[Form 4] Sweetgreen, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jason Miles Cochran, Chief Operating Officer of Sweetgreen, Inc. (SG), reported equity awards granted on 09/15/2025. He received 50,000 restricted stock units (RSUs) and a stock option to buy 50,000 shares at an exercise price of $8.50 per share. After the transactions, he beneficially owns 150,000 Class A common shares and 50,000 option shares outstanding.

The RSUs vest 25% on May 15, 2026, then 6.25% quarterly over the next three years, subject to continued service. The option has the same vesting schedule and an expiration/exercise window through 09/14/2035. The filings were signed on 09/17/2025.

Positive

• Significant equity alignment: Reporting person holds 150,000 Class A shares after the grant, increasing insider stake.
• Retention-focused vesting: RSUs and options vest over ~4 years (25% then quarterly 6.25%), supporting long-term continuity.
• Long option term: Option expiration through 09/14/2035 provides extended time for potential value realization.

Negative

• No grant fair value disclosed: Filing does not state grant-date valuation or dilution impact versus outstanding shares.
• Service-only vesting: Vesting is time-based with no explicit performance conditions disclosed.

Insights

Financial Analyst

Insider received equity incentives aligning compensation with long-term shareholder value; vesting is multi-year.

The grant of 50,000 RSUs and a 50,000-share option at $8.50 suggests management compensation focused on retention and performance over a roughly four-year vesting horizon. The immediate post-grant beneficial ownership of 150,000 Class A shares increases insider alignment with shareholders. The option strike and long expiration through 2035 provide a long runway for potential upside, but the filing does not disclose grant-date fair value, prior holdings breakdown, or company-wide equity context, limiting valuation of the award's magnitude versus total outstanding shares.

Corporate Governance Expert

Standard retention-focused equity package with time-based vesting; no extraordinary governance concerns disclosed.

The disclosed awards use customary 25% first-year cliff and quarterly vesting thereafter, which is broadly consistent with market practices for executive retention. The Form 4 shows direct ownership and clearly states vesting conditions tied to continued service. The filing contains no indication of 10b5-1 plan usage or related-party transactions. Absent additional context on total executive compensation or changes to incentive design, this appears to be a routine grant rather than a governance red flag.

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 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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		A		50,000(1)	A	$0	150,000	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
Stock Option (Right to Buy)	$8.5	09/15/2025		A		50,000		(2)	09/14/2035	Class A Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. Represents the grant of restricted stock units ("RSUs"). Twenty-five percent of the RSUs will vest on May 15, 2026, and 6.25% of the RSUs will vest quarterly over the subsequent three years, subject to the Reporting Person's continued service through each such vesting date.

2. Twenty-five percent of the shares subject to the option will vest on May 15, 2026, and 6.25% of the shares subject to the option will vest quarterly thereafter over the subsequent three years, subject to the Reporting Person's continued service through each such vesting date.

	/s/ Matthew Alexander, Attorney-in-Fact	09/17/2025
	** 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.
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.

FAQ

What equity did Sweetgreen (SG) COO Jason Miles Cochran receive on 09/15/2025?

He was granted 50,000 RSUs and a stock option for 50,000 shares with a $8.50 exercise price.

What is the vesting schedule for the RSUs and options reported by SG COO?

Both awards vest 25% on May 15, 2026, then 6.25% quarterly over the subsequent three years, subject to continued service.

How many Class A shares does the reporting person beneficially own after the transaction?

The Form 4 reports beneficial ownership of 150,000 Class A common shares following the reported transactions.

What is the exercise price and expiration for the reported stock option?

The option has an exercise price of $8.50 and an expiration/exercise date through 09/14/2035.

Was the transaction filed jointly or individually?

The Form indicates the transaction was filed by one reporting person (individual filing).