Sweetgreen SG Form 10-Q filing Q2 FY2026

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

SWEETGREEN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Sweetgreen, Inc., a Delaware corporation, together with its wholly owned subsidiaries (the “Company”), is a mission-driven, next generation restaurant and lifestyle brand that serves healthy food at scale. As of June 28, 2026, the Company owned and operated 287 restaurants in 24 states and Washington, D.C. During the thirteen and twenty-six weeks ended June 28, 2026, the Company had 2 and 6 Net New Restaurant Openings, respectively. The Company’s operations are conducted as one operating segment and one reportable segment. Additional details on the nature of the Company’s business and its reportable operating segment are included in Note 16, “Reportable Segment”.

The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The Company’s fiscal year is a 52- or 53-week period that ends on the Sunday closest to the last day of December.

A description of the Company’s accounting policies and other financial information is included in the audited consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 28, 2025. The financial statements and related disclosures in the accompanying unaudited interim condensed consolidated financial statements and footnotes do not include all information and footnotes required by GAAP for annual reports and should be read in conjunction with the Annual Report on Form 10-K.

The Company had no components of other comprehensive income (loss) during the periods presented, and accordingly, comprehensive income (loss) equaled net income (loss).

Restricted Cash—As of June 28, 2026 and December 28, 2025 the Company’s restricted cash balance was related to cash collateral for letters of credit associated with the Company’s workers’ compensation insurance policy and letters of credit to lease agreements.

The reconciliation of cash and cash equivalents and restricted cash presented in the Company’s accompanying condensed consolidated balance sheets to the total amount shown in its condensed consolidated statements of cash flows is as follows:

Update to Accounting Policies

Beginning in the first quarter of 2026, the Company started using its historical stock price to calculate expected volatility for stock option grants, as sufficient company-specific trading history was deemed available. Prior to 2026, the Company elected to use an approximation based on the volatility of other comparable public companies which compete directly with the Company as there was not sufficient share price history that extended through the expected term of the options given the timing of the IPO in 2021.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses (Subtopic 220-40)." The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”, which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages. The new standard uses a probable-to-complete threshold, which requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment. With this new guidance, public companies shall begin capitalizing when both a.) management has authorized and committed funding to the project and b.) it is probable that the project will be completed and software will be used as intended. The guidance is effective for annual and interim reporting periods beginning after December 15, 2027, and may be applied prospectively, retrospectively, or using a modified transition approach, with early adoption permitted. The Company is currently evaluating the impacts of adopting this ASU on its consolidated financial statements and related disclosures.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements.

2.REVENUE RECOGNITION

The following table presents the Company’s revenue for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025 disaggregated by significant revenue channel:

Gift Cards

The gift card liability included in gift cards and loyalty liability within the accompanying condensed consolidated balance sheets was as follows:

Revenue recognized from the redemption of gift cards that was included in gift card and loyalty liability at the beginning of the year was as follows:

SG Rewards

Changes in the Company’s SG Rewards liability included in gift cards and loyalty liability on the condensed consolidated balance sheets were as follows:

3.FAIR VALUE

The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis:

The fair value of the contingent consideration was determined based on significant inputs not observable in the market.

In connection with the Company’s acquisition of Spyce Food Co. (“Spyce”) on September 7, 2021, the former equity holders of Spyce were eligible to receive up to $20.0 million (in the form of up to 714,285 additional shares of Class A common stock, calculated based on the initial offering price of the Company’s Class A common stock of $28.00 per share sold in the Company’s initial public offering (“IPO”) (the “Reference Price”)) in contingent consideration upon the achievement of certain performance milestones. Additionally, as of the date of the achievement of any of the three milestones, if the Volume-Weighted Average Price of the Company’s Class A common stock as of such milestone achievement date (“VWAP Price”) is less than the Reference Price, then the Company shall pay to each former equity holder of Spyce, in respect of each share of Class A common stock issued to such holder upon the achievement of such milestone, an amount in cash equal to the delta between the Reference Price and the VWAP Price. The contingent consideration payable upon the achievement of the three milestones was valued using the Monte Carlo method. The analysis considered, among other items, the equity value, the contractual terms of the Spyce merger agreement, potential liquidity event scenarios (prior to the IPO), the Company’s credit-adjusted discount rate, equity volatility, risk-free rate, and the probability that milestone targets required for issuance of shares under the contingent consideration will be achieved.

During the first quarter of fiscal year 2026 the third and final milestone was accelerated upon completion of the sale of Spyce and certain assets relating to the kitchen automation technology known as the “Infinite Kitchen” and other related kitchen automation technology to certain subsidiaries of Wonder Group, Inc. (“Wonder”), resulting in a $7.0 million payment to the former equity holders of Spyce. Of this amount, $1.6 million was issued in the form of Class A common stock, based on the VWAP Price on the milestone achievement date of $6.61, and $5.4 million was paid in cash.

The initial fair value of the contingent consideration at the acquisition date was $16.4 million. As of June 28, 2026 the cumulative payments related to the contingent consideration since the acquisition date were $30.4 million, of which $8.4 million was issued in the form of Class A common stock and $22.0 million was issued in cash. Payments up to the initial fair value of the contingent consideration were included within financing activities within the condensed consolidated statements of cash flows if made in cash, or within non- cash financing activities if made in shares. Cumulative payments related to the contingent consideration liability above the initial fair value are included within operating activities within the condensed consolidated statement of cash flows. The liability was fully extinguished as of June 28, 2026 as a result of the third and final milestone payment.

The following table provides a roll forward of the aggregate fair values of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs.

Fair Value Measurements on a Nonrecurring Basis

The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025, reflecting certain property and equipment and operating leases for which an impairment loss was recognized during the corresponding periods within impairment and closure costs within the condensed consolidated statement of operations. For both the thirteen and twenty-six weeks ended June 28, 2026, the Company recorded non-cash impairment charges of $2.3 million, of which $1.9 million was related to property and equipment, and $0.4 million was related to operating lease assets. For both the thirteen and twenty-six weeks ended June 29, 2025, the Company recorded non-cash impairment charges of $5.3 million, of which $3.7 million was related to property and equipment, and $1.6 million was related to operating lease assets. Carrying value after impairment approximates fair value.

The fair value of these assets represents a Level 3 fair value measurement. Unobservable inputs include the discount rate, projected restaurant revenues and expenses, and sublease income if the Company is closing the restaurant.

4.EQUITY INVESTMENT

As of June 28, 2026, the Company held 10,803,620 shares of Series C Preferred Stock of Wonder, received as partial consideration in connection with the Spyce sale (see Note 8). The Company holds a minority interest and does not have significant influence over Wonder. Wonder is a privately held company, and as such, the preferred shares comprising the Company’s investment are illiquid and fair value is not readily determinable. The Company accounts for this investment at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. During the second quarter of fiscal year 2026, Wonder completed an equity financing through the sale and issuance of a new series of its preferred stock (the “Wonder Financing”). The Company evaluated the transaction and determined that the securities issued in connection with the Wonder Financing are not similar to the Company's holdings due to significant differences in liquidation preference and conversion rights, and any adjustment based on the Wonder Financing would require a complex valuation dependent on unobservable inputs. Accordingly, the Wonder Financing did not represent an observable price change for an identical or similar investment, and no adjustment to the carrying amount was recorded. For both the thirteen and twenty-six weeks ended June 28, 2026, no adjustments have been recognized related to the investment. The investment is included within equity investments on the condensed consolidated balance sheets with a carrying value of $86.4 million as of June 28, 2026.

5.PROPERTY AND EQUIPMENT, NET

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life. A summary of property and equipment is as follows:

Depreciation expense for the thirteen weeks ended June 28, 2026 and June 29, 2025 was $17.0 million and $15.3 million, respectively. Depreciation expense for the twenty-six weeks ended June 28, 2026 and June 29, 2025 was $33.9 million and $29.7 million, respectively.

As of June 28, 2026, the Company had five facilities under construction expected to open during fiscal year 2026. As of December 28, 2025, the Company had 11 facilities under construction, all of which have since opened in fiscal year 2026. Depreciation commences after a store opens and the related assets are placed in service.

6.GOODWILL AND INTANGIBLE ASSETS, NET

During the twenty-six weeks ended June 28, 2026, there were no changes in the carrying amount of goodwill of $27.8 million. In connection with the sale of Spyce completed during early fiscal year 2026, the Company allocated $8.2 million of goodwill to the disposal group, which was reflected in the goodwill balance as of December 28, 2025 as the disposal met the criteria for classification as held for sale. See Note 8 for further details.

The following table presents the Company’s intangible assets, net balances:

Amortization expense for intangible assets for the thirteen weeks ended June 28, 2026 and June 29, 2025 was $1.7 million and $2.7 million, respectively. Amortization expense for intangible assets for the twenty-six weeks ended June 28, 2026 and June 29, 2025 was $3.5 million and $5.4 million, respectively.

Estimated future amortization of internal use software is as follows:

7.ACCRUED EXPENSES

Accrued expenses consist of the following:

8.ASSETS HELD FOR SALE AND BUSINESS DISPOSITION

On November 5, 2025, the Company entered into a definitive agreement to sell Spyce and certain assets relating to the kitchen automation technology known as the “Infinite Kitchen” and other related kitchen automation technology to certain subsidiaries of Wonder.

As of December 28, 2025, the Company classified the Spyce business as held for sale, but determined the disposal did not meet the criteria for classification as discontinued operations. Accordingly, no impairment charges were recognized. On December 29, 2025, the Company completed the sale for total consideration of $186.4 million, made up of cash of $100 million and Series C preferred stock of Wonder with a fair value of $86.4 million. In connection therewith, the Company recorded a pre-tax gain, net of expenses, of $160.6 million for the twenty-six weeks ended June 28, 2026. The activity was recognized within gain on disposal of business in the condensed consolidated statements of operations.

At transaction close, the Company entered into an agreement with Wonder to continue to use and deploy Infinite Kitchen technology across the Company’s restaurants as part of an established licensing agreement. Wonder also agreed to provide certain other services to the Company for a transitional period under a supply and service agreement. Expenses associated with these agreements are presented in the respective line items of operating expenses in the condensed consolidated statements of operations.

The following table summarizes the carrying values of the assets and liabilities classified as held for sale in the Company’s condensed consolidated balance sheets as of December 28, 2025:

9.LEASES

The components of lease cost for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025 were as follows:

Supplemental cash flow information related to leases for the twenty-six weeks ended June 28, 2026 and June 29, 2025:

10.COMMON STOCK

As of June 28, 2026 and December 28, 2025, the Company had reserved shares of common stock for issuance in connection with the following:

(1) On January 1, 2026, shares available for issuance automatically increased by 1,184,484 shares in accordance with the terms of the 2021 Employee Stock Purchase Plan (“ESPP”). No offering period has commenced under the ESPP as of June 28, 2026.

11.STOCK-BASED COMPENSATION

The Company grants stock options (including incentive stock options and non-qualified stock options), restricted stock units ("RSUs"), performance stock units ("PSUs"), and other types of awards under the 2021 Equity Incentive Plan (the "2021 Plan"). No further awards are granted under the Company's 2009 Stock Plan and 2019 Equity Incentive Plan; however, awards outstanding under such plans continue to be governed by their existing terms. Options granted during, or prior to, the thirteen and twenty-six weeks ended June 28, 2026 generally have vesting terms between twelve months and four years and have a contractual life of 10 years.

Stock Options

The Company grants stock options to its employees, as well as nonemployees (including directors and others who provide substantial services to the Company) under the 2021 Plan.

The following table summarizes the Company’s stock option activity for the twenty-six weeks ended June 28, 2026 and June 29, 2025:

The weighted-average fair value of options granted during the twenty-six weeks ended June 28, 2026 and June 29, 2025 was $4.04 and $11.16, respectively.

The fair value of each option granted has been estimated as of the date of the grant using the Black-Scholes option-pricing model. The Company has elected to account for forfeitures as they occur.

During fiscal year 2025, the Company approved a modification to certain stock option awards in connection with the transition of a former executive from an employee to a non-employee consultant. The modification provided for (i) accelerated vesting of unvested awards, (ii) continued vesting of certain awards during the consulting period, and (iii) an extension of the post-termination exercise period, pertaining to a total of 924,097 options. The incremental expense related to each modified option was estimated as of the modification date using the Black-Scholes option-pricing model and was recognized as additional stock-based compensation expense over the remaining requisite service period. For the twenty-six weeks ended June 28, 2026, the Company recognized the remaining $1.4 million of incremental expense related to this modification, which was recorded within total stock-based compensation expense for the period.

As of June 28, 2026, there was $17.5 million in unrecognized compensation expense related to unvested stock-based compensation arrangements and is expected to be recognized over a weighted average period of 2.42 years.

Restricted Stock Units and Performance Stock Units

Restricted stock units

The following table summarizes the Company’s RSU activity for the twenty-six weeks ended June 28, 2026 and June 29, 2025:

During fiscal year 2025, the Company approved a modification to certain restricted stock units awards in connection with the transition of a former executive from an employee to a non-employee consultant. The modification provided for (i) continued vesting of certain awards during the consulting period and (ii) immediate vesting of any remaining unvested restricted stock units at the completion of the consulting period. The fair value of each modified RSU was estimated using the current stock price as of the modification date. The incremental expense was recognized as additional stock-based compensation expense over the remaining requisite service period. During the twenty-six weeks ended June 28, 2026, the Company recognized the remaining $0.2 million of incremental expense related to this RSU modification, which was recorded within total stock-based compensation expense for the period.

The fair value of shares released as of the vesting date during the twenty-six weeks ended June 28, 2026 was $2.5 million. As of June 28, 2026, unrecognized compensation expense related to RSUs was $11.6 million and is expected to be recognized over a weighted average period of 2.90 years.

Performance stock units

In October 2021, the Company granted 2,100,000 PSUs to each founder (the “founder PSUs”) for a total of 6,300,000 PSUs, under the 2019 Equity Incentive Plan. The founder PSUs vest upon the satisfaction of a service condition and the achievement of certain stock price goals. As of June 28, 2026 all compensation expense related to the founder PSUs was fully recognized.

During the second quarter of fiscal year 2026, the Company granted 400,000 PSUs to its Chief Executive Officer under the 2021 Plan. These PSUs are subject to market and service conditions and vest based on the Company's total shareholder return relative to the Russell 2000 Index over the performance period from December 29, 2025 through December 31, 2028. The grant-date fair value of $6.05 was estimated using a Monte Carlo simulation. Total stock-based compensation expense of $2.4 million related to this award will be recognized on a straight-line basis over the requisite service period. As of June 28, 2026, unrecognized compensation expense related to this award was $2.2 million and is expected to be recognized over the remaining period of 2.51 years.

The following table summarizes the Company’s PSU activity for the twenty-six weeks ended June 28, 2026:

There was no PSU activity during the twenty-six weeks ended June 29, 2025.

A summary of stock-based compensation expense recognized during the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025 is as follows:

12.INCOME TAXES

For the thirteen and twenty-six weeks ended June 28, 2026, the Company calculated the tax provision using a discrete effective tax rate method. The Company’s effective tax rate for the thirteen and twenty-six weeks ended June 28, 2026 was 0% and 1.8%, respectively, which was lower than the U.S. statutory rate of 21.0%, primarily due to the valuation allowance recorded against the Company’s net deferred tax assets, offset by state income tax.

As of June 28, 2026, the Company had a net deferred tax liability balance of $0.6 million, compared to $0.3 million as of December 28, 2025.

13.EARNINGS (LOSS) PER SHARE

During the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025, the rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock were identical, except with respect to voting. As the liquidation and dividend rights were identical, the undistributed earnings were allocated on a proportionate basis and the resulting net earnings (loss) per share attributable to common stockholders were, therefore, the same for both Class A and Class B common stock on an individual or combined basis.

The following table sets forth the computation of earnings (loss) per common share:

The Company excluded the following potential common shares from the computation of diluted earnings (loss) per share because including them would have had an anti-dilutive effect:

14.RELATED-PARTY TRANSACTIONS

The Company’s founders each hold an indirect minority passive interest in Luzzatto Opportunity Fund II, LLC, an entity which holds indirect equity interests in Welcome to the Dairy, LLC, which is the owner of the properties leased by the Company for the Company’s principal corporate headquarters. For the thirteen weeks ended June 28, 2026 and June 29, 2025, total payments to Welcome to the Dairy, LLC, totaled $1.3 million and $1.2 million, respectively. For the twenty-six weeks ended June 28, 2026 and June 29, 2025, total payments to Welcome to the Dairy, LLC, totaled $2.5 million and $2.7 million, respectively.

15.COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company is obligated under various operating leases related to its office facilities, restaurant locations, and certain equipment under non-cancelable operating leases that expire on various dates. Under certain of these leases, the Company is liable for contingent rent based on a percentage of sales in excess of specified thresholds and typically responsible for its proportionate share of real estate taxes, common area maintenance charges, and other occupancy costs. Refer to Note 9, Leases, for additional information.

Purchase Obligations

Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms. The majority of the Company’s purchase obligations relate to amounts owed for supplies within its restaurants and are due within the next twelve months.

Legal Contingencies

The Company is subject to various claims, lawsuits, governmental investigations and administrative proceedings that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of any of these matters will have a material effect on the Company’s financial position, results of operations, liquidity, or capital resources. However, an increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially and adversely affect the Company’s business, financial position, results of operations, and cash flows.

16.REPORTABLE SEGMENT

The Company operates as one operating segment and one reportable segment, generating revenue from retail sales of food and beverages by company-owned restaurants within the United States. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. Segment information is prepared and managed on the same basis as described in the Company’s Annual Report on Form 10-K for the year ended December 28, 2025. The Company’s assets are managed centrally and are reported internally in the same manner as the condensed consolidated financial statements, and thus, no additional information is disclosed herein.

Other than certain disaggregated expense information provided in relation to General and Administrative expense (“G&A”), significant expenses regularly provided to the CODM are presented on the face of the statement of operations. The CODM is also regularly provided disaggregated expense information for G&A,

which is disaggregated between operating support center cost, stock-based compensation, all of which was included within G&A (see Note 11), and other expenses, as shown below:

(1) Operating support center costs consist primarily of operations, technology, finance, legal, human resources, administrative personnel, and other personnel costs that support restaurant development and operations, as well as brand-related marketing.

(2) Other expense typically includes expenses recorded for accruals related to legal settlements, amortization costs associated with the implementation of the Company’s Enterprise Resource Planning system, and other costs associated with other one-time initiatives.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025. See the section titled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report. Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” the “Company,” or “Sweetgreen” refer to Sweetgreen, Inc. and its subsidiaries.

Overview

We are a mission-driven, next generation restaurant and lifestyle brand that serves healthy food at scale. Our bold vision is to be as ubiquitous as traditional fast food, but with the transparency and quality that consumers increasingly expect. As of June 28, 2026, we owned and operated 287 restaurants in 24 states and Washington, D.C.

Opening new restaurants, including those with Infinite Kitchen technology, is an important driver of our revenue growth. One of our strategies is to grow our footprint in both existing and new U.S. markets and, over time, internationally. During the thirteen weeks ended June 28, 2026 and June 29, 2025, we had 2 and 9 Net New Restaurant Openings, respectively. During the twenty-six weeks ended June 28, 2026 and June 29, 2025, we had 6 and 14 Net New Restaurant Openings, respectively, bringing our total count as of June 28, 2026 to 287 restaurants in 24 states and Washington, D.C.

As of June 28, 2026, we utilized the Infinite Kitchen, a kitchen automation technology, in 35 of our 287 restaurants. We incorporate the Infinite Kitchen technology into new and existing restaurants based, in large part, upon our evaluation of the potential economic and certain other benefits for those restaurants.

As a premium offering in the fast-casual industry, we are exposed both to consumers trading the convenience of food away from home for the cost benefit of cooking, and to consumers selecting less expensive fast-casual alternatives during weaker economic periods. In fiscal year 2026, we expect approximately 13 Net New Restaurant Openings, with about half featuring Infinite Kitchen units.

We have historically been able to partially offset rising costs - including as a result of inflation, tariffs, wage increases and increases in cost of goods sold - through gradual menu price increases, customer service and delivery fees, and operational efficiencies. There can be no assurance that we will be able to continue this practice in the current or future macroeconomic or regulatory environment. We also continue to see variability in our customer traffic patterns, including as a result of many workplaces adopting remote or hybrid models, which has shifted sales away from our In-Store Channel. Our Native Delivery, Outpost and Catering, and Marketplace Channels carry higher costs due to third-party fees, elevated refund rates, and promotional activity, and a continued shift in sales mix toward these channels could pressure margins. However, we expect margins on these channels to improve over time as we achieve greater scale.

For the first half of fiscal year 2026, tariffs had minimal net impact on our average new unit development cost due to mitigation efforts including advance purchasing, strategic sourcing, and favorable trade policy changes. Management remains committed to mitigating the impact of tariff costs across our supply chain, restaurant build-outs and equipment through ongoing sourcing and cost-optimization strategies that we and our suppliers have implemented and continue to implement. Any future changes to the U.S. government’s trade policies may impact our estimates regarding tariff costs and the success of our mitigation strategies.

In July 2026, U.S. authorities identified a multistate outbreak of cyclosporiasis, a gastrointestinal illness. No ingredients in our supply chain have been identified as part of the cyclosporiasis outbreak investigation, but the ongoing incident has contributed to reduced consumer demand for fresh prepared foods, including salads, which has negatively impacted our customer traffic and sales to date in the third quarter of fiscal year 2026.

Separately, in August 2026, we were notified of a supplier-initiated recall involving jalapeños. We proactively removed and discarded all jalapeños from that supplier and related products from affected areas. We are currently unable to predict the effect this situation may have on consumer demand. We continue to maintain rigorous food safety protocols across our supply chain and restaurant operations, including supplier qualification requirements, cold chain management, team member training, and third-party food safety audits, and will continue to monitor the situation.

We also continue to monitor ongoing military conflicts, including the Iran conflict, and their impact on our supply chain, construction costs, and the broader macroeconomic environment. We are working with our suppliers to reduce the impacts on buildout costs through strategic contracting and design standardization.

Sales Channel Mix

Our revenue is derived from sales of food and beverage to customers through our five sales channels. We own and operate all of these channels other than our Marketplace Channel, which is operated by various third-party delivery marketplaces.

1.In-Store Channel. Sales to customers who make in-store purchases in our restaurants. Purchases made via cash or credit card are referred to as 'Non-Digital' transactions. Purchases made via digital scan-to-pay or via digital scan-to-earn and scan-to-redeem associated with our SG Rewards loyalty program are included as part of our Owned Digital Channels (defined below).

2.Marketplace Channel. Sales to customers for delivery or pick-up made through third-party delivery marketplaces.

3.Native Delivery Channel. Sales to customers for delivery made through the Sweetgreen website or mobile app.

4.Outpost and Catering Channel. Sales to customers for delivery made through the Sweetgreen website or mobile app to our Outposts, which are our designated offsite drop-off points at offices, residential buildings, and hospitals. In addition, our Outpost and Catering Channel includes our catering offerings, which refer to sales to customers made through our catering website for pick-up at one of our restaurants or delivery to a customer-specified address.

5.Pick-Up Channel. Sales to customers made for pick-up at one of our restaurants through the Sweetgreen website or mobile app.

Key Performance Metrics

We track the following key performance metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe that these key performance metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team. These key performance metrics are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled metrics or measures presented by other companies.

(1) Eight restaurants were excluded from the Comparable Restaurant Base for the thirteen and twenty-six weeks ended June 28, 2026. One restaurant was excluded from the Comparable Restaurant Base for the thirteen and twenty-six weeks ended June 29, 2025. Such adjustments did not result in a material change to AUV.

(2) Our results for the thirteen weeks ended June 28, 2026 have been adjusted to reflect the closures of seven restaurants, including one temporary closure and six permanent closures, which were excluded from the calculation of Same-Store Sales Change. Our results for the twenty-six weeks ended June 28, 2026 have been adjusted to reflect the closures of 14 restaurants, including eight temporary closures and six permanent closures, which were excluded from the calculation of Same-Store Sales Change. Our results for the thirteen and twenty-six weeks ended June 29, 2025 have been adjusted to reflect the temporary closures of one and eight restaurants, respectively, which were excluded from the calculation of Same-Store Sales Change. Such adjustments did not result in a material change to Same-Store Sales Change for either period.

(3) Purchases made in-store where a customer uses scan-to-redeem or scan-to-earn, as part of the SG Rewards loyalty program introduced during the second quarter of fiscal year 2025, are included as part of our Owned Digital Channels sales.

Net New Restaurant Openings

Net New Restaurant Openings reflect the number of new Sweetgreen restaurant openings during a given reporting period, net of any permanent Sweetgreen restaurant closures during the same given period. Before we open new restaurants, we incur pre-opening costs.

Average Unit Volume

AUV is defined as the average trailing revenue for the prior four fiscal quarters for all restaurants in the Comparable Restaurant Base. The measure of AUV allows us to assess changes in guest traffic and per transaction patterns at our restaurants.

Comparable Restaurant Base

Comparable Restaurant Base for any measurement period is defined as all restaurants that have operated for at least twelve full months as of the end of such measurement period, other than any restaurants that had a material, temporary closure or permanently closed during the relevant measurement period. A restaurant is considered to have had a material, temporary closure if it had no operations for a consecutive period of at least 30 days.

Same-Store Sales Change

Same-Store Sales Change reflects the percentage change in year-over-year revenue for the relevant fiscal period for all restaurants that have operated for at least 13 full fiscal months as of the end of such fiscal period, excluding any restaurant that has had a temporary or permanent closure during any prior or current fiscal month in the relevant measurement period. We define a temporary closure as a closure of at least five days during which the restaurant would have otherwise been open; for any such temporary closure occurring during a prior or current fiscal month, such fiscal month, as well as the corresponding fiscal month for the prior or current fiscal year, as applicable, will be excluded when calculating Same-Store Sales Change for that restaurant. This measure highlights the performance of existing restaurants, while excluding the impact of new restaurant openings and closures.

Total Digital Revenue Percentage and Owned Digital Revenue Percentage

Our Total Digital Revenue Percentage is the percentage of our revenue attributed to purchases made through all channels except Non-Digital transactions made through our In-Store Channel. Our Owned Digital Revenue Percentage is the percentage of our revenue attributed to purchases made through our Owned Digital Channels, which include our Pick-Up Channel, Native Delivery Channel, Outpost and Catering Channel (excluding catering orders placed through third-party platforms), and purchases made in our In-Store Channel via digital scan-to-pay, or digital scan-to-earn and scan-to-redeem associated with our SG Rewards loyalty program. With the introduction of our new loyalty program in the second quarter of fiscal year 2025, we have experienced and anticipate continuing to see an increase in Owned Digital sales, which is realized in our Owned Digital Revenue Percentage and our Total Digital Revenue Percentage.

Results of Operations

Comparison of the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025

The following table summarizes our results of operations for the thirteen weeks ended June 28, 2026 and June 29, 2025:

The following table summarizes our results of operations for the twenty-six weeks ended June 28, 2026 and June 29, 2025:

During the twenty-six weeks ended June 28, 2026, the Company reported net income, primarily reflecting the impact of the $160.6 million gain on disposal of business from the Spyce sale. The Company reported a loss from operations for the period.

Revenue

Revenue increased for the thirteen weeks ended June 28, 2026 compared to the thirteen weeks ended June 29, 2025, primarily due to an increase of $18.4 million of incremental revenue associated with 36 Net New Restaurant Openings during or subsequent to the thirteen weeks ended June 29, 2025. This increase in revenue was partially offset by a decrease in Comparable Restaurant Base revenue of $11.2 million, resulting in a negative Same-Store Sales Change of 6.2%, reflecting a 2.0% decrease in traffic and a 4.2% decrease in product mix. The decrease in mix was primarily driven by increased promotional activity, a shift in menu mix towards wraps, and the removal of ripple fries.

Revenue increased for the twenty-six weeks ended June 28, 2026 compared to the twenty-six weeks ended June 29, 2025, primarily due to an increase of $34.8 million of incremental revenue associated with 41 Net New Restaurant Openings during or subsequent to the twenty-six weeks ended June 29, 2025. This increase in revenue was partially offset by a decrease in Comparable Restaurant Base revenue of $31.9 million, resulting in a negative Same-Store Sales Change of 9.3%, reflecting a 3.4% decrease in product mix and a 6.3% decrease in traffic, partially offset by a 0.4% benefit from menu price increases that were implemented during the fiscal year ended December 28, 2025. The decrease in mix was primarily driven by increased promotional activity, a shift in menu mix towards wraps, and the removal of ripple fries.

Restaurant Operating Costs

Food, Beverage, and Packaging

As a percentage of revenue, food, beverage, and packaging costs for the thirteen and twenty-six weeks ended June 28, 2026 increased compared to the thirteen and twenty-six weeks ended June 29, 2025, primarily driven by higher overall ingredient usage, investments in chicken and tofu portions, and increased promotional activity. These increases were partially offset by lower ingredient costs resulting from supply chain savings initiatives.

Tariff costs have been absorbed into our supplier pricing, and while the impact is no longer separately identifiable, we expect it to continue at a similar magnitude to the prior year. Actual impact may vary based on tariff policy changes.

Labor and Related Expenses

As a percentage of revenue, labor and related expenses for the thirteen and twenty-six weeks ended June 28, 2026 increased compared to the thirteen and twenty-six weeks ended June 29, 2025, primarily due to deleverage from lower sales volume and wage inflation.

Occupancy and Related Expenses

As a percentage of revenue, occupancy and related expenses for the thirteen and twenty-six weeks ended June 28, 2026 increased compared to the thirteen and twenty-six weeks ended June 29, 2025, primarily due to deleverage from lower sales volume.

Other Restaurant Operating Costs

As a percentage of revenue, other restaurant operating costs for the thirteen and twenty-six weeks ended June 28, 2026 increased compared to the thirteen and twenty-six weeks ended June 29, 2025, primarily due to deleverage from lower sales volume and, to a lesser extent, higher utilities.

Operating Expenses

General and Administrative

General and administrative expenses on a dollar basis decreased for the thirteen weeks ended June 28, 2026 compared to the thirteen weeks ended June 29, 2025, primarily due to a $2.8 million decrease in stock-based compensation expense, primarily related to the decrease in expenses associated with restricted stock units and performance-based restricted stock units issued prior to our IPO, and a $1.2 million decrease in management salary and benefits expense.

General and administrative expenses on a dollar basis decreased for the twenty-six weeks ended June 28, 2026 compared to the twenty-six weeks ended June 29, 2025, primarily due to a $7.2 million decrease in stock-based compensation expense, primarily related to the decrease in expenses associated with restricted stock units and performance-based restricted stock units issued prior to our IPO, and a $3.1 million decrease in management salary and benefits expense.

As a percentage of revenue, general and administrative expenses for the thirteen and twenty-six weeks ended June 28, 2026 decreased compared to the thirteen and twenty-six weeks ended June 29, 2025, primarily due to the net effect of the fluctuations noted above.

Depreciation and Amortization

As a percentage of revenue, depreciation and amortization for the thirteen weeks ended June 28, 2026 remained flat compared to the thirteen weeks ended June 29, 2025.

As a percentage of revenue, depreciation and amortization for the twenty-six weeks ended June 28, 2026 increased compared to the twenty-six weeks ended June 29, 2025, primarily related to the increase in the total depreciable base, driven by our acceleration of new restaurant growth in the back half of fiscal year 2025 as well as the change in sales volume.

Pre-Opening Costs

As a percentage of revenue, pre-opening costs for the thirteen and twenty-six weeks ended June 28, 2026 decreased compared to the thirteen and twenty-six weeks ended June 29, 2025 due to the timing and volume of new restaurant growth.

Impairment and Closure Costs

Impairment and closure costs on a dollar basis decreased for both the thirteen and twenty-six weeks ended June 28, 2026 compared to the thirteen and twenty-six weeks ended June 29, 2025 primarily due to non-cash impairment charges related to property and equipment and the related operating lease assets of two of our restaurants in the current year period compared to five of our restaurants in the prior year.

Loss on Disposal of Property and Equipment

Loss on disposal of property and equipment on a dollar basis increased for both the thirteen and twenty-six weeks ended June 28, 2026 compared to the thirteen and twenty-six weeks ended June 29, 2025, primarily due to the disposal of equipment at closed or relocated stores.

Restructuring Charges

Restructuring charges for both the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025 are primarily related to our former Sweetgreen Support Center, which we vacated in fiscal year 2022, including continued amortization of the operating lease asset and related real estate and common area maintenance charges. Additionally, during the thirteen and twenty-six weeks ended June 29, 2025 we experienced additional restructuring costs including severance and related benefits associated with a reduction in force at our Sweetgreen Support Center and costs associated with vacating our former New York office space.

Interest Income and Interest Expense

Interest income, net, decreased for the thirteen and twenty-six weeks ended June 28, 2026 compared to the thirteen and twenty-six weeks ended June 29, 2025, primarily due to a lower interest rate and lower cash balance in our money market accounts.

Gain on Disposal of Business

During the twenty-six weeks ended June 28, 2026 we completed the sale of Spyce and certain assets relating to the kitchen automation technology known as the “Infinite Kitchen” and other related kitchen automation technology to certain subsidiaries of Wonder for total consideration of $186.4 million, made up of cash of $100 million and Series C preferred stock of Wonder with an implied value of $86.4 million. In connection therewith, we recorded a pre-tax gain of $160.6 million.

Other Expense (Income)

Other expense for the thirteen and twenty-six weeks ended June 28, 2026 increased compared to the thirteen and twenty-six weeks ended June 29, 2025, primarily due to a change in the fair value of our contingent consideration liability in the prior year period, which was issued as part of the Spyce acquisition in the third quarter of fiscal year 2021. The contingent consideration liability was fully extinguished upon payment of the final milestone during the twenty-six weeks ended June 28, 2026.

Income Tax Expense

The effective income tax rates for the thirteen weeks ended June 28, 2026 and June 29, 2025 were 0% and 0.4%, respectively, primarily due to the full valuation allowance on our net deferred tax assets.

The effective income tax rate increased 1.4% for the twenty-six weeks ended June 28, 2026 compared to the twenty-six weeks ended June 29, 2025 due to the gain recognized from the Spyce sale completed in early 2026.

Seasonality

Our revenue fluctuates as a result of seasonal factors and weather conditions. Historically, our revenue has been lower in the first and fourth fiscal quarters of the year due, in part, to the holiday season and inclement weather (generally the winter months, though inclement weather conditions may occur in certain markets at any time of the year). In addition, a core part of our menu, salads, has proven to be more popular among consumers in the warmer months. In recent years, the prevalence of hybrid and remote work arrangements have made seasonality in our business less predictable, and we have experienced negative revenue impacts around national holidays. Additionally, we have seen extreme weather conditions and natural disasters cause disruptions to our operations from time to time.

Our results are also influenced by a variety of other factors, including the amount and timing of non-cash stock-based compensation expense, litigation, settlement and other legal costs, impairment charges and other non-operating items, and the timing of marketing or promotional activities, as well as factors outside of our control, such as outbreaks of foodborne illnesses that impact consumer behavior. Quarterly performance may also be affected by the number and timing of Net New Restaurant Openings and any restaurant closures during the period.

New restaurants typically operate at higher costs in the periods immediately following opening due to pre-opening expenses, training costs, and initial operating inefficiencies. As a result, our operating results for any particular quarter are not necessarily indicative of results to be expected for any other quarter or for a full fiscal year.

Liquidity and Capital Resources

Sources and Material Cash Requirements

To date, we have funded our operations through proceeds received from common stock and preferred stock issuances and debt incurrences, and through cash flow from operations. During the twenty-six weeks ended June 28, 2026, we completed the sale of Spyce to Wonder for total consideration of $186.4 million, consisting of $100 million in cash and shares of Series C Preferred Stock of Wonder with an implied value of $86.4 million. As of June 28, 2026 and December 28, 2025, we had $142.6 million and $89.2 million in cash and cash equivalents, respectively. Based on our current operating plan, we believe our existing cash and cash equivalents will be sufficient to fund our operating lease obligations, capital expenditures, and working capital needs for at least the next 12 months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities and available cash balances. If we are unable to generate positive operating cash flows, additional debt and equity financings may be necessary to sustain future operations, and there can be no assurance that such financing will be available to us on commercially reasonable terms, or at all.

Our primary liquidity and capital requirements are funding the current operations in our restaurants and Sweetgreen Support Center, new restaurant development, including the deployment of Infinite Kitchen technology, initiatives to improve the customer experience in our restaurants, and general corporate needs. Additionally, during the twenty-six weeks ended June 28, 2026, we made a cash payment of approximately $5.4 million related to the third Spyce milestone payment. See Note 3, Fair Value, in the accompanying condensed consolidated financial statements included in Part I, Item 1 for further details. We have not required significant working capital because customers generally pay using cash or credit and debit cards and, as a result, our operations do not require significant receivables. Additionally, our operations do not require significant inventories due, in part, to our use of numerous fresh ingredients. Further, we are able to sell most of our inventory items before payment is due to the supplier of such items.

Material Cash Requirements

Our material cash requirements primarily consist of operating lease obligations and purchase obligations and capital expenditures. The timing and nature of these commitments are expected to have an impact on our liquidity and capital requirements in future periods. Refer to Note 9, Leases, in the accompanying condensed consolidated financial statements included in Part I, Item 1 for additional information relating to our operating leases.

Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms. The majority of our purchase obligations relate to amounts owed for supplies within our restaurants and are due within the next twelve months.

During the twenty-six weeks ended June 28, 2026, we incurred approximately $22.5 million in capital expenditures. We expect capital expenditures to decrease in 2026, primarily related to the volume of expected new store openings and Infinite Kitchens.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

Operating Activities

For the twenty-six weeks ended June 28, 2026, cash used in operating activities increased by $14.9 million compared to the twenty-six weeks ended June 29, 2025. This change was primarily due to a $16.1 million decrease in income after excluding non-cash items, including the net effect of the gain recognized on the sale of Spyce, as well as a $5.4 million Spyce milestone payment, partially offset by the $4.3 million impact of other favorable working capital fluctuations, driven by the timing of rent expense, payroll, and prepaid expenses.

Investing Activities

For the twenty-six weeks ended June 28, 2026, cash provided by investing activities was $73.7 million, an increase of $118.2 million compared to the twenty-six weeks ended June 29, 2025. The change was primarily driven by the $100.0 million of cash consideration received from the Spyce sale, as well as a $17.8 million decrease in purchases of property and equipment, primarily due to fewer new restaurant openings in the current year.

Financing Activities

For the twenty-six weeks ended June 28, 2026, cash used in financing activities increased by $3.0 million compared to the twenty-six weeks ended June 29, 2025, primarily due to a decrease in proceeds from stock option exercises.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. Our most significant estimates and judgments involve difficult, subjective, or complex judgments made by management. Actual results may differ from these estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected. There have been no material changes to our critical accounting estimates as described in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

Recent Accounting Pronouncements

See Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations solely within the United States, and we are exposed to market risks in the ordinary course of our business. The primary risks we face are commodity price risks, interest rate risk, effects of inflation, and macroeconomic risks. There have been no material changes to our exposure to market risks as described in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 28, 2025.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Our disclosure controls and procedures are based on assumptions about the likelihood of future events, and even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Because of their inherent limitations, we cannot guarantee that our disclosure controls and procedures will succeed in achieving their stated objectives in all cases, that they will be complied with in all cases, or that they will prevent or detect all misstatements.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the fiscal quarter ended June 28, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to various claims, lawsuits, governmental investigations, and administrative proceedings that arise in the ordinary course of business. We do not believe that the ultimate resolution of any of these matters will have a material effect on our financial position, results of operations, liquidity, or capital resources. However, an increase in the number of these claims, or one or more successful claims under which we incur greater liabilities than we currently anticipate, could materially and adversely affect our business, financial position, results of operations, and cash flows.

ITEM 1A. RISK FACTORS

For a description of risks and uncertainties that could impact our business, including risks and uncertainties related to macroeconomic conditions and changes in consumer discretionary spending and related to U.S. international trade policies, including the imposition of tariffs, and increases in the cost of ingredients and equipment, see Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (“Annual Report”). Other than as set forth below, there have been no material changes from the risk factors described in our Annual Report.

Food safety and foodborne illness concerns could have an adverse effect on our business.

Although we maintain rigorous food safety procedures, which includes employee training, we cannot guarantee that our procedures and training will prevent all food safety issues, including illnesses attributable to, among other things, Salmonella, Cyclospora, E. coli, or hepatitis A, and our employees may fail to identify or report unsafe or unsanitary conditions in accordance with our procedures. The ingredients we handle (such as leafy greens and raw chicken) are among the highest risk foods when it comes to food safety and foodborne illness. We freshly prepare many items in-restaurant, which may put us at even greater risk for foodborne illness and food contamination outbreaks than some competitors that use more processed foods or commissaries. Such risks also increase when our food is handled outside our control, including orders through Pick-Up, Native Delivery, Outpost and Catering, and Marketplace Channels, particularly if food is not delivered or consumed within the recommended time periods. Our protocols and procedures, and any public statements we make, to respond to any such incident may not be sufficient to protect customers from physical harm and to protect our business and reputation. We may need to temporarily close restaurants, remove items from the menu, or take other corrective actions as a result of any such incident, which could harm our business and reputation.

We rely on third-party distributors and suppliers, which may make it difficult to monitor food safety compliance and which increases the risk that foodborne illness would affect multiple locations rather than a single restaurant. Our distributors and suppliers may provide us with substitute products, which may not be of equal quality and may complicate traceability in the event of a food contamination incident. We may not have sufficient contractual recourse against such third parties, and the insurance carried by us or by our distributors and suppliers may be insufficient to cover related costs.

Highly publicized incidents, whether or not accurately attributed to us, and incidents that occur at our suppliers or at other restaurant brands can be rapidly amplified by social and digital media and may negatively affect guest perceptions of our brand and the industry more broadly, and could adversely affect our restaurant revenue on a nationwide basis. For example, in July 2026, U.S. authorities identified a multistate outbreak of cyclosporiasis. No ingredients in the Company’s supply chain have been identified as part of the cyclosporiasis outbreak investigation, but reduced consumer demand associated with the ongoing incident has and may continue to negatively impact our customer traffic and sales. Additionally, in August 2026, we were notified of a supplier initiated recall of jalapeños associated with a multistate outbreak of Salmonella, which were received by certain of our restaurants. We removed all jalapeños from that supplier and related products from affected areas. We are currently unable to predict the effect this situation may have on consumer demand. Any food safety incident or product recall, whether actual or perceived, could result in negative publicity, reduced traffic, supply disruption, increased costs, litigation, and, among other things, an adverse effect on our business, financial condition, and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Adoption or Termination of 10b5-1 Trading Plans

During the fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of the Company’s securities set forth in the table below.

Type of Trading Arrangement

Name Position Action Adoption/ Termination Date Rule 10b5-1* Non- Rule 10b5-1** Total Shares of Class A Common Stock to be Sold*** Total Shares of Class A Common Stock to be Purchased Expiration Date

Jonathan Neman President, Chief Executive Officer, and Director Adoption June 7, 2026 X up to 1,800,000 N/A September 7, 2027

Nicolas Jammet Chief Concept Officer and Director Adoption June 8, 2026 X up to 1,485,746 N/A September 7, 2027

Nathaniel Ru Director Adoption June 8, 2026 X up to 1,599,272 N/A September 7, 2027

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

*** Represents the maximum number of shares that may be sold pursuant to the 10b5-1 trading arrangement. The number of shares sold will be dependent on the satisfaction of certain conditions as set forth in the written plan.

ITEM 6. EXHIBITS

The following exhibits are included herein or incorporated herein by reference:

† The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the Registrant under the Securities Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.