T. Rowe Price Discloses 6,557,692 Shares of Sweetgreen (6.2%) in 13G

Rhea-AI Filing Summary

T. Rowe Price Associates, Inc. reports beneficial ownership of 6,557,692 shares of Sweetgreen Inc. Class A common stock, representing 6.2% of the class. The filing shows T. Rowe Price has sole voting power over 6,220,889 shares and sole dispositive power over 6,495,360 shares, with no shared voting or dispositive power reported. The reporting person is identified as an investment adviser and certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing lists the issuer's principal executive office in Los Angeles and indicates items about group membership and parent subsidiaries are not applicable.

Positive

• Holds a material 6.2% stake in Sweetgreen with 6,557,692 shares reported beneficially owned
• Reports sole voting power over 6,220,889 shares and sole dispositive power over 6,495,360 shares, indicating centralized control of the reported position
• Filed by an investment adviser (IA) and includes a certification that the position is held in the ordinary course of business, indicating a passive intent

Negative

• None.

Insights

Securities Analyst

TL;DR T. Rowe Price holds a material passive stake of 6.2% in Sweetgreen with substantial sole voting and dispositive powers.

The reported 6,557,692 shares represent a clear >5% holding, which is material to holders because it requires public disclosure. The filing indicates sole voting power over 6,220,889 shares and sole dispositive power over 6,495,360 shares, showing the adviser controls voting and disposition for most of its position. However, the Schedule 13G format and the certification that the securities are held in the ordinary course of business signal a passive position rather than an intent to seek control. Impact to the company is therefore informational and monitoring-focused rather than governance-changing at this stage.

Corporate Governance Expert

TL;DR The filing documents a significant passive stake but explicitly denies an intent to influence control.

As an investment adviser reporting under the beneficial ownership rules, T. Rowe Price’s statement that the shares are not held to influence control is significant for governance interpretation. The absence of shared voting or dispositive power and the certification language reduce the likelihood this filing presages activist engagement. For governance committees, the key takeaways are the size of the position (6.2%) and the concentration of voting power under one institutional holder, which may merit routine investor relations outreach but does not by itself indicate a change in control dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SWEETGREEN INC - CLASS A

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

87043Q108

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 87043Q108

1

Names of Reporting Persons

T. Rowe Price Associates, Inc.

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

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,220,889.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,495,360.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,557,692.00

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)

6.2 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: SWEETGREEN INC - CLASS A
(b)	Address of issuer's principal executive offices: 3101 W. EXPOSITION BOULEVARD, LOS ANGELES, CA, 90018
Item 2.
(a)	Name of person filing: T. Rowe Price Associates, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 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: 6557692
(b)	Percent of class: 6.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 6220889
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 6495360
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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 acquired and are held in the ordinary course of business and 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. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

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.

T. Rowe Price Associates, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	08/14/2025

FAQ

How many Sweetgreen (SG) shares does T. Rowe Price report owning?

T. Rowe Price reports beneficial ownership of 6,557,692 shares of Sweetgreen Class A common stock.

What percentage of Sweetgreen (SG) does this stake represent?

The reported holding represents 6.2% of the class.

How much voting power does T. Rowe Price have over its Sweetgreen shares?

The filing shows sole voting power over 6,220,889 shares and no shared voting power.

Does the Schedule 13G indicate T. Rowe Price intends to influence control of Sweetgreen?

No. The filing includes a certification that the securities are held in the ordinary course of business and are not held to change or influence control.

What type of filer is T. Rowe Price in this Schedule 13G?

T. Rowe Price is identified as an investment adviser (IA) in the filing.