Sweetgreen, Inc.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about us and our industry that involve substantial risks and uncertainties. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). All statements other than statements of historical facts contained in this Annual Report, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words or phrases such as “anticipate,” “are confident that,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•Our plans, priorities, initiatives and strategies, including with respect to the Sweet Growth Transformation Plan;

•our expectations regarding our key performance metrics, future results of operation and liquidity;

•our expectations regarding our sales channel mix and impact on our margins and business;

•our expectations regarding the effects of inflation, interest rates, tariffs, an economic downturn, higher labor rates, and increased supply chain costs, as well as any future pricing or other actions taken in an effort to mitigate the effects of these or other increases in our costs and expenses;

•our expectations regarding macroeconomics and geopolitical conditions and the resulting impact on our business and results of operations;

•our expectations about customer behavior trends as a result of economic conditions and macroeconomic, geopolitical, severe weather conditions, the adoption of remote and hybrid working models, and other major events;

•our expectations regarding our customers’ willingness to pay our prices for higher quality food;

•our expectations regarding our SG Rewards loyalty program;

•our plans to incorporate additional Infinite Kitchen units into new and existing restaurants, in particular following our sale of Spyce Food Co. (“Spyce”) and certain assets relating to the kitchen automation technology known as the “Infinite Kitchen” and other related kitchen automation technology (together with Spyce, the “Spyce Business”) to certain subsidiaries of Wonder Group, Inc. (“Wonder”), and our ability to deploy and secure support for, in a timely and cost-effective manner, Infinite Kitchen units should Wonder not fulfill its support obligations;

•our operational changes and the expected benefits thereof, including our expectations regarding the impact of automation on our operating model, results of operations, and key performance metrics;

•our ability to achieve our bold vision to be as ubiquitous as traditional fast food, but with the transparency and quality that consumers increasingly expect;

•our expectations around industry and market trends and our anticipated market opportunity;

•potential future investments in our business, and the sufficiency of our liquidity and capital resources;

•our expectations regarding our ability to attract and retain talent;

•our ability to achieve or maintain profitability;

•our ability to effectively manage and scale our supply chain; and

•the impact of pending or future litigation.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors that are described in the section titled “Risk Factors” and elsewhere in this Annual Report, and that may be described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”).

In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

SUMMARY RISK FACTORS

Investing in our Class A common stock involves numerous risks, including the risks described in “Part I, Item 1A. Risk Factors” of this Annual Report. Below are some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects.

•We operate in a highly competitive industry. If we are not able to compete effectively, it could have an adverse effect on our business, financial condition, and results of operations.

•Changes in economic conditions, macroeconomic and geopolitical events, and public health developments such as a pandemic may adversely affect customer behavior, which could have an adverse effect on our business, financial condition, and results of operations.

•Severe weather conditions and natural disasters have adversely affected our restaurant sales and results of operations, and climate change may further increase these adverse effects.

•Our future growth depends significantly on our ability to open new restaurants and is subject to many unpredictable factors.

•Our long-term success is highly dependent on our ability to effectively identify and secure appropriate sites for new restaurants.

•Our expansion into new markets may present increased risks and adversely affect our growth and operating results.

•New restaurants, once opened, may not be profitable, and new restaurants may negatively impact sales at our existing restaurants.

•Our success depends substantially on the value of our brand and failure to preserve its value or changes in customer recognition of our brand, including due to negative publicity, could have a negative impact on our business, financial condition, and results of operations.

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

•We have incurred significant losses since inception. We expect our net losses to continue in the foreseeable future, and we may not achieve profitability.

•If we are unable to utilize the Infinite Kitchen in our restaurants in a cost-effective manner, or to secure consistent support for the deployment and development of such technologies, our growth plans, financial condition, and results of operations could be adversely affected.

•If we are not able to hire, train, reward, and retain a qualified workforce, our growth and profitability could be adversely affected.

•Increases in labor costs, labor shortages, or unionization efforts, could have an adverse effect on our business, financial condition, and results of operations.

•Changes in food and supply costs or disruptions in the availability or delivery of ingredients and other supplies could adversely affect our business, financial condition, and results of operations.

•Changes in U.S. international trade policies, including the imposition of tariffs, could increase the cost of ingredients, equipment, and construction materials used in our restaurants and adversely affect our business, financial condition, and results of operations.

•We may not persuade customers of the benefits of paying our prices for higher-quality food.

•A significant portion of our restaurants are located in large urban areas, and if our operations in these geographies are negatively affected, our financial results and future prospects would be adversely affected.

•Acquisitions could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our results of operations and expansion prospects.

•Governmental regulation may adversely affect our business, financial condition, and results of operations.

•Changes in employment laws may increase our labor costs and impact our results of operations.

•We have been and will likely continue to be party to litigation that could distract management, increase our expenses, and subject us to monetary damages or other penalties.

•If the confidentiality, integrity, or availability of our information technology, software, services, communications, or data, or those of third parties with whom we work, are or were compromised, we could experience adverse consequences.

•We (and the third parties with whom we work) are subject to rapidly changing and increasingly stringent U.S. and foreign laws, contractual terms, industry standards, and other obligations relating to data privacy and security, and any actual or perceived failure to comply with such obligations could adversely affect our business, financial condition, and results of operations.

•We may not be able to adequately protect or enforce our rights in our intellectual property, which could harm the value of our brand and have an adverse effect on our business, financial condition, and results of operations.