Sweetgreen, Inc.

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 29, 2024 (“Annual Report”) and our Quarterly Report for the thirteen weeks ended June 29, 2025 (“Prior Quarterly Report”). Other than the risk factor listed below, there have been no material changes from the risk factors described in our Annual Report and Prior Quarterly Report.

Completion of the Spyce Sale is subject to numerous conditions outside of our control. There can be no assurances regarding the timing or likelihood of completion of the Spyce Sale, and failure to complete the Spyce Sale could have an adverse effect on our stock price, growth plan, financial condition, and results of operations.

The Agreement governing the Spyce Sale contains customary conditions to closing, including: (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) the absence of legal proceedings, court orders or other governmental actions preventing the consummation of the transactions; (iii) that the parties have performed and complied in all material respects with all agreements and covenants contained in the Agreement governing the Spyce Sale to be performed and complied with by them before or on the closing date of the Spyce Sale; (iv) that no Material Adverse Effect (as defined in the Agreement) will have occurred; and (v) that the representations and warranties of the parties to the Agreement are true and correct, subject to certain materiality standards, as of the closing date of the Spyce Sale.

While we believe that we will receive the requisite approvals, there can be no assurance that these and other conditions to closing will be satisfied at all or be satisfied on the proposed terms and schedules as contemplated by the parties. Although we and Wonder have agreed, subject to certain exceptions, to use efforts and accept certain remedies to obtain the requisite regulatory approvals, there can be no assurance that these approvals will be obtained, and the governmental entities from which these approvals are required may impose conditions on the completion of the sale or require changes to the terms of the sale. Satisfaction of the closing conditions may delay the consummation of the sale, and if certain closing conditions are not satisfied prior to the end date specified in the Agreement, the parties will not be obligated to complete the sale. The Agreement may be terminated by either us or Wonder prior to Closing under certain circumstances, including if certain closing conditions in the Agreement have not been satisfied or waived on or before 180 days after the date of the Agreement.

If the Spyce Sale is not completed for any reason, we will not realize the potential benefits we anticipate from the sale, including reduced operating costs and a strengthened balance sheet. Moreover, substantial expenses would have already been incurred, including professional advisor fees that are payable regardless of the outcome. Our management team has allocated significant time and resources to the pending sale. For these and other reasons, a failed transaction may have an adverse impact on our business, operating results, or financial condition, and our stock price may decline.