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Unaudited Pro Forma Condensed Consolidated Financial Information
Overview

On December 29, 2025 (the “Closing Date”), Sweetgreen, Inc. (the “Company” or “Sweetgreen”), completed the previously announced merger and asset sale contemplated by that certain Agreement and Plan of Merger and Asset Purchase, dated November 5, 2025 (the “Agreement”), by and among Wonder Group, Inc., a Delaware corporation (“Wonder”), certain direct wholly owned subsidiaries of Wonder, and Spyce Food, Co., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Spyce”), pursuant to which the Company and certain of its subsidiaries sold certain assets related to the kitchen automation technology known as the “Infinite Kitchen” and certain other assets related to the kitchen automation technology business (the “Spyce Business”) (the “Spyce Sale”). On the Closing Date, as consideration for the Spyce Sale, Wonder paid to the Company $100.0 million in cash and issued to the Company shares of Series C Preferred Stock of Wonder with an implied value of $86.4 million. On the Closing Date, the Company, Wonder, and a direct wholly owned subsidiary of Wonder entered into (1) a Supply and Services Agreement (“Supply Agreement”), pursuant to which Wonder and such subsidiary agreed to sell Infinite Kitchen units 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, whereby Wonder and such subsidiary of Wonder granted, among other things, a non-exclusive license back to the Company under the Spyce Business technology subject to certain terms and restrictions, and a royalty-bearing license to manufacture and dispose of the products previously sold to the Company under the Supply Agreement in the event of certain trigger events (e.g., uncured material breach by Wonder resulting in termination of the Supply Agreement).
The Spyce Sale does not meet the criteria requiring the presentation of the Spyce Business as a discontinued operation in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and is considered a disposition of a significant business under Item 2.01 of Form 8-K. To facilitate the Spyce Sale, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed consolidated financial information is prepared based upon available information and does not include all of the information and note disclosures required by U.S. GAAP. The accompanying unaudited pro forma condensed consolidated balance sheet as of September 28, 2025 has been prepared giving effect to the Spyce Sale as if it had occurred on September 28, 2025, the end of the most recent period for which a balance sheet is required. The accompanying unaudited pro forma condensed consolidated statements of operations for the year ended December 29, 2024, and thirty-nine weeks ended September 28, 2025 give effect to the Spyce Sale as if it had occurred on January 1, 2024.
The unaudited pro forma condensed consolidated financial information is provided for illustrative informational purposes only and has been derived from the historical consolidated financial statements of the Company and is presented based on available information and certain assumptions that the Company believes are reasonable and that are described in the accompanying notes. Differences between these preliminary estimates and the final divestiture accounting may arise, and these differences could have a material effect on the unaudited pro forma condensed consolidated financial information and the Company’s future results of operations and financial position. The unaudited pro forma condensed consolidated financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the Spyce Sale been completed as of the dates indicated or that may be achieved in the future.
The accompanying unaudited pro forma condensed consolidated financial statements should be read together with:
• The accompanying notes to the unaudited pro forma condensed consolidated financial statements;
•The Company’s historical condensed consolidated financial statements and the accompanying notes included in the Quarterly Report on Form 10-Q as of and for the thirty-nine weeks ended September 28, 2025, filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2025; and
•The Company’s audited historical consolidated financial statements and the accompanying notes included in the Annual Report on Form 10-K as of and for the fiscal year ended December 29, 2024, filed with the SEC on February 27, 2025.



Sweetgreen, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 28, 2025
(In thousands)
As of September 28, 2025As of September 28, 2025
Sweetgreen (Historical)Transaction Accounting AdjustmentsSweetgreen (Pro forma)
ASSETS
Current assets:
Cash and cash equivalents$129,972 $100,000 2B$222,110 
(2,315)2C
(500)2D
(5,047)2G
Accounts receivable6,805 — 6,805 
Inventory 2,435 — 2,435 
Prepaid expenses 7,030 (77)2A6,953 
Current portion of lease acquisition costs93 — 93 
Other current assets3,348 (212)2A3,136 
Total current assets149,683 91,849 241,532 
Operating lease assets286,871 (611)2A286,260 
Property and equipment, net321,436 (5,289)2A316,147 
Goodwill35,970 (7,093)2A28,877 
Intangible assets, net21,594 (11,074)2A10,520 
Security deposits1,348 (50)2A1,298 
Lease acquisition costs, net264 — 264 
Restricted cash4,135 — 4,135 
Other assets3,469 86,418 2B89,887 
Total assets$824,770 $154,150 $978,920 
LIABILITIES, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of operating lease liabilities$41,671 $(431)2A$41,240 
Accounts payable19,018 — 19,018 
Accrued expenses33,256 — 33,256 
Accrued payroll8,198 (105)2A8,093 
Gift cards and loyalty liability7,864 — 7,864 
Other current liabilities5,942 1,000 2E1,034 
(5,908)2G
Total current liabilities 115,949 (5,444)110,505 
Operating lease liabilities, net of current portion314,737 (755)2A313,982 
Contingent consideration liability— — — 
Other non-current liabilities157 — 157 
Deferred income tax liabilities631 — 631 
Total liabilities431,474 (6,199)425,275 
Stockholders’ equity:
Common stock118 — 118 
Additional paid-in capital 1,352,879 430 2F1,355,262 
1,953 2G
Accumulated deficit (959,701)(500)2D(801,735)
(430)2F
(1,092)2G
163,303 2H
(2,315)2C, 2H
(1,000)2E, 2H
Total stockholders’ equity 393,296 160,349 553,645 
Total liabilities and stockholders’ equity $824,770 $154,150 $978,920 


Sweetgreen, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the thirty-nine weeks ended September 28, 2025
(In thousands, except share and per share amounts)

For the thirty-nine weeks ended September 28, 2025For the thirty-nine weeks ended September 28, 2025
Sweetgreen (Historical)Transaction Accounting AdjustmentsSweetgreen (Pro forma)
Revenue
$524,280 $— $524,280 
Restaurant operating costs (exclusive of depreciation and amortization presented separately below):
Food, beverage, and packaging
148,330 — 148,330 
Labor and related expenses
149,272 — 149,272 
Occupancy and related expenses
48,669 — 48,669 
Other restaurant operating costs
90,683 — 90,683 
Total restaurant operating costs
436,954 — 436,954 
Operating expenses:
General and administrative103,742 (7,199)3A97,118 
575 3B
Depreciation and amortization
53,406 (3,571)3A49,835 
Pre-opening costs
7,019 — 7,019 
Impairment and closure costs10,008 — 10,008 
Loss on disposal of property and equipment
1,226 — 1,226 
Restructuring charges3,159 — 3,159 
Total operating expenses
178,560 (10,195)168,365 
Loss from operations
(91,234)10,195 (81,039)
Interest income
(5,126)— (5,126)
Interest expense
12 — 12 
Other expense (income)
(2,047)2,066 3G19 
Net loss before income taxes
(84,073)8,129 (75,944)
Income tax expense
270 — 3H270 
Net loss
$(84,343)$8,129 $(76,214)
Net loss per share:
Basic$(0.72)
Diluted$(0.72)
Weighted average number of shares outstanding:
Basic117,804,955 
Diluted117,804,955 
Pro forma net loss per share:
Basic$(0.65)
Diluted$(0.65)
Pro forma weighted average number of shares outstanding:
Basic118,054,955 
Diluted118,054,955 




Sweetgreen, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 29, 2024
(In thousands, except share and per share amounts)

For the year ended December 29, 2024For the year ended December 29, 2024
Sweetgreen (Historical)Transaction Accounting AdjustmentsSweetgreen (Pro forma)
Revenue
$676,826 $— $676,826 
Restaurant operating costs (exclusive of depreciation and amortization presented separately below):
Food, beverage, and packaging
185,367 — 185,367 
Labor and related expenses
188,867 — 188,867 
Occupancy and related expenses
59,536 — 59,536 
Other restaurant operating costs
110,107 — 110,107 
Total restaurant operating costs
543,877 — 543,877 
Operating expenses:
General and administrative149,942 (9,217)3A142,695 
1,040 3B
500 3E
430 3F
Depreciation and amortization
67,346 (4,338)3A63,008 
Pre-opening costs
6,616 — 6,616 
Impairment and closure costs2,218 — 2,218 
Loss on disposal of property and equipment
255 — 255 
Restructuring charges2,276 — 2,276 
Total operating expenses
228,653 (11,585)217,068 
Loss from operations
(95,704)11,585 (84,119)
Interest income
(10,942)— (10,942)
Interest expense
256 — 256 
Other expense (income)
6,656 (163,303)3D(158,864)
2,315 3C
1,000 3E
(5,532)3G
Net (loss) income before income taxes
(91,674)177,105 85,431 
Income tax expense
(1,301)— 3H(1,301)
Net (loss) income
$(90,373)$177,105 $86,732 
Net loss per share:
Basic$(0.79)
Diluted$(0.79)
Weighted average number of shares outstanding:
Basic114,321,672 
Diluted114,321,672 
Pro forma earnings per share:
Basic$0.76 
Diluted$0.70 
Pro forma weighted average number of shares outstanding:
Basic114,571,672 
Diluted123,503,507 


Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

1.Basis of Pro Forma Presentation

The unaudited pro forma condensed consolidated financial statements are prepared in accordance with Article 11 of the Securities and Exchange Commission (the “SEC”) Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon and derived from information and assumptions available at the time of filing the Current Report on Form 8-K to which these financial statements and related notes are attached as an exhibit.
The unaudited pro forma condensed consolidated financial information is based on financial statements prepared in accordance with U.S. GAAP, which are subject to change and interpretation. The unaudited pro forma condensed consolidated financial statements were based on and derived from our historical consolidated financial statements, adjusted for certain transaction accounting adjustments. The unaudited pro forma condensed consolidated financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Spyce Sale.
The unaudited pro forma condensed consolidated financial information is based upon available information and assumptions that management considers to be reasonable, and such assumptions have been made solely for purposes of developing such unaudited pro forma condensed consolidated financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the financial position or statements of operations results would have actually been had the Spyce Sale occurred on the dates indicated. In addition, these unaudited pro forma consolidated financial statements should not be considered to be indicative of our future consolidated financial performance and statement of operations results.

2.Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet

The following is a description of the pro forma accounting adjustments reflected in the unaudited pro forma condensed consolidated balance sheet:

(A)Reflects the removal of historical assets and liabilities associated with Spyce as part of the Spyce Sale. Given detailed forecasts were unavailable prior to the Closing Date, the Company used high-level estimation procedures to allocate goodwill between Spyce and the Company. The Spyce Sale price reflects a controlling interest and therefore already incorporates a control premium. To ensure comparability, the Company applied a control premium derived from similar transaction benchmarks to the Company’s enterprise value as of the Closing Date. The Company then calculated the ratio of the Spyce Sale price to the Company’s enterprise value (inclusive of the control premium) and applied this ratio to the total goodwill recorded by the Company, thereby allocating goodwill between Spyce and the Company.

(B)Reflects cash and equity consideration received for the Spyce Sale, which includes $100.0 million of cash and $86.4 million of Series C Preferred Stock of Wonder.

(C)Reflects the payment of $2.3 million in transaction costs incurred in connection with the Spyce Sale.

(D)Reflects the one-time $0.5 million payment of the retention bonus to a key Spyce employee for their employment with the Company through the Closing Date.

(E)Reflects a $1.0 million contingent consideration liability for the retention bonuses payable to a key Spyce employee which is contingent on their employment with Wonder after the Closing Date. The contingent consideration liability is recorded at its fair value.

(F)Reflects a $0.4 million change in fair value of the equity awards held by Spyce employees. The change in fair value is driven by the Spyce Sale, which triggered the acceleration of unvested equity awards and the extension of the exercise period for vested equity awards.

(G)Reflects a $1.1 million change in fair value of the third and final milestone payment related to the contingent consideration in connection with the Company’s acquisition of Spyce in 2021. As a result of the Spyce Sale, the third milestone was achieved, which resulted in the former equity holders of Spyce being eligible to receive $7.0 million and which was paid on the Closing Date. Of this $7.0 million, $5.0 million was paid in cash, and $2.0 million was issued in the form of Class A common stock to the former equity holders of Spyce.



(H)Reflects the $160.0 million gain recognized from the Spyce Sale.

(in thousands)Spyce Business
Prepaid expenses$77 
Other current assets212
Property and equipment, net5,289
Intangible assets, net11,074
Security deposits50
Operating lease assets611
Goodwill7,093
Total assets24,406
Accrued payroll105
Current portion of operating lease liabilities431
Operating lease liabilities, net of current portion755
Total liabilities1,291
Net assets disposed (a)23,115
Consideration received (b)186,418
Gain on disposal before certain adjustments (b) - (a)163,303
Transaction costs (c)2,315
Contingent consideration liability (d)1,000
Gain on disposal (b) - (a) - (c)- (d)$159,988 

3.Adjustments to the Unaudited Pro Forma Condensed Consolidated Statements of Operations

The following is a description of the pro forma accounting adjustments reflected in the unaudited pro forma condensed consolidated statements of operations:

(A)Reflects the reduction of General and administrative and Depreciation and amortization expenses associated with the Spyce Business for the periods presented.

(B)Reflects the costs for the commissioning services, support and maintenance services, and dedicated team services that Wonder shall provide as outlined in the Supply Agreement.

(C)Reflects the transaction costs incurred in connection with the Spyce Sale. This is a nonrecurring item.

(D)Reflects the gain recognized from the Spyce Sale before giving effect to adjustments 2(E) and 3(C). This is a nonrecurring item.

(E)Reflects the retention bonus paid in connection with the Spyce Sale. This is a nonrecurring item.

(F)Reflects the compensation expense related to the acceleration of unvested equity awards and the extension of the exercise period for vested equity awards as a result of the Spyce Sale. This is a nonrecurring item.

(G)Reflects the change in fair value of the contingent consideration for the third and final milestone that was achieved as a result of the Spyce Sale, as well as the reversal of historical fair value adjustments recognized in the periods presented.

(H)Reflects the estimated income tax impact related to the pro forma adjustments. Tax-related adjustments are based upon the statutory tax rate in the jurisdiction in which the adjustment was or will be incurred. For purposes of presenting the unaudited pro forma condensed consolidated financial information, the Company assumes that the federal and state income taxes will not be significant as the Company has federal net operating losses that are expected to fully offset federal taxable income, and state net operating losses to offset the majority of state tax liabilities. As such, no income tax (expense) benefit has been reflected in the transaction accounting adjustments. The Company is still assessing the tax impact of the Spyce Sale, and the final number presented in the Company’s subsequent financial reports may be materially different from the results presented in the unaudited pro forma condensed consolidated financial information.

4.Unaudited Pro Forma Earnings (Loss) per Share



Pro forma earnings (loss) per share (“EPS”) information is based upon the expected total number of shares outstanding at the close of the Spyce Sale. As the Spyce Sale is being reflected as if it occurred on January 1, 2024 for the unaudited pro forma condensed consolidated statements of operations, the calculation of weighted average shares outstanding (“WASO”) for basic and diluted EPS assumes that the shares issuable relating to the Spyce Sale have been outstanding for the entire periods presented:

For the thirty-nine weeks ended September 28, 2025For the year ended December 29, 2024
Pro forma net (loss) income attributed to common stockholders - Basic
(76,214,000)86,732,257 
Pro forma net (loss) income attributed to common stockholders - Diluted
(76,214,000)86,732,257 
Weighted Average Common Stock Outstanding - Basic118,054,955 4A114,571,672 4A
Effect of dilutive securities:
Stock Options— 7,999,709 4B
Restricted Stock Units (RSU)— 622,041 4C
Performance Stock Units (PSU)— 310,085 4D
Weighted Average Common Stock Outstanding - Diluted118,054,955 123,503,507 
Net (loss) earnings per share - Basic
$(0.65)$0.76 
Net (loss) earnings per share - Diluted
$(0.65)$0.70 

(A)For the purposes of pro forma EPS, the third milestone is assumed to be settled on January 1, 2024. As such, any shares expected to be issued as part of the Spyce Sale will be included in the WASO for basic EPS on January 1, 2024.

(B)If the options are in-the-money (i.e. the average market price of the common stock for the period exceeds the assumed proceeds (exercise price plus average unrecognized compensation cost)), apply the treasury stock method adjusted for the period of time the options are outstanding, if the impact is dilutive. Exercise is assumed at the beginning of the period or the time of issuance, if later.

(C)The treasury stock method is applied to determine the dilutive impact of unvested restricted stock units (“RSUs”).

(D)The treasury stock method is applied to determine the dilutive impact of unvested performance stock units (“PSUs”) if the performance conditions would be considered satisfied and if the performance period was the end of the pro forma reporting periods.