What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-18 compared with 2021-02-26 · 335 added, 266 removed, 252 unchanged (70% of the section changed)

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and, unless otherwise stated, all of its subsidiaries, including SSE Holdings.

Equity Offering

On April 17, 2020, we announced an “at-the-market” equity offering program (the “ATM Program”), under which we may offer and sell shares of our Class A common stock having an aggregate price of up to $75.0 million from time to time.

On April 21, 2020, we completed the sale of 233,467 shares of our Class A common stock pursuant to the ATM Program and received $9.8 million of proceeds, net of commissions.

The proceeds were used to purchase newly-issued LLC Interests.

On April 21, 2020, we completed an underwritten offering of 3,416,070 shares of our Class A common stock, resulting in $135.9 million of proceeds, net of underwriting discounts and commissions.

The proceeds were used to purchase newly-issued LLC Interests.

COVID-19 was officially declared a global pandemic by the World Health Organization in March 2020.

The virus has impacted all global economies, and particularly in the United States, it has resulted in varying levels of restrictions and shutdowns implemented by national, state, and local authorities.

COVID-19 Pandemic Update

COVID-19 was officially declared a global pandemic by the World Health Organization in March 2020 and continues to impact all global economies, including in the U.S., which continues to experience varying levels of restrictions implemented by national, state, and local authorities.

Although the pandemic has presented challenges to our global business, it has also caused us to accelerate a variety of existing strategic growth initiatives — including new digital capabilities.

By proactively taking steps to expand access, safety and convenience for our guests, we've positioned ourselves to return to growth, as described herein.

By proactively taking steps to expand access, safety and convenience for our guests, we believe we have better positioned ourselves to return to growth, as described herein.

Convertible Note Offering

In March 2021, the Company issued $225 million aggregate principal amount of 0% Convertible Senior Notes due 2028 (“Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

The Company granted an option to the initial purchasers to purchase up to an additional $25 million aggregate principal amount of Convertible Notes to cover over-allotments, which was subsequently fully exercised during March 2021, resulting in a total issuance of $250 million aggregate principal amount of Convertible Notes.

The Convertible Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in certain circumstances.

Upon conversion, the Company pays or delivers, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company's election.

Shake Shack is a modern day "roadside" burger stand serving a classic American menu of premium burgers, chicken sandwiches, hot dogs, crinkle cut fries, shakes, frozen custard, beer and wine.

Originally founded in 2001 by Danny Meyer's Union Square Hospitality Group ("USHG"), which owns and operates some of New York City's most acclaimed and popular restaurants — such as Union Square Cafe, Gramercy Tavern and Maialino, to name a few — Shake Shack began as a hot dog cart to support the rejuvenation of New York City's Madison Square Park through its Conservancy's first art installation, "I Y Taxi." The cart was an instant success, with lines forming daily throughout the summer months over the next three years.

Originally founded in 2001 by Danny Meyer's Union Square Hospitality Group ("USHG"), which owns and operates some of New York City's most acclaimed and popular restaurants — such as Union Square Cafe, Gramercy Tavern and Blue Smoke, to name a few — Shake Shack began as a hot dog cart to support the rejuvenation of New York City's Madison Square Park through its Conservancy's first art installation, "I Y Taxi." The cart was an instant success, with lines forming daily throughout the summer months over the next three years.

In response, the city's Department of Parks and Recreation awarded Shake Shack a contract to create a kiosk to help fund the park's future.

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It soon became a gathering place for locals and visitors alike, and a beloved New York City institution, garnering significant media attention, critical acclaim and a passionately-devoted following.

Since its inception, Shake Shack has grown rapidly — with 311 system-wide Shacks as of December 30, 2020, in 15 countries and 30 states, as well as the District of Columbia — and we continue to expand globally bringing the Shake Shack experience to new guests around the world.

Since its inception, Shake Shack has grown rapidly — with more than 240 domestic locations in 32 U.S.

States and the District of Columbia and more than 125 international locations — and we continue to expand globally bringing the Shake Shack experience to new guests around the world.

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At Shake Shack, we Stand For Something Good® in everything we do.

We are on an endless pursuit to create uplifting experiences through elevated, modern and fun versions of classic food.

Specifically, we are committed to seeing this vision executed across all aspects of the business, through the following actions:

We are on an endless pursuit to create uplifting experiences through elevated, modern and fun versions of classic food and we are committed to seeing this vision executed across all aspects of the business, through the following actions:

▪ We elevate everything we do.

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We achieve this through innovations in service, trendsetting culinary innovation, and the design of warm community gathering places.

Digital Evolution

Our digital strategy makes it possible for us to offer Enlightened Hospitality to our guests at scale.

Through modern platforms, we continuously strive to build better and faster ways to deliver the unique Shake Shack experience with convenience and accessibility.

Digital Transformation

The focus of our digital strategy is to deliver Enlightened Hospitality to our guests across multiple channels.

Through modern platforms, we continuously strive to build more frictionless ways to deliver the unique Shake Shack experience with convenience and accessibility.

Our digital initiatives are defined by each of the following three themes:

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This ranges from developing innovative digital pre-ordering and pick-up experiences, to meaningfully engaging with guests through our Company-owned app and web channels.

▪ Personal Guest Experience – Knowing, understanding, and creating a personal guest experience that drives loyalty, frequency, and brand engagement across multiple digital platforms and in the Shacks themselves.

▪ Smarter Every Day – Building and refining our data platform and overall approach so we can drive return on investment on marketing campaigns and technology spending, and improve our ability to make smart decisions that fuel growth.

▪ Personalized Guest Experience – Knowing, understanding and creating a personal guest experience that drives loyalty, frequency, and brand engagement across multiple digital platforms and in the Shacks themselves.

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As we have evolved our physical Shack design to efficiently serve our guests, the continued development of our digital ordering tools has also been essential.

The pandemic has accelerated those plans, as we use these tools to connect with our guests directly, more frequently, and safely — while focusing on a return to growth in the process.

Our Company-owned web and app channels, when combined, continue to be the fastest growing channel on a year-on-year basis since the second quarter of 2020.

At the end of fiscal 2020, we had added 1.8 million first-time purchasers to those channels since early March 2020, and this has now grown to over 2 million by the end of fiscal January 2021.

This influx of new and returning guests has reinforced our commitment to optimizing these channels and has given us opportunities to capitalize on new marketing and targeting strategies, which could help drive both frequency and average check size.

During fiscal 2020, we innovated the order pickup experience and expanded the modes that customers could use to enjoy it.

This now includes in-Shack pickup, Shack Track, curbside pick-up, kiosk and delivery on certain platforms such as Uber Eats, Postmates, DoorDash, Caviar, and Grubhub.

To give our guests the flexibility they needed in 2020, we introduced Shack Track, as an enhanced digital pre-order and fulfillment solution that allows guests to order through our Company-owned app or web channels — and pick up however they like, whether through curbside, walk-up window, drive-up window or at an improved in-Shack pick-up area.

▪ Smarter Every Day – Building and refining our data platform and overall approach so we may drive return on investment on marketing campaigns and technology spending, and improving our ability to make smart decisions that fuel growth.

As we have evolved our physical Shack design to serve our guests more efficiently, the continued development of our digital ordering tools has also been essential.

The COVID-19 pandemic accelerated those plans, as we used those tools to connect with our guests directly, more frequently, and safely — while focusing on a return to growth in the process.

Our Company-owned web and app channels continue to grow on a year-on-year basis since the second quarter of 2020.

At the end of fiscal 2021, we added 3.5 million first-time guests to those channels since mid-March of 2020.

We have also retained a high digital mix in 2021, with digital accounting for 46% of our sales.

Our ongoing digital investments provide opportunities to capitalize on new marketing and targeting strategies, which may help drive both frequency and average check size, as well as new digital guest acquisition.

During fiscal 2021, we continued to refine the order pick-up experience with expanded order options for our guests.

We have rolled out the option for consumers to order delivery through our Shack app and web platforms nationwide, along with Shack Track pick-up options in-Shack pick-up, curbside pick-up, walk-up windows and drive-up windows.

We also continue to offer third-party delivery through Uber Eats, DoorDash, Grubhub and other third-party delivery providers.

To provide our guests with flexibility, in 2020, we introduced Shack Track, as an enhanced digital pre-order and fulfillment solution that allows guests to order through our Company-owned app or web channels and pick-up however they like, whether through curbside pick-up, walk-up window, drive-up window or at an improved in-Shack pick-up area.

It allows for intentional, directional and friction-reduced order and pick-up across all formats.

Shack Track is integrated in the design of the Shack, while remaining separate and distinct from the in-Shack guest experience allowing any guest's journey to be intuitive and efficient.

Within Shack Track, our overarching goal is to bring together our physical and digital infrastructure to reduce friction at every step of Shake Shack experience.

As of December 30, 2020, we have added eight Shack Track pick-up windows to existing Shacks, as well as our first drive-up Shack Track.

For fiscal 2021, we expect most of our new Shacks to have some version of a Shack Track, whether a drive-up or walk-up window, or a combination of enhanced interior pick-up, curbside pick-up, and/or dedicated delivery courier pick-up areas.

Curbside Pick-up

In 2020, we also introduced curbside pick-up on our app at participating Shacks.

Guests can pre-order on the app, identify their car, and our team members will bring the order to them with contactless pay and hand-off.

This model was created to solve the need for safe, contactless pick-up, and we will continue to evolve and improve this model as we learn more — and we intend to add this option to future Shacks wherever the layout allows for it.

Shake Shack Drive-Thru

To further expand our guests' range of choices for pick-up, we plan to launch our first-ever drive-thru location in Orlando, Florida in 2021.

The Shake Shack drive-thru will be a modern version of the traditional drive lane experience, supported by technology-enhanced hospitality and innovative design – all while maintaining our core tradition of building community gathering places.

We view this as an opportunity to increase our addressable market.

We are targeting to launch between five and eight drive-thru locations by the end of 2022.

Within Shack Track, our overarching goal is to bring together our physical and digital infrastructure to reduce friction at every step of the Shake Shack experience.

In 2021, we continued to expand the availability of Shack Track across more Shacks and integrated these pick-up modes across our Shack app and web digital experiences

In fiscal 2021, we added 13 Shack Track interior pick-up areas, 12 walk-up windows, six curbside pick-up areas and five drive-up windows.

For fiscal 2022, we expect most of our new Shacks to have some version of Shack Track, whether a drive-up or walk-up window, or a combination of enhanced interior pick-up, curbside pick-up, and/or dedicated delivery courier pick-up areas.

New Web and Android Platforms

To continue modernizing our digital platforms, a key initiative in 2021 was the launch of a new Shake Shack website.

The ordering platform is now Company owned and the ordering experience is under the same domain as our content website.

The project included an optimized order flow, updated investor site, updated career site, as well as clear prompts for guests to download the Shake Shack App from the website.

Owning this platform decreases platform fees, improves our content delivery and drives search engine optimization.

We plan to relaunch our Android platform in early 2022.

The new Android app will improve the parity among guest facing ordering channels, with the ability to order via delivery in the app and pick-up via Shack Track locations.

The app will have a modernized look and feel focused on making it easier for guests to order food and pick-it up.

The app will also include an updated payment solution which includes Google Pay and digital wallet.

Delivery Service

Over the past several years, we executed various third-party delivery options in an effort to bring Shake Shack to our guests wherever they are and whenever they want.

Delivery is an essential part of how consumers order today, presenting an opportunity to reach more people and have them engage with Shake Shack on their terms.

With that in mind, we entered into an integrated delivery partnership with Uber Eats, expanded our existing integrated delivery partnerships with Postmates, DoorDash and Caviar and moved to a non-exclusive arrangement with Grubhub.

Additionally, we partnered with Goldbelly to offer cook-at-home Shackburger meal kits available through nationwide shipping.

We are also looking forward to an expanded rollout of delivery through our own channels, and as of December 30, 2020 had begun testing this functionality across three Shacks in Miami, Florida.

Through fiscal February 2021, this testing will have expanded to more than one hundred Shacks across multiple markets, and we expect a nationwide rollout to be largely completed by the end of the second quarter fiscal 2021.

Offering delivery through our own channels will help us create consistent and personal experiences, garner additional data and insights to allow for better service, and connect with guests more directly as part of our broader digital strategy.

We are also enhancing our

Over the past several years, we have executed various third-party delivery options in an effort to bring Shake Shack to our guests wherever they are and whenever they want.

Delivery accelerated during the COVID-19 pandemic and is an essential part of how consumers order today.

With that in mind, in fiscal 2020, we entered into an integrated delivery partnership with Uber Eats, expanded our existing integrated delivery partnership with DoorDash and moved to a non-exclusive arrangement with Grubhub.

We launched delivery through our own channels as a pilot in late 2020.

In February 2021, we rolled out nationwide delivery through the Shack app, on iOS devices, and in September 2021, we began offering delivery through the Shake Shack website.

Delivery will be across all our native digital platforms with the anticipated launch of the new Android experience in early

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web and app functionality, with new and improved options, allowing for additional personalization and feedback, and offering new features like giving guests real-time order status.

Guest Insights

Offering delivery through our own channels has allowed us to create consistent and personal experiences, gather additional data and insights to allow for better service, and connect with guests more directly as part of our broader digital strategy.

Guest Insights and Customer Relationship Management (CRM)

In an effort to better understand the preferences of our guests, in October 2020, we completed the first phase of an initiative to bring together disparate data and derive actionable insights through improved analytics and business intelligence.

The first phase was focused on supporting our digital strategies, with the aim of increasing sales across all channels, improving our transactional and marketing communications, and, most importantly, delivering an enhanced guest experience.

Going forward, our data initiative will focus on improvements to digital marketing and collecting guest feedback, allowing us to further refine our ability to serve our guests and create lasting experiences that attract new guests, keep existing guests coming back and ensure all guests return with increased frequency.

Our improved guest data allowed us to expand our digital marketing strategies and channels.

With a better sense of guest behavior we were able to acquire new guests through digital marketing and improve our communications with existing guests.

In 2021, we expanded our CRM efforts to include push notifications, new guest welcome flows, birthday offers and Rate Your Order features in the Shack app.

These efforts have led to meaningful improvement in guest retention and frequency.

In 2021 we grew our first time app and web purchasers base by more than 80% and we have been able to retain nearly 80% of digital sales in fiscal December 2021 when compared to fiscal January 2021, when digital sales peaked.

Additionally, App & Web saw a notable increase in guest frequency.

Contactless Mobile Payment Method

With the safety and convenience of our guests in mind, we started implementing a mobile contactless payment method in 2021, helping to make the in-Shack ordering experience safe and secure.

With the safety and convenience of our guests in mind, we implemented a mobile contactless payment method in 2021.

This technology provides our guests with an easier, faster and more convenient way to pay for their meals and was rolled out nationwide during the third quarter.

This new contactless payment method allows guests to pay through a secure payment device and utilize digital wallets on their own device.

This technology will give our guests an easier, faster and more convenient way to pay for their meals and is expected to be rolled out nationwide by the end of the second quarter 2021.

Our omnichannel approach has unlocked new opportunities for us to better understand and personalize both our menu offerings and preferred channels for guests.

We're continuing to explore the optimal balance of event-based marketing and targeted offerings to bring Shake Shack to anyone who wants it — whether our guests dine with us once a year or once a week.

We are in the process of ensuring all of our channels offer a uniform user experience so that a pickup order placed in the app looks and feels the same as a curbside order placed from a mobile browser.

No matter what channel or platform guests use, our goal is to bring them a customized and enhanced payment experience that suits their particular needs.

Digital Strategy

Our omnichannel approach has unlocked new opportunities for us to better understand and personalize both our menu items and preferred channels for guests.

We are continuing to explore the optimal balance of event-based marketing and targeted offerings to bring Shake Shack to anyone who wants it whether our guests dine with us once a year or once a week.

We are in the process of ensuring all of our channels offer a uniform user experience so that a pick-up order placed in the app looks and feels the same as a curbside order placed from a browser.

No matter what channel guests use, our goal is to bring them a customized and enhanced payment experience that suits their particular needs.

Costs differ among our various digital channels In 2021, we began to charge higher menu prices through our third-party delivery channels to help offset some of the added costs associated with delivery.

We did not inflate menu prices through our Shack app delivery service.

Our ongoing digital strategy in fiscal 2022 and beyond will continue to focus on these themes — safety, personalization and consistency — allowing us to expand on the omnichannel foundational work performed during fiscal 2022, and offer innovative digital interactions and dynamic personal relationships with our guests throughout every Shake Shack experience.

Site Selection

In choosing a new site, we focus first and foremost on the guest experience — so that each new location can be the ideal spot for people to gather together.

Our experienced development team actively leads the site selection process, and their recommendations are reviewed and approved by our Real Estate Committee, which follows a stringent approval process to ensure quality, fiduciary responsibility and overall adherence to our strategic growth goals.

Our analytical tools allow for extensive demographic analysis and data collection for both existing and new potential sites.

In addition to our in-house team of experienced real estate professionals, we also use a national real estate broker to manage a network of regional brokers in order to leverage external resources in pursuit of pipeline development.

Looking beyond, we are pursuing and developing sites where we can continue to implement our Shack Track concepts.

In a normal operating environment, a Shack will generally take between 14 and 22 weeks to build.

In fiscal 2020, the total investment cost of a new Shack — which includes costs related to items such as furniture, fixtures and equipment — ranged from approximately $1.4 million to $3.2 million, with an average investment cost of approximately $2.4 million, or approximately $2.0 million net of tenant improvement allowances received from our landlords.

We use a number of general contractors on a regional basis and employ a mixed approach of bidding and strategic negotiation in order to ensure the best value and highest quality construction.

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Engaging the Community

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Today, across our domestic and international locations, we secure vibrant sites and give them a hand-crafted, community-appropriate look by blending unique local features with our core Shake Shack design elements.

We have also developed a number of iconic brand identifiers, like wrap-around steel beams, open kitchens, large distinctive menu boards and comfortable, distinctive furniture that advances our sustainability initiatives.

We have also developed a number of iconic brand identifiers, like wrap-around steel beams, open kitchens, large distinctive

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menu boards and comfortable, distinctive furniture that advances our sustainability initiatives.

We believe these identifiers are key components to the expression of the brand and the Shake Shack experience.

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Community and Charitable Partners

In addition to special events, we regularly serve our communities by hosting 25% Donation Days.

Supporters who participate in these fundraisers have 25% of their order totals donated to a local charitable non-profit.

In light of the impact the pandemic has had on our communities, in February and March of 2020, Shake Shacks across the country rallied to bring food donations to local hospitals and frontline workers.

Over the course of that two-month period, we provided over 11,000 meals to healthcare and frontline workers and nonprofits.

Additionally, as we have begun opening new domestic Company-operated Shacks, we have partnered with local charities in those areas to donate meals for every order placed on opening day.

In keeping with our commitment to give back to the communities we serve, we donated $100,000 to the Equal Justice Initiative in 2020, and we will continue to partner with them in 2021 as part of our evolving diversity, equity and inclusion initiatives as well as our employee engagement initiatives.

In addition to special events, we regularly serve our communities by hosting 25% Donation Days to show support for local schools and organizations.

Supporters who participate in these fundraisers have 25% of their order totals donated to a local non-profit.

Guests can support by mentioning the fundraiser when checking out in-Shack or using a fundraiser code on the Shack app for pick-up or delivery.

Additionally, we provide a Donation Day flyer for the partner to use as an invitation to their community.

For certain new Shack openings, we partner with local charities for opening day.

In some markets, we have existing tenured partnerships with organizations, like Food Bank of the Rockies in Colorado, and in others we are building new non-governmental organization relationships.

These partnerships manifest in either dollar donations or food donations correlated to the number of burgers sold on opening day.

As we continue to grow our presence across the U.S., our opening day charitable partners are a great example of how we continue to act small and drive home our Stand for Something Good mission.

Engaging With our Guests

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Our positioning and brand voice, derived from the spirit, integrity and light-hearted nature of Shake Shack, are reinforced by our contemporary, responsible designs and hospitable team members who Stand For Something Good.

This identity also anchors our marketing efforts, with the heart of our marketing strategy to cultivate community and connect with guests both in our Shacks and through digital channels.

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This identity also anchors our marketing efforts, with the heart of our marketing strategy to provide an uplifting experience while cultivating community and connecting with guests both in our Shacks and through digital channels.

Just as we design our Shacks as community gathering places, our social media strategy creates an online, on-brand community gathering place.

With our social media, we mirror the in-person hospitality a guest experiences when they visit a Shack.

We interact with fans primarily on Facebook, Instagram, Twitter and TikTok through comments, replies and the use of user-generated content;

We interact with fans across Facebook, Instagram, Twitter and TikTok through comments, replies and the use of user-generated content;

a quick search of "#shakeshack" on Instagram reveals over 1.1 million organic posts from our fans.

In addition to social media, we also connect with our guests by sending out menu item alerts, local event invites, new Shack opening information and other relevant Shake Shack news through our email marketing program.

In addition to social media, we also connect with our guests through our email marketing program via targeted menu item alerts, local event invites, new Shack opening information and other relevant Shake Shack news.

Media, Product Placement and Influencers

Shake Shack’s unique positioning has helped us garner robust media coverage across food, lifestyle, business and trade publications.

In addition, we have been featured across various media outlets, allowing us to increase brand awareness and be a key voice of leadership in the industry.

Shake Shack’s popularity and cultural relevance are reflected in our countless celebrity and influencer fans across Hollywood, music, fashion, sports and more.

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Promotions and Events

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These initiatives were key to harnessing the growing strength of the Shake Shack brand and helping it stand out through unique moments and activations.

Some notable collaborative promotions and events include:

▪ Brandon Maxwell Fashion Show — For the third time, we catered front and back of house for the Brandon Maxwell Spring Fashion Show at the American Museum of Natural History.

Shake Shack has become a staple at this event and saw engagement from top tier influencers such as Bella Hadid.

▪ Postmates x Couchella Delivery Promotion — After a postponement due to COVID-19, Coachella Valley Music and Arts Festival partnered with YouTube to stream a documentary called Coachella:

20 Years In The Desert .

During this festival weekend, we partnered with Postmates to offer a free ShackBurger with orders over $20 for guests to enjoy, while hosting their own watch party.

In addition, we offered our Shake Shack fans a free month of Postmates Unlimited.

▪ Goldbelly DIY Kits — We partnered with Goldbelly to bring cooking kits of Shake Shack’s ShackBurger and SmokeShack nationwide.

These offerings, which came in an 8 and 16 pack, marked the first time that fans could cook and enjoy Shack favorites from the comfort of their own home.

▪ Shack Camp — For the first time in 2020, we launched Shack Camp, providing families with our Shack Camp Box that included six weeks’ worth of activities to keep families entertained from home — with a portion of proceeds going to the Fresh Air Fund's virtual summer program.

The program also included six IGTV videos for families to follow each week.

▪ Shake Shake:

UberEats x Shake Shack — A campaign in partnership with UberEats, we created a new Tik Tok dance called “The Shake Shake” — a fun new way to shake hands during this “low contact” time.

To drive sales, we offered BOGO Shakes via UberEats, plus a free Shake for EatsPass members.

▪ Election Campaign — For this year’s election, we had a number of initiatives to help educate voters and support the electoral process.

We partnered with Vote.org on a content series to help inform and educate our social community on resources and voting options.

We also partnered with Uber Eats to distribute 5,000 ShackBurgers via Uber Eats Food Trucks to particularly crowded polling stations and gave guests free fries to celebrate early voting.

Additionally, for the first time ever, we offered our workers Voting PTO and Poll Worker PTO policies.

Some notable collaborative promotions and events included:

▪ Now Serving Collaboration Series — Now Serving is a series of collaborations with a diverse group of well-known chefs and restaurateurs across the U.S.

Each collaboration featured unique, exclusive menu items available for a limited time, with a portion of net proceeds benefiting local nonprofits helping those in the restaurant community.

In 2021 we partnered with six chefs across San Francisco, Atlanta, Chicago, Dallas and New York City to bring these one-of-a-kind collaborations to our guests.

▪ Boyz II Men Valentine’s Day Concert:

Door Dash x Shake Shack — We partnered with DoorDash and Boyz II Men, to offer an exclusive Berryz II Men Chocolate Covered Strawberry Shake from February 8, 2021 to February 14, 2021, alongside a virtual Boyz II Men performance that took place on February 14, 2021.

We also handed out, “Love Delivered” boxes in select NYC and Philly Shacks to select customers.

▪ Brandon Maxwell Fashion Show — This is our fourth time working with Brandon since we first struck up the relationship in 2018.

From food provided at back and front of house for models and VIP attendees, respectively, to popping up our food truck at his show, Shake Shack has become a well-known part of Brandon’s shows.

This year, under the constraints of COVID-19, we worked with the Goldbelly team to deliver custom ShackBurger kits as part of the show invite to a curated group of top-tier models, stylists, celebrities/influencers and fashion media.

▪ Benny Blanco Collab — We partnered with Grammy-award-winning songwriter and producer Benny Blanco to serve Benny’s Nacho Burger, a cheeseburger topped with Shack-made queso, Shack ranch sauce with Cool Ranch® Doritos®, scallions, and charred serrano salsa verde, as well as Benny’s Fries, crispy crinkle cuts topped with the same Shack-made queso.

We tapped Benny’s extensive network and were able to secure social media coverage from celebrities and tier 1 influencers alike.

For these VIPs, we curated an at-home grill experience to bring the collaboration to life.

▪ Vax 4 Fries — Shake Shack partnered with the New York City Mayor’s Office to encourage more New Yorkers to get vaccinated against COVID-19.

Shake Shack offered New York City residents free crinkle cut fries with the purchase of any burger or chicken sandwich by showing proof of vaccination in-store at participating New York City locations.

Following the success of the New York City promotion, we expanded the promotion to all U.S.

Shack locations.

▪ Los Angeles Shack Truck — Over the summer , Shack Shack’s first-ever West Coast food truck popped up at Los Angeles hot spots.

Our goal for this campaign was to drive our brand awareness in the Los Angeles market and limited time summer menu, featuring the Hot Honey Chicken Sandwich, with programming that included events and vending, celebrities and influencers, and community support.

▪ Milk Bar Tasting Party — We hosted two tasting parties in Los Angeles and in New York City to celebrate our Milk Bar Shake Collaboration.

We invited lifestyle and food influencers to experience the collaboration and participate in these spirited “Best Friend” themed events.

In New York City, Milk Bar founder and CEO Christina Tosi joined us to help tell the story of the two brands.

▪ Snap Shack — For the first time, we partnered with Snap Inc.

to deliver a custom one-of-a-kind experience at Shake Shack Hudson Yards with the launch of Snap Shack.

Snap Shack featured a full restaurant takeover, transforming consumers to an augmented reality excursion with custom Snapchat Lenses, limited edition Snap Shack merchandise and free food offers.

▪ Klay’s Trey:

Uber Eats x Shake Shack — A campaign in partnership with Uber Eats, featuring Golden State Warrior Klay Thompson to offer an exclusive bundle “Klay’s Trey” with his go-to Shake Shack order.

We also included exclusive co-branded merchandise in select delivery orders to guests across the country.

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Capitalizing on Our Brand Awareness

Since 2004, we have become a globally recognized brand with significant consumer awareness relative to our current footprint of 311 Shacks.

Since 2004, we have become a globally recognized brand with significant consumer awareness relative to our current footprint of over 360 Shacks.

Shake Shack has become a New York City institution, a vibrant and authentic community gathering place delivering an exceptional experience to our loyal guests.

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This gives us tremendous media and brand power, often outweighing our relative size.

Shake Shack was awarded the Restaurant Business 2020 Pacesetter Award — an honor given to a growth chain with a sustained track record of success — and made Restaurant Business's Top 500 Chains.

Additionally, Shake Shack was named in Fast Casual's Top 100 Movers and Shakers, was among the finalists in the 2019 Shorty Awards' Best in Food & Beverage Sites and Apps, was on Nation's Restaurant News's 2018 Top 10 Fastest Growing Chains and was named on Foodable's "brand of the year" list as part of their 2018 Top Emerging Brands.

We believe this brand awareness will continue to fuel our growth in both new and existing markets.

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Media, Product Placement and Influencers

Shake Shack’s unique positioning has helped us garner robust media coverage across food, lifestyle, business and trade publications.

We have also been fortunate to receive considerable product placement in movies, TV shows and other media.

In addition, we have been featured across various media outlets, allowing us to increase brand awareness.

Shake Shack’s popularity and cultural relevance is reflected in our countless celebrity and influencer fans across Hollywood, music, fashion, sports and more.

Shake Shack continues to receive recognition for being a fan and industry favorite.

In fiscal 2021, Shake Shack was awarded a Thrillist Fastie Award, honoring the best foods from customers’ favorite chains.

Culinary Innovation

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Our menu focuses on premium food and beverages, carefully crafted from a range of classic American foods at more accessible price points than full-service restaurants.

Our burgers are made with a proprietary whole-muscle blend of 100% all-natural, hormone and antibiotic-free Angus beef, ground fresh, cooked to order and served on a non-GMO potato bun.

Our burgers are made with a proprietary whole-muscle blend of 100% all-natural, no added hormone and antibiotic-free Angus beef, ground fresh, cooked to order and served on a non-GMO potato bun.

We take great care in the preparation of our burgers — from sourcing, to handling, to cooking — to ensure their taste and quality is second to none.

Our signature burger is the ShackBurger ® , a four-ounce cheeseburger topped with lettuce, tomato and ShackSauce™.

Our burger offerings also include the SmokeShack ® , 'Shroom Burger™ (a vegetarian burger), Shack Stack ® and Hamburger.

Our Chick’n Shack™ is a 100% all-natural, hormone-free, antibiotic-free and cage-free chicken breast, slow cooked in buttermilk herbs, hand-battered, hand-breaded and crisp-fried to order.

Our Chick'n Bites are made with all-natural, antibiotic-free whole muscle that is sous-vide cooked for optimum flavor, moisture and texture.

Our burger offerings also include the SmokeShack ® , 'Shroom Burger™ (a vegetarian burger), Shack Stack ® , Avocado Bacon Burger and Hamburger.

Our Chicken Shack is a 100% all-natural, antibiotic-free and cage-free chicken breast, slow cooked in buttermilk herbs, hand-battered, hand-breaded and crisp-fried to order.

Our Chicken Bites are made with all-natural, antibiotic-free whole muscle chicken that is sous-vide cooked for optimum flavor, moisture and texture.

Crinkle Cut Fries

Our classic, passionately beloved crinkle cut fries are made from premium Yukon potatoes and are prepared 100% free of artificial trans fats.

So many of our guests love the crispiness and ridges of our crinkle cut fries — a nostalgic ode to the roadside burger stand of yesteryear.

So many of our guests love the crispiness and ridges of our crinkle cut fries;

a nostalgic ode to the roadside burger stand of yesteryear.

Guests can also enjoy our Cheese Fries;

our crinkle cut fries topped with a proprietary blend of cheddar and American cheese sauce.

Shake Shack was born as a hot dog cart in 2001 and we’re proud to honor that legacy by continuing to offer a premium hot dog category.

Both our beef hot dogs and our chicken dogs are made from 100% all-natural, hormone and antibiotic-free beef and chicken.

Shake Shack was born as a hot dog cart in 2001 and we’re proud to honor that legacy by continuing to offer a premium hot dog.

Our hot dogs are made from 100% all-natural, hormone and antibiotic-free beef.

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Shakes and Frozen Custard

Our premium, dense, rich and creamy ice cream, hand-spun daily on-site, is crafted from our proprietary vanilla and chocolate recipes.

We use only real sugar (no corn syrup) and milk from dairy farmers who pledge not to use artificial growth hormones.

Our premium, dense, rich and creamy custard, hand-spun daily on-site, is crafted from our proprietary vanilla and chocolate recipes.

We use only real sugar (no high-fructose corn syrup) and milk from dairy farmers who pledge not to use artificial growth hormones.

Shakes remain our guests' favorite in this category, and they're scooped and spun to order.

Our concretes are made by blending frozen custard at high speed with premium mix-ins.

Beer, Wine and Beverages

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At select locations, we also offer local craft beers.

Our Shack Red ® and Shack White ® wines are sourced and produced exclusively by Gotham Project, providing our guests with premium beverage options not commonly found in our industry — a nod to our fine dining heritage.

We also serve canned red, white and rosé wines at our Shacks that serve alcohol.

In addition, we serve Abita Root Beer, Shack-made Lemonade, organic fresh brewed iced tea, Fifty/Fifty™ (half lemonade, half organic iced tea), Stumptown cold brew coffee, Honest Kids organic apple juice and Shack| 2 0 ® bottled water, from which 1% of sales help support the clean-up of water sources around the world.

The Innovation Kitchen

To explore exciting new menu options for our guests, our Innovation Kitchen is located on the lower level of the West Village Shack and connected to our home office — the hub of Shake Shack's menu development.

Our Shack Red ® ,Shack White ® and Shack Rosé wines are sourced and produced exclusively by Gotham Project, providing our guests with premium beverage options not commonly found in our industry;

a nod to our fine dining heritage.

In addition, we serve Abita Root Beer, Shack-made lemonade, organic fresh brewed iced tea, Fifty/Fifty (half lemonade, half organic iced tea), Honest Kids organic apple juice, and Shack| 2 0 ® bottled still and sparkling waters from which 1% of sales help support the clean-up of water sources around the world.

Innovation Kitchen

To explore exciting new menu items for our guests, our Innovation Kitchen is located on the lower level of the West Village Shack and connected to our home office.

This dedicated space allows our culinary team to get even more creative, dig deeper into our fine dining roots, collaborate with other chefs and explore new opportunities as we continue to grow.

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Shack-Wide Limited Time Offerings ("LTO")

In response to COVID-19, we briefly simplified our menu during the first half of fiscal 2020.

However, in the third quarter, we recommenced our rotating LTO calendar — with highlights including new chicken flavors, shakes and lemonades.

Our LTO program generally features a new, premium burger or chicken menu item for varying time periods throughout the year.

Our LTO program generally features a new, premium burger or chicken sandwich, and special fry options for varying time periods throughout the year along with unique beverages and shakes.

Some of our notable LTOs throughout 2021 were:

▪ Hot Chick’n, Bites, and Fries — In September 2020, we brought back Hot Chick’n, a perennial fan favorite, and added new Hot Spicy Fries and Hot Chick’n Bites to the menu with our new Ranch sauce.

These items were offered in three spice levels:

hot, extra hot and fire, with the latter exclusively available through our digital channels.

▪ Featured Shakes — Throughout 2020 we offered our guests a new shake corresponding to various time periods throughout the year, including flavors like Cookie Butter, Malted Milk Chocolate, Frozen Hot Chocolate, S’Mores, Cherry Blossom and Pumpkin and Winter Citrusade, to name a few.

Additionally, we featured our trio of holiday shakes during November and December, which included Christmas Cookie, Candy Cane and Chocolate Spice.

▪ Lemonade — In addition to a variety of shakes offered throughout 2020, we also featured new lemonades, including Cherry Blossom, Pink and Winter Citrusade Lemonade.

In the first quarter of fiscal 2021, we brought a regional favorite from our South Korean Shacks to the United States for the first time:

a Spicy Korean-Style Fried Chick'n sandwich featuring a Gochujang-glazed chicken breast topped with roasted sesame seeds, over white kimchi slaw.

A version of this menu item was on the LTO menu in our South Korean Shacks in 2020, and it demonstrates how our international presence can enhance and elevate our brand as we share exciting, innovative menu items across the world.

Although the pandemic resulted in a short-term focus on simplification during early 2020, we hope to return to more consistent limited time offerings in 2021, with a culinary calendar that introduces bold new chicken flavors, innovation around our beverage and custard program, and expanded testing of our new Veggie Shack.

▪ Korean Style Fried Chicken, Bites, and Fries — Launched in January 2021, we brought a regional favorite from our South Korean Shacks to the U.S.

for the first time ever, a spicy Korean-Style Fried Chicken sandwich featuring a gochujang-glazed chicken breast topped with roasted sesame seeds over a white kimchi slaw made by Choi’s Kimchi from Portland, OR.

▪ Avocado Bacon Burger and Chicken — We gave fans their most-requested ingredient with the launch of two sandwiches in April – a cheeseburger topped with freshly sliced avocado, Niman Ranch applewood-smoked bacon and ShackSauce and a crispy chicken breast with freshly sliced avocado, Niman Ranch applewood-smoke bacon, lettuce, pickles and buttermilk herb mayo.

The combination of avocado and bacon has been so popular that these sandwiches remained as core menu items starting in July.

▪ Hot Honey Chicken, Bites and Fries — This sweet and spicy sandwich showcased a honey-glazed crispy chicken breast topped with our habanero mayo sauce and shredded lettuce on a toasted potato bun.

The menu also featured chicken bites and fries dusted with hot honey seasoning and a side of habanero sauce.

▪ Black Truffle Burger and Parmesan Garlic Fries with Black Truffle Sauce — Launched in October 2021, our Black Truffle burger was a gruyere cheeseburger topped with real black truffle sauce made with Regalis organic black truffle oil and our crispy shallots on a toasted potato bun.

Fans also clamored for our crinkle cut fries topped with garlic parmesan cheese and served with our real black truffle sauce.

This was the first burger and fry LTO initially launched exclusively on the Shack app.

▪ Featured Shakes — Throughout 2021 we offered our guests new shakes, including flavors like Black Sugar Vanilla to pair with our Korean-Style menu, Brownie Batter Hot Cocoa, Cherry Pop, Strawberry Rhubarb and Triple Chocolate Chip, to name a few.

In June we partnered with the Trevor Project during Pride month by donating 5% of sales from a unique Pride shake made with berry custard and topped with mango, passion fruit, whipped cream and glitter sprinkles.

In September, we collaborated with our friends at Milk Bar, with two special shakes, a Chocolate B’Day Cake shake

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and Cornflake Chocolate Drizzle shake.

Additionally, we featured our trio of holiday shakes during November and December, which included fan-favorite Christmas Cookie, Chocolate Milk & Cookies and Sugar Plum Fairy.

▪ Lemonade — In addition to a variety of shakes offered throughout 2021, we launched our first-ever cold beverage trios, featuring seasonal flavors like Blackberry Lychee, Mango Passion Fruit, Watermelon Mint Limeade and Apple Ciderade along with corresponding Fifty/Fifty options which is a blend of our lemonades with our unsweetened iced tea.

Exclusive Offerings

In addition to supplementing our menu with Shack-wide LTOs, we also seek to create new, exciting offerings that are inspired by local favorites or special events.

Some examples of our exclusive offerings from 2020 include:

▪ New Veggie Shack — The Veggie Shack is made with greens, grains, and herbs, served on a wheat bun topped with avocado, roasted tomato, shredded lettuce and tangy lemon mayo.

The Veggie Shack was available for a limited time at select Shacks.

▪ Black Truffle Menu — In December, we paired up with specialty food purveyor Regalis Foods to bring a Black Truffle Menu to select Los Angeles and New York City Shacks for a limited time.

Our Black Truffle Menu featured new items made with Regalis’ USDA Organic Black Truffle Arbequina Oil — a natural truffle product, made from Spanish black truffles and California extra virgin olive oil.

▪ Bar Sardine Collab — We teamed up with NYC Restauranteur Gabriel Stulman to bring the return of the Bar Sardine Burger.

The one-day-only collab at the Madison Square Park Shack gave fans an early taste of the burger before it landed on the menu at Fairfax.

And as a way to give back to our hometown New York City ("NYC"), net proceeds benefited the NYC-based ROAR, Relief Opportunities for All Restaurants.

Some examples of our exclusive offerings from 2021 included:

▪ Veggie Shack — The Veggie Shack is made with real greens, grains, and herbs, served with avocado, tomato, shredded lettuce and tangy vegan lemon mayo.

The Veggie Shack is available for a limited time at select Shacks across the U.S.

▪ Bourbon Bacon Cheddar — In December, we paired up with renowned bourbon producer Maker’s Mark® to bring a Bourbon Bacon Cheddar menu to select Shacks in California, Ohio and New York City for a limited time.

Our Bourbon Bacon Cheddar menu featured a burger, hot dog and fries with a bourbon bacon jam made with Maker’s Mark® Bourbon and Niman Ranch applewood-smoked bacon.

▪ Now Serving — Throughout 2021 we partnered with celebrated chefs and restaurateurs across the U.S.

to cook up exclusive, limited-time menu items, with a portion of net proceeds from each collaboration going to non-profits helping local restaurant communities.

The series launched in April 2021 in Atlanta with Pinky Cole of Slutty Vegan, with subsequent events with Chris Shepherd, owner and Executive Chef of Underbelly Hospitality in Houston, Dominique Crenn of Atelier Crenn in San Francisco, Junghyun Park of Atoboy and Atomix in New York, Sarah Grueneberg of Monteverde Restaurant & Pastificio in Chicago, and Joseph “JJ” Johnson of FIELDTRIP in New York.

GROWTH STRATEGIES

Even amidst the challenges of fiscal 2020, we added 36 net new system-wide Shacks and reached 311 Shacks worldwide — and going forward, we believe we are well-positioned to continue significant, sustainable financial growth.

Even amidst the challenges of fiscal 2021, we added 58 net new system-wide Shacks and reached 369 Shacks worldwide.

Going forward, we believe we are well-positioned to continue significant, sustainable financial growth.

We plan to execute our growth strategies while remembering to Stand For Something Good in everything we do.

Opening New Domestic Company-Operated Shacks

We believe our greatest opportunity for growth lies in opening new, Company-operated Shacks.

We believe a key opportunity for growth lies in opening new, Company-operated Shacks.

We waited nearly five years to open our second Shack, and a little over a decade since then, we are still in the early chapters of our story.

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In the long-term, we believe we have the potential to grow our current domestic Company-operated Shack footprint to at least 450 Shacks;

for comparison, we have only opened 41% of that number through the end of fiscal year 2020.

for comparison, we have only opened 48% of that number through the end of fiscal 2021.

Of course, the rate of future Shack growth in any particular period is inherently uncertain and is subject to numerous factors beyond our control.

As a result, we do not currently have an anticipated timeframe for such expansion.

In response to COVID-19, new design and construction of future Shacks was temporarily suspended and openings were put on pause in early 2020.

With the gradual and sequential recovery of sales throughout the year, we restarted our new Shack development during the second quarter of 2020.

Domestically, we expanded our Company-operated footprint by opening 20 new Shacks in 2020 — a 12% increase in our domestic Company-operated Shack count from the prior fiscal year.

With the gradual and sequential recovery of sales throughout the year, we increased our new Shack development during the second half of 2021.

Domestically, we expanded our Company-operated footprint by opening 35 net new Shacks in 2021 — a 19% increase in our domestic Company-operated Shack count from the prior fiscal year.

In the first quarter of 2021, we announced that our Penn Station Shack closed as the landlord is remodeling the terminal.

As of December 29, 2021, we had 218 domestic Company-operated Shacks.

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our disciplined expansion strategy is designed to leverage our business model's strength and our brand awareness.

We continue to be encouraged by the success of our multi-format strategy which includes but is not limited to free-standing pads, urban centers, food courts, shopping centers and more.

As we look to 2021, we intend to return to the full development schedule that was in place before COVID, and we are targeting between 35 and 40 new Company-operated Shacks.

We hope to launch in new cities like Portland, Tampa, Indianapolis and Boulder, while also developing a deeper presence in California, the Midwest and some of our other strong markets on the east coast.

We aim to build a balanced set of formats across our portfolio, and to keep diversifying across markets as we look to ramp up Shack unit development in 2022 and beyond.

To that end, we are planning to open a total of 45 to 50 new domestic Company-operated Shacks in fiscal 2022.

As we look to 2022, we intend to ramp up the development and we are

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targeting between 45 and 50 new Company-operated Shacks as we continue to be encouraged by the success of our multi-format strategy which includes but is not limited to freestanding buildings, drive-thrus, shopping centers, regional malls, outlet malls and more.

In 2022 we will continue building new formats like drive-thru, while expanding proven formats like urban street retail and suburban freestanding.

Shake Shack Drive-Thru

To further expand our guests' range of choices for pick-up, we launched our first-ever drive-thru locations in Maple Grove, Minnesota and Lee Summit, Missouri in December 2021.

The Shake Shack drive-thru is a modern version of the traditional drive-thru experience, supported by technology-enhanced hospitality and innovative design.

We view this as an opportunity to increase our market share while maintaining our core tradition of building community gathering places.

We are targeting to have a total of 10 drive-thru locations by the end of 2022.

Our new drive-thru design direction is light, bright and an expression of nature.

In essence, we’re going back to our roots of Madison Square Park which remains nestled in nature today and is part of our ongoing drive to create memorable experiences for guests.

The guest is front and center and will have many options to experience Shake Shack.

Our drive-thru color palettes will consist of different shades of white, black and earthy greens that will be complemented by warm woods and added textures of more intimate lighting.

We are partnering with sustainable furniture company Crow Works in Ohio to provide a mix of interior and exterior furniture which will be a mix of reclaimed wood, metal and upholstery.

Site Selection

In choosing a new site, we focus first and foremost on the guest experience so that each new location can be the ideal spot for people to gather together.

Our analytical tools allow for extensive demographic analysis and data collection for both existing and new potential sites.

In addition to our in-house team of experienced real estate professionals, we also use a national real estate broker to manage a network of regional brokers to leverage external resources in pursuit of pipeline development.

Looking beyond, we are pursuing and developing sites where we can continue to implement our Shack Track and drive-thru concepts.

In fiscal 2021, a Shack took between 15 and 60 weeks to build.

The total investment cost of a new Shack, which includes costs related to items such as furniture, fixtures and equipment, ranged from approximately $0.7 million to $4.2 million for the year.

The average investment cost was approximately $2.4 million, or approximately $2.0 million net of tenant improvement allowances received from our landlords.

We use a number of general contractors on a regional basis and employ a mixed approach of bidding and strategic negotiation in order to ensure the best value and highest quality construction.

Looking to fiscal 2022, we expect costs to be on average 10 to 15 percent higher due to the new drive-thru Shack formats and supply chain and labor challenges.

Additionally, our 2022 timelines are at risk of being extended due the aforementioned supply chain and labor challenges.

Growing Same-Shack Sales

In addition to opening new Shacks, we continue to focus on improving our same-Shack sales performance by providing a dynamic, personalized guest experience that includes new seasonal and Shack-specific offerings, technological upgrades like the Company-owned app and web ordering/delivery, thoughtful integration with local communities and excellent standards of hospitality.

We also continue to innovate our core menu to deliver fresh offerings and the ability for our guests to purchase premium add-ons such as bacon, avocado or cherry peppers, all while maintaining the standard of our core menu items.

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Growing Our Licensed Shack Business

Beyond our Company-owned Shacks, we also hope to keep growing our licensed portfolio by expanding further domestically and internationally.

Beyond our Company-owned Shacks, we see additional opportunities to keep growing our licensed portfolio by expanding further domestically and internationally.

Historically, this strategy has been a low-cost, high-return method to grow our brand awareness and increase cash flow.

As of December 30, 2020 we had 128 licensed Shacks, of which 106 were international and 22 were domestic in the U.S.

As of December 29, 2021 we had 151 licensed Shacks, of which 126 were international and 25 were domestic.

The partnerships with our licensees are great opportunities for our team to grow, learn and bring back insights to the broader Company and we continue to work with our partners to navigate the COVID-19 pressures being faced across the globe.

Given our position in New York and the success of our existing licensed Shacks at home and abroad, we continue to attract interest from potential licensees around the world.

We see continued opportunities to expand our licensing footprint in existing and new domestic and international markets as our team and supply chain matures.

International Licensed Operations

In fiscal 2020, we opened 22 international Shacks and closed six international Shacks.

The 22 new international Shacks included four Shacks in mainland China, two in Hong Kong, four in the United Arab Emirates, four in South Korea, four in Singapore, two in Mexico, one in Turkey, and one in the Philippines.

In fiscal 2021, we opened 23 international Shacks and closed three international Shacks.

The 23 new international Shacks included six Shacks in China, one in the United Arab Emirates, six in South Korea, three in Singapore, three in Mexico, two in Kuwait, one in Turkey, and one in the Philippines.

Looking to fiscal 2022, we plan to go even deeper in these regions as we expand into new markets such as Chengdu in central China.

As of the end of fiscal 2021, three of our airport locations around the world were temporarily closed.

We believe our brand's strength continues to reinforce opportunities for global expansion.

In the near-term, a meaningful part of our international business strategy remains focused on the Chinese and broader Asian markets.

In fiscal 2020, we increased the Asian market Shack count by approximately 35%.

In fiscal 2020, we also expanded our partnership with licensee Maxim’s Caterers Limited which targets a development agreement of 15 Shacks in South China by 2030, including locations in Shenzhen, Guangzhou and more.

Through this expanded partnership, this agreement increases development targets for mainland China to 55 Shacks by 2030 — building upon the seven Shacks that were open as of December 30, 2020, including locations in Beijing and Shanghai.

These partnerships with our international licensed counterparts are great opportunities for our team to grow, learn and bring back insights to the broader Company.

Given our position in New York and the success of our existing licensed Shacks at home and abroad, we continue to attract interest from potential licensees around the world.

We see significant opportunities to expand our licensing footprint in existing and new international markets as our team and supply chain matures.

In fiscal 2021, we increased the Asian market Shack count by approximately 34% and the opening of our first Shack in Shenzhen saw one of the highest opening week sales ever across all system-wide Shacks.

Domestic Licensed Operations

In fiscal 2020, we opened one domestic licensed Shack in the Salt Lake City Airport (in September) and closed one domestic licensed Shack.

Our licensed airport and stadium business continued to be deeply impacted by the pandemic through the end of fiscal 2020, with only 14 of the 22 domestic licensed Shacks open as of December 30, 2020.

In the meantime, we continue to work with domestic licensed operating partners to support new openings as they arise.

Growing Same-Shack Sales

We also continue to innovate our core menu to deliver fresh offerings, while maintaining the standard of our signature items.

In fiscal 2021, we opened three domestic licensed Shacks located in Denver International Airport in Denver, Colorado, Dodger Stadium in Los Angeles, California and PNC Arena in Raleigh, North Carolina.

While pressures still exist due to the COVID-19 pandemic, our domestic licensed Shacks continue to benefit from more air travel and reduced restrictions on capacity at major U.S.

sports venues.

While we continue to benefit from the overall global recovery, conditions still remain volatile and ever-changing.

In 2021, we signed an agreement with Applegreen to open licensed Shake Shack locations on roadways in the Northeast.

At Shake Shack, we believe our success depends upon maintaining efficient and nimble operations.

Just as we invest in our menu options and in-Shack experience, we take special care to ensure our supply chain, distribution, quality assurance, and management information systems are constantly being evaluated and streamlined to deliver smooth results.

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Just as we invest in our menu items and in-Shack experience, we take special care to ensure our supply chain, distribution, quality assurance and management information systems are constantly being evaluated and streamlined to ensure cohesiveness.

Sourcing and Supply Chain

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We pride ourselves on working with like-minded ranchers, farmers and food purveyors to source premium ingredients like 100% all-natural proteins with no hormones or antibiotics, that are humanely raised and source-verified.

In fact, we are committed to sourcing 100% cage-free eggs for our global supply chain by 2025, and we're already sourcing 100% cage-free eggs for both the US and UK supply chains.

We have also committed not to serve foie gras in our Shacks.

Another Shake Shack principle is that we aim to deliver menu items that are not only delicious, but nourishing.

In 2020, for example, we worked with our pickle suppliers to remove artificial preservatives from our pickle recipe.

In fact, we are committed to sourcing 100% cage-free eggs for our global supply chain by 2025, and we're already sourcing 100% cage-free eggs for both the U.S.

supply chains.

Our domestic regional strategy for ground beef production ensures we consistently serve freshly ground beef at our domestic Shacks.

As we've grown domestically, we have eight butchers around the country who produce our burgers on a daily basis.

As we've grown domestically, we have eight approved raw beef suppliers and ten approved beef processors around the country who produce our burgers on a daily basis.

As we grow, we will continue to partner with regional suppliers in new markets.

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To ensure dependable quality, we have a limited number of domestic suppliers for our major ingredients, including beef patties, chicken, potato buns, custard, portobello mushrooms and cheese sauce.

In fiscal 2020, we purchased all of our (i) ground beef patties from seven suppliers, with approximately 44% of our ground beef patties from one supplier;

In fiscal 2021, we purchased all of our (i) ground beef patties from nine of our ten approved beef processors, with approximately 41% of our ground beef patties from one supplier;

(ii) chicken breasts from one supplier;

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(vi) crinkle cut fries from two suppliers;

and (vii) ShackSauce from two suppliers, with approximately 78% of ShackSauce supplied by one supplier.

We believe we have developed a reliable supply chain, but we have also taken strides to identify alternative sources to avoid any possible interruptions of service and product.

We have pursued a centralized distribution process by contracting with one distributor, which we refer to as our "broadline" distributor, to provide virtually all of our food distribution services in the United States.

As of December 30, 2020, approximately 84% of certain food and beverage ingredients including chicken, fries and custard — collectively representing approximately 45% of our purchases — were processed through our broadline distributor for distribution and delivery to each Shack.

and (vii) ShackSauce from one supplier.

We believe we have developed a reliable supply chain, but we have also taken strides to identify alternative sources to help lessen the possible interruptions of service and product.

However, our supply chain is also facing staffing pressures which has at times impacted our ability to stock our restaurants to the level we desire.

In some instances, we have had to close or not open restaurants for one or more days due to supply chain challenges.

As of December 29, 2021, approximately 81% of certain food and beverage ingredients including chicken, fries and custard were processed through our broadline distributor for distribution and delivery to each Shack which collectively represents approximately 45% of our total purchases.

As of December 29, 2021, we were utilizing 20 affiliated distribution centers to supply our domestic Company-operated Shacks.

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We have rigorous quality assurance and food safety protocols in place throughout our supply chain and in our Shacks.

We take a two-pronged approach:

we allow for quarterly third-party audits of our Shacks, as well as a review of our suppliers.

We conduct quarterly third-party food safety audits of our Shacks, utilize technology to manage and document food safety procedures, and ensure appropriate corrective actions are implemented for any noncompliance findings.

We have a comprehensive supplier and ingredient selection process, and we maintain a limited list of approved suppliers that meet our standards.

We thoroughly review the results of suppliers' internal and external quality audits, insurance coverage and track record on an on-going basis.

We perform food safety and brands audits, and we also audit and visit our suppliers.

To stress test for exceptional scenarios, we conduct mock food recalls across a selection of our suppliers on a quarterly basis.

We have developed and implemented training and operating standards related to the food preparation, cleanliness and safety in each Shack, as we ensure our team members go through crisis management training.

And of course, we have a dedicated Quality Assurance team.

We have developed and implemented training and operating standards related to the food preparation, cleanliness and safety in each Shack, and of course, we have a dedicated Quality Assurance team.

Management Information Systems

Our domestic Company-operated Shacks use computerized point-of-sale and back-office systems designed for the restaurant industry;

Our Company-operated Shacks use computerized point-of-sale and back-office systems designed for the restaurant industry;

we use many customized features to increase operational effectiveness, improve internal communication and enhance data analysis.

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The point-of-sale system collects daily transaction data, which generates information about sales, product mix and average transaction size.

From there, our back-office systems assist in the

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management of our domestic Company-operated Shacks and provide real-time labor and food cost management tools.

From there, our back-office systems assist in the management of our Company-operated Shacks and provide real-time labor and food cost management tools.

These tools provide the home office and operations management quick, easy access to detailed business data, and allow Shack-level managers to spend less time addressing administrative needs.

We expect to continue improving our information technology infrastructure to better serve our business needs and accommodate growth.

Enterprise-wide System Upgrade – Project Concrete

In an effort to ensure our infrastructure and support systems are sufficiently robust and scalable enough to deliver upon our growth opportunities — in June 2020, we completed an enterprise-wide system upgrade, "Project Concrete." Project Concrete is an enterprise resource planning (ERP) project to implement new systems and processes that support our finance, procure-to-pay, inventory and human capital management areas.

Project Concrete focused on (i) streamlining and automating business processes to make robust future growth possible;

(ii) standardizing and centralizing business processes;

and (iii) implementing new software applications to centralize our business in a controlled and efficient way.

Project Concrete replaced our current back-of-house systems, reduced administrative tasks in Shacks, and it reflects our broader mission of investing in tools across the Company.

HUMAN CAPITAL MANAGEMENT

We are committed to investing in our people so we can build, develop and retain the best teams.

We aim to recruit people who have integrity, who are warm, friendly, motivated, caring, self-aware and intellectually curious — what we call "51%'ers." We use the term "51%" to describe the interpersonal and emotional skills needed to thrive in the role, with the other "49%" representing the technical skills.

We are committed to investing in our people so we can build, elevate and retain the best teams.

We aim to recruit talented people who have integrity, who are warm, motivated, self-aware and intellectually curious alongside having the competencies

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and skills to continue to foster our growth.

Our team is trained to understand and practice the values of Enlightened Hospitality:

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We believe this culture is fundamental to the way we operate our business, and a key driver of our ability to deliver great guest experiences, and therefore, successfully grow our footprint.

Due to the challenging macro labor environment, which is present in both our field operations and home office, we are focused on attracting talent as much as retaining our talent to grow and move the business forward.

We are doing this in the following ways:

▪ Developing a diverse and flexible workforce strategy based on future state business needs

▪ Redesigning and enhancing our culture to meet the new realities of today’s workforce

▪ Creating a team member experience that treats our team members like critical drivers of value

▪ Embracing new supporting processes, programs, and technology investments to create a different workforce delivery model

As of December 29, 2021, we had 9,695 team members, of whom 9,371 were hourly team members and Shack-level managers and 324 were home office personnel.

Our Employee Value Proposition

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Leaders Training Future Leaders

Shake Shack is committed to leadership and excellence at all levels within our Company.

During fiscal 2021 we launched a new leadership competency model for the organization that encompasses an intentional mission and a leadership journey rooted in our organizational competencies.

This new model is closely aligned to our Learning and Talent Development strategy and includes multiple learning journeys to enable personal and professional growth.

The objective is to provide opportunities for growth by promoting, supporting, and enabling learning across the Company.

▪ Promote — The goal is to ensure awareness and help our team members take responsibility for their own continuous personal learning and development by launching our new organizational competency series.

These leadership competencies will serve as the bedrock of our Talent strategy for years to come.

They will be interwoven into every facet of our people business, from job descriptions to performance reviews.

Competencies have long been used as a framework to help focus team members' behavior on things that matter most to an organization and help drive success.

▪ Support — We help managers develop individual potential and talent while building their coaching and leadership skills by providing operational toolkits that support knowledge transfers for team members, infuse talent selection models and add learning best practices into new and existing programs, such as Shift Up described in detail below.

▪ Enable — We enable growth for all team members by creating modern content with upgraded training software, partnering to build a new diversity, ethics and inclusion (DEI) curriculum, elevating our mentoring program, and providing unique, robust developmental experiences at our retreats and events.

The leadership competency model is a comprehensive, multi-year, virtual training program for exempt Shack leaders and all home office team members.

The training program is conducted 100% online through virtual classrooms and online platforms.

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Several sessions are conducted in a cohort style, allowing for a community atmosphere and relationship building while requiring rigor and commitment to get the most out of the program.

On-going Leadership Programs

We invest in leadership development programs so that Shake Shack remains a compelling career choice for team members at every level, through their entire career.

As our team continues to grow, we believe that our culture of Enlightened Hospitality helps us deliver a consistent Shack experience, and to develop future leaders from within.

The Shacksperience and Steppin' Up Model

We call our team member life cycle and overall employment experience, The Shacksperience™.

One such program is The Shacksperience — this functional growth model and overall employment experience for Shake Shack team members.

A key element of The Shacksperience is the Steppin' Up Model, which defines the steps in the employment life cycle, from team member to general manager.

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For our online sessions, every team member has access to ShackSource™, our proprietary online training portal, which is used both as a learning platform and communication tool.

ShackSource gives team

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members a platform to send recognition messages, comments, praise and thanks to their fellow team members across the Company.

ShackSource gives team members a platform to send recognition messages, comments, praise and thanks to their fellow team members across the Company.

And for hands-on training sessions, we gather our teams around the country whenever possible, as well as in our Leadership Center, located below our home office on the lower level of our West Village Shack.

The Leadership Center is dedicated to the training and development of our Shack and home office teams.

we use it to host New Leader Orientation sessions for new managers.

We care about our team and we're committed to setting them up for success, at Shake Shack and in their future careers.

In 2020, we promoted over 1,500 people throughout our Company, 56% of whom were women and 76% were under-represented minorities.

In 2021, we promoted 2,835 people throughout our Company, 56% of whom were women and 73% were under-represented minorities.

We are proud of our leaders who graduate from hourly roles to managers, managers to General Managers and General Managers to regional leadership.

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One way we try to achieve this is by extending our equity-based compensation program to all General Managers.

As an incentive for General Manager hires, we added General Manager sign-on equity grants and created opportunities for our General Managers to make over $100,000 a year.

We are not immune to the staffing challenges presented across our industry, but we are committed to building teams that drive growth for the long term.

Through the Steppin' Up Model, team members are provided the opportunity to surpass the national average hourly wage through training roles and promotion to manager roles.

In July 2021 we announced a $10 million investment in our Shack teams through mid-2022 which includes more than $9 million for wage increases, sign-on and retention bonuses, and also includes program funding to promote leadership development, and Diversity, Equity and Inclusion at all levels of the Shack Family.

We remain committed to providing competitive wages for our team members and continue to evaluate areas where we should increase wages to help staffing, beyond the amount we announced in July 2021.

Efforts such as this allow us to continue to attract and retain the best restaurant talent, while recognizing the importance of our team — the heartbeat of Shake Shack — to ensure current and future team members feel cared for and have opportunities for sustainable career growth.

Shift Up Program

As part of our long-term investment in our people, we began to pilot the Shift-Up program in December 2020, which is designed to provide skills that help accelerate shift managers' career paths within the Company.

This six-month program focuses on modules, like professional communication, public speaking and presentation skills, personal finance, management skills, and the ability to lead and participate in inclusion conversations.

Shift managers generally attend these sessions through live virtual classrooms, as well as in small group or peer learning settings.

Another part of our long-term investment in our people is the launch of the Shift Up program, which is designed to provide skills that help accelerate Shift Managers' career paths within the Company.

Shift Up is Shake Shack's development program that provides an avenue for mid-level managers to improve their skill set and ability to move to the next level of management.

In partnership with Food Education Fund, a nonprofit organization specializing in culinary arts, we developed a curriculum and program to help bridge the gap between Shift Managers and Exempt Managers by offering and teaching the skills necessary to

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enable the confidence that can lead to career growth.

This 18-week classroom-style program is aligned to our organizational competencies and supports the transfer of learning between graduates through cohort mentoring, business integration and real-world Shack experience.

During fiscal 2021, the Shift Up program had 73 participants.

Additionally, the program had a 100% completion rate and 84% retention rate for fiscal 2021.

Of the 73 participants, 16 team members were promoted into Manager In Training, Manager or California Non-Exempt Manager roles.

As part of our commitment to leadership and team member development, our mentorship program facilitates learning and growth, while providing tools and opportunities to connect with other members of the program, and the Company as a whole.

As we enter our fourth cohort session, we have elevated our matching process by leveraging our in-house HRIS system.

This new and unique algorithm will offer greater alignment by matching development, personality and mentee needs all while supporting future company growth and talent scaling capabilities.

We Are All-In

To make sure every Shake Shack team member at every level has a positive experience, we strive to build an inclusive workplace, made up of diverse talent throughout the Company.

Our diversity, equity and inclusion program, All-In, is part of that mission.

With the support of executive leaders, All-In works to ensure Shake Shack provides equal opportunities for, and removes obstacles to, success, while also fostering a culture of diversity, inclusion and empowerment.

Our Diversity Equity and Inclusion (DEI) program, All-In, is part of that mission.

With the support of executive leaders, All-In works to ensure Shake Shack provides equal opportunities for all, and removes obstacles to success, while also fostering a culture of inclusion and belonging.

Our All-In program's initiatives include:

▪ Employee Resource Groups — We launched four Employee Resource Groups in fiscal 2020, with a focus on women, Black, Hispanic and LGBTQ+ identifying team members, to help Shake Shack continue to foster a diverse, inclusive workplace.

These are voluntary employee-led groups of people who gather together based on common interests, backgrounds or demographics such as gender, race or ethnicity.

These groups support both personal and career development.

▪ Unconscious Bias Training — We launched unconscious bias training for all home office and field-based team members.

The training was designed to create awareness for the impact of bias in the workplace, and to provide tools for our teams to address and counteract that bias.

▪ Stand Together Series — We launched a Stand Together Series forum to discuss on-going social issues.

The Company-wide sessions served as an open forum and safe space for sharing personal stories to help deepen the collective understanding of diversity issues in the United States while strengthening our community and team.

In 2020, we hosted live sessions on topics such as racial discrimination and injustice, gender equity, LGBTQ inclusion, voting, and more.

▪ Mentorship Program — As part of our commitment to leadership and team member development, our mentorship program facilitates learning and growth, while providing tools and opportunities to connect with other members of the program, and the Company as a whole.

▪ #ShacktheVote — Leading up to the general election in November 2020, we launched an internal campaign to help educate our employees on the importance of civic engagement, including how and where to vote.

We also provided our team members with paid time off to exercise their right to vote.

▪ We were proud to be named one of the "Best places to work for LGBTQ+ Equality" and earn a 100% score on the Human Rights Campaign's Corporate Equality Index for our support of the LGBTQ+ community in the workplace.

▪ 5-Year Diversity Targets — We set time-based goals that help to focus attention, clarify accountabilities, and demonstrate our commitment to increase the diversity within our Shack and home office leadership teams.

Our 5-year diversity targets were set based on analysis of our industry, demographics of the workforce at large and the changing landscape of this country, and the reality of whom we employ today.

We have focused our attention on women and people of color specifically, as we look to match the demographics of our workforce and the country at large.

▪ Employee Resource Groups — We strive to foster a strong internal community and awareness for diverse groups and cultures through our Employee Resource Group (ERG).

Our current ERGs focus on women, Black, Hispanic, Asian and LGBTQ+ identifying team members.

These are voluntary team member led groups of people who gather based on common interests, backgrounds or demographics such as gender, race or ethnicity.

These groups support both personal and career development and help to foster an inclusive workplace.

▪ Diversity, Equity & Inclusion Curriculum — We are building a diversity, equity and inclusion (DEI) curriculum to raise awareness and educate our team members on how to foster a strong work environment.

The curriculum is aligned to our leadership and talent development framework, and we rolled out the first course, DEI 101 to all team members this year.

The course provides a common framework for what DEI means and why it matters at Shake Shack.

All home office and operations team members were asked to complete the course in 2021, and the training will be added to the learning plan for all new hires going forward.

Our next course will focus on unconscious bias and how to be a courageous leader.

▪ Stand Together Series — We host a Stand Together Series forum to discuss on-going social issues.

The Company-wide sessions served as an open forum and safe space for sharing personal stories to help deepen the collective understanding of diversity issues in the U.S.

while strengthening our community and team.

In 2021, we hosted live sessions on topics such as women in leadership, Hispanic heritage, racial discrimination and injustice, gender equity, LGBTQ inclusion, and more.

▪ External Recognition — We were proud to be named one of the "Best places to work for LGBTQ+ Equality" for the third year in a row earning a 100% score on the Human Rights Campaign's Corporate Equality Index for our support of the LGBTQ+ community in the workplace.

This designation highlights the core of our Enlightened Hospitality ethos and our commitment to a great workplace for all.

One of the ways we embrace Enlightened Hospitality internally is through the administration of our own HUG (Help Us Give) Fund, a 501(c)(3) organization available for all of our employees.

The HUG Fund provides an opportunity for all Shake Shack employees to take care of each other through tax-deductible payroll and other one-time contributions.

The HUG Fund provides timely financial assistance to employees impacted by financially devastating circumstances far beyond their control and their means.

In fiscal 2020, employee participation in the HUG Fund increased, with donations increasing by 24% compared to 2019.

Actions Taken to Protect our Teams and Guests During COVID-19

Our priority throughout the COVID-19 pandemic has been to keep our teams and guests safe first and foremost, while keeping our Shacks open wherever we can.

Our team created a new guest experience around curbside pickup with digital pre-ordering, and created distinct and separate areas for delivery courier pickups — all to ensure safety of our team and our guests.

We have taken significant actions to ensure maximum safety for our team members and guests in these times, including increased cleaning, sanitizing and hand washing protocols, social distancing, and wearing gloves and masks at all times.

We also incurred additional costs in procuring and distributing the supplies necessary to keep our teams and guests safe, such as face coverings, gloves, additional secure packaging for all orders, directional signage and cleaning supplies, which are all expected to be ongoing for the immediate

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Furthermore, in fiscal 2021, we have begun installing state-of-the-art air purification systems to ensure a safe and clean working and dining environment for our teams and guests.

Beyond the safety of our team, we also took steps to ensure their security during an uncertain time.

We paid 100% of our furloughed team members’ medical insurance through August 2020, and we guaranteed full pay for our Shack General Managers even if their Shacks were closed.

In fiscal 2020, we incurred close to $6 million incremental payroll costs to support our Shack employees.

These incremental payroll costs were related to a temporary 10% premium pay raise to hourly employees through the end of August, guaranteed bonuses for Shack teams, and payments related to scheduling changes for hourly team members as our teams navigated the challenging operating conditions caused by COVID-19.

Furthermore, understanding the burden that the pandemic has placed on people's mental health, our employees have free access to a 24-hour emotional support helpline.

As of December 30, 2020, we had 7,429 employees, of whom 7,187 were hourly team members and Shack-level managers and 242 were home office personnel.

One of the ways we embrace Enlightened Hospitality internally is through the administration of our own HUG (Help Us Give) Fund, a 501(c)(3) organization available for all our team members.

The HUG Fund provides an opportunity for all Shake Shack team members to take care of each other through tax-deductible payroll and other one-time contributions.

The HUG Fund provides timely financial assistance to team members impacted by financially devastating circumstances far beyond their control and their means.

In fiscal 2021, we provided 44 team members with financial grants to help alleviate financial burdens caused by catastrophic events, which was a 38% increase in grants issued compared to fiscal 2020.

Actions Taken to Protect our Teams and Guests During the COVID-19 pandemic

As the COVID-19 pandemic continues to disrupt how we live and do business, our top priority remains the safety and wellness of our teams and guests, while keeping our Shacks open wherever we can.

We continue to take significant actions to ensure maximum safety for our team members and guests in these times, including increased cleaning, sanitizing and hand washing protocols, social distancing and always wearing gloves and masks.

We have also installed state-of-the-art air purification systems in all Shacks to ensure a safe and clean working and dining environment for our team members and guests.

Additionally, understanding the burden that the COVID-19 pandemic has placed on people's mental health, our team members have free access to a 24-hour emotional support helpline.

The restaurant industry is highly competitive and fragmented, with restaurants competing on a variety of fronts, including taste, price, food quality, service, location and the ambiance and condition of the restaurant.

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Our competitors may operate company-owned restaurants, franchised restaurants or some combination.

Many of our competitors offer breakfast, lunch and dinner, as well as dine-in, carry-out and delivery services.

In certain ways, we also compete with companies outside of the traditional restaurant industry, such as grocery store chains, meal subscription services and delicatessens — especially those that target customers who seek high-quality food — as well as convenience food stores, cafeterias and other dining outlets.

As new competitors enter the burger and fast casual segments, and offer new digital experiences, our competition continues to intensify.

Many of our competitors offer breakfast, lunch and dinner, as well as dine-in, carry-out, drive-thru and delivery services.

In certain ways, we also compete with companies outside of the traditional restaurant industry, such as grocery store chains, meal subscription services and delicatessens — especially those that target guests who seek high-quality food — as well as convenience food stores, cafeterias and other dining outlets.

As new competitors enter the burger and fast casual segment and offer new digital experiences as well as subscription based meal offerings, our competition continues to intensify.

We also face increasing pressures from certain competitors who have announced initiatives to offer better quality ingredients relative to their previous offerings, such as antibiotic-free meat or plant-based meat alternatives.

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Since our inception, we have strategically and proactively developed our intellectual property portfolio by registering our trademarks and service marks worldwide.

As of December 30, 2020, we had 22 registered marks domestically, including registrations in our core marks ("Shake Shack," "Shack Burger," " " and " ") and certain other marks, such as Stand for Something Good.

As of December 29, 2021, we had 21 registered marks domestically, including

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registrations of our core marks ("Shake Shack," "Shack Burger," " " and " ") and certain other marks, such as Stand for Something Good.

Internationally, we have registered our core marks in 83 countries spanning six continents.

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We also own the domain www.shakeshack.com as well as over 400 other domain names for use in other markets.

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In addition, we have agreements with the suppliers of our proprietary products stating that the recipes and production processes associated with those products are our property, confidential to us, and may not be provided to any other customer.

Our proprietary products include the burger recipe for our whole-muscle blend, our patty grinding procedure and the product formulations for our ShackSauce, 'Shroom Burger, chicken breast, chicken breading and buttermilk herb mayo, cheese sauce, unflavored custard base, chocolate custard base, as well as certain toppings and custard mix-ins.

We also have exclusive arrangements with our suppliers of ShackMeister Ale, Shack Red wine, Shack White wine, hot dog and chicken sausage, relish and cherry peppers.

In addition, we have agreements with the suppliers of our proprietary products stating that the recipes, formulas and in certain instances the production processes associated with those products are our property, confidential to us, and may not be provided to any other customer.

Our proprietary products include the burger recipe for our specific blend, our patty grinding specifications and the product formulations.

We've developed several product formulations including our ShackSauce, 'Shroom Burger, chicken breast, chicken bites, chicken breading, buttermilk herb mayo, cheese sauce, unflavored custard base, vanilla custard base, chocolate custard base, as well as certain toppings and custard mix-ins.

We also have exclusive arrangements with our suppliers of crinkle cut fries, ShackMeister Ale, Shack Red wine, Shack White wine, Shack Rosé wine, hot dog and relish and cherry peppers.

GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS

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Additionally, given our use of a fiscal calendar, there may be some fluctuations between quarters due to holiday shifts in the calendar year.

And of course, the COVID-19 outbreak may have an impact on consumer behaviors and customer traffic that may result in temporary changes in the seasonal fluctuations of our business.

And of course, the COVID-19 pandemic may continue to have an impact on consumer behaviors and guest traffic that may result in temporary changes in the seasonal fluctuations of our business.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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Randy Garutti 46 Chief Executive Officer and Director

Tara Comonte 46 President and Chief Financial Officer

Fogertey 38 Chief Financial Officer

Zachary Koff 42 Chief Operating Officer

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Randy Garutti has served as Shake Shack’s Chief Executive Officer and on the Board of Directors since April 2012.

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Prior to leading Shake Shack, Mr.

Garutti was the Director of Operations for USHG, of which Mr.

Garutti was the Director of Operations for USHG (NYSE:

HUGS), of which Mr.

Meyer is the Chief Executive Officer and Chairman, overseeing the operations for all its restaurants.

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Garutti graduated from Cornell University’s School of Hotel Administration in 1997.

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Tara Comonte has served as Shake Shack's President and Chief Financial Officer since October 2019 and as Shake Shack's Chief Financial Officer since June 2017.

Prior to becoming Chief Financial Officer at Shake Shack, Ms.

Comonte served as Chief Financial & Business Affairs Officer and Executive Vice President at Getty Images, a global digital media company, since October 2016 where she was responsible for the company's global finance, enterprise reporting & analytics and investor relations functions, together with real estate and facilities, as well as oversight of information systems & technology.

Prior to that, Ms.

Comonte served as the Chief Financial Officer and Senior Vice President of Getty Images since April 2013, where she managed the overall leadership and strategic direction of all aspects of the company's global finance function.

Prior to that, Ms.

Comonte served as Chief Financial Officer at McCann Worldgroup, the world's largest marketing communications business, since October 2010.

Garutti currently serves on the boards of directors of Block, Inc.

SQ) and USHG Acquisition Corp.

Garutti also is a member of the board of directors of the Columbus Avenue Business Improvement District, a not-for-profit organization.

Fogertey has served as our Chief of Finance since June 2021.

Prior to joining Shake Shack, Mrs.

Fogertey spent the last 16 years at Goldman Sachs, where she recently served as Vice President & Lead Equity Analyst for the Restaurant sector.

In this position, she had a heavy focus on the impact of technology on restaurant profitability and market share.

She additionally developed deep relationships and unique insights into the largest peers in our industry.

Prior to covering the Restaurant sector, Mrs.

Fogertey was a Vice President, Lead Derivative Strategist overseeing single stock options in the US and Latin America as well as global ETFs and market structure.

During her tenure at Goldman Sachs, she pioneered numerous proprietary investments, primarily in Consumer and Technology sectors.

Fogertey has a BSBA in Accounting, Finance and International Business from Washington University in St.

Louis, Olin School of Business.

Zachary Koff has served as Shake Shack’s Chief Operating Officer since January 2017.

Prior to becoming Chief Operating Officer, Mr.

Koff served as the Senior Vice President, Operations since March 2015, Vice President, Operations since April 2012, and Director of Operations since February 2010.

Koff served as Senior Vice President, Operations since March 2015, Vice President, Operations since April 2012, and Director of Operations since February 2010.

Prior to joining Shake Shack, Mr.

Koff spent eight years working in operations for the Bravo Brio Restaurant Group.

Koff spent 8 years working in operations for Bravo Brio Restaurant Group.

Koff graduated from Cornell University’s School of Hotel Administration in 2002 with a Bachelor’s Degree in Hospitality Administration.

AVAILABLE INFORMATION

Our website is located at www.shakeshack.com, and our investor relations website is located at http://investor.shakeshack.com.

Our website is located at www.shakeshack.com, and our investor relations website is located at https://investor.shakeshack.com.

We are subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and file or furnish reports, proxy statements and other information with the U.S.

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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