Sweetgreen (SG) gets 5.63% passive ownership disclosure from Woodson Capital

Rhea-AI Filing Summary

Sweetgreen, Inc. received a Schedule 13G filing from investment entities affiliated with Woodson Capital, reporting a significant ownership position in the company’s Class A common stock. The filing states that the reporting persons beneficially own 6,000,000 shares, representing 5.63% of Sweetgreen’s Class A common stock. One of the funds, Woodson Capital Master Fund, LP, is listed with 5,537,999 shares, or 5.2% of the class.

The reporting persons disclose shared voting and dispositive power over 6,000,000 shares and no sole voting or dispositive power. They certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Sweetgreen, indicating a passive investment intent under Schedule 13G.

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, $0.00001 par value

(Title of Class of Securities)

87043Q108

(CUSIP Number)

12/23/2025

(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

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,000,000.00

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)

5.63 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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 5,537,999.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,537,999.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,537,999.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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 6,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,000,000.00

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)

5.63 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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 6,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,000,000.00

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)

5.63 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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 6,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,000,000.00

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)

5.63 %

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.: 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: 6,000,000
(b)	Percent of class: 5.63%
(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: 6,000,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 6,000,000
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.

Woodson Capital Management, LP

Signature:	Doug Browman, Jr.
Name/Title:	Doug Browman, Jr./Chief Compliance Officer
Date:	12/29/2025

Woodson Capital Master Fund, LP

Signature:	Doug Browman, Jr.
Name/Title:	Doug Browman, Jr./Chief Compliance Officer
Date:	12/29/2025

Woodson Capital General Partner, LLC

Signature:	Doug Browman, Jr.
Name/Title:	Doug Browman, Jr./Chief Compliance Officer
Date:	12/29/2025

Woodson Capital GP, LLC

Signature:	Doug Browman, Jr.
Name/Title:	Doug Browman, Jr./Chief Compliance Officer
Date:	12/29/2025

James Woodson Davis

Signature:	James W. Davis
Name/Title:	James W. Davis/Managing Member
Date:	12/29/2025

FAQ

What did the Schedule 13G filing disclose about Sweetgreen (SG)?

The filing discloses that entities affiliated with Woodson Capital beneficially own 6,000,000 shares of Sweetgreen’s Class A common stock, representing 5.63% of the class.

Who are the reporting persons in the Sweetgreen (SG) Schedule 13G?

The reporting persons are Woodson Capital Master Fund, LP, Woodson Capital General Partner, LLC, Woodson Capital Management, LP, Woodson Capital GP, LLC, and James Woodson Davis.

How many Sweetgreen (SG) shares does Woodson Capital Master Fund, LP hold?

Woodson Capital Master Fund, LP is reported as beneficially owning 5,537,999 shares of Sweetgreen Class A common stock, representing 5.2% of that class.

What percentage of Sweetgreen (SG) does Woodson Capital report owning overall?

The reporting group states beneficial ownership of 5.63% of Sweetgreen’s Class A common stock, based on 6,000,000 shares.

Does Woodson Capital have control intent over Sweetgreen (SG) with this stake?

The certification states that the securities were not acquired and are not held for the purpose of changing or influencing the control of Sweetgreen, indicating a passive investment intent.

What voting and dispositive powers are reported over Sweetgreen (SG) shares?

The reporting persons disclose 0 shares with sole voting or dispositive power and 6,000,000 shares with shared voting and shared dispositive power.

When did the Sweetgreen (SG) ownership position trigger this Schedule 13G?

The date of the event requiring the filing is listed as 12/23/2025.