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Sweetgreen, Inc. reported beneficial ownership filings from Woodson-affiliated entities holding 6,700,000 shares of Class A common stock. The filing (Schedule 13G/A) shows Woodson Capital Management and related entities share dispositive and voting power over 6,700,000 shares, representing 6.27% of the class.
The cover page also lists Woodson Capital Master Fund with 6,177,401 shares (5.78%). Signatures include James W. Davis and the fund's compliance officer; the filing is dated in April 2026.
Key Figures
Beneficial ownership (group):6,700,000 sharesPercent of class:6.27%Woodson Master Fund holdings:6,177,401 shares
3 metrics
Beneficial ownership (group)6,700,000 sharesAmount beneficially owned by Woodson reporting group
Percent of class6.27%Percent of Sweetgreen Class A common stock represented by 6,700,000 shares
Woodson Master Fund holdings6,177,401 sharesAmount listed for Woodson Capital Master Fund, LP (cover page)
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Shared dispositive powerfinancial
"Shared Dispositive Power 6,700,000.00 listed on cover pages"
Beneficially ownedregulatory
"Amount beneficially owned: 6,700,000 appears under Item 4"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Woodson report in Sweetgreen (SG)?
Woodson-affiliated entities report beneficial ownership of 6,700,000 shares, equal to 6.27% of Sweetgreen Class A common stock. The filing attributes shared voting and dispositive power over these shares to Woodson-affiliated funds and managers.
Which Woodson entities are named in the Schedule 13G/A for SG?
The filing names Woodson Capital Master Fund, LP, Woodson Capital Management, LP, Woodson Capital General Partner, LLC, Woodson Capital GP, LLC, and James W. Davis as reporting persons with shared power over the shares.
Does the filing show sole voting or dispositive power for the Woodson reporters?
No. The Schedule 13G/A reports 0 shares of sole voting or sole dispositive power and lists 6,700,000 shares under shared voting and shared dispositive power for the reporting group.
What percent of SG does Woodson Master Fund hold according to the filing?
The document lists 6,177,401 shares held by Woodson Capital Master Fund, which the cover page shows as 5.78% of the Class A common stock outstanding as reported in the filing.
Who signed the filing and when was it executed?
Signatures include Doug Browman, Jr. (Chief Compliance Officer) and James W. Davis (Managing Member). The signature block shows dates in April 2026 consistent with the amendment filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Sweetgreen, Inc.
(Name of Issuer)
Class A Common Stock, $0.00001 par value
(Title of Class of Securities)
87043Q108
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
87043Q108
1
Names of Reporting Persons
Woodson Capital Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,700,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.27 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
87043Q108
1
Names of Reporting Persons
Woodson Capital Master Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,177,401.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,177,401.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,177,401.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.78 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
87043Q108
1
Names of Reporting Persons
Woodson Capital General Partner, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,700,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.27 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
87043Q108
1
Names of Reporting Persons
Woodson Capital GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,700,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.27 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
87043Q108
1
Names of Reporting Persons
James Woodson Davis
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,700,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.27 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sweetgreen, Inc.
(b)
Address of issuer's principal executive offices:
3101 West Exposition Blvd, Los Angeles, CA 90018
Item 2.
(a)
Name of person filing:
(i) Woodson Capital Master Fund, LP, a Cayman Islands exempted company ("Woodson Master "), with respect to the Shares held by it;
(ii) Woodson Capital General Partner, LLC, a Delaware limited liability company and the general partner of Woodson Master (the "Fund General Partner"), with respect to the Shares held by Woodson Master and other private funds;
(iii) Woodson Capital Management, LP, a Delaware limited partnership and the investment manager of Woodson Master (the "Investment Manager"), with respect to the Shares held by Woodson Master and other private funds;
(iv) Woodson Capital GP, LLC, a Delaware limited liability company and the general partner of the Investment Manager (the "Investment Manager General Partner"), with respect to the Shares held by Woodson Master and other private funds; and
(v) James Woodson Davis, a United States citizen and the sole managing member of the Investment Manager General Partner ("Woodson"), with respect to the Shares held by Woodson Master and other private funds.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of (i) all of the Reporting Persons other than Woodson Master is 282 Railroad Avenue, Floor 2, Greenwich, CT 06830; and (ii) Woodson Master is Maples Corporate Services Limited, Ugland House Grand Cayman, KY1-1104 Cayman Islands.
(c)
Citizenship:
The citizenship of each of the Reporting Persons is set forth in the cover page for each Reporting Person.
(d)
Title of class of securities:
Class A Common Stock, $0.00001 par value
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
6,700,000
(b)
Percent of class:
6.27%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
6,700,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,700,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
