Sweetgreen, Inc.

Adoption or Termination of 10b5-1 Trading Plans

During the fiscal quarter ended September 28, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K under the Exchange Act.

Entry Into Agreement and Plan of Merger and Asset Purchase

On November 5, 2025, Sweetgreen, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger and Asset Purchase (the “Agreement”) by and among Wonder Group, Inc., a Delaware corporation (“Wonder”), Wonder Automation, Inc., a Delaware corporation and a direct wholly owned subsidiary of Wonder (“Buyer”), Wally Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Wonder (“Merger Sub I”), Wally Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Wonder (“Merger Sub II”) and Spyce Food Co., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Spyce”), pursuant to which, among other things, and subject to the conditions contained in the Agreement, (a) the Company and certain of its subsidiaries will sell to Buyer certain assets related to the kitchen automation technology known as the “Infinite Kitchen” and other related kitchen automation technology (the “Spyce Business”) and the Buyer will assume certain liabilities related thereto , and (b) Merger Sub I will merge with and into Spyce, a subsidiary of the Company that also holds assets with respect to the Spyce Business (the “First Merger”), with Spyce surviving as a wholly-owned subsidiary of Wonder, and, immediately thereafter, Spyce (as the surviving corporation in the First Merger) will merge with and into Merger Sub II (the “Second Merger”), with Merger Sub II continuing as a wholly-owned subsidiary of Wonder (collectively, the “Spyce Sale”). As consideration for the Spyce Sale, Wonder will pay to the Company $100 million in cash and issue to the Company shares of Series C Preferred Stock of Wonder (the “Equity Consideration”) with an implied value of $86.4 million based on the price per share at which shares were issued by Wonder to cash investors in its most recent equity financing (the “Equity Consideration”). With respect to the Equity Consideration, the Company entered into an equity side letter with Wonder that will be effective upon closing of the Spyce Sale. The equity side letter grants the Company information rights and certain other rights with respect to the Equity Consideration. In addition, as part of the Spyce Sale, the Company employees who service the Spyce Business will be offered employment by Wonder.

In connection with the signing of the Agreement, the Company, Wonder and Merger Sub II (Buyer and Merger Sub II, together “Wonder Spyce”) agreed to enter into, among other ancillary agreements, (1) a Supply and Services Agreement (“Supply Agreement”), upon the closing of the Spyce Sale, pursuant to which Wonder Spyce agrees, among other things, to sell Infinite Kitchen units (and future variants of the current system and certain products that Wonder Spyce may later develop) to the Company on a long-term basis and provide certain services related to the Infinite Kitchen units, including commissioning, support and maintenance; and (2) an Intellectual Property License Agreement (the “License Agreement”), providing for (a) a non-exclusive, perpetual, irrevocable, royalty-free license back to the Company under the Spyce Business technology, and related future improvements for the Company to exploit such licensed intellectual property for use in the Company’s branded facilities that produce food or beverages, subject to certain restrictions, including specific restriction on use and facilities in connection with our change of control, and (b) a non-exclusive, perpetual, irrevocable, royalty-bearing license to allow the Company to manufacture, use, sell, and otherwise exploit and dispose of the products previously sold to the Company under the Supply Agreement in the event of certain trigger events, which includes an uncured material breach by Wonder under the Supply Agreement. The Supply Agreement is subject to termination for an uncured material breach as set forth in the Supply Agreement.

The Agreement contains customary representations, warranties and covenants, and following the closing of the Spyce Sale, indemnities pursuant to which the parties agree to indemnify each other for certain matters, including, among other things, breaches of representations, warranties and covenants and with respect to the allocation of certain liabilities between their respective post-transaction businesses.

The Agreement also 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 to be performed and complied with by them before or on the closing date; (iv) that no Material Adverse Effect (as defined in the Agreement) will have occurred since the signing of the Agreement; and (v) that the representations and warranties of the Parties are true and correct, subject to certain materiality standards, as of the closing date.

The Agreement may be terminated by either the Company 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.

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Agreement, which is filed as Exhibit 10.4 to this Quarterly Report and is incorporated herein by reference.

The Agreement has been provided solely to inform investors of its terms. The representations, warranties and covenants contained in the Agreement were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Agreement and may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties to the Agreement if those statements prove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by disclosures not reflected in the text of the Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. The Company’s stockholders and other investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company or any of its subsidiaries or affiliates.