SG Form 4: CFO Sell-to-Cover 11,530 Shares; Direct Holdings 322,891

Rhea-AI Filing Summary

Mitch Reback, Chief Financial Officer of Sweetgreen, Inc. (SG), filed a Form 4 disclosing a sale of Class A common stock on 08/18/2025. The filing reports a disposition of 11,530 shares at a price of $9.19 per share, described as a "sell to cover" required to satisfy tax withholding obligations rather than a discretionary trade. After the reported transaction, the filing shows 322,891 shares beneficially owned directly by the reporting person and multiple indirect holdings totaling additional Class A shares held in various GRAT trusts (amounts of 70,169, 70,169, 186,051, 43,901, and 43,901 as disclosed). The form is signed by an attorney-in-fact on 08/19/2025.

Positive

• Sale was a mandated "sell-to-cover" to satisfy tax withholding, not a discretionary trade by the CFO
• Significant remaining ownership: 322,891 shares directly owned plus multiple indirect holdings reported in trusts, showing continued insider alignment

Negative

• Disposition of 11,530 shares at $9.19 per share was reported, reducing direct holdings
• Multiple shares held in trusts may complicate assessment of actual control or vote alignment (requires separate analysis)

Insights

Financial Analyst

TL;DR: A routine sell-to-cover transaction by the CFO reduced direct holdings by 11,530 shares; substantial direct and indirect holdings remain.

This Form 4 documents a non-discretionary sale executed to satisfy tax-withholding from equity compensation, not an open-market decision to reduce exposure. The transaction involved 11,530 Class A shares at $9.19 each. Post-transaction direct beneficial ownership stands at 322,891 shares, with significant indirect holdings held in multiple GRAT trusts. For investors, the filing signals routine post-award tax mechanics rather than a change in management conviction; the size of the sale relative to total holdings appears limited based on the disclosed figures.

Corporate Governance Expert

TL;DR: Disclosure is clear and includes beneficial ownership structure via trusts; transaction classified as sell-to-cover.

The Form 4 provides transparent attribution of indirect holdings to specific grantor retained annuity trusts (GRATs) with exact share counts. The explanatory footnotes clarify that the sale was mandated by issuer tax-withholding procedures. The filing is properly executed by an attorney-in-fact and includes the reporting person’s role as CFO, meeting disclosure requirements under Section 16. No governance concerns are evident from the disclosed facts alone.

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

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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^*

Reback Mitch

(Last) (First) (Middle)

C/O SWEETGREEN, INC.

3102 WEST 36TH STREET

(Street)

LOS ANGELES CA 90018

(City) (State) (Zip)

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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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

6. Individual or Joint/Group Filing (Check Applicable Line)

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

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	08/18/2025		S(1)		11,530	D	$9.19	322,891	D
Class A Common Stock								70,169	I	See footnote(2)
Class A Common Stock								70,169	I	See footnote(3)
Class A Common Stock								186,051	I	By Family Trust
Class A Common Stock								43,901	I	See footnote(4)
Class A Common Stock								43,901	I	See footnote(5)

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 shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021.

3. The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021.

4. The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2023.

5. The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2023.

	/s/ Ashley Van, Attorney-in-Fact	08/19/2025
	** 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.
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FAQ

What did Mitch Reback (SG) sell on 08/18/2025?

He disposed of 11,530 Class A common shares at a price of $9.19 per share, as reported on the Form 4.

Was the sale by the CFO discretionary?

No. The filing states the sale was a "sell to cover" mandated by the issuer to satisfy tax withholding obligations.

How many shares does Mitch Reback beneficially own after the reported transaction?

322,891 shares directly plus indirect holdings of 70,169, 70,169, 186,051, 43,901, and 43,901 as disclosed in trusts.

Who signed the Form 4 and when?

Signed by Ashley Van, Attorney-in-Fact, on 08/19/2025 per the filing.

What is the reporting person’s role at Sweetgreen (SG)?

Mitch Reback is the Chief Financial Officer and is the reporting person on this Form 4.