SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Disclose 8.0% Stake in Sweetgreen Inc. Class A Common Stock
Beneficial Ownership Report (Schedule 13G Amendment)
FMR LLC and its affiliate Abigail P. Johnson have filed an Amendment No. 7 to Schedule 13G, disclosing a beneficial ownership of 8.0% of Sweetgreen Inc.'s Class A Common Stock as of May 30, 2025.
Summary
- FMR LLC and Abigail P. Johnson, as reporting persons, collectively beneficially own 8,457,667.19 shares of Sweetgreen Inc.'s Class A Common Stock.
- This aggregate amount represents 8.0% of the outstanding Class A Common Stock of Sweetgreen Inc.
- FMR LLC holds sole voting power over 7,697,866.45 shares and sole dispositive power over 8,457,667.19 shares.
- Abigail P. Johnson holds sole dispositive power over 8,457,667.19 shares, with no sole or shared voting power.
- The filing is an Amendment No. 7 to Schedule 13G, indicating a change in previously reported beneficial ownership.
- FMR LLC is classified as a parent holding company or control person, while Abigail P. Johnson is classified as an individual.
- Several FMR LLC subsidiaries and affiliates, including FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, Fidelity Management Trust Company, and Strategic Advisers LLC, are involved in the beneficial ownership.
- Fidelity Management & Research Company LLC is noted as beneficially owning 5% or greater of the outstanding shares.
- Members of the Johnson family, including Abigail P. Johnson, are predominant owners of Series B voting common shares of FMR LLC, representing 49% of the voting power, and may be deemed a controlling group.
- The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Sweetgreen Inc.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership and does not convey positive or negative sentiment regarding the company's performance or prospects. It is a neutral regulatory filing.
Positives
- NA
Negatives
- NA
Risks
- The document does not detail specific risks related to Sweetgreen Inc.'s operations or financial health, as it is a beneficial ownership disclosure. However, it notes that members of the Johnson family, through their ownership and voting agreement, may be deemed to form a controlling group with respect to FMR LLC, which could imply concentration of control within the reporting entity.
Future Outlook
This Schedule 13G filing is a disclosure of beneficial ownership and does not contain any forward-looking statements or guidance regarding Sweetgreen Inc.'s future performance or outlook.
Management Comments
- "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11."
Industry Context
This filing reflects a significant institutional ownership stake in Sweetgreen Inc., a publicly traded company in the fast-casual restaurant or healthy food sector. Such disclosures are routine for large investment firms and indicate their positions in various companies, but this specific document does not provide broader industry trends or competitive analysis.
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director, Chairman, and Chief Executive Officer of FMR LLC | NA | Abigail P. Johnson | NA | Abigail P. Johnson's role is stated as existing, not a change. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure Disclosure | Disclosure of the Johnson family's predominant ownership (49% voting power) of FMR LLC's Series B voting common shares and a shareholders' voting agreement, which may deem them a controlling group under the Investment Company Act of 1940. | NA | This clarifies the control structure within the reporting entity (FMR LLC) and its potential influence over investment decisions, but does not indicate changes to Sweetgreen Inc.'s corporate governance. |
Legal Proceedings
- NA
Related Party Transactions
- The filing indicates that Abigail P. Johnson, a reporting person, is a Director, Chairman, and CEO of FMR LLC, the other reporting person. Additionally, members of the Johnson family, including Abigail P. Johnson, are predominant owners of FMR LLC, suggesting an internal relationship between the reporting entities.
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional investor's stake in Sweetgreen Inc., which can influence market perception and liquidity.
- Investment Professionals: Offers data points for tracking institutional ownership and potential investment strategies of major firms like FMR LLC.
Next Steps
- NA
Key Dates
| Date | Description |
|---|---|
| 2023-01-03 | Effective date of Power of Attorney for FMR LLC and its direct and indirect subsidiaries, incorporated by reference. |
| 2023-01-26 | Effective date of Power of Attorney for Abigail P. Johnson, incorporated by reference. |
| 2025-05-30 | Date of event which requires filing of this statement (measurement date for beneficial ownership). |
| 2025-06-05 | Date of signing and filing of the Schedule 13G Amendment No. 7. |
Keywords
Sweetgreen Inc., FMR LLC, Abigail P. Johnson, Schedule 13G, Beneficial Ownership, Class A Common Stock, SEC Filing, Institutional Ownership, Investment Management, Shareholder Disclosure
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