RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 29, 2022

Union Square Hospitality Group

The Chairman of the Board of Directors serves as the Chief Executive Officer of Union Square Hospitality Group, LLC. As a result, Union Square Hospitality Group, LLC and its subsidiaries, set forth below, are considered related parties.

Hudson Yards Sports and Entertainment

In fiscal 2011, Shake Shack entered into a Master License Agreement (as amended, "MLA") with Hudson Yards Sports and Entertainment LLC ("HYSE") to operate Shake Shack branded limited menu concession stands in sports and entertainment venues within the United States. In February 2019, the agreement was assigned to Hudson Yards Catering ("HYC"), the parent of HYSE. The agreement expires in January 2027 and includes five consecutive five-year renewal options at HYC's option. As consideration for these rights, HYC pays the Company a license fee based on a percentage of net food sales, as defined in the MLA. HYC also pays a percentage of profits on sales of branded beverages, as defined in the MLA.


		Thirteen Weeks Ended				Twenty-Six Weeks Ended
	Classification	June 29 2022		June 30 2021		June 29 2022		June 30 2021

Amounts received from HYC	Licensing revenue	$	118	$	58	$	222	$	58


	Classification	June 29 2022		December 29 2021

Amounts due from HYC	Accounts receivable, net	$	95	$	90

Madison Square Park Conservancy

The Chairman of the Board of Directors serves as a director of the Madison Square Park Conservancy ("MSP Conservancy"), with which Shake Shack has a license agreement and pays license fees to operate the Madison Square Park Shack. No amounts were due to MSP Conservancy as of both June 29, 2022 and December 29, 2021.


		Thirteen Weeks Ended				Twenty-Six Weeks Ended
	Classification	June 29 2022		June 30 2021		June 29 2022		June 30 2021
Amounts paid to MSP Conservancy	Occupancy and related expenses	$	256	$	216	$	476	$	431

Olo, Inc.

The Chairman of the Board of Directors serves as a director of Olo, Inc. (formerly known as "Mobo Systems, Inc."), a platform the Company uses in connection with its mobile ordering application.


		Thirteen Weeks Ended				Twenty-Six Weeks Ended
	Classification	June 29 2022		June 30 2021		June 29 2022		June 30 2021
Amounts paid to Olo, Inc.	Other operating expenses	$	72	$	63	$	206	$	210


	Classification	June 29 2022		December 29 2021
Amounts due to Olo, Inc.	Accounts payable	$	37	$	33

Block, Inc.

The Company's Chief Executive Officer is a member of the board of directors of Block, Inc. (formerly known as "Square, Inc."). The Company currently uses certain point-of-sale applications, payment processing services, hardware and other enterprise platform services in connection with its kiosk technology, sales for certain off-site events and the processing of a limited amount of sales at certain locations.


		Thirteen Weeks Ended				Twenty-Six Weeks Ended
	Classification	June 29 2022		June 30 2021		June 29 2022		June 30 2021
Amounts paid to Block, Inc.	Other operating expenses	$	1,035	$	754	$	1,860	$	1,216


	Classification	June 29 2022		December 29 2021
Amounts due to Block, Inc.	Accounts payable	$	52	$	52

USHG Acquisition Corp.

The Company's Chief Executive Officer has been appointed to the board of directors of USHG Acquisition Corp. in which the Company's Chairman of the Board of Directors serves as the chairman of the board of directors of USHG Acquisition Corp. USHG Acquisition Corp. is a newly organized blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. No amounts were paid to USHG Acquisition Corp. during the twenty-six weeks ended June 29, 2022 and June 30, 2021. No amounts were due to or due from USHG Acquisition Corp. as of both June 29, 2022 and December 29, 2021.

Tax Receivable Agreement

The Company entered into a Tax Receivable Agreement that provides for the payment by the Company of 85% of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of certain transactions. Refer to Note 10, Income Taxes, for additional information. No amounts were paid to members during the twenty-six weeks ended June 29, 2022 and June 30, 2021.


	Classification	June 29 2022		December 29 2021
Amounts due under the Tax Receivable Agreement	Other current liabilities Liabilities under Tax Receivable Agreement, net of current portion	$	234,862	$	234,045

Distributions to Members of SSE Holdings

Under the terms of the SSE Holdings LLC Agreement, SSE Holdings is obligated to make tax distributions to its members. No tax distributions were payable to non-controlling interest holders as of June 29, 2022 and December 29, 2021, respectively.


		Thirteen Weeks Ended				Twenty-Six Weeks Ended
	Classification	June 29 2022		June 30 2021		June 29 2022		June 30 2021
Amounts paid to non-controlling interest holders	Non-controlling interests	$	22	$	239	$	324	$	706