CAVA (NYSE: CAVA) officer sells shares to cover RSU taxes

Rhea-AI Filing Summary

CAVA Group, Inc. director and Chief Concept Officer Xenohristos Theodoros reported tax-related share sales linked to restricted stock unit vesting. On January 27, 2026, he sold 688 shares of common stock at a weighted average price of $61.96 and 351 shares at $62.50. These transactions were mandated "sell to cover" sales to satisfy tax withholding obligations under the company’s equity incentive plans, and were not discretionary trades. Following the sales, he reported 332,205 common shares held directly, which include unvested RSUs, and 16,000 shares held indirectly by a trust, for which beneficial ownership is disclaimed except to the extent of his pecuniary interest.

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^*

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)
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)		688	D	$61.96(2)	332,556(3)	D
Common Stock	01/27/2026		S(1)		351	D	$62.5(4)	332,205(3)	D
Common Stock								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. 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:

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/ 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).
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FAQ

What insider transaction did CAVA (CAVA) report for Xenohristos Theodoros?

Xenohristos Theodoros reported two small common stock sales on January 27, 2026. He sold 688 shares at $61.96 and 351 shares at $62.50, as part of mandated tax-withholding "sell to cover" transactions tied to restricted stock unit vesting.

Were the recent CAVA (CAVA) insider stock sales discretionary trades?

No, the reported CAVA insider sales were not discretionary trades. The Form 4 states the shares were sold automatically to cover tax withholding obligations arising from RSU vesting under CAVA’s equity incentive plans, rather than being voluntary open-market sales by the executive.

How many CAVA (CAVA) shares did the insider sell and at what prices?

The insider sold a total of 1,039 CAVA common shares on January 27, 2026. One transaction covered 688 shares at a weighted average price of $61.96, and another covered 351 shares at a weighted average price of $62.50 through broker-handled sell-to-cover transactions.

How many CAVA (CAVA) shares does Xenohristos Theodoros hold after the transactions?

After the reported sales, the insider reported 348,205 CAVA shares. This includes 332,205 common shares held directly, which include unvested RSUs, and 16,000 shares held indirectly by a trust, with beneficial ownership disclaimed except for his pecuniary interest.

What do the Form 4 footnotes say about the CAVA (CAVA) share sale prices?

The footnotes explain the prices are weighted averages from larger employee-wide sell-to-cover batches. For one sale, 31,092 shares were sold between $61.40 and $62.39; for the other, 15,886 shares were sold between $62.40 and $62.72, allocated pro rata to participating employees.

Why were multiple CAVA (CAVA) employees involved in these stock sales?

The Form 4 notes that a broker sold shares on behalf of multiple employees due to RSU vesting. The weighted average prices reflect aggregated sell-to-cover transactions, with proceeds and share counts allocated among employees, including the reporting person, on a pro rata basis.