Sweetgreen Inc-A 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember29, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number001-41069 SWEETGREEN, INC. (Exact name of registrant as specified in its charter) (I.R.S. Employer Identification No.) (323)990-7040 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesxNoo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports); and (2) has been subject to such filing requirements for the past 90 days.Yes xNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).Yesx No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerxAccelerated fileroNon-accelerated fileroSmaller reporting companyoEmerging growth companyo If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. YesxNoo If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to § 240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox The aggregate market value of voting stock held by non-affiliates of the Registrant on the last business day of theRegistrant’s most recently completed second fiscal quarter, was approximately $2.2billion, based upon the last reportedsales price on the New York Stock Exchange on June 28, 2024. This calculation does not reflect a determination thatcertain persons are affiliates of the Registrant for any other purpose. The registrant had105,387,456shares of Class A common stock and11,915,758shares of Class B common stockoutstanding as of February 24, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the U.S.Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual Reporton Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K. Table of Contents Item 1.Business7Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments51Item 1C.Cybersecurity51Item 2.Properties52Item 3.Legal Proceedings52Item 4.Mine Safety Disclosures53Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities54Item 6.[Reserved]56Item 7.Management's Discussion and Analysis of Financial Condition and Results ofOperations57Item 7A.Quantitative and Qualitative Disclosures About Market Risk79Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosures113Item 9A.Controls and Procedures113Item 9B.Other Information115Item 9C.Disclosure Regarding Foreign Jurisdiction that Prevent Inspections115Item 10.Directors, Executive Officers and Cor