Sweetgreen: D. E. Shaw reports 5.1% passive stake

The 5.1% reported position includes 211,400 shares acquirable through call options, alongside shares held by affiliated portfolios.

Rhea-AI Filing Summary

Sweetgreen, Inc. (SG) is the issuer in a Schedule 13G reporting that D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., and David E. Shaw each beneficially own 5,471,380 shares, or 5.1% of the class. These are overlapping reports of the same holdings, not three separate blocks. The amount includes 3,799,047 shares held by D. E. Shaw Valence Portfolios, 211,400 shares that it can acquire through call options, 1,105,100 shares held by D. E. Shaw Cogence Portfolios, 355,593 shares held by D. E. Shaw Oculus Portfolios, and 240 shares under the management of D. E. Shaw Investment Management, L.L.C. Each reporting person reports shared voting and dispositive power over 5,471,380 shares. David E. Shaw reports no shares directly and disclaims beneficial ownership.

Key Figures

Beneficially owned: 5,471,380 shares Percent of class: 5.1% Shares held by D. E. Shaw Valence Portfolios: 3,799,047 shares +4 more

7 metrics

Beneficially owned 5,471,380 shares Reported by each of the three reporting persons

Percent of class 5.1% Reported by each of the three reporting persons

Shares held by D. E. Shaw Valence Portfolios 3,799,047 shares Included in the reported beneficial ownership

Shares acquirable through call options 211,400 shares D. E. Shaw Valence Portfolios has the right to acquire these shares

Shares held by D. E. Shaw Cogence Portfolios 1,105,100 shares Included in the reported beneficial ownership

Shares held by D. E. Shaw Oculus Portfolios 355,593 shares Included in the reported beneficial ownership

Shares under investment management 240 shares D. E. Shaw Investment Management, L.L.C.

Key Terms

beneficially owned, shared voting power, shared dispositive power, call options, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned"

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.

shared voting power financial

"Shared Voting Power 5,471,380.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 5,471,380.00"

call options financial

"right to acquire through the exercise of call options"

A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time. Think of it like a refundable reservation to purchase a stock later at today’s agreed price: investors use calls to profit from expected price rises with smaller upfront cost than buying the stock outright, or to hedge and manage exposure, while the most they can lose is the amount paid for the contract.

investment adviser financial

"is the investment adviser of D. E. Shaw Valence Portfolios"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many SG shares does D. E. Shaw report beneficially owning?

Each of D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., and David E. Shaw reports beneficial ownership of 5,471,380 shares, or 5.1% of the class. These reports describe overlapping attribution to the same holdings, not separate blocks to be added together.

What does D. E. Shaw's reported SG share amount include?

The reported amount includes 3,799,047 shares held by D. E. Shaw Valence Portfolios and 211,400 shares that it has the right to acquire through call options. It also includes 1,105,100 shares held by D. E. Shaw Cogence Portfolios, 355,593 held by D. E. Shaw Oculus Portfolios, and 240 under investment management.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/16/2026 - 04:07 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:06 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Sweetgreen, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

87043Q108

(CUSIP Number)

10/08/2026

(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

D. E. Shaw & Co., L.P.

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 5,471,380.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,471,380.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,471,380.00

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)

5.1 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 87043Q108

1

Names of Reporting Persons

D. E. Shaw & Co., L.L.C.

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 5,471,380.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,471,380.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,471,380.00

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)

5.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 87043Q108

1

Names of Reporting Persons

David E. Shaw

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 5,471,380.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,471,380.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,471,380.00

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)

5.1 %

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: 3102 36th Street, Los Angeles, CA 90018
Item 2.
(a)	Name of person filing: D. E. Shaw & Co., L.P. D. E. Shaw & Co., L.L.C. David E. Shaw
(b)	Address or principal business office or, if none, residence: The business address for each reporting person is: Two Manhattan West 375 Ninth Avenue, 52nd Floor New York, NY 10001
(c)	Citizenship: D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America.
(d)	Title of class of securities: Class A Common Stock, $0.001 par value per share
(e)	CUSIP Number(s): 87043Q108
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: D. E. Shaw & Co., L.P.: 5,471,380 shares This is composed of (i) 3,799,047 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 211,400 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of call options, (iii) 1,105,100 shares in the name of D. E. Shaw Cogence Portfolios, L.L.C., (iv) 355,593 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (v) 240 shares under the management of D. E. Shaw Investment Management, L.L.C. D. E. Shaw & Co., L.L.C.: 5,471,380 shares This is composed of (i) 3,799,047 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 211,400 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of call options, (iii) 1,105,100 shares in the name of D. E. Shaw Cogence Portfolios, L.L.C., (iv) 355,593 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (v) 240 shares in the name of D. E. Shaw Investment Management Special Investment Fund, L.L.C. David E. Shaw: 5,471,380 shares This is composed of (i) 3,799,047 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 211,400 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of call options, (iii) 1,105,100 shares in the name of D. E. Shaw Cogence Portfolios, L.L.C., (iv) 355,593 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (v) 240 shares under the management of D. E. Shaw Investment Management, L.L.C. David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Cogence Portfolios, L.L.C., and D. E. Shaw Oculus Portfolios, L.L.C. and the managing member of D. E. Shaw Investment Management, L.L.C., which in turn is the investment adviser of D. E. Shaw Investment Management Special Investment Fund, L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Cogence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., and D. E. Shaw Investment Management Special Investment Fund, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 5,471,380 shares as described above constituting 5.1% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 5,471,380 shares.
(b)	Percent of class: D. E. Shaw & Co., L.P.: 5.1% D. E. Shaw & Co., L.L.C.: 5.1% David E. Shaw: 5.1%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: D. E. Shaw & Co., L.P.: 0 shares D. E. Shaw & Co., L.L.C.: 0 shares David E. Shaw: 0 shares
	(ii) Shared power to vote or to direct the vote: D. E. Shaw & Co., L.P.: 5,471,380 shares D. E. Shaw & Co., L.L.C.: 5,471,380 shares David E. Shaw: 5,471,380 shares
	(iii) Sole power to dispose or to direct the disposition of: D. E. Shaw & Co., L.P.: 0 shares D. E. Shaw & Co., L.L.C.: 0 shares David E. Shaw: 0 shares
	(iv) Shared power to dispose or to direct the disposition of: D. E. Shaw & Co., L.P.: 5,471,380 shares D. E. Shaw & Co., L.L.C.: 5,471,380 shares David E. Shaw: 5,471,380 shares
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.

D. E. Shaw & Co., L.P.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Chief Compliance Officer
Date:	10/16/2026

D. E. Shaw & Co., L.L.C.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Authorized Signatory
Date:	10/16/2026

David E. Shaw

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Attorney-in-Fact for David E. Shaw
Date:	10/16/2026

Comments accompanying signature: Exhibit 1: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024. Exhibit 2: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024.

Exhibit Information

Exhibit 3: Joint Filing Agreement, by and among the Reporting Persons, dated October 16, 2026.