CAVA Form 4: Director moves 16,000 shares into TX 2025 Irrevocable Trust

Rhea-AI Filing Summary

Cava Group insider transfer of 16,000 shares to a family trust The reporting person, Theodoros Xenohristos, who is both a director and Chief Concept Officer of CAVA GROUP, INC. (CAVA), reported on Form 4 that on September 18, 2025 he transferred 16,000 shares of common stock to the "TX 2025 Irrevocable Exempt Trust" dated September 10, 2025, for no consideration. After the transaction he beneficially owned 334,209 shares (which includes unvested restricted stock units) and the trust directly holds 16,000 shares. The filer disclaims beneficial ownership of the trust holdings except to the extent of any pecuniary interest.

Positive

• Transaction disclosed promptly on Form 4, providing transparency to investors
• Beneficial ownership total disclosed (334,209 shares, including unvested RSUs) giving clear ownership context

Negative

• Direct holdings decreased by 16,000 shares following the transfer to the trust

Insights

Corporate Governance Expert

TL;DR: A director transferred 16,000 CAVA shares into a family trust for estate planning/holding; filing is routine and non-material to company operations.

The Form 4 discloses a voluntary transfer of equity to an irrevocable family trust for no consideration, with spouse as trustee and beneficiaries limited to spouse and descendants. Such transfers commonly reflect personal estate planning and do not change company capital structure or imply corporate actions. The reporting person still beneficially owns 334,209 shares including unvested RSUs, and the disclosure includes the required disclaimer of beneficial ownership regarding the trust. This is a routine Section 16 disclosure with low investor impact.

Securities Compliance Analyst

TL;DR: Transaction follows Section 16 reporting norms; transfer to trust reported properly and includes required clarifying remarks.

The filing shows a Code G transfer (gift or transfer to trust) of 16,000 common shares on 09/18/2025 and reports ownership totals post-transaction. The remarks clarify inclusion of unvested restricted stock units in the beneficial ownership figure and include the standard disclaimer about indirect beneficial ownership. From a disclosure and compliance standpoint, the Form 4 appears complete and meets the applicable reporting requirements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Xenohristos Theodoros

(Last) (First) (Middle)

C/O CAVA GROUP, INC.

14 RIDGE SQUARE NW, SUITE 500

(Street)

WASHINGTON DC 20016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Concept Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2025		G(1)		16,000	D	$0	334,209(2)	D
Common Stock	09/18/2025		G(1)		16,000	A	$0	16,000	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On September 18, 2025, the reporting person transferred 16,000 shares of Issuer's common stock to the TX 2025 Irrevocable Exempt Trust dated September 10, 2025, for no consideration. The reporting person's spouse is a trustee of the trust, and the reporting person's spouse and descendants are the sole beneficiaries of the trust.

2. Includes unvested restricted stock units.

Remarks:

The reporting person states that this filing shall not be an admission that the reporting person is the beneficial owner of any of the securities reported herein as indirectly owned, and the reporting person disclaims beneficial ownership of such securities except to the extent of the reporting person's pecuniary interest therein.

	/s/ Kenneth Robert Bertram, as Attorney-in-Fact	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CAVA insider Theodoros Xenohristos report on Form 4?

The reporting person reported a transfer of 16,000 shares of CAVA common stock to the "TX 2025 Irrevocable Exempt Trust" on 09/18/2025 for no consideration.

How many CAVA shares does the reporting person beneficially own after the transaction?

The reporting person beneficially owns 334,209 shares following the reported transaction; this total includes unvested restricted stock units.

Who are the beneficiaries or trustees of the trust that received the shares?

The filing states the reporting person's spouse is a trustee of the trust, and the reporting person's spouse and descendants are the sole beneficiaries.

Was any money exchanged for the 16,000 shares transferred to the trust?

No; the filing states the transfer of 16,000 shares to the trust was for no consideration.

Does the reporting person admit beneficial ownership of the trust-held shares?

No; the filing includes a disclaimer that the reporting person does not admit beneficial ownership of securities indirectly owned by the trust except to the extent of any pecuniary interest.