determining Executive Compensation

    | • | Peer group and survey data as described above in “—Use of Peer Group and Competitive Market Compensation Survey Data.” |

  65. Factors Used in Determining Executive Compensation

    | • | Recommendations from our independent compensation consultant. |

  66. Annual Incentive Plan

    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.

  67. Annual Incentive Plan

    | 34 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  68. Annual Incentive Plan

    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.

  69. Annual Incentive Plan

    | Name | 2025 Target Bonus Opportunity | | Jonathan Neman | 100% | | Nicolas Jammet | 50% | | Jamie McConnell | 75% | | Jason Cochran | 75% | | Mitch Reback | 75% |

  70. Annual Incentive Plan

    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.

  71. Annual Incentive Plan

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 35 |

  72. Annual Incentive 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.

  73. Annual Incentive Plan

    | Same-Store Sales Change (weighted 70%) | | Restaurant-Level Profit Margin (weighted 30%) | | | Performance* | Payout Percentage | Performance* | Payout Percentage | | ≥ 7.8% | 110% | ≥ 21.4% | 110% | | 7.3% | 100% | 21.2% | 100% | | 6.8% | 90% | 21.0% | 90% | | 6.3% | 80% | 20.8% | 80% | | Target: 5.8% | 70% | Target: 20.6% | 70% | | 5.3% | 60% | 20.4% | 60% | | 4.8% | 50% | 20.2% | 50% | | 4.3% | 40% | 20.0% | 40% | | 3.8% | 30% | 19.8% | 30% | | < 3.8% | 0% | < 19.8% | 0% |

  74. Annual Incentive Plan

    | * There is no interpolation between performance achievement levels. |

  75. Annual Incentive Plan

    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:

  76. Annual Incentive Plan

    | Name | 2025 Target Bonus Opportunity* | Bonus Paid (as a % of Target Bonus Opportunity) | Bonus Paid (in Dollars) | | Jonathan Neman | 100% | 0% | $0 | | Nicolas Jammet | 50% | 0% | $0 | | Jamie McConnell | 75% | 0% | $0 | | Jason Cochran | 75% | 0% | $0 | | Mitch Reback | 75% | 0% | $0 |

  77. Annual Incentive Plan

    | * Expressed as a percentage of the total amount of base salary earned by the corresponding NEO for work performed during the 2025 calendar year. |

  78. Annual Incentive Plan

    | 36 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  79. Long Term Equity Incentive Plan

    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.

  80. Long Term Equity Incentive Plan

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 37 |

  81. Long Term Equity Incentive Plan

    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

  82. Long Term Equity Incentive Plan

    | Name | Stock Options Granted (economic value) | | Jonathan Neman | $2,600,000 | | Nicolas Jammet | $0 | | Mitch Reback | $800,000 |

  83. Long Term Equity Incentive Plan

    2025 New Hire Equity Awards

  84. Long Term Equity Incentive Plan

    | Name | Stock Options Granted (# of shares) | RSUs Granted (# of Shares) | | Jamie McConnell | 300,000 | 150,000 | | Jason Cochran | 300,000* | 150,000* |

  85. Long Term Equity Incentive Plan

    | * Includes Mr. Cochran’s initial new hire equity award in May 2025 of 250,000 stock options and 100,000 RSUs and his additional new hire equity award in September 2025 of 50,000 stock options and 50,000 RSUs. |

  86. Long Term Equity Incentive Plan

    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.

  87. Long Term Equity Incentive Plan

    | 38 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  88. Long Term Equity Incentive Plan

    The table below sets forth the number of RSUs in each of the seven tranches, the stock price milestone for that tranche, and the date such milestone was achieved, if any.

  89. Long Term Equity Incentive Plan

    | 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 | — |

  90. Employment Arrangements and Severance Benefits

    Employment Arrangements and Severance Benefits We have entered into employment agreements with all of our NEOs, setting forth the terms and conditions of such executives’ employment with us. We entered into employment agreements with Messrs. Neman, Jammet, and Reback effective as of October 1, 2021, with Mr. Cochran effective as of May 5, 2025, and with Ms. McConnell effective as of September 22, 2025. The employment agreements generally provide for at-will employment, have no specific term, and set forth the individuals’ initial annual base salary and target bonus. Additionally, the agreements with Mr. Cochran and Ms. McConnell set forth their anticipated initial equity awards, in each case subject to the Committee’s further approval. The employment agreements also provide that such individuals are eligible for severance benefits in certain situations, the terms of which are described below. Severance Benefits in Connection with a Change in Control Pursuant to the employment agreements, in the event of a termination without Cause or resignation with Good reason (each as defined in the respective employment agreement) that occurs during the time period commencing on the effective date of a Change in Control (as defined in the Company’s then-applicable equity incentive plan) and continuing until the twelve-month anniversary of the effective date of the Change in Control, we will provide the following severance benefits, contingent upon the conditions set forth in the respective employment agreement, including entering into a release of claims and complying with any existing confidentiality agreement:

  91. Employment Arrangements and Severance Benefits

    | • | 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 |

  92. Employment Arrangements and Severance Benefits

    | • | 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) |

  93. Employment Arrangements and Severance Benefits

    Severance Benefits Without a Change in Control The employment agreements also provide that, in the event of a termination without Cause or resignation with Good Reason that is not within the Change in Control period described above, we will provide the following severance benefits, contingent upon the conditions set forth in the respective employment agreement, including entering into a release of claims and complying with any existing confidentiality agreement:

  94. Employment Arrangements and Severance Benefits

    | • | 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 |

  95. Employment Arrangements and Severance Benefits

    | • | 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) |

  96. Employment Arrangements and Severance Benefits

    | (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. |

  97. Employment Arrangements and Severance Benefits

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 39 |

  98. Employment Arrangements and Severance Benefits

    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.

  99. Fiscal Year 2025 Summary Compensation Table

    | Name and Principal Position(s) | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Jonathan Neman President and Chief Executive Officer | 2025 | $550,000 | — | — | $2,675,937 | — | $144 (4) | $3,226,081 | | | 2024 | $542,308 | — | — | — | $368,098 | $144 | $910,550 | | | 2023 | $461,538 | — | — | — | $150,000 | $11,010 | $622,548 | | Jamie McConnell(5) Chief Financial Officer | 2025 | $148,077 | — | $1,125,000 | $1,152,000 | — | $39 (4) | $2,425,116 | | Nicolas Jammet(6) Chief Concept Officer | 2025 | $375,000 | — | — | — | — | $144(4) | $375,144 | | Jason Cochran(7) Chief Operating Officer | 2025 | $326,923 | $50,000 | $1,943,000 | $2,172,237 | — | $94 (4) | $4,492,254 | | Mitch Reback(8) Former Chief Financial Officer | 2025 | $347,115 | — | $300,733 (3) | $3,763,307 (3) | — | $105 (4) | $4,411,260 | | | 2024 | $471,154 | — | $295,551 | $749,998 | $239,843 | $144 | $1,756,690 | | | 2023 | $415,673 | — | $548,100 | $976,824 | $135,000 | $144 | $2,075,741 |

  100. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  101. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) | | | | | Threshold | Target | Maximum | | | | | | Jonathan Neman | Cash Incentive | — | $165,000 | $385,000 | $605,000 | — | — | — | — | | | Options | 3/15/2025 | — | — | — | — | 223,367 (3) | $23.80 | $2,675,937 | | Jamie McConnell | Cash Incentive | — | $33,317 | $77,740 | $122,164 | — | — | — | — | | | Options | 10/15/2025 | — | — | — | — | 300,000 (4) | $7.50 | $1,152,000 | | | RSUs | 10/15/2025 | — | — | — | 150,000 (5) | — | — | $1,125,000 | | Nicolas Jammet | Cash Incentive | — | $56,250 | $131,250 | $206,250 | — | — | — | — | | Jason Cochran | Cash Incentive | — | $73,558 | $171,635 | $269,711 | — | — | — | — | | | Options | 5/15/2025 | — | — | — | — | 250,000 (6) | $15.23 | $1,957,237 | | | RSUs | 5/15/2025 | — | — | — | 100,000 (7) | — | — | $1,523,000 | | | Options | 9/15/2025 | — | — | — | | 50,000 (6) | $8.40 | $215,000 | | | RSUs | 9/15/2025 | — | — | — | 50,000 (7) | — | — | $420,000 | | Mitch Reback | Cash Incentive | — | $78,101 | $182,235 | $286,370 | — | — | — | — | | | Options | 3/15/2025 | — | — | — | — | 68,728 (3) | $23.80 | $823,361 |

  102. Grants of Plan-Based Awards

    | (1) Amounts reflect target performance-based incentives for the NEOs under our 2025 SGSC Bonus Plan based on the Company’s achievement of two financial performance goals: Same-Store Sales Change, weighted at 70%, and Restaurant-Level Profit Margin, weighted at 30%. Bonus earnings pursuant to the 2025 SGSC Bonus Plan were to be settled in fully vested RSUs. See “Compensation Discussion and Analysis—2025 Executive Compensation Program—Annual Incentive Plan” above for additional information regarding the 2025 SGSC Bonus Plan. Actual payments under the 2025 SGSC Bonus Plan, if any, are set forth in the Summary Compensation Table above. |

  103. Grants of Plan-Based Awards

    | (2) In accordance with SEC rules, this column represents the grant date fair value of shares underlying stock options and RSU awards, as applicable, calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the stock options and RSUs are set forth in Note 10, “Stock-Based Compensation” in our 2025 Form 10-K. |

  104. Grants of Plan-Based Awards

    | (3) The stock option award was granted under our 2021 Plan. The shares subject to the option vest as follows, with the first vest occurring on May 15, 2025: (i) 5% of the options vested in quarterly installments on each quarterly vesting date over the first year, (ii) 7.5% of the options will vest in quarterly installments on each quarterly vesting date over the second year, and (iii) 12.5% of the options will vest in quarterly installments on each quarterly vesting date over the third year, subject to the NEO’s continuous service through each applicable vesting date. |

  105. Grants of Plan-Based Awards

    | (4) The stock option award was granted under our 2021 Plan. The shares subject to the option vest as follows: (i) 25% of the options will vest on August 15, 2026, and (ii) 6.25% of the options will vest in quarterly installments on each quarterly vesting date over the subsequent three years, subject to the NEO’s continuous service through each applicable vesting date. |

  106. Grants of Plan-Based Awards

    | (5) The RSU award was granted under our 2021 Plan. The RSU award vests as follows: (i) 25% of the RSU award will vest on August 15, 2026, and (ii) 6.25% of the RSU award will vest in quarterly installments on each quarterly vesting date over the subsequent three years, subject to the NEO’s continuous service through each applicable vesting date. |

  107. Grants of Plan-Based Awards

    | (6) The stock option awards were granted under our 2021 Plan. The shares subject to the options vest as follows: (i) 25% of the options will vest on May 15, 2026, and (ii) 6.25% of the options will vest in quarterly installments on each quarterly vesting date over the subsequent three years, subject to the NEO’s continuous service through each applicable vesting date. |

  108. Grants of Plan-Based Awards

    | (7) The RSU awards were granted under our 2021 Plan. The RSU awards vest as follows: (i) 25% of the RSU awards will vest on May 15, 2026, and (ii) 6.25% of the RSU awards will vest in quarterly installments on each quarterly vesting date over the subsequent three years, subject to the NEO’s continuous service through each applicable vesting date. |

  109. Grants of Plan-Based Awards

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 43 |

  110. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our NEOs as of December 28, 2025.

  111. Outstanding Equity Awards at Fiscal Year End

    | Name | Grant Date(1) | Vesting Commencement Date | Option Awards | | | | Stock Awards | | | | | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price per share | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested(2) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested(2) | | Jonathan Neman | 1/1/2018 | 1/1/2018 | 14,173 (3) | — | $3.14 | 3/13/2027 | — | — | — | — | | | 8/28/2018 | 8/28/2018 | 1,200,000 (3) | — | $3.73 | 8/27/2028 | — | — | — | — | | | 12/5/2019 | 12/5/2019 | 187,394 (3) | — | $7.77 | 12/4/2029 | — | — | — | — | | | 12/5/2019 | 1/1/2019 | 248,778 (3) | — | $7.77 | 12/4/2029 | — | — | — | — | | | 6/16/2021 | 1/1/2022 | 802,121 (3) | — | $10.76 | 6/15/2031 | — | — | — | — | | | 10/24/2021 | 11/17/2021 | — | — | — | — | — | — | 1,500,000 (7) | $10,455,000 | | | 3/15/2025 | 5/15/2025 | 33,507 (4) | 189,860 | $23.80 | 03/14/2035 | — | — | — | — | | Jamie McConnell | 10/15/2025 | 8/15/2025 | — | 300,000 (5) | $7.50 | 10/14/2035 | — | — | — | — | | | 10/15/2025 | 8/15/2025 | — | — | — | — | 150,000 (8) | 1,045,500 | — | — | | Nicolas Jammet | 1/1/2018 | 1/1/2018 | 14,173 (3) | — | $3.14 | 3/13/2027 | — | — | — | — | | | 8/28/2018 | 8/28/2018 | 1,200,000 (3) | — | $3.73 | 8/27/2028 | — | — | — | — | | | 12/5/2019 | 12/5/2019 | 248,778 (3) | — | $7.77 | 12/4/2029 | — | — | — | — | | | 12/5/2019 | 1/1/2019 | 200,000 (3) | — | $7.77 | 12/4/2029 | — | — | — | — | | | 6/16/2021 | 1/1/2022 | 830,000 (3) | — | $10.76 | 6/15/2031 | — | — | — | — | | | 10/24/2021 | 11/17/2021 | — | — | — | — | — | — | 1,500,000 (7) | $10,455,000 | | Jason Cochran | 5/15/2025 | 5/15/2025 | — | 250,000 (5) | $15.23 | 05/14/2035 | — | — | — | — | | | 5/15/2025 | 5/15/2025 | — | — | — | — | 100,000 (8) | 697,000 | | | | | 9/15/2025 | 5/15/2025 | — | 50,000 (5) | $8.40 | 09/14/2035 | — | — | — | — | | | 9/15/2025 | 5/15/2025 | — | — | — | — | 50,000 (8) | 348,500 | — | — | | Mitch Reback | 12/5/2019 | 1/1/2019 | 30,000 (3) | — | $7.77 | 12/4/2029 | — | — | — | — | | | 12/5/2019 | 12/5/2019 | 150,000 (3) | — | $7.77 | 12/4/2029 | — | — | — | — | | | 6/30/2020 | 6/30/2020 | 61,250 (3) | — | $4.78 | 6/29/2030 | — | — | — | — | | | 6/16/2021 | 1/1/2021 | 250,000 (3) | — | $10.76 | 6/15/2031 | — | — | — | — | | | 2/21/2023 | 2/15/2023 | 62,501 (4)(6) | 8,928 | $9.36 | 2/20/2033 | — | — | — | — | | | 2/21/2023 | 2/15/2023 | — | — | — | — | 1,250 (6)(9) | 8,712 | — | — | | | 5/1/2023 | 5/15/2023 | 126,564 (4)(6) | 42,186 | $8.08 | 4/30/2033 | — | — | — | — | | | 5/1/2023 | 5/15/2023 | — | — | — | — | 14,062 (6)(9) | 98,012 | — | — | | | 2/12/2024 | 2/15/2024 | 61,972 (4)(6) | 61,968 | $12.49 | 2/11/2034 | — | — | — | — | | | 2/12/2024 | 2/15/2024 | — | — | — | — | 11,828 (6)(9) | 82,441 | — | — | | | 3/15/2025 | 5/15/2025 | 10,311 (4)(6) | 58,417 | $23.80 | 03/14/2035 | — | — | — | — |

  112. Outstanding Equity Awards at Fiscal Year End

    | (1) All of the equity awards were granted under either our 2009 Equity Incentive Plan (the “2009 Plan”), our 2019 Plan, or our 2021 Plan. |

  113. Outstanding Equity Awards at Fiscal Year End

    | (2) The amounts are calculated using a value of $6.97 per share, which was the closing price of our Class A common stock on the NYSE on December 26, 2025, the last trading day of our 2025 fiscal year. |

  114. Outstanding Equity Awards at Fiscal Year End

    | (3) The shares subject to the option are fully vested. |

  115. Outstanding Equity Awards at Fiscal Year End

    | 44 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  116. Outstanding Equity Awards at Fiscal Year End

    | (4) The shares subject to the option vest in quarterly installments, with 20% of the shares subject to the option vesting in the 12 months following the vesting commencement date, 30% of the shares subject to the option vesting in the subsequent 12 months, and the remaining 50% of the shares subject to the option vesting in the subsequent 12 months, subject to the NEO’s continuous service through each applicable vesting date. |

  117. Outstanding Equity Awards at Fiscal Year End

    | (5) 25% of the shares subject to the option vest on the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each applicable vesting date. |

  118. Outstanding Equity Awards at Fiscal Year End

    | (6) Mr. Reback retired from Sweetgreen, and his last day of employment was September 21, 2025. In September and October 2025, the Company and Mr. Reback entered into a consulting agreement (effective immediately upon the termination of Mr. Reback’s employment) and a separation agreement, which are described in the section above titled, “Compensation Discussion and Analysis—Other Features of Our Executive Compensation Program—Employment Arrangements and Severance Benefits—Retirement of, and Post-Employment Agreements with, Mitch Reback,” pursuant to which (i) Mr. Reback’s equity awards continued to vest during the term of such consulting agreement and (ii) on March 21, 2026, all of Mr. Reback’s then-outstanding and unvested stock options and RSU awards automatically vested. |

  119. Outstanding Equity Awards at Fiscal Year End

    | (7) The shares subject to the RSU award vest in seven equal tranches upon the achievement of milestones relating to the trailing 90-day volume weighted average trading price of our Class A common stock, ranging from $30 to $75, subject to the NEO’s continued service through each applicable vesting date. |

  120. Outstanding Equity Awards at Fiscal Year End

    | (8) 25% of the shares subject to the RSU award vest on the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each applicable vesting date. |

  121. Outstanding Equity Awards at Fiscal Year End

    | (9) The shares subject to the RSU award vest in quarterly installments, with 20% of the shares subject to the RSU award vesting in the 12 months following the vesting commencement date, 30% of the shares subject to the RSU award vesting in the subsequent 12 months, and the remaining 50% of the shares subject to the RSU award vesting in the subsequent 12 months, subject to the NEO’s continuous service through each applicable vesting date. |

  122. Outstanding Equity Awards at Fiscal Year End

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 45 |

  123. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows certain information regarding option exercises and stock vesting during the 2025 fiscal year with respect to our NEOs.

  124. Option Exercises and Stock Vested

    | | Option Awards | | Stock awards | | | Name | Number of shares acquired on exercise | Value realized on exercise | Number of shares acquired on vesting | Value realized on vesting(4) | | Jonathan Neman | — | — | 15,466 (2) | 368,091 | | Jamie McConnell | — | — | — | — | | Nicolas Jammet | — | — | 5,292 (2) | 125,950 | | Jason Cochran | — | — | — | — | | Mitch Reback | 20,000 | 449,748 (1) | 81,674 (3) | 1,332,562 |

  125. Option Exercises and Stock Vested

    | (1) The value realized on exercise is based on the difference between the closing market price of our Class A common stock on the date of exercise and the applicable exercise price of those options, and does not represent the actual amounts received by Mr. Reback as a result of the option exercises. |

  126. Option Exercises and Stock Vested

    | (2) The amount shown represents shares issued in March 2025 in settlement of fully vested RSUs, which were granted in satisfaction of performance-based incentive compensation earned by our NEOs for fiscal year 2024 pursuant to the 2024 SGSC Bonus Plan. |

  127. Option Exercises and Stock Vested

    | (3) The amount shown includes 10,077 shares issued in March 2025 in settlement of fully vested RSUs, which were granted in satisfaction of performance-based incentive compensation earned by Mr. Reback for fiscal year 2024 pursuant to the 2024 SGSC Bonus Plan. |

  128. Option Exercises and Stock Vested

    | (4) The value realized on vesting is based on the number of shares of our Class A common stock underlying the RSUs that vested multiplied by the closing market price of our Class A common stock on the corresponding vesting date, and does not represent the actual amounts received by such NEO as a result of the RSU unit awards vesting. |

  129. Option Exercises and Stock Vested

    | 46 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  130. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below sets forth the amount of compensation payable to each NEO upon (i) the NEO’s termination of employment without cause or resignation for good reason and (ii) the NEO’s termination of employment without cause or resignation for good reason in connection with or following a change in control of the Company. The amounts shown in the table below assume that such termination of employment and/or change in control was effective as of December 28, 2025, and thus are estimates of the amounts that would be paid out to our NEOs in such circumstances.

  131. Potential Payments Upon Termination or Change in Control

    | Name | Type of Termination | Base Salary(1) | Bonus(2) | Accelerated Vesting of Equity Awards(3) | Total | | Jonathan Neman | Termination without cause or resignation with good reason | $550,000 | $546,978 | — | $1,096,978 | | | Termination without cause or resignation with good reason in connection with a change in control | $825,000 | $546,978 | — | $1,371,978 | | Jamie McConnell | Termination without cause or resignation with good reason | $275,000 | $0(4) | — | $275,000 | | | Termination without cause or resignation with good reason in connection with a change in control | $550,000 | $0(4) | — | $550,000 | | Nicolas Jammet | Termination without cause or resignation with good reason | $375,000 | $186,470 | — | $561,470 | | | Termination without cause or resignation with good reason in connection with a change in control | $562,500 | $186,470 | — | $748,970 | | Jason Cochran | Termination without cause or resignation with good reason | $250,000 | $0(5) | — | $250,000 | | | Termination without cause or resignation with good reason in connection with a change in control | $500,000 | $0(5) | | $500,000 | | Mitch Reback(6) | Termination without cause or resignation with good reason | — | $ — | — | — | | | Termination without cause or resignation with good reason in connection with a change in control | — | — | — | — |

  132. Potential Payments Upon Termination or Change in Control

    | (1) In the event of termination without cause or resignation with good reason, represents a lump sum cash payment equal to 12 months of base salary (for Messrs. Neman and Jammet) or six months of base salary (for our other NEOs). In the event of termination without cause or resignation with good reason in connection with a change in control, represents a lump sum cash payment equal to 18 months of base salary (for Messrs. Neman and Jammet) or 12 months of base salary (for our other NEOs). |

  133. Potential Payments Upon Termination or Change in Control

    | (2) In the event of termination without cause or resignation with good reason or termination without cause or resignation with good reason in connection with a change in control, represents a lump sum cash payment equal to the NEO’s target bonus for the applicable fiscal year, pro-rated based on the date of termination. |

  134. Potential Payments Upon Termination or Change in Control

    | (3) As of December 28, 2025, our NEOs had no in-the-money options and no unvested RSUs for which vesting is accelerated upon a triggering event. |

  135. Potential Payments Upon Termination or Change in Control

    | (4) The Company and Ms. McConnell entered into an executive employment agreement, effective September 22, 2025 (the "McConnell Effective Date"), which provides that in the event of termination without cause or resignation with good reason or termination without cause or resignation with good reason in connection with a change in control, in each case on or after the one-year anniversary of the McConnell Effective Date, Ms. McConnell will be entitled to a lump sum cash payment equal to her target bonus for the applicable fiscal year, pro-rated based on the date of termination. |

  136. Potential Payments Upon Termination or Change in Control

    | (5) The Company and Mr. Cochran entered into an executive employment agreement, effective May 5, 2025 (the "Cochran Effective Date"), which provides that in the event of termination without cause or resignation with good reason or termination without cause or resignation with good reason in connection with a change in control, in each case on or after the one-year anniversary of the Cochran Effective Date, Mr. Cochran will be entitled to a lump sum cash payment equal to his target bonus for the applicable fiscal year, pro-rated based on the date of termination. |

  137. Potential Payments Upon Termination or Change in Control

    | (6) Mr. Reback retired from Sweetgreen, and his last day of employment was September 21, 2025. In September and October 2025, the Company and Mr. Reback entered into a consulting agreement (effective immediately upon the termination of Mr. Reback’s employment) and a separation agreement, which are described in the section above titled, “Compensation Discussion and Analysis—Other Features of Our Executive Compensation Program—Employment Arrangements and Severance Benefits—Retirement of, and Post-Employment Agreements with, Mitch Reback.” Under the terms of the separation agreement, Mr. Reback is entitled to exercise his stock options for a period of three years following the termination of the consulting agreement (or until the expiration date of the option, if earlier). Under the terms of the consulting agreement, which terminated pursuant to its terms on March 22, 2026, Mr. Reback was required to, as reasonably requested by the Company, provide up to 35 hours of consulting services for each month during the term of the agreement. In consideration for his post-employment consulting services, (i) Mr. Reback received payments of $7,500 per month, (ii) Mr. Reback’s equity awards continued to vest during the term of the consulting agreement, and (iii) on March 21, 2026, all of Mr. Reback’s then-outstanding and unvested stock options and RSU awards automatically vested. |

  138. Potential Payments Upon Termination or Change in Control

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 47 |

  139. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K (“Item 402(u)”) and Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, presented below is the ratio of our CEO’s total compensation to that of Sweetgreen’s median employee (excluding our CEO, Mr. Neman). The pay ratio disclosure rules permit companies to identify the median compensated employee once every three years unless there has been a material change in employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. For 2025, we used the same median employee who was identified in 2024, as we do not believe we have experienced any material changes in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. We identified the median employee by examining 2024 total compensation using a consistently applied compensation measure (“CACM”) of taxable income (IRS Form W-2, Box 1) for 2024. We included all employees employed as of December 29, 2024, whether employed on a full-time or part-time basis and annualized the CACM for full-time individuals employed less than a full year. Using this methodology, the median employee was identified as a part-time employee at one of our locations. After identifying the median employee based on the CACM, we calculated annual total compensation for the median employee using the same methodology for our NEOs as set forth in the Summary Compensation Table. For the fiscal year ended December 28, 2025, the total compensation for the median employee was $25,843, and the total compensation for Mr. Neman reported in the Summary Compensation Table was $3,226,081. This results in a ratio of our CEO’s annual total compensation to our median employee’s annual total compensation of 125:1. The ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  140. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth additional compensation information of our Principal Executive Officer (“PEO”) and our non-PEO NEOs, along with total shareholder return (“TSR”), net income, and Same-Store Sales Change performance results, for our fiscal years ending in 2021, 2022, 2023, 2024, and 2025:

  141. Pay Versus Performance Table

    | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($) | Same-Store Sales Change(6) (%) | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(5) ($) | | | | 2025 | 3,226,081 | (36,146,134) (4) | 2,925,944 | (9,702,306) (4) | 25 | 87 | (134,065,000) | (7.9) | | 2024 | 910,550 | 52,279,549 (4) | 2,173,466 | 9,187,848 (4) | 116 | 103 | (90,373,000) | 6.2 | | 2023 | 622,548 | 6,744,537 (4) | 1,080,321 | 1,570,321 (4) | 40 | 89 | (113,384,000) | 4.4 | | 2022 | 350,144 | (61,516,400) (4) | 649,693 | (5,807,584) (4) | 32 | 76 | (190,441,000) | 13.1 | | 2021 | 38,834,483 | 111,254,241 (4) | 38,814,481 | 111,234,239 (4) | 112 | 98 | (153,175,000) | 24.6 |

  142. Pay Versus Performance Table

    | 48 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  143. Pay Versus Performance Table

    | (1) Our PEO and other NEOs included in the above compensation columns reflect the following: |

  144. Pay Versus Performance Table

    | Year | PEO | Non-PEOs | | 2025 | Jonathan Neman | Jamie McConnell, Nicolas Jammet, Jason Cochran, Mitch Reback | | 2024 | Jonathan Neman | Mitch Reback, Wouleta Ayele, Adrienne Gemperle, and Rossann Williams | | 2023 | Jonathan Neman | Mitch Reback, Wouleta Ayele, Adrienne Gemperle, and Jim McPhail | | 2022 | Jonathan Neman | Mitch Reback, Wouleta Ayele, Jim McPhail, and Daniel Shlossman | | 2021 | Jonathan Neman | Nicolas Jammet and Nathaniel Ru |

  145. Pay Versus Performance Table

    | (2) Except as described in footnote (3) below, fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was calculated in accordance with ASC Topic 718, and the valuation methods used to calculate the fair values did not materially differ from those disclosed at the time of grant. |

  146. Pay Versus Performance Table

    | (3) For the portion of “Compensation Actually Paid” that represents compensation based on year-end stock prices, the following prices were used: for 2025, $6.97 (78% reduction from prior year): for 2024, $32.37 (186% increase from prior year), for 2023, $11.30 (28% increase from prior year); for 2022, $8.83 (72% reduction from prior year); and for 2021, $31.36 (304% increase from IPO date). |

  147. Pay Versus Performance Table

    | (4) “Compensation Actually Paid” to our PEO (Jonathan Neman) and the average “Compensation Actually Paid” to our non-PEO NEOs in 2025, 2024, 2023, 2022, and 2021 reflect the following adjustments from total compensation reported in the Summary Compensation Table (in thousands): |

  148. Pay Versus Performance Table

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Average Non-PEO | PEO | Average Non-PEO | PEO | Average Non-PEO | PEO | Average Non-PEO | PEO | Average Non-PEO | | Total Reported in Summary Compensation Table (SCT) | $3,226,081 | $2,925,944 | $910,550 | $2,173,466 | $622,548 | $1,080,321 | $350,144 | $649,693 | $38,834,483 | $38,814,481 | | Less, Value of Stock and Option Awards reported in SCT | ($2,675,937) | ($2,614,069) | — | $(1,445,702) | — | $(555,610) | — | $(240,953) | $(38,142,732) | $(38,142,732) | | Plus, Year-End Fair Value of Awards Granted During Fiscal Year that are Unvested and Outstanding | $200,488 | $968,450 | — | $4,546,299 | — | $612,484 | — | $68,574 | $77,526,763 | $77,526,763 | | Plus, Change in Fair Value (from Prior Fiscal Year-End to Current Fiscal Year-End) of Prior Year Awards that are Outstanding and Unvested | ($37,363,830) | ($9,620,691) | $30,769,608 | $1,937,709 | $5,878,490 | $232,898 | $(57,677,180) | $(4,941,831) | $7,770,827 | $7,770,827 | | Plus, Vesting Date Fair Value of Awards Granted During Fiscal Year and that Vested During Fiscal Year | $468,253 | $96,181 | — | $418,991 | — | $28,967 | — | $21,083 | — | — | | Plus, Change in Fair Value (from Prior Fiscal Year-End to Vesting Date) of Prior Year Awards that Vested During Fiscal Year | ($1,190) | ($815,842) | $20,599,391 | $1,557,085 | $243,499 | $171,261 | $(4,189,364) | $(1,364,150) | $25,264,900 | $25,264,900 | | Less Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | — | ($642,278) | — | — | — | — | — | — | — | — | | Total Adjustments | ($39,372,215) | ($12,628,250) | $51,368,999 | $7,014,382 | $6,121,989 | $490,000 | $(61,866,544) | $(6,457,277) | $72,419,758 | $72,419,758 | | “Compensation Actually Paid” for Fiscal Year | ($36,146,134) | ($9,702,306) | $52,279,549 | $9,187,848 | $6,744,537 | $1,570,321 | $(61,516,400) | $(5,807,584) | $111,254,241 | $111,234,239 |

  149. Pay Versus Performance Table

    | (5) Peer group TSR reflects the S&P 600 Restaurants Index as reflected in our 2025 Form 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on our IPO date of November 19, 2021 through the last day of the fiscal year presented. |

  150. Pay Versus Performance Table

    | (6) As required by Item 402(v) of Regulation S-K, we have determined that Same-Store Sales Change is the Company-Selected Measure, the calculation of which is described in our Annual Report on Form 10-K for the year ended December 28, 2025. Same-Store Sales Change may not have been the most important financial performance measure for years prior to 2025 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  151. Pay Versus Performance Table

    | | SWEETGREEN, INC. 2026 PROXY STATEMENT | 49 |

  152. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures We believe the “Compensation Actually Paid” in each of the years reported above is reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” (or, “CAP”) is in line with business performance, primarily due our stock price performance and our achievement against pre-established performance goals under our annual bonus plan. See “Compensation Discussion and Analysis” above for additional information regarding our annual bonus plan and other elements of our executive compensation program. Note: Sweetgreen’s TSR was not available in 2020.

  153. Relationship Between Compensation Actually Paid and Performance Measures

    | 50 | SWEETGREEN, INC. 2026 PROXY STATEMENT | |

  154. Most Important Financial Performance Measures to Link Compensation Actually Paid

    Most Important Financial Performance Measures to Link Compensation Actually Paid