Sweetgreen第二季收入增3.8%惟虧損擴大 出售Spyce錄一次性收益

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2026
OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______to______ 
Commission file number 001-41069
SWEETGREEN, INC.
(Exact name of registrant as specified in its charter)

Delaware
27-1159215

(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

3102 36th Street, Los Angeles, CA

90018

(Address of Principal Executive Offices)
(Zip Code)

(323) 990-7040
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common StockSGNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  x   No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
x
Accelerated filer
o

Non-accelerated filer
o
Smaller reporting company
o

Emerging growth company
o

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes   o     No  x

The registrant had 107,147,757 shares of Class A common stock and 11,893,558 shares of Class B common stock outstanding as of August 3, 2026.

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Page
Part I Financial Information

Item 1.
Financial Statements
1

Condensed Consolidated Balance Sheets
1

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
2

Condensed Consolidated Statements of Stockholders’ Equity
3

Condensed Consolidated Statements of Cash Flows
5

Notes to the Condensed Consolidated Financial Statements
6

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
30

Item 4.
Controls and Procedures
30

Part II Other Information

Item 1.
Legal Proceedings
31

Item 1A.
Risk Factors 
31

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
31

Item 3.
Defaults Upon Senior Securities
32

Item 4.
Mine Safety Disclosures
32

Item 5.
Other Information
32

Item 6.
Exhibits
32

Signatures
34

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly 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 Quarterly Report are forward-looking statements, including statements regarding our expectations regarding our revenue, restaurant operating costs, operating expenses, and other results of operations, as well as our key performance metrics; our liquidity and the sufficiency of our capital resources; our plans to open new restaurants and purchase and incorporate additional Infinite Kitchen units into our fleet, 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”), which is our Infinite Kitchen supplier; our expectations regarding the value of our equity investment in Wonder; our expectations regarding financial and macroeconomic trends and the impacts of ongoing military conflicts; the impacts of tariffs and our ability to mitigate such impacts; our ability to offset cost increases; our expectations regarding the growth of our digital revenue channels, including the impact of our SG Rewards loyalty program; the impacts of seasonality or extreme weather events; the impact of food safety incidents or disease outbreaks on consumer demand, customer traffic, and sales; our plans regarding innovation, including the use of Infinite Kitchen units, and the resulting potential benefit to our business; our ability to achieve or maintain profitability; and management’s plans, priorities, initiatives and strategies. 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. 

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly 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 and uncertainties, many of which involve factors or circumstances that are beyond our control, that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. These risks and uncertainties include our ability to compete effectively, uncertainties regarding changes in economic conditions and geopolitical events, and the customer behavior trends they drive, our ability to open new restaurants, our ability to effectively identify and secure appropriate sites for new restaurants, our ability to expand into new markets and the risks such expansion presents, our ability to deploy and secure support for, in a timely and cost effective manner, Infinite Kitchen units following the transaction should Wonder not fulfill its support obligations, the impact of severe weather conditions or natural disasters on our restaurant sales and results of operations, the profitability of new restaurants we may open, and the impact of any such openings on sales at our existing restaurants, our ability to preserve the value of our brand, food safety and foodborne illness concerns, including ongoing food safety concerns and their impact on consumer demand and customer traffic, the effect on our business of increases in labor costs, labor shortages, and difficulties in hiring, training, rewarding and retaining a qualified workforce, the impact of pandemics or disease outbreaks, our ability to achieve profitability in the future, our ability to identify, complete, and integrate acquisitions, the effect on our business of governmental regulations, including but not limited to any future regulations that impose taxes, tariffs, or duties on food products, supplies or other items that we purchase, changes in employment laws, the effect on our business of expenses and potential management distraction associated with litigation, claims, governmental investigations and administrative proceedings, potential privacy and cybersecurity incidents, the effect on our business of restrictions and costs imposed by privacy, data protection, and data security laws, regulations, and industry standards, and our ability to enforce our rights in our intellectual property. Additional information regarding these and other risks and uncertainties that could cause actual results to differ materially from our expectations is included in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025, and elsewhere in this Quarterly Report. 

New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

i

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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 Quarterly 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 Quarterly 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 Quarterly Report to reflect events or circumstances after the date of this Quarterly 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.
ii

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SWEETGREEN, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share amounts)
June 28,
2026December 28,
2025
ASSETS
Current assets:
Cash and cash equivalents$142,631 $89,177 
Accounts receivable5,710 5,166 
Inventory 2,873 2,384 
Prepaid expenses 11,357 6,381 

Current portion of lease acquisition costs90 93 
Assets held for sale
— 25,427 
Other current assets1,278 1,029 
Total current assets163,939 129,657 
Operating lease assets286,094 284,263 
Property and equipment, net311,218 326,903 
Goodwill27,793 27,793 
Intangible assets, net9,922 10,424 
Security deposits1,282 1,316 
Lease acquisition costs, net197 241 
Restricted cash6,158 4,166 
Equity investments
86,429 — 
Other assets2,627 3,341 
Total assets$895,659 $788,104 
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Current portion of operating lease liabilities$42,324 $41,590 
Accounts payable14,103 19,885 
Accrued expenses38,920 33,739 
Accrued payroll11,374 8,143 
Gift cards and loyalty liability7,585 7,177 
Liabilities held for sale
— 1,085 
Other current liabilities29 7,033 
Total current liabilities 114,335 118,652 
Operating lease liabilities, net of current portion313,071 312,904 

Other non-current liabilities— 149 
Deferred income tax liabilities632 274 

Total liabilities428,038 431,979 
COMMITMENTS AND CONTINGENCIES (Note 15)

Stockholders’ equity:
Common stock, $0.001 par value per share, 2,000,000,000 Class A shares authorized, 107,140,211 and 106,554,859 Class A shares issued and outstanding as of June 28, 2026 and December 28, 2025, respectively; 300,000,000 Class B shares authorized, 11,893,558 and 11,893,558 Class B shares issued and outstanding as of June 28, 2026 and December 28, 2025, respectively
119 118 

Additional paid-in capital 1,377,386 1,365,430 
Accumulated deficit (909,884)(1,009,423)
Total stockholders’ equity 467,621 356,125 
Total liabilities and stockholders’ equity $895,659 $788,104 

The accompanying notes are an integral part of these condensed consolidated financial statements.
1

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SWEETGREEN, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands, except share and per share amounts)

Thirteen weeks endedTwenty-six weeks ended
June 28,
2026June 29,
2025June 28,
2026June 29,
2025
Revenue
$192,662 $185,583 $354,183 $351,887 
Restaurant operating costs (exclusive of depreciation and amortization presented separately below):

Food, beverage, and packaging
57,407 51,444 104,260 95,436 
Labor and related expenses
56,313 51,044 107,074 99,115 
Occupancy and related expenses
18,117 16,438 35,884 32,112 
Other restaurant operating costs
35,648 31,532 65,587 60,412 
Total restaurant operating costs
167,485 150,458 312,805 287,075 
Operating expenses:

General and administrative29,713 34,505 58,980 72,842 
Depreciation and amortization
18,757 17,996 37,386 35,102 
Pre-opening costs
1,107 2,534 2,218 4,230 
Impairment and closure costs
2,155 5,336 2,791 5,430 
Loss on disposal of property and equipment
339 31 738 117 
Restructuring charges516 1,146 1,021 2,051 
Total operating expenses
52,587 61,548 103,134 119,772 
Loss from operations
(27,410)(26,423)(61,756)(54,960)
Interest income 
(1,216)(1,725)(2,622)(3,628)
Interest expense
62 5 90 5 
Gain on disposal of business
— — (160,562)— 
Other expense (income)
2 (1,635)9 (3,320)
Net income (loss) before income taxes
(26,258)(23,068)101,329 (48,017)
Income tax expense
12 90 1,790 180 
Net income (loss)
$(26,270)$(23,158)$99,539 $(48,197)
Earnings (loss) per share:

Basic
$(0.22)$(0.20)$0.84 $(0.41)
Diluted
$(0.22)$(0.20)$0.82 $(0.41)
Weighted average shares outstanding:

Basic
118,898,524 117,827,054 118,803,299 117,566,164 
Diluted
118,898,524 117,827,054 120,774,680 117,566,164 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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SWEETGREEN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share amounts)

For the thirteen weeks ended June 28, 2026 and June 29, 2025

Common StockAdditional
Paid-in
CapitalAccumulated
DeficitTotal
SharesAmount
Balances at March 30, 2025117,658,484 $118 $1,333,033 $(900,397)$432,754 
Net income (loss)— — — (23,158)(23,158)
Exercise of stock options112,661 — 996 — 996 
Issuance of common stock related to Spyce milestone achievement
242,722 — 4,709 — 4,709 

Issuance of common stock related to restricted shares
183,732 — — — — 
Shares repurchased for employee tax withholding(94)— (3)— (3)
Stock-based compensation expense— — 8,000 — 8,000 

Balances at June 29, 2025118,197,505 $118 $1,346,735 $(923,555)$423,298 

Balances at March 29, 2026118,816,743 $119 $1,372,426 $(883,614)$488,931 
Net income (loss)— — — (26,270)(26,270)
Exercise of stock options10,599 — 51 — 51 

Issuance of common stock related to restricted shares206,485 — — — — 

Shares repurchased for employee tax withholding(58)— (269)— (269)
Stock-based compensation expense— — 5,178 — 5,178 

Balances at June 28, 2026119,033,769 $119 $1,377,386 $(909,884)$467,621 

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For the twenty-six weeks ended June 28, 2026 and June 29, 2025

Common StockAdditional
Paid-in
CapitalAccumulated
DeficitTotal
SharesAmount
Balances at December 29, 2024117,116,311 $117 $1,321,386 $(875,358)$446,145 
Net income (loss)— — — (48,197)(48,197)
Exercise of stock options323,369 1 2,678 — 2,679 
Issuance of common stock related to Spyce milestone achievement242,722 — 4,709 — 4,709 

Issuance of common stock related to restricted shares524,848 — — — — 
Shares repurchased for employee tax withholding(9,745)— (259)— (259)
Stock-based compensation expense— — 18,221 — 18,221 

Balances at June 29, 2025118,197,505 $118 $1,346,735 $(923,555)$423,298 

Balances at December 28, 2025118,448,417 $118 $1,365,430 $(1,009,423)$356,125 
Net income (loss)— — — 99,539 99,539 
Exercise of stock options11,599 1 58 — 59 
Issuance of common stock related to Spyce milestone achievement242,722 — 1,604 — 1,604 

Issuance of common stock related to restricted shares331,327 — — — — 
Shares repurchased for employee tax withholding(296)— (688)— (688)
Stock-based compensation expense— — 10,982 — 10,982 

Balances at June 28, 2026119,033,769 $119 $1,377,386 $(909,884)$467,621 
 
The accompanying notes are an integral part of these condensed consolidated financial statements. 
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SWEETGREEN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)

Twenty-six weeks ended
June 28,
2026June 29,
2025
Cash flows from operating activities:
Net income (loss) 
$99,539 $(48,197)
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization
37,386 35,102 
Amortization of lease acquisition
47 46 

Amortization of cloud computing arrangements565 495 
Non-cash operating lease cost18,711 17,064 
Loss on disposal of property and equipment
738 117 
Stock-based compensation
10,982 18,221 
Non-cash impairment and closure costs
1,693 5,325 
Non-cash restructuring charges455 443 
Deferred income tax expense360 180 
Change in fair value of contingent consideration liability
— (3,338)
Gain on disposal of business
(161,161)— 
Changes in operating assets and liabilities:

Accounts receivable
(544)(1,635)

Inventory
(489)(425)
Prepaid expenses and other current assets
(5,023)(249)
Operating lease liabilities(19,914)(22,378)
Accounts payable
(4,308)(188)
Accrued payroll and benefits
3,231 (5,074)
Accrued expenses and other current liabilities
5,261 2,265 
Gift card and loyalty liability
408 1,859 
Contingent consideration liability(5,396)(2,290)
Other non-current liabilities(146)(8)

Net cash used in operating activities
(17,605)(2,665)
Cash flows from investing activities:

Purchase of property and equipment(22,522)(40,333)
Purchase of intangible assets
(3,832)(4,300)

Security and landlord deposits
34 100 
Proceeds from disposal of business
100,000 — 
Net cash provided by (used in) investing activities
73,680 (44,533)
Cash flows from financing activities:

Proceeds from stock option exercise
59 2,679 

Payment associated to shares repurchased for tax withholding(688)(259)
Net cash (used in) provided by financing activities
(629)2,420 
Net change in cash and cash equivalents and restricted cash
55,446 (44,778)
Cash and cash equivalents and restricted cash—beginning of year
93,343 217,429 
Cash and cash equivalents and restricted cash—end of period
$148,789 $172,651 
Supplemental disclosure of cash flow information

Cash paid for interest
$90 $5 
Non-cash investing and financing activities
Purchase of property and equipment accrued in accounts payable and accrued expenses
$8,649 $11,049 

Series C Preferred Stock of Wonder Group, Inc. as partial consideration for the Spyce sale
$86,429 $— 

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

(dollar amounts in thousands)
As of June 28,
2026As of December 28,
2025
Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents$142,631 $89,177 
Restricted cash, noncurrent
6,1584,166 
Total cash, cash equivalents and restricted cash shown on statements of cash flows
$148,789$93,343

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.

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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:

Thirteen weeks endedTwenty-six weeks ended
(dollar amounts in thousands)
June 28,
2026 June 29,
2025June 28,
2026 June 29,
2025
Owned Digital Channels$74,821 $62,053 $137,648 $115,037 
In-Store Channel (Non-Digital component)
64,946 72,823 117,907 139,529 
Marketplace Channel52,895 50,707 98,628 97,321 
Total Revenue$192,662 $185,583 $354,183$351,887

Gift Cards

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

(dollar amounts in thousands)
As of June 28,
2026As of December 28,
2025
Gift Card Liability$3,569$3,649

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:

Thirteen weeks endedTwenty-six weeks ended
(dollar amounts in thousands)
June 28,
2026 June 29,
2025June 28,
2026 June 29,
2025
Revenue recognized from gift card liability balance at the beginning of the year$142$139$516$550

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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:

Thirteen weeks endedTwenty-six weeks ended
(dollar amounts in thousands)
June 28,
2026 June 29,
2025June 28,
2026June 29,
2025
SG Rewards liability, beginning balance
$3,623$—$3,528$—
Revenue deferred
5,7914,46910,1264,469
Revenue recognized
(5,398)(3,244)(9,638)(3,244)
SG Rewards liability, ending balance
$4,016$1,225$4,016$1,225

3.FAIR VALUE

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

Fair Value Measurements as of June 28, 2026Fair Value Measurements as of December 28, 2025
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
(dollar amounts in thousands)
Contingent consideration$— $— $— $— $7,000 $— $— $7,000 

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-
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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.

(dollar amounts in thousands)
Contingent Consideration
Balance—December 28, 2025$7,000 
Milestone payment(7,000)
Balance—June 28, 2026$— 

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.

Carrying Value at June 28, 2026
Thirteen weeks ended June 28, 2026Twenty-six weeks ended June 28, 2026
TotalLevel 1Level 2Level 3Impairment Losses
(dollar amounts in thousands)
Property and equipment, net$390 $— $— $390 $1,874 $1,874 
Operating lease assets609 — — 609 401 401 

Carrying Value at June 29, 2025
Thirteen weeks ended June 29, 2025Twenty-six weeks ended June 29, 2025
TotalLevel 1Level 2Level 3Impairment Losses
(dollar amounts in thousands)
Property and equipment, net$— $— $— $— $3,684 $3,684 
Operating lease assets2,697 — — 2,697 1,594 1,594 

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 
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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:

(dollar amounts in thousands)
As of June 28,
2026As of December 28,
2025
Leasehold improvements
$359,820$347,023
Kitchen equipment
142,569136,136
Furniture and fixtures
52,28150,072
Computers and other equipment
51,53249,541
Assets not yet placed in service
24,98236,691
Total property and equipment
631,184619,463
Less: accumulated depreciation
(319,966)(292,560)
Property and equipment, net
$311,218$326,903

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:

(dollar amounts in thousands)
As of June 28,
2026As of December 28,
2025
Internal use software$55,504 $52,524 

Accumulated amortization(45,582)(42,100)
Intangible assets, net
$9,922$10,424

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.

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Estimated future amortization of internal use software is as follows: