1 unchanged sentence
Disclosure Controls and Procedures
−Removed: Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
+Added: Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.
13 unchanged sentences
Opinion on Internal Control over Financial Reporting
+Added: Tab le o f Contents
We have audited the internal control over financial reporting of Sweetgreen, Inc.
−Removed: and subsidiaries (the “Company”) as of December 25, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
+Added: and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 25, 2022, of the Company and our report dated February 23, 2023, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
18 unchanged sentences
OTHER INFORMATION
+Added: Trading Arrangements
+Added: During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.
+Added: Tab le o f Contents
+Added: Type of Trading Arrangement
+Added: Name and Position Action Adoption/ Termination
+Added: Date Rule 10b5-1* Non-
+Added: Rule 10b5-1** Total Shares of Class A Common Stock to be Sold Expiration Date
+Added: Nathaniel Ru, Chief Brand Officer and Director Termination December 19, 2023 X up to 625,745 September 9, 2024
+Added: * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
+Added: Tab le o f Contents
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
5 unchanged sentences
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: Information required by this item regarding security ownership of certain beneficial
−Removed: owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the 2023 Proxy Statement.
+Added: Information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the 2024 Proxy Statement.
Information required by this item regarding securities authorized for issuance under our equity compensation plans is incorporated by reference to the information set forth under the caption “Equity Compensation Plan Information” in the 2024 Proxy Statement.
4 unchanged sentences
Information required by this item regarding principal accounting fees and services is incorporated by reference to the information set forth under the caption “Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm” in the 2024 Proxy Statement.
+Added: Tab le o f Contents
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
25 unchanged sentences
2021 Equity Incentive Plan and forms of agreements thereunder.
−Removed: 10-K 001-41069 10.5 03/04/2022
10.6+ Spyce Food Co.
6 unchanged sentences
S-1 333-260472 10.8 10/25/2021
+Added: Tab le o f Contents
10.9+ Form of Indemnification Agreement entered into by and between the Registrant and each director and executive officer.
2 unchanged sentences
S-1 333-260472 10.10 10/25/2021
−Removed: 10.11+ Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Chris Carr.
−Removed: S-1 333-260472 10.11 10/25/2021
+Added: 10.11+ Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Nicolas Jammet.
10.12+ Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Jim McPhail.
S-1 333-260472 10.12 10/25/2021
+Added: Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Nathaniel Ru.
+Added: Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Mitch Reback.
+Added: Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Wouleta Ayele.
+Added: Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Adrienne Gemperle.
+Added: Executive Employment Agreement, effective February 5, 2024, by and between the Registrant and Rossann Williams.
+Added: Separation Agreement, effective December 31, 202 3 , by and between the Registrant and Jim McPhail .
10.19 Lease Agreement, dated as of May 23, 2019, by and between the Registrant and Welcome to the Dairy, LLC.
S-1 333-260472 10.13 10/25/2021
+Added: Tab le o f Contents
10.20 First Amendment to Lease Agreement, dated as of August 12, 2020, by and between the Registrant and Welcome to the Dairy, LLC.
13 unchanged sentences
S-1 333-260472 10.17 10/25/2021
+Added: 10.26 Amendment No.
+Added: 4 to First Amended and Restated Revolving Credit, Delayed Draw Term Loan and Security Agreement, dated as of April 25, 2023, by and between the Registrant and EagleBank.
+Added: 10-Q 001-41069 10.1 7/28/2023
21.1 Subsidiaries of the Registrant.
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm.
−Removed: 24.1 Power of Attorney (included on the signatures page of this Annual Report on Form 10-K).
+Added: Tab le o f Contents
+Added: 24.1 Power of Attorney (included on the signatures page of the Annual Report on Form 10-K).
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1 I ncentive Compensation Recoupment Policy
101.INS XBRL Instance Document (embedded within the Inline XBRL document) X
8 unchanged sentences
Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.
+Added: Tab le o f Contents
(b) Financial Statement Schedules.
1 unchanged sentence
FORM 10-K SUMMARY
+Added: Tab le o f Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Los Angeles, California, on February 29, 2024.
3 unchanged sentences
Chief Executive Officer
+Added: Tab le o f Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Los Angeles, California, on February 29, 2024.
2 unchanged sentences
Chief Financial Officer
+Added: Tab le o f Contents
POWER OF ATTORNEY
16 unchanged sentences
February 29, 2024
−Removed: (Principal Financial and Accounting Officer)
+Added: (Principal Financial Officer and Principal Accounting Officer)
/s/ Neil Blumenthal
16 unchanged sentences
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.