STOCK TITAN

Sweetgreen (NYSE: SG) COO offloads 15K shares in tax-withholding sale

(Neutral)
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Sweetgreen, Inc. (SG) reported an amended insider transaction by Chief Operating Officer Jason Miles Cochran. The amendment clarifies that a previously reported transaction was a disposition. On 2026-05-18, Cochran had 15,038 shares of Class A Common Stock sold at a weighted average price of $7.9903 per share through a mandated "sell to cover" tax-withholding transaction under the company’s equity incentive plans, rather than a discretionary trade. Following this sale, he held 211,885 shares directly.

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Insider Cochran Jason Miles
Role Chief Operating Officer
Sold 15,038 shs ($120K)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 15,038 $7.9903 $120K
Holdings After Transaction: Class A Common Stock — 211,885 shares (Direct)
Footnotes (2)
  1. F1. This sale was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
  2. F2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.9902 to $7.9904. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Shares sold 15,038 shares Class A Common Stock sold on 2026-05-18 in a mandated sell-to-cover tax transaction
Weighted average sale price $7.9903 per share Average price for 15,038 shares sold in multiple trades on 2026-05-18
Sale price range $7.9902–$7.9904 per share Range of prices across multiple sale transactions included in the weighted average
Shares owned after transaction 211,885 shares Directly held Sweetgreen Class A Common Stock following the 2026-05-18 sale
Net shares sold in filing 15,038 shares Net-sell direction per transaction summary for this Form 4/A
sell to cover financial
"funded by a "sell to cover" transaction and does not represent a discretionary"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
equity incentive plans financial
"mandated by the Issuer's election under its equity incentive plans to require"
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
disposition financial
"to reflect that the reported transaction was a disposition."

FAQ

What insider transaction did Sweetgreen (SG) report for COO Jason Miles Cochran?

Sweetgreen reported that COO Jason Miles Cochran had 15,038 shares of Class A Common Stock sold on 2026-05-18. The sale was a mandated "sell to cover" to satisfy tax withholding obligations under equity incentive plans, not a discretionary trade.

Why was this Sweetgreen (SG) Form 4/A filed as an amendment?

The Form 4/A was filed to correct Column 4 to show that the reported transaction was a disposition. It clarifies that the shares were sold to cover tax withholding obligations rather than representing a voluntary market sale by the executive.

How many Sweetgreen (SG) shares did the COO hold after the reported sale?

After the 15,038-share sale, COO Jason Miles Cochran directly held 211,885 shares of Sweetgreen Class A Common Stock. This figure reflects his reported direct ownership position immediately following the mandated sell-to-cover tax transaction on 2026-05-18.

What was the sale price range for the Sweetgreen (SG) insider transaction?

The reported weighted average sale price was $7.9903 per share, with individual trades executed between $7.9902 and $7.9904. The insider notes that detailed trade-by-trade pricing information is available upon request from the company, the SEC, or a security holder.

Was the Sweetgreen (SG) insider sale made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as using such a plan, and a separate footnote explains the sale was mandated by tax withholding rules under equity incentive plans, rather than executed under a discretionary or pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cochran Jason Miles

(Last)(First)(Middle)
C/O SWEETGREEN, INC.
3102 WEST 36TH STREET

(Street)
LOS ANGELES CALIFORNIA 90018

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Sweetgreen, Inc. [ SG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/19/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/18/2026S(1)15,038D$7.9903(2)211,885D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This sale was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.9902 to $7.9904. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks:
This Form 4/A is being filed to correct the information in column 4 to reflect that the reported transaction was a disposition.
/s/ Matthew Alexander, Attorney-in-Fact08/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)