CAVA (CAVA) HR chief sells shares in mandatory tax sell-to-cover

Rhea-AI Filing Summary

CAVA Group Chief People Officer Kelly Costanza reported automatic sales of company stock tied to tax withholding on vested restricted stock units (RSUs). On January 27, 2026, she sold 1,130 shares at a weighted average of $61.96 and 577 shares at $62.50.

The filing explains these were mandatory “sell to cover” transactions under CAVA’s equity incentive plans, not discretionary trading decisions. After the sales, Costanza beneficially owns 119,139 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^*

Costanza Kelly

(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 People 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)		1,130	D	$61.96(2)	119,716(3)	D
Common Stock	01/27/2026		S(1)		577	D	$62.5(4)	119,139(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 share sale did CAVA (CAVA) report for Kelly Costanza?

CAVA reported that Chief People Officer Kelly Costanza sold 1,130 and 577 shares of common stock on January 27, 2026. The weighted average sale prices were $61.96 and $62.50 per share, respectively, to satisfy tax withholding on vested restricted stock units.

Were Kelly Costanza’s CAVA stock sales discretionary trades?

No. The filing states the sales were mandatory to cover tax withholding on vesting restricted stock units under CAVA’s equity incentive plans. The company elected a “sell to cover” approach, so these transactions do not represent discretionary trading decisions by Kelly Costanza.

How many CAVA shares does Kelly Costanza own after the reported sales?

After the January 27, 2026 transactions, Kelly Costanza beneficially owns 119,139 shares of CAVA common stock. The filing specifies that this figure includes unvested restricted stock units, reflecting both currently held shares and RSUs that have not yet fully vested.

Why were CAVA shares sold at weighted average prices in this Form 4?

The reported prices reflect weighted averages because a broker sold shares in multiple transactions for several employees. For one batch, 31,092 shares were sold between $61.40 and $62.39, and proceeds were allocated pro rata, including to Kelly Costanza, to fund mandatory tax withholding.

What triggered the mandatory sell-to-cover transactions for CAVA employees?

The transactions were triggered by the vesting of restricted stock units granted under CAVA’s equity incentive plans. To satisfy associated tax withholding obligations, the issuer elected to fund those taxes via broker-handled “sell to cover” stock sales rather than requiring employees to provide cash.

Does the CAVA Form 4 mention unvested RSUs for Kelly Costanza?

Yes. The filing notes that the total of 119,139 CAVA shares beneficially owned by Kelly Costanza includes unvested restricted stock units. This means her reported holdings combine currently owned common shares and RSUs that are still subject to future vesting conditions.