CAVA Insider Filing: Phillips’ Mandatory 739-Share Sale, Ownership at 11k+ Shares

Rhea-AI Filing Summary

Form 4 Overview – CAVA Group, Inc. (Ticker: CAVA)

Chief Accounting Officer Adam David Phillips filed a Form 4 disclosing two mandatory “sell-to-cover” transactions executed on 16 June 2025 to satisfy tax-withholding obligations arising from the vesting of restricted stock units (RSUs). Because the issuer’s equity incentive plan requires employees to cover payroll taxes via open-market sales, the trades are characterized as non-discretionary.

• Shares sold: 613 shares at a weighted-average price of $74.96 and 126 shares at a weighted-average price of $76.11, totaling 739 shares.
• Gross proceeds: Approximately $55,825 (weighted average).
• Remaining beneficial ownership: 11,063 CAVA common shares, which includes unvested RSUs.
• Transaction code: “S” (open-market sale) with explanatory footnote confirming compulsory nature.

The filing states that the broker executed aggregated sales for multiple employees, allocating proceeds pro rata. Price ranges were $74.58–$75.55 for the first block and $75.58–$76.52 for the second; detailed breakdowns are available upon SEC request.

Investor take-away: The sales are small (<1% of Mr. Phillips’s holdings) and mechanically tied to tax obligations rather than discretionary profit-taking. As such, the activity is generally viewed as neutral for valuation assessments and governance monitoring.

Insights

Financial Analyst

TL;DR – Small, tax-driven insider sale; neutral investment impact.

The 739-share disposition represents roughly 0.006% of CAVA’s 12 Jun 2025 float and under 1% of Phillips’s stake. Because the sale was mandated to settle payroll taxes on vested RSUs, it does not imply a change in management’s outlook. The residual 11,063 shares (incl. unvested RSUs) indicates continued exposure to future performance. From a trading perspective, the volume is immaterial and unlikely to pressure the stock. I classify the filing as routine housekeeping with no material implication for earnings, cash flow, or strategic trajectory.

Corporate Governance Expert

TL;DR – Governance-compliant sell-to-cover; insignificant but transparent.

The issuer’s preset Rule 10b5-1 compliant mechanism and clear footnote disclosure reduce any appearance of opportunistic trading. Mandatory sell-to-cover structures are considered best practice for minimizing insider-information risk. The Form 4 confirms adherence to Section 16 reporting timelines (filed 18 Jun 2025, two business days post-trade). There are no red flags regarding compliance or unusual timing. Therefore, the corporate-governance impact is neutral, and investors should not interpret the sale as a sentiment signal.

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
Estimated average burden
hours per response:			0.5

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)
06/16/2025

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	06/16/2025		S(1)		613	D	$74.96(2)	11,189(3)	D
Common Stock	06/16/2025		S(1)		126	D	$76.11(4)	11,063(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 65,026 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 $74.58 to $75.55, 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 13,402 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 $75.58 to $76.52, 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/ Kenneth Robert Bertram, as Attorney-in-Fact	06/18/2025
	** 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

Why did CAVA’s Chief Accounting Officer sell shares on 16 June 2025?

The 739 shares were sold automatically to cover tax-withholding obligations triggered by the vesting of RSUs, not by personal discretion.

How many CAVA shares does Adam David Phillips still own after the sale?

Following the transactions, he beneficially owns 11,063 common shares, which include unvested RSUs.

What prices were the CAVA shares sold at according to the Form 4?

Weighted-average prices were $74.96 for 613 shares and $76.11 for 126 shares, within the disclosed price ranges.

Is the insider sale considered material to CAVA investors?

Given the small volume (<1% of the insider’s holdings and immaterial versus public float) and its tax-driven nature, the impact is generally neutral.

Was the transaction executed under a Rule 10b5-1 plan?

Yes. The filing checks the box indicating the sale was made under a plan intended to satisfy Rule 10b5-1(c) affirmative defense conditions.

When was the Form 4 filed with the SEC?

The Form 4 was filed on 18 June 2025, meeting the two-business-day reporting requirement.

Does the filing reveal any derivative security activity?

No derivative securities were acquired or disposed of; Table II is blank in this filing.