Tax-driven share sale by Sweetgreen (NYSE: SG) COO Jason Cochran

Rhea-AI Filing Summary

Sweetgreen, Inc. Chief Operating Officer Jason Miles Cochran reported a mandated sale of 15,038 shares of Class A Common Stock. The shares were sold in a "sell to cover" transaction required under the company’s equity incentive plans to satisfy tax withholding obligations, at a weighted average price of $7.9903 per share. This was not a discretionary trade. After the sale, Cochran directly holds 211,885 shares of Sweetgreen Class A Common Stock.

Insider Trade Summary

Net Seller: 15,038 shares ($120,158)

Net Sell 1 txn

Insider Cochran Jason Miles

Role Chief Operating Officer

Sold 15,038 shs ($120K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	15,038	$7.9903	$120K

Holdings After Transaction: Class A Common Stock — 211,885 shares (Direct, null)

Footnotes (1)

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. 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.

Key Figures

Shares sold: 15,038 shares Weighted average sale price: $7.9903 per share Post-transaction holdings: 211,885 shares +1 more

4 metrics

Shares sold 15,038 shares Mandated sell-to-cover transaction

Weighted average sale price $7.9903 per share Class A Common Stock sale

Post-transaction holdings 211,885 shares Class A Common Stock held directly after sale

Sale price range $7.9902–$7.9904 per share Multiple trades within reported range

Key Terms

sell to cover, equity incentive plans, weighted average price, open-market sale

4 terms

sell to cover financial

"require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction"

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 the satisfaction of a tax withholding obligation"

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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)

	Director		10% Owner
X	Officer (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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/18/2026		S(1)		15,038	A	$7.9903(2)	211,885	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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.

	/s/ Matthew Alexander, Attorney-in-Fact	05/19/2026
	** Signature of Reporting Person	Date
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)

FAQ

What did Sweetgreen (SG) COO Jason Cochran report in this Form 4?

Sweetgreen COO Jason Miles Cochran reported a sale of 15,038 Class A Common Stock shares. The transaction was a mandated “sell to cover” to satisfy tax withholding obligations tied to equity incentive awards, rather than a discretionary open-market trade.

How many Sweetgreen (SG) shares did the COO sell and at what price?

Jason Cochran sold 15,038 Sweetgreen Class A Common Stock shares at a weighted average price of about $7.9903 per share. The filing notes multiple trades occurred in a narrow range between $7.9902 and $7.9904 per share on the transaction date.

Why was the Sweetgreen (SG) COO’s share sale characterized as a sell-to-cover?

The sale was mandated by Sweetgreen’s equity incentive plans to fund required tax withholding. This “sell to cover” structure means shares were automatically sold to cover taxes on equity compensation, so the trade does not represent a discretionary decision to reduce exposure.

How many Sweetgreen (SG) shares does the COO hold after this transaction?

Following the tax-related sale, Jason Cochran directly holds 211,885 shares of Sweetgreen Class A Common Stock. This post-transaction holding level, disclosed in the Form 4, provides context showing he retains a substantial equity position after the mandated sell-to-cover trade.

Was the Sweetgreen (SG) COO’s sale a routine tax transaction or an open-market sale?

Although coded as an open-market sale, the filing footnote states it was mandated as a sell-to-cover for tax withholding. That indicates a routine, compensation-related transaction, rather than a discretionary move by the COO to buy or sell based on market views.