What changed in this filing

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Item 1. Business

2024-02-29 compared with 2023-02-23 · 80 added, 68 removed, 127 unchanged (54% of the section changed)

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Our Core Menu

• Our core menu features 11 curated, signature items which are offered year-round in all of our locations.

• Our core menu features 13 curated, signature items which are offered year-round in all of our locations, including our latest addition of protein plates.

• In addition to our core menu items, our single most popular item is the “custom” salad or bowl, which can include millions of combinations from 40-plus ingredients prepared fresh in each of our restaurants every day, as well as our made-from-scratch dressings.

• We keep our menu fresh by curating a smaller seasonal menu five times per year.

We believe our seasonal menu rotation, which celebrates the strength of our regional supply chain by highlighting

fresh local ingredients, increases order frequency by introducing new flavor combinations for our customers to sample.

• We keep our menu fresh by curating a smaller seasonal and limited time offer menu throughout the year.

We believe our seasonal menu rotation, which celebrates the strength of our regional supply

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chain by highlighting fresh local ingredients, increases order frequency by introducing new flavor combinations for our customers to sample.

• On our Owned Digital Channels, we offer exclusive menu items, including seasonal digital exclusives and curated “collections” relevant to each customer.

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Our Real Estate

We opened 36 Net New domestic, company-owned restaurants in fiscal year 2022.

We opened 35 Net New Restaurants in fiscal year 2023.

As we continue to expand, we are confident that our compelling restaurant-level economics will continue to work across geographies and market types.

We utilize a rigorous, data-driven real estate selection process to identify new restaurant sites with both high anticipated foot traffic and proximity to workplaces and residences that support our multi-channel approach.

We have incorporated additional capacity, including secondary lines, in the majority of our restaurants so they can flex to handle fluctuations in order volumes.

We continue to test new restaurant design concepts to bring sweetgreen into a wider variety of neighborhoods.

We have thoughtfully designed all of our restaurants to both reflect the culture and feel of our local communities and to support our multiple digital channels including exterior pick-up windows and curbside pick-up for digital orders.

We recently launched our first digital pick-up kitchen as well as our drive-thru

We continue to explore other design features and incorporating automation into our designs.

We continue to test new restaurant design concepts to bring Sweetgreen into a wider variety of trade areas and markets.

We recently launched our second automated restaurant pilot with the opening of our Huntington Beach location.

We continue to learn from these pilots and are incorporating our findings into more of our future restaurant openings.

Our Technology

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Customers place their order through our mobile app or website and pick it up from their chosen Sweetgreen location at the time most convenient for them.

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Native Delivery.

We launched our Native Delivery Channel in January 2020, and believe it offers a superior customer experience to our Marketplace Channel, with lower menu item pricing than our Marketplace Channel, greater delivery radii than our Marketplace Channel in many locations, enhanced customization features, access to our seasonal menu items and ingredients, and access to exclusive promotions via sweetgreen Rewards and Challenges.

Our Outpost Channel enables office workers, hospital workers, or building residents to get their custom sweetgreen order delivered directly to an outpost station at their location during a dedicated time window each day, with lower customer fees than our delivery channels.

We launched our Native Delivery Channel in January 2020, and believe it offers a superior customer experience to our Marketplace Channel, generally with lower menu item pricing than our Marketplace Channel, greater delivery radii than our Marketplace Channel in many locations, enhanced customization features, access to our seasonal menu items and ingredients, and access to exclusive promotions via Sweetgreen Rewards and Challenges.

Outpost and Catering.

Our Outpost and Catering Channel enables office workers or building residents to get their custom Sweetgreen order delivered directly to an outpost station at their location during a dedicated time window each day, with lower customer fees than our delivery channels.

As of the end of fiscal year 2023, we had 821 live Outpost locations.

Despite a strategic focus on our Owned Digital Channels, our In-Store Channel is core to our platform and serves as a critical path to attract new customers via our iconic physical locations.

Customers can pay digitally using the “scan-to-pay” feature on our mobile app.

Our Marketplace Channel often serves as an effective means to reach new digital customers who have not used our native mobile app or website before.

We then aim to convert Marketplace customers to our digital platform.

In addition, our Outpost and Catering Channel includes our catering offerings, which refer to sales to customers made through our catering website for pickup at one of our restaurants or delivery to a customer specified address.

During fiscal year 2022, we began piloting our Catering program with a goal of serving event and group customers in an additional format through which they prefer to order.

Bulk orders of salads, warm bowls, sides and drinks can be ordered for delivery together and are prepared at select locations.

In addition to a strategic focus on our Owned Digital Channels, our In-Store Channel is core to our platform and serves as a critical path to attract new customers via our iconic physical locations.

Digital scan-to-pay was eliminated during fiscal year 2023.

P rior to the elimination of digital scan-to-pay, c ustomers could pay digitally using the “scan-to-pay” feature on our mobile app.

Purchases made in our In-Store Channel via cash or credit card are referred to as “Non-Digital” transactions, and purchases made in our In-Store Channel via digital scan-to-pay, prior to its elimination, were included as part of our Owned Digital Channels.

Our Marketplace Channel often serves as an effective means to reach new digital customers who have not used our native mobile app or website before.

We then aim to convert Marketplace customers to our digital platform.

For fiscal year 2023 , 36% of our revenue was from our Owned Digital Channels, as compared to 41% from our Owned Digital Channels in fiscal year 2022.

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In addition to our customer-facing digital platform, we have also invested in technology to support our back of house operations and simplify the work of our team members.

These investments include leveraging systems that manage daily inventory in our restaurants to ensure freshness, guides prep work, optimizes our meal assembly process, and manages our team members’ output to enhance our order fulfillment times.

These investments include leveraging systems that manage inventory in our restaurants to ensure freshness, guide prep work, optimize our meal assembly process, and manage our team members’ output to enhance our order fulfillment times.

In 2021, we acquired a kitchen automation technology company, Spyce, and have further developed and deployed Spyce’s kitchen automation technology, which we refer to as the Infinite Kitchen.

We deployed units of the Infinite Kitchen in two of our restaurants during fiscal year 2023, and expect to deploy additional Infinite Kitchen units in new and existing Sweetgreen restaurants.

In 2023, our Infinite Kitchen was named as one of Time’s Best Inventions, which recognizes 200 extraordinary inventions that changed the way we live, work, play, and think about what’s possible.

Our Marketing Strategy

Our brand is designed to inspire consumers to live healthier lives without compromising their values.

Our goal is to connect food and culture to amplify our mission both in our restaurants and on our digital platform.

We use a c arefully crafted combination of brand, retail, and performance marketing to build awareness and generate sales.

In 2022, we were named as one of Fast Company’s Brands That Matter, which recognized companies and nonprofits that have had an undeniable impact on business and culture.

Our brand has been designed to inspire consumers to live healthier.

By connecting food and culture to amplify our mission, we use a carefully crafted combination of brand, retail, and digital marketing to build awareness, generate sales, and drive brand love.

In 2023, we were named one of Fast Company’s Brands That Matter, which recognized companies and nonprofits that have undeniably impacted business and culture.

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Since inception, we have collaborated with some of the world’s best chefs, athletes, musicians and thought leaders in our communities to help us amplify the power of healthy food.

During fiscal year 2021 we announced our partnership with Naomi Osaka.

Naomi is sweetgreen’s first ever national athlete ambassador and youngest investor.

Together, our goal is to shift the paradigm of food sponsorships and create a positive impact on how the next generation connects to healthy eating.

In 2022, we also partnered with Phoenix Suns (NBA) all-star Devin Booker to further the campaign.

In order to drive customers from awareness to consideration to conversion, we have invested in robust customer relationship management capabilities and paid media strategies across search, social media, and search engine optimization, as well as implemented mobile push notifications through our app.

Combined with an expansive menu strategy spanning beyond salads into hearty entrée options and dayparts, our goal is to shift the paradigm of what’s possible when it comes to convenient food at scale and positively impact how the next generation connects to healthy eating.

To drive customers from awareness to consideration to conversion, we have invested in robust customer relationship management capabilities and paid media strategies across search, social media, and search engine optimization, as well as implemented customized digital experiences through our app.

Our investment in a sophisticated marketing technology stack enables us to better understand our customers—how they first discover Sweetgreen, what they order, and what makes them return.

We also use our restaurants, which are the face of our brand and a powerful acquisition tool for new customers, as a canvas to execute national brand campaigns, seasonal menu launches, and local promotions to maintain the direct relationship with our customers.

We also use our restaurants as the face of our brand to attract new customers and as a canvas to execute national brand campaigns, menu launches, and local initiatives.

Our Team and Culture

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We pay competitive wages and believe we offer best-in-class benefits relative to the industry, including medical, dental, and vision insurance for eligible employees and their spouses or domestic partners, paid time off, paid parental leave, and equity incentives for our Head Coaches.

In 2022, we were again recognized by Newsweek in their Top 100 Most Loved Workplaces rankings.

In 2023, Built In included Sweetgreen in their “U.S.

Best Places to Work” list, and Forbes recognized Sweetgreen as one of “America’s Best Midsized Employers.”

Our Restaurant Team Structure and the Pathway to Opportunity

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During fiscal year 2023, 47% of open restaurant leadership roles were filled with promotions of existing employees.

We also saw our average Head Coach tenure grow from two to three years.

We also saw our average Head Coach tenure grow from 36 to 40 months.

Commitment to Diversity and Inclusion

We are committed to holding ourselves accountable to have gender and ethnic representation at all levels of our organization.

Specifically, we have an internal Diversity, Equity, and Inclusion (“DEI”) council and have an associated set of DEI-related goals that have been embedded into our leadership principles.

We also require annual DEI training for all Senior Leaders, People Managers, Individual Contributors, and Field Leadership.

In 2022, we were named in Mogul’s Top 100 Workplaces for Diverse Representation and Top 100 Companies with the Best Diversity, Equity, Inclusion and Belonging Initiatives.

We are honored to have received a 100% score in the Human Rights Campaign’s (“HRC”) 2022 Corporate Equality Index and to be recognized as one of the HRC’s Best Places to Work for LGBTQ+ Equality.

We believe that diversity, equity, and inclusion give us a competitive edge.

It allows us to tap into a wider pool of knowledge, skills, and experiences, which in turn enhances our ability to innovate, attract and retain top talent, and improve our team dynamics.

We are committed to representation at all levels and a culture of inclusion where all individuals, regardless of their background, can contribute.

To that end, we provide all employees with cultural competency and unconscious bias training and measure workforce representation quarterly.

In 2023, Newsweek recognized us as one of "America's Best Workplaces for Diversity." Moreover, we are proud to have achieved a 100% score in the Human Rights Campaign's Corporate Equality Index for two consecutive years.

As of December 31, 2023 , we had a total of 6,186 employees, 309 of whom worked at our Sweetgreen Support Center and 5,877 of whom worked in our restaurants.

Our mission to build healthier communities by connecting people to real food also extends to our goal of building a healthier and more equitable society.

Below are just a few select examples of the many ways in which we contribute to our local communities:

• Donations from New Restaurant Openings:

For every meal sold on the opening day of each of our new restaurants, we provide a meal-for-meal donation to a local food access non-profit partner to help alleviate food insecurity in the community.

These opening day donations, which typically amount to around 600 meals on average per new restaurant, are the beginning of a long-term relationship with our local communities.

• Impact through Brand Partnerships:

At sweetgreen, we partner with like-minded individuals seeking to positively impact people and the planet.

In 2022, we collaborated with two athletes, tennis Champion Naomi Osaka and basketball star Devin Booker, for our summer brand campaign.

In celebration of our partnerships, we donated to Naomi’s nonprofit initiative, Play Academy, created by Laureus Sport for Good and Nike, and to Devin’s nonprofit cause, the Devin Booker Starting Five, under Phoenix Suns Charities.

Both organizations provide grants to local nonprofit organizations promoting better lives for underserved youths and families.

• Supporting the next generation of farmers:

In 2022, we once again donated to the National Young Farmers Coalition, an organization supporting young and diverse growers and producers across the country.

Our contribution funded the 2022 National Young Farmers Survey, a survey conducted every five years to better understand the changing U.S.

agricultural landscape and the needs of working farmers.

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Our mission to build healthier communities by connecting people to real food extends to positively impacting the lives of our customers, team members, and citizens of the communities we serve.

Below are select examples of the ways we give back to our local communities.

• Donating Healthy Meals:

During each new restaurant opening, we distribute fresh Sweetgreen meals to local charities such as food pantries and soup kitchens to help alleviate food insecurity in the community.

Additionally, for every meal purchase on opening day, we donate a meal to a local nonprofit impact partner to distribute to someone in need.

Together, through our new restaurant opening meal donation program, we donate up to 100,000 meals annually.

• Fundraising for Local Charities:

Our restaurants are more than just places to eat;

they are community hubs where we make a positive impact.

One way we do this is by hosting fundraisers to support causes that our customers care about, such as parent-teacher associations and youth sports leagues.

• Volunteering as a Team:

We empower our team members to volunteer with causes they are passionate about by offering up to 5 hours of paid volunteer time off for eligible employees annually.

In 2023, our restaurant teams collectively volunteered over 5,000 hours to local events such as food distributions and community gardens.

We face significant competition from restaurants in the fast-casual dining and traditional fast-food segments of the restaurant industry.

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Many of our competitors have existed longer and have a more established market presence with substantially greater financial, marketing, personnel, and other resources than we do, and as a result, these competitors may be better positioned to succeed in the highly competitive restaurant industry.

Among our competitors are a number of multi-unit, multi-market, fast-food, or fast-casual restaurant concepts, some of which are expanding nationally, including companies like Chipotle, McDonald's, Panera Bread, and Shake Shack, as well as other quick service salad and health food concepts.

As we expand into new geographic markets and further develop our digital channels (including our Owned Digital Channels), we will face competition from these restaurants as well as new competitors that strive to compete with our market segments, particularly as many of our competitors have increased their digital presence over the last few years, including by enabling delivery and take-out through their digital applications.

In particular, we will face increasing competition from delivery kitchens, food aggregators and food delivery marketplaces (such as DoorDash, GrubHub, Uber Eats, and others), grocery stores (particularly those that focus on freshly prepared and organic food), and other companies that are enabling the delivery of food to customers, including delivery marketplaces that we partner with to deliver sweetgreen food to customers.

Among our competitors are a number of multi-unit, multi-market, fast-food, or fast-casual restaurant concepts, some of which are expanding nationally, including companies like Chipotle, CAVA, McDonald's, Panera Bread, and Shake Shack, as well as other quick service salad and health food concepts.

As we expand into new geographic markets and further develop our digital channels (including our Owned Digital Channels), we face competition from these restaurants as well as new competitors that strive to compete with our market segments, particularly as many of our competitors have increased their digital presence over the last few years, including by enabling delivery and take-out through their digital applications.

In particular, we face increasing competition from delivery kitchens, food aggregators and food delivery marketplaces (such as DoorDash, GrubHub, Uber Eats, ezCater, Sharebite, and others ), grocery stores (particularly those that focus on freshly prepared and organic food), and other companies that are enabling the delivery of food to customers, including delivery marketplaces that we partner with to deliver Sweetgreen food to customers.

These food delivery marketplaces own the customer data for Sweetgreen orders placed on such marketplaces and may use such customer data to encourage these customers to order from other restaurants on their marketplaces.

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We protect our intellectual property primarily through a combination of trademarks, domain names, copyrights, and trade secrets.

Since our inception, we have undertaken to strategically and proactively develop our trademark portfolio by registering our trademarks and service marks in the United States and various strategic foreign jurisdictions.

Domestically, we registered our core marks (“sweetgreen,” “SG,” and the sweetgreen logo) and certain other marks, such as “SG Outpost” and “sweetgreen Outpost.” Internationally, we currently have registered our core sweetgreen and SG marks, along with selected other marks, in foreign jurisdictions including Australia, Canada, China, the European Union, Hong Kong, Japan, Mexico, South Korea, and the United Kingdom.

These marks are registered in multiple international trademark classes, including for restaurant services and related goods and services.

Since our inception, we have undertaken to strategically and proactively develop our

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trademark portfolio by registering our trademarks and service marks in the United States and various strategic foreign jurisdictions.

Domestically, we registered our core marks (“Sweetgreen,” “SG,” and the Sweetgreen logo) and certain other marks, such as “SG Outpost,” “Sweetgreen Outpost,” and “SweetPass.” Internationally, we currently have registered our core Sweetgreen mark, along with selected other marks, in foreign jurisdictions including Australia, Canada, China, the European Union, Hong Kong, Japan, Mexico, South Korea, and the United Kingdom.

Most of our marks are registered in multiple international trademark classes, including for restaurant services and related goods and services.

We are currently pursuing additional trademark and trade dress registrations in the United States and abroad and will continue to pursue additional trademark registrations to the extent we believe they would be beneficial and cost-effective .

Additionally, as a result of the acquisition of Spyce, we have two issued patents and five patent applications pending in the United States, and one issued patent in the People’s Republic of China.

Additionally, as a result of the acquisition of Spyce Food Co.

(“Spyce”), we have two issued patents and four patent applications pending in the United States, and one issued patent in the People’s Republic of China.

We i ntend to pursue additional patent protection (including in respect of Spyce’s automation technology) to the extent we believe it would be beneficial and cost-effective.

We have obtained a registration of the Sweetgreen.com domain name as well.

We have procedures in place to monitor for potential infringement of our intellectual property, and it is our policy to take appropriate action to enforce our intellectual property, taking into account the strength of our claim, likelihood of success, cost, and overall business priorities.

We have procedures in place to monitor for potential infringement of our most important intellectual property, and it is our policy to take appropriate action to enforce our intellectual property, taking into account the strength of our claim, likelihood of success, cost, and overall business priorities.

Government Regulation

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Our operations are subject to the U.S.

Occupational Safety and Health Act, which governs worker health and safety, as well as rules and regulations regarding COVID-19, the U.S.

Occupational Safety and Health Act, which governs worker health and safety, the U.S.

Fair Labor Standards Act, which governs such matters as minimum wages and overtime, and a variety of similar federal, state and local laws (such as fair work week laws, immigration laws, laws governing the employment of minors, various wage & hour laws, termination and discharge laws, and state occupational safety regulations) that govern these and other employment law matters.

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Our revenue fluctuates as a result of seasonal factors and weather conditions.

weather conditions may occur in certain markets at any time of the year) than during periods of mild to warm weather (the spring, summer, and fall months).

In addition, a core part of our menu, salads, has proven to be more popular among consumers in the warmer months.

Recently, as consumer behavior trends have changed due in part to the COVID-19 pandemic and the emergence of hybrid or remote work environments, the seasonality in our business has been less predictable than in prior years and we have seen an increase and prolonged negative impact on our revenue around national holidays.

Historically, our revenue has been lower in the first and fourth quarters of the year due, in part, to the holiday season and the fact that fewer people eat out during periods of inclement weather (generally the winter months, though inclement weather conditions may occur in certain markets at any time of the year) than during periods of mild to warm weather (the spring, summer, and fall months).

In addition, a core part of our menu, salads, has proven to be more

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popular among consumers in the warmer months.

As consumer behavior trends have changed due in part to the COVID-19 pandemic and the emergence of hybrid or remote work environments, the seasonality in our business has been less predictable than in prior years and we have seen an increase and prolonged negative impact on our revenue around national holidays.

Data Privacy and Security

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Accordingly, we are or may become subject to numerous data privacy and security obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to data privacy and security.

Such obligations may include, without limitation, the Federal Trade Commission Act, the Telephone Consumer Protection Act of 1991, the Children’s Online Privacy Protection Act of 1998, the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003, the California Consumer Privacy Act of 2018 (“CCPA”), the Canadian Personal Information Protection and Electronic Documents Act, Canada’s Anti-Spam Legislation, the European Union’s General Data Protection Regulation 2016/679 (“EU GDPR”), the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), the ePrivacy Directive, and the Payment Card Industry Data Security Standard (“PCI DSS”).

Such obligations may include, without limitation, the Federal Trade Commission Act, the Telephone Consumer Protection Act of 1991, the Children’s Online Privacy Protection Act of 1998, the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CPRA”), (collectively, “CCPA”), the Canadian Personal Information Protection and Electronic Documents Act, Canada’s Anti-Spam Legislation, the European Union’s General Data Protection Regulation 2016/679 (“EU GDPR”), the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”) (EU GDPR and UK GDPR collectively as “GDPR”), the ePrivacy Directive, and the Payment Card Industry Data Security Standard (“PCI DSS”).

Several states within the United States have enacted or proposed data privacy and security laws.

For example, Virginia, Colorado, Connecticut, and Utah have passed comprehensive data privacy and security law.

For example, Virginia, Colorado, Connecticut, and Utah have passed comprehensive data privacy and security laws.

Additionally, we are, or may become, subject to various U.S.

federal and state consumer protection laws which require us to publish statements that accurately and fairly describe how we handle personal information and choices individuals may have about the way we handle their personal information.

The CCPA and EU GDPR are examples of the increasingly stringent and evolving regulatory frameworks related to personal information processing that may increase our compliance obligations and exposure for any noncompliance.

The CCPA and GDPR are examples of the increasingly stringent and evolving regulatory frameworks related to personal information processing that may increase our compliance obligations and exposure for any noncompliance.

For example, the CCPA imposes obligations on covered businesses to provide specific disclosures related to a business’s collection, use, and disclosure of personal information and to respond to certain requests from California residents related to their personal information (for example, requests to know of the business’s personal information processing activities, to delete the individual’s personal data, and to opt out of certain personal information disclosures).

Also, the CCPA provides for civil penalties and a private right of action for data breaches which may include an award of statutory damages.

In addition, the California Privacy Rights Act of 2020 (“CPRA”), effective January 1, 2023, will expand the CCPA.

The CPRA will, among other things, give California residents the ability to limit use of certain sensitive personal information, establish restrictions on personal information retention, expand the types of data breaches that are subject to the CCPA’s private right of action, and establish a new California Privacy Protection Agency to implement and enforce the new law.

Foreign data privacy and security laws (including but not limited to the EU GDPR and UK GDPR) impose significant and complex compliance obligations on entities that are subject to those laws.

In addition, the California Privacy Rights Act of 2020 (the “CPRA”), which became effective January 1, 2023, expanded the CCPA by, among other things, giving California residents the ability to limit use of certain sensitive personal information, establishing restrictions on personal information retention, expanding the types of data breaches that are subject to the CCPA’s private right of action, and establishing a new California Privacy Protection Agency to implement and enforce the new law.

Foreign data privacy and security laws (including but not limited to the GDPR) impose significant and complex compliance obligations on entities that are subject to those laws.

As one example, the EU GDPR applies to any company established in the EEA and to companies established outside the EEA that process personal information in connection with the offering of goods or services to data subjects in the EEA or the monitoring of the behavior of data subjects in the EEA.

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Corporate Information

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We were founded in November 2006 and incorporated in October 2009 in Delaware.

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Available Information

sweetgreen’s Annual Report on Form 10-K reports, along with all other reports and amendments filed with or furnished to the SEC, are publicly available free of charge on the Investor Relations section of our website at investor.sweetgreen.com or at www.sec.gov as soon as reasonably practicable after these materials are filed with or furnished to the SEC.

Sweetgreen’s Annual Report on Form 10-K reports, along with all other reports and amendments filed with or furnished to the U.S.

Securities and Exchange Commission (the “SEC”), are publicly available free of charge on the Investor Relations section of our website at investor.sweetgreen.com or at www.sec.gov as soon as reasonably practicable after these materials are filed with or furnished to the SEC.

We also use our website as a tool to disclose important information about the company and comply with our disclosure obligations under Regulation Fair Disclosure.

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The information on our website (or any webpages referenced in this Annual Report on Form 10-K) is not part of this or any other report Sweetgreen files with, or furnishes to, the SEC.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business