CAVA Insider Filing: COO Jennifer Somers Covers Taxes via Share Sale

Rhea-AI Filing Summary

CAVA Group, Inc. (CAVA) – Form 4 insider filing: Chief Operations Officer Jennifer Somers reported two mandatory “sell-to-cover” transactions on 16 June 2025 related to the vesting of restricted stock units (RSUs).

• Shares sold: 2,375 shares at a weighted-average price of $74.96 and 486 shares at $76.11, totaling 2,861 shares.
• Purpose: sales were automatically executed to satisfy tax-withholding obligations; the trades were not discretionary.
• Post-sale holdings: Somers holds 137,534 shares directly (includes unvested RSUs) and 300 shares indirectly through her spouse.

No derivative securities were involved, and no new options or RSUs were granted. The filing notes that Somers disclaims beneficial ownership of indirectly held shares beyond her pecuniary interest.

Positive

• Insider retains a substantial stake of 137,534 shares, indicating continued alignment with shareholder interests.
• Sales were mandatory for tax withholding, limiting negative interpretation typically associated with discretionary insider selling.

Negative

• Net reduction of insider ownership by 2,861 shares, though immaterial, technically increases float.
• Any insider sale can be perceived negatively by some investors despite the procedural nature of the transaction.

Insights

Financial Analyst

TL;DR: Small, non-discretionary insider sale; neutral signal.

The disposal represents roughly 2% of Somers’ total direct holdings and was mandated to cover payroll taxes on vested RSUs. Because the sale was required by CAVA’s equity plan and executed via broker at market prices, it does not suggest a proactive reduction in exposure or negative view of the company. Remaining ownership of 137k shares underscores continued alignment with shareholders. From a valuation or liquidity standpoint, the volume (2,861 shares) is immaterial relative to CAVA’s daily trading volume, so market impact should be negligible.

Corporate Governance Expert

TL;DR: Routine Rule 10b5-1 compliant filing, governance risk low.

The Form 4 specifies that the transaction falls under the company’s sell-to-cover policy, satisfying Section 16 reporting within two business days. Such transparency and timely disclosure reduce governance risk. The insider continues to hold a significant equity stake, maintaining incentive alignment. No red flags such as large discretionary sales, option exercises, or pattern selling are evident. Overall, the governance implication is neutral.

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

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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^*

Somers Jennifer

(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 Operations 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)		2,375	D	$74.96(2)	137,534(3)	D
Common Stock	06/16/2025		S(1)		486	D	$76.11(4)	137,048(3)	D
Common Stock								300	I	By Spouse

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:

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	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).
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FAQ

How many CAVA shares did COO Jennifer Somers sell on 16 June 2025?

She sold 2,861 shares of common stock (2,375 + 486) according to the Form 4.

What prices were the CAVA shares sold at in the Form 4 filing?

Weighted-average prices were $74.96 for 2,375 shares and $76.11 for 486 shares.

Why did the CAVA COO sell shares?

The sales were mandatory sell-to-cover transactions to satisfy tax obligations from RSU vesting; they were not discretionary trades.

How many CAVA shares does Jennifer Somers own after the transaction?

She directly owns 137,534 shares (including unvested RSUs) and 300 shares indirectly through her spouse.

Does the Form 4 filing indicate any new option or RSU grants?

No. The filing only reports the sale of common stock; no derivative securities were granted or exercised.