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Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 29, 2024.
−Removed: Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2023, which is included herein.
+Added: Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 29, 2024, whi ch is included herein.
Changes in Internal Control over Financial Reporting
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Opinion on Internal Control over Financial Reporting
−Removed: Tab le o f Contents
We have audited the internal control over financial reporting of Sweetgreen, Inc.
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OTHER INFORMATION
−Removed: Trading Arrangements
−Removed: 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.
−Removed: Tab le o f Contents
−Removed: Type of Trading Arrangement
−Removed: Name and Position Action Adoption/ Termination
−Removed: Date Rule 10b5-1* Non-
−Removed: Rule 10b5-1** Total Shares of Class A Common Stock to be Sold Expiration Date
−Removed: Nathaniel Ru, Chief Brand Officer and Director Termination December 19, 2023 X up to 625,745 September 9, 2024
−Removed: * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: ** “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.
−Removed: Tab le o f Contents
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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The Code of Conduct is available on our corporate website at investor.Sweetgreen.com in the Governance section under “Governance Documents.” If we make any substantive amendments to our Code of Conduct or grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our Code of Conduct, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.
+Added: We have an insider trading policy and procedures that govern the purchase, sale and other dispositions of our securities by our directors, officers and employees.
+Added: We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.
+Added: A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
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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 2025 Proxy Statement.
−Removed: Tab le o f Contents
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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2021 Equity Incentive Plan and forms of agreements thereunder.
+Added: 10.5 2/29/2024
10.6+ Spyce Food Co.
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S-1 333-260472 10.8 10/25/2021
−Removed: Tab le o f Contents
10.9+ Form of Indemnification Agreement entered into by and between the Registrant and each director and executive officer.
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10.11+ Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Nicolas Jammet.
−Removed: 10.12+ Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Jim McPhail.
−Removed: S-1 333-260472 10.12 10/25/2021
+Added: 10.11 2/29/2024
10.12+ Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Nathaniel Ru.
+Added: 10.13 2/29/2024
Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Mitch Reback.
+Added: 10.14 2/29/2024
Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Wouleta Ayele.
+Added: 10.15 2/29/2024
Executive Employment Agreement, effective October 1, 2021, by and between the Registrant and Adrienne Gemperle.
+Added: 10.16 2/29/2024
Executive Employment Agreement, effective February 5, 2024, by and between the Registrant and Rossann Williams.
−Removed: Separation Agreement, effective December 31, 202 3 , by and between the Registrant and Jim McPhail .
+Added: 10.17 2/29/2024
10.17 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
−Removed: Tab le o f Contents
10.18 First Amendment to Lease Agreement, dated as of August 12, 2020, by and between the Registrant and Welcome to the Dairy, LLC.
S-1 333-260472 10.14 10/25/2021
−Removed: 10.21 First Amended and Restated Revolving Credit, Delayed Draw Term Loan and Security Agreement, dated as of December 14, 2020, by and between the Registrant and EagleBank.
−Removed: S-1 333-260472 10.15 10/25/2021
−Removed: 10.22 Amendment No.
−Removed: 1 to First Amended and Restated Revolving Credit, Delayed Draw Term Loan and Security Agreement, dated as of September 29, 2021, by and between the Registrant and EagleBank.
−Removed: S-1 333-260472 10.16 10/25/2021
−Removed: 10.23 Amendment No.
−Removed: 2 to First Amended and Restated Revolving Credit, Delayed Draw Term Loan and Security Agreement, dated as of May 9, 2022, by and between the Registrant and EagleBank.
−Removed: 10-Q 001-41069 10.17 8/10/2022
−Removed: 10.24 Amendment No.
−Removed: 3 to First Amended and Restated Revolving Credit, Delayed Draw Term Loan and Security Agreement, dated as of December 13, 2022, by and between the Registrant and EagleBank.
−Removed: 8-K 001-41069 10.18 12/16/2022
10.19+ Form of Exchange Agreement by and among the Registrant, Jonathan Neman, Nicolas Jammet, Nathaniel Ru, and certain related entities.
S-1 333-260472 10.17 10/25/2021
−Removed: 10.26 Amendment No.
−Removed: 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.
−Removed: 10-Q 001-41069 10.1 7/28/2023
+Added: 19.1 I nsider Trading Policy
21.1 Subsidiaries of the Registrant.
+Added: 21.1 2/29/2024
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm.
−Removed: Tab le o f Contents
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.
−Removed: 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 .
+Added: Certification of Principal Financial 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.
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.
−Removed: 97.1 I ncentive Compensation Recoupment Policy
+Added: 97.1 Incentive Compensation Recoupment Policy
+Added: 10-K 001-41069 97.1 2/29/2024
101.INS XBRL Instance Document (embedded within the Inline XBRL document) X
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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.
−Removed: Tab le o f Contents
(b) Financial Statement Schedules.
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FORM 10-K SUMMARY
−Removed: 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 26, 2025.
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Chief Executive Officer
−Removed: 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 26, 2025.
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Chief Financial Officer
−Removed: Tab le o f Contents
POWER OF ATTORNEY
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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.