Sweetgreen (NYSE: SG) CFO executes 1,401-share sell-to-cover tax transaction

Rhea-AI Filing Summary

Sweetgreen, Inc. Chief Financial Officer Jamie McConnell reported an open-market sale of Class A Common Stock. On May 18, 2026, McConnell sold 1,401 shares at $8.00 per share, and now directly holds 225,522 shares.

According to a footnote, this transaction was mandated by Sweetgreen’s equity incentive plans as a "sell to cover" to satisfy tax withholding obligations and did not represent a discretionary trade by McConnell.

Insider Trade Summary

Net Seller: 1,401 shares ($11,208)

Net Sell 1 txn

Insider McConnell Jamie

Role Chief Financial Officer

Sold 1,401 shs ($11K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,401	$8.00	$11K

Holdings After Transaction: Class A Common Stock — 225,522 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 1,401 shares Sale price per share: $8.00 per share Shares held after transaction: 225,522 shares +2 more

5 metrics

Shares sold 1,401 shares Open-market sale on May 18, 2026

Sale price per share $8.00 per share Price for Class A Common Stock sale

Shares held after transaction 225,522 shares Direct holdings following the sale

Transaction type Open-market sale Non-derivative transaction code S

Tax-related sale flag Sell to cover Mandated to satisfy tax withholding obligation

Key Terms

sell to cover, equity incentive plans, Class A Common Stock, open-market sale

4 terms

sell to cover financial

"funded by a "sell to cover" transaction and does not represent"

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"

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.

Class A Common Stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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^*

McConnell Jamie

(Last) (First) (Middle)

C/O SWEETGREEN, INC.

3102 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 Financial 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)		1,401	A	$8	225,522	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.

	/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 insider transaction did Sweetgreen (SG) report for Jamie McConnell?

Sweetgreen reported that CFO Jamie McConnell sold 1,401 shares of Class A Common Stock. The sale occurred on May 18, 2026 at $8.00 per share as part of a mandated tax withholding arrangement under the company’s equity incentive plans.

Why did Sweetgreen (SG) CFO Jamie McConnell sell 1,401 shares?

The 1,401-share sale was executed as a mandated "sell to cover" transaction. Sweetgreen’s equity incentive plans required using shares to fund tax withholding obligations, and the filing states the sale was not a discretionary trade by McConnell.

How many Sweetgreen (SG) shares does Jamie McConnell hold after this Form 4?

After the reported transaction, Jamie McConnell directly holds 225,522 shares of Sweetgreen Class A Common Stock. This figure, disclosed in the Form 4, reflects his position following the 1,401-share sale used to cover tax withholding obligations.

At what price were Jamie McConnell’s Sweetgreen (SG) shares sold?

The Form 4 shows Jamie McConnell’s 1,401 Sweetgreen Class A Common Stock shares were sold at $8.00 per share. This price applies to the entire transaction, which funded tax withholding obligations under the company’s equity incentive plans.

Was Jamie McConnell’s Sweetgreen (SG) share sale a discretionary trade?

No, the filing explicitly states the sale was not discretionary. It was mandated by Sweetgreen’s election under its equity incentive plans, requiring tax withholding to be funded by a "sell to cover" transaction rather than a voluntary open-market decision.

What type of security did Sweetgreen (SG) CFO Jamie McConnell transact?

Jamie McConnell transacted in Sweetgreen’s Class A Common Stock. The Form 4 records a single non-derivative open-market sale of 1,401 shares, executed to satisfy tax withholding obligations associated with the company’s equity incentive compensation programs.