Sweetgreen, Inc.SG
Sweetgreen, Inc. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
2021 Equity Incentive Plan
During the fiscal year ended December 26, 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which allows for issuance of stock options (including incentive stock options and non-qualified stock options), restricted stock units (“RSUs”), including performance-based awards, and other types of awards. The maximum number of shares of common stock that may be issued under the 2021 Plan is 35,166,753, which is the sum of (i) 11,500,000 new shares, plus (ii) an additional number of shares consisting of (a) shares that were available for the issuance of awards under any prior equity incentive plans in place (which include the Company’s 2009 Stock Plan and 2019 Equity Incentive Plan (collectively, the “Prior Stock Plans”)) prior to the time the Company’s 2021 Plan became effective and (b) any shares of the Company’s common stock subject to outstanding stock options or other stock awards granted under the Prior Stock Plans that on or after the Company’s 2021 Plan became effective, terminate or expire prior to the exercise or settlement; are not issued because the award is settled in cash; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. The total number of shares available for grant as of December 28, 2025, was 6,652,380. Options granted generally have vesting terms between twelve months and four years and have a contractual life of 10 years.
The Company issues shares of Class A common stock upon the vesting and settlement of RSUs and upon the exercises of stock options under the 2021 Plan. The 2021 Plan is administered by the Company’s board of directors (the “Board”), or a duly authorized committee of the Board. Options granted to members of the Board generally vest immediately.
2009 Stock Plan and 2019 Equity Incentive Plan
Prior to the Company’s IPO, the Company granted stock options, RSUs and performance-based restricted stock awards (“PSUs”) to its employees, as well as non-employees (including directors and others who provide substantial services to the Company) under the Prior Stock Plans. Under the Prior Stock Plans, the Company was permitted to grant incentive stock options to the Company’s employees and non-qualified stock options to the Company’s employees and non-employees, as well as stock appreciation rights, restricted stock awards, RSUs (including PSUs), and other forms of stock awards to the Company’s employees, directors and consultants and any of the Company’s affiliated employees and consultants.
Options granted in the fiscal year ended December 26, 2021 and prior generally have vesting terms between one year and four years and have a contractual life of 10 years. No further stock awards will be granted under the Prior Stock Plans now that the 2021 Plan is effective; however, awards outstanding under the Prior Stock Plans continue to be governed by their existing terms.
Spyce Acquisition
In conjunction with the Spyce acquisition, the Company issued shares of restricted stock that were issued to certain Spyce employees. As the value is fixed, the grant date fair value of these shares represents the fair value of the shares on the acquisition date. For the fiscal year ended December 31, 2023, the Company recognized stock-based compensation expense of $2.4 million related to the vested portion of such shares.
2021 Employee Stock Purchase Plan
In conjunction with the IPO, the Board adopted, and the Company’s stockholders approved, the Company’s 2021 employee stock purchase plan (the “ESPP”). The Company’s ESPP authorizes the issuance of 3,000,000 shares of common stock under purchase rights granted to the Company’s employees or to the employees of any of its designated affiliates. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each year for a period of 10 years, beginning January 1, 2023, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year; and (ii) 4,300,000 shares, except before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (i) and (ii). On January 1, 2023, the ESPP authorized shares increased by 1,111,331 shares to 4,111,331 in accordance with the above. The Board delegated the authority to manage the ESPP to the Compensation Committee of the Board, which determined that there would be no increase in the share reserve under the ESPP in 2024 or 2025.
As of December 28, 2025, there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the administrator.
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 fiscal years ended December 28, 2025 and December 29, 2024:
(dollar amounts in thousands except share and per share amounts) | Number of Shares | Weighted- Average Exercise Price Per Share | Weighted-Average Remaining Contractual Term (In Years) | Aggregate Intrinsic Value | |||||||||||||||||||
Balance—December 31, 2023 | 13,219,388 | $ | 7.77 | 5.97 | $ | 53,758 | |||||||||||||||||
Options granted | 2,367,980 | 19.81 | |||||||||||||||||||||
Options exercised | (1,990,576) | 6.42 | |||||||||||||||||||||
Options forfeited | (374,453) | 15.71 | |||||||||||||||||||||
Options expired | (52,470) | 17.65 | |||||||||||||||||||||
Balance—December 29, 2024 | 13,169,869 | $ | 9.88 | 6.04 | $ | 297,037 | |||||||||||||||||
Options granted | 2,608,147 | 16.26 | |||||||||||||||||||||
Options exercised | (408,345) | 7.75 | |||||||||||||||||||||
Options forfeited | (1,085,348) | 18.52 | |||||||||||||||||||||
Options expired | (213,764) | 17.81 | |||||||||||||||||||||
Balance—December 28, 2025 | 14,070,559 | $ | 10.35 | 5.30 | $ | 12,769 | |||||||||||||||||
Exercisable—December 28, 2025 | 10,804,076 | $ | 8.62 | 4.30 | $ | 12,693 | |||||||||||||||||
Vested and expected to vest—December 28, 2025 | 14,070,559 | $ | 10.35 | 5.30 | $ | 12,769 | |||||||||||||||||
The total intrinsic value of options exercised in fiscal years 2025, 2024 and 2023 was $4.3 million, $50.8 million and $7.5 million, respectively. The weighted-average fair value of options granted in fiscal years 2025, 2024 and 2023 was $8.24, $9.72, and $9.07, respectively, all of which were granted to employees.
The fair value of each option granted has been estimated as of the date of the grant using the Black-Scholes option-pricing model with the assumptions during the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 included in the table below. The Company has elected to account for forfeitures as they occur.
| Input | Fiscal Year Ended December 28, 2025 | Fiscal Year Ended December 29, 2024 | Fiscal Year Ended December 31, 2023 | ||||||||||||||
Risk-free interest rate | 3.7%-4.3% | 3.4%-4.7% | 3.5%-4.9% | ||||||||||||||
Expected term | 5.7-6.3 years | 5.8-6.2 years | 5.8-6.2 years | ||||||||||||||
Expected Volatility | 47.8 | % | 45.4 | % | 45.1 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
During the fiscal year ended December 28, 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 has been estimated as of the modification date using the Black-Scholes option-pricing model and will be recognized as additional stock-based compensation expense over the remaining requisite service period. During the fiscal year ended December 28, 2025 the Company recognized $1.5 million of incremental expense related to this modification, which was recorded within total stock-based compensation expense for the year. These options have a weighted-average exercise price of $10.39. The Company expects to recognize the remaining incremental stock option expense of $1.4 million related to this modification across the remaining three month consulting period in fiscal year 2026.
Additionally, during the fiscal year ended December 28, 2025, the Company approved a modification to certain stock option awards in connection with the resignation of a former executive. The modification provided for an extension of the post-termination exercise period of certain stock options through their respective maturity dates. In total, 2,471,052 options were subject to these changes. As a result of the modification, the Company recognized an incremental stock-based compensation expense of $6.1 million, which was recognized in full on the date of modification within fiscal year 2025. The options have a weighted-average exercise price of $6.77.
Fair Value of Common Stock—The Board determines the fair market value of its common stock based on its closing price as reported on close of business the day immediately preceding the date of grant on the New York Stock Exchange.
Risk-Free Interest Rate—The yield on actively traded non-inflation indexed U.S. Treasury notes with the same maturity as the expected term of the underlying options was used as the average risk-free interest rate.
Expected Term—The expected term of options granted to was determined based on management’s expectations of the options granted, which are expected to remain outstanding. The Company calculated the expected term using the simplified method for “plain vanilla” stock option awards.
Expected Volatility—Given the timing of the IPO occurring in 2021, there is not sufficient share price history that extends through the expected term of the options, as such, the Company has elected to use an approximation based on the volatility of other comparable public companies, which compete directly with the Company, over the expected term of the options.
Dividend Yield—The Company has not issued regular dividends on common shares in the past nor does the Company expect to issue dividends in the foreseeable future. As such, the dividend yield has been estimated to be zero.
As of December 28, 2025, there was $22.5 million in unrecognized compensation expense related to unvested stock options arrangements which is expected to be recognized over a weighted-average period 2.26 years.
Restricted Stock Units and Performance Stock Units
Restricted stock units
During the fiscal years ended December 28, 2025 and December 29, 2024, the Company issued 752,781 and 535,789 RSUs, respectively, to certain employees, which vest upon the satisfaction of certain service periods. The fair value of these RSUs was determined based on the Company’s closing stock price the business day immediately preceding the date of grant. The service period of these RSUs is satisfied over a range of 0 to 4 years. The RSUs are excluded from common stock issued and outstanding until the satisfaction of these vesting conditions and are not considered a participating security for purposes of calculating net loss per share attributable to common stockholders.
The following table summarizes the Company’s RSU activity for fiscal year ended December 28, 2025:
| (dollar amounts in thousands except per share amounts) | Number of Shares | Weighted- Average Grant Date Fair Value | |||||||||
| Balance—December. 29, 2024 | 910,024 | $ | 17.72 | ||||||||
| Granted | 752,781 | 13.49 | |||||||||
Released | (690,957) | 18.87 | |||||||||
Forfeited, cancelled, or expired | (188,622) | 17.48 | |||||||||
| Balance—December. 28, 2025 | 783,226 | $ | 12.71 | ||||||||
During the fiscal year ended December 28, 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 has been estimated using the current stock price as of the modification date. During the fiscal year ended December 28, 2025 the Company recognized $0.15 million of incremental expense related to this modification, which was recorded within total stock-based compensation expense for the year. The Company expects to recognize the remaining incremental stock option expense of $0.15 million related to this modification across the remaining three month consulting period in fiscal year 2026.
The weighted-average grant date fair value per RSU granted during the fiscal years ended December 29, 2024 and December 31, 2023 was $20.81 and $9.07, respectively. As of December 28, 2025, unrecognized compensation expense related to RSUs was $7.3 million and is expected to be recognized over a weighted-average period of 2.61 years. The fair value of shares earned as of the vesting date during the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 was $12.7 million, $13.7 million, and $6.3 million, respectively.
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. The founder PSUs are excluded from common stock issued and outstanding until the satisfaction of these vesting conditions and are not considered a participating security for purposes of calculating net loss per share attributable to common stockholders.
The founder PSUs are eligible to vest beginning on the one-year anniversary of the effective date of the registration statement of the Company’s IPO, and expire ten years after the IPO date. The founder PSUs are comprised of seven tranches that are eligible to vest based on the achievement of stock price goals, ranging from $30.0 - $75.0 per share, measured over a consecutive 90-calendar day trailing trading period during the performance period as set forth below.
| Company Stock Price Target | Number of PSUs Eligible to Vest | |||||||
| 1 | $ | 30.00 | 900,000 | |||||
| 2 | $ | 37.50 | 900,000 | |||||
| 3 | $ | 45.00 | 900,000 | |||||
| 4 | $ | 52.50 | 900,000 | |||||
| 5 | $ | 60.00 | 900,000 | |||||
| 6 | $ | 67.50 | 900,000 | |||||
| 7 | $ | 75.00 | 900,000 | |||||
The Company estimated the grant date fair value of the founder PSUs based on multiple stock price paths developed through the use of a Monte Carlo simulation model within a hybrid framework with two possible scenarios (IPO and Change of Control). A Monte Carlo simulation model also calculates a derived service period for each of the seven vesting tranches, which is the measure of the expected time to achieve each Company stock price target, as described above. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, expiration term, and the risk-free interest rate as of the valuation date, corresponding to the length of time remaining in the performance period, and expected dividend yield. The derived service period calculation also requires the cost of equity assumption to be used in the Monte Carlo simulation model. Term and volatility are typically the primary drivers of this valuation. An expiration term of 10 years (as defined in the grant agreements) was considered in the IPO scenario while an expiration term of 3 years was considered in the Change of Control scenario. A volatility of 52.0 percent was considered within the IPO scenario consistent with the maximum term to expiration; whereas, a common stock volatility of 90.5 percent was considered in the Change of Control scenario, which is based on the ASC 718 analysis. The weighted-average grant date fair value of the founders PSUs was $16.35 per share. The Company continues to recognize the total stock-based compensation expense of $103.0 million over the derived service period of each tranche, which is between 1.7 to 4.4 years, using the accelerated attribution method as long as the founders satisfy the service-based vesting condition.
As of December 28, 2025 unrecognized compensation expense related to PSUs was $0.6 million and is expected to be recognized over a weighted-average period of 0.22 years.
During the fiscal year ended December 29, 2024, the service condition and stock price goal for the first two tranches were met, resulting in 600,000 PSUs vesting and being released for each founder during that period (for a total of 1,800,000 PSUs vesting). The fair value of the total shares released as of the vesting date during the fiscal year ended December 29, 2024 was $67.8 million, solely related to the founder PSUs, and the Company incurred $1.1 million in payroll taxes associated with the transactions which are included in general and administrative expenses within the accompanying consolidated statement of operations.
Subsequent to the Company’s IPO, the Company issued 321,428 PSUs to the Spyce founders based on three separate performance-based milestone targets. The Company will recognize stock compensation expense related to each performance-based milestone target as it becomes probable of occurring, based on the stock price on the date of grant. During the fiscal year ended December 29, 2024, the Company modified the number of shares underlying these grants and the vesting terms to remove the performance-based component, resulting in the total number of shares decreasing to 85,395, all of which vested on March 15, 2025. The expense related to these RSUs is included within the RSU section above.
For both of the fiscal years ended December 28, 2025 and December 29, 2024 there were 4,500,000 PSUs outstanding, with a weighted-average grant date fair value of $15.62. There was no PSU activity during the fiscal year ended December 28, 2025.
A summary of stock-based compensation expense recognized fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023 is as follows:
| (dollar amounts in thousands) | Fiscal Year Ended December 28, 2025 | Fiscal Year Ended December 29, 2024 | Fiscal Year Ended December 31, 2023 | ||||||||||||||
Stock-options | $18,605 | $11,773 | $8,878 | ||||||||||||||
Restricted stock units | 8,752 | 8,546 | 8,557 | ||||||||||||||
Performance stock units | 9,118 | 18,705 | 32,097 | ||||||||||||||
Total stock-based compensation | $36,475 | $39,024 | $49,532 | ||||||||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.