FAIR VALUE

12 Months Ended

Dec. 25, 2022

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


			Fair Value Measurements as of December 25, 2022								Fair Value Measurements as of December 26, 2021
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
(dollar amounts in thousands)
Contingent consideration	$	21,296	—		—		21,296		$	20,477	—		—		20,477

Total	$	21,296	$	—	$	—	$	21,296	$	20,477	$	—	$	—	$	20,477

The fair value of the contingent consideration was determined based on significant inputs not observable in the market.

Contingent Consideration

In connection with the acquisition of Spyce, the former equityholders of Spyce may receive 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 IPO (the “Reference Price”), contingent on the achievement of certain performance milestones between the closing date of the acquisition and June 30, 2026. See Note 6. Additionally, the former equityholders of Spyce may receive true-up payments in cash as follows: if (i) as of the second anniversary of the closing date of the acquisition, the 30-Day Volume-Weighted Average Price of the Company’s Class A common stock (“VWAP Price”) is less than the Reference Price, then the Company shall pay to each former equityholder of Spyce the delta between the Reference Price and the VWAP Price for the upfront portion of the purchase price and (ii) as of the date of the achievement of any of the three milestones, the VWAP Price as of such milestone achievement date is less than the Reference Price, then the Company shall pay to each former equityholder of Spyce the delta between the Reference Price and the VWAP Price for the contingent consideration associated with such milestone. The contingent consideration 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 of milestone targets required for issuance of shares under the contingent consideration will be achieved.

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 26, 2021	$	20,477


Change in fair value	819

Balance—December 25, 2022	$	21,296

The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020 reflecting certain property and equipment and operating leases for which an impairment loss was recognized during the corresponding periods within impairment and closure costs and restructuring charges within the consolidated statement of operations. The Company recorded non-cash impairment charges of $15.0 million during the fiscal year ended December 25, 2022, of which $8.8 million was related to property and equipment and $6.2 million was related to operating lease assets. Of the $8.8 million of property and equipment impairment, $6.8 million was associated with our vacated sweetgreen Support Center and was recorded in restructuring charges within the consolidated statement of operations, and $2.0 million was associated with certain store locations and was recorded in impairment and closure costs within the consolidated statement of operations. Of the $6.2 million of operating lease impairment, $5.8 million was associated with our vacated sweetgreen Support Center and was recorded in restructuring charges within the consolidated statement of operations, and $0.4 million was associated with certain store locations and was recorded in impairment and closure costs within the

consolidated statement of operations. Of the $15.0 million total non-cash impairment expense, $12.6 million was included within restructuring charges and $2.4 million was included within impairment and closure costs within the consolidated statement of operations.


			Fair Value Measurements at December 25, 2022						Fiscal Year Ended December 25, 2022
	Total		Level 1		Level 2		Level 3		Impairment Losses
(dollar amounts in thousands)
Certain property and equipment, net	$	—	$	—	$	—	$	—	$	8,821
Operating lease assets	$	10,744	$	—	$	—	$	10,744	$	6,228


			Fair Value Measurements at December 26, 2021						Fiscal Year Ended December 26, 2021
	Total		Level 1		Level 2		Level 3		Impairment Losses
(dollar amounts in thousands)
Certain property and equipment, net	$	—	$	—	$	—	$	—	$	4,415


			Fair Value Measurements at December 27, 2020						Fiscal Year Ended December 27, 2020
	Total		Level 1		Level 2		Level 3		Impairment Losses
(dollar amounts in thousands)
Certain property and equipment, net	$	—	$	—	$	—	$	2,619	$	1,456

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 we are closing the restaurant. For the operating lease assets fair value estimate as of December 25, 2022, the Company estimated the sublease income through early fiscal 2032 and discounted such cash flows using a property specific discount rate of approximately nine percent.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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