CAVA Group (CAVA) accounting chief records mandatory RSU tax share sales

Rhea-AI Filing Summary

CAVA Group, Inc. Chief Accounting Officer Adam David Phillips reported two small sales of common stock that were made solely to cover taxes on vesting restricted stock units. On January 27, 2026, he sold 512 shares at a weighted average price of $61.96 and 262 shares at a weighted average price of $62.50.

These transactions were mandated under CAVA’s equity incentive plans as automatic “sell to cover” trades, rather than discretionary sales. After these transactions, Phillips beneficially owned 10,435 shares of CAVA common stock, which the filing notes includes unvested RSUs.

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

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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^*

Phillips Adam David

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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	01/27/2026		S(1)		512	D	$61.96(2)	10,697(3)	D
Common Stock	01/27/2026		S(1)		262	D	$62.5(4)	10,435(3)	D

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. The sales reported on this Form 4 represent shares of Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

2. The price reported in column 4 represents the weighted average price of 31,092 shares of Common Stock sold by the broker on behalf of employees of the Issuer as a result of mandatory sell to cover transactions associated with the vesting of RSUs. These shares were sold in multiple transactions at prices ranging from $61.40 to $62.39, inclusive. The proceeds of all such sales were allocated to the employees, including the Reporting Person, on a pro rata basis. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

3. Includes unvested RSUs.

4. The price reported in column 4 represents the weighted average price of 15,886 shares of Common Stock sold by the broker on behalf of employees of the Issuer as a result of mandatory sell to cover transactions associated with the vesting of RSUs. These shares were sold in multiple transactions at prices ranging from $62.40 to $62.72, inclusive. The proceeds of all such sales were allocated to the employees, including the Reporting Person, on a pro rata basis. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.

Remarks:

	/s/ Amit Patel, as Attorney-in-Fact	01/29/2026
	** 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 insider transaction did CAVA (CAVA) report for Adam David Phillips?

CAVA’s Chief Accounting Officer Adam David Phillips reported mandatory sales of common stock to cover tax withholding on RSU vesting. On January 27, 2026, he sold 512 shares and 262 shares in two transactions under the company’s equity incentive plan.

Were Adam David Phillips’ CAVA stock sales discretionary trades?

No. The filing states the sales were required to cover tax withholding obligations tied to restricted stock unit vesting. They were executed under CAVA’s equity incentive plans as automatic “sell to cover” transactions, rather than discretionary trading decisions by the reporting officer.

At what prices were the CAVA shares sold in Adam David Phillips’ Form 4?

Phillips’ mandatory tax-withholding sales occurred at weighted average prices. One block of 512 shares was sold at $61.96 per share, and another 262 shares at $62.50 per share, based on multiple trades within stated intraday price ranges.

How many CAVA shares does Adam David Phillips own after the reported transactions?

After the January 27, 2026 sell-to-cover transactions, Adam David Phillips beneficially owned 10,435 shares of CAVA Group common stock. The filing notes this total includes unvested restricted stock units, reflecting both vested and unvested equity interests.

Why were multiple employees involved in the CAVA sell-to-cover transactions?

The filing explains that the broker sold shares on behalf of multiple CAVA employees to fund tax withholding on RSU vesting. Shares were sold in aggregate blocks, and proceeds from these mandatory sell-to-cover trades were allocated to participating employees, including Phillips, on a pro rata basis.

What does the weighted average price disclosure mean in this CAVA Form 4?

Weighted average price indicates shares were sold in many small trades within a price range. For one block, 31,092 shares were sold between $61.40 and $62.39, and for another, 15,886 shares between $62.40 and $62.72, with proceeds allocated pro rata to employees.