CAVA (CAVA) CFO reports 2,204-share tax sell-to-cover and 234,338 shares held

Rhea-AI Filing Summary

CAVA GROUP, INC. Chief Financial Officer Tricia K. Tolivar reported a routine tax-related stock sale. On January 21, 2026, she sold 2,204 shares of Common Stock at a weighted average price of $67.41 per share to cover tax withholding obligations triggered by the vesting of restricted stock units. The company’s equity incentive plan requires these mandatory “sell to cover” transactions, so the sale was not a discretionary trade by the officer.

After this transaction, Tolivar directly beneficially owned 234,338 shares of Common Stock, which include unvested RSUs, and indirectly held 2,500 shares through her spouse. The sale price reflects a broker-handled block of 52,702 shares sold on behalf of multiple employees in mandatory tax-related transactions, with proceeds allocated to each participant on a pro rata basis.

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^*

Tolivar Tricia K.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		S(1)		2,204	D	$67.41(2)	234,338(3)	D
Common Stock								2,500	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 52,702 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 $67.05 to $67.78, 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, 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.

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	01/23/2026
	** 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 its CFO on January 21, 2026?

CAVA’s Chief Financial Officer Tricia K. Tolivar reported selling 2,204 shares of Common Stock on January 21, 2026. The transaction is coded as a sale and was carried out to satisfy tax withholding obligations related to the vesting of restricted stock units under the company’s equity incentive plans.

Was the CAVA CFO’s January 2026 stock sale a discretionary trade?

No. The footnotes state that the 2,204-share sale of Common Stock was mandated by the issuer’s equity incentive plans as a “sell to cover” transaction to fund tax withholding on vested RSUs, and therefore did not represent a discretionary trade by the reporting person.

At what price were the CAVA CFO’s shares sold in the Form 4 filing?

The Form 4 reports a weighted average price of $67.41 per share for the 2,204 shares sold. This reflects a broker-handled sale of 52,702 shares for multiple employees in mandatory “sell to cover” transactions, executed in multiple trades at prices ranging from $67.05 to $67.78, with proceeds allocated on a pro rata basis.

How many CAVA shares does the CFO beneficially own after the reported transaction?

Following the January 21, 2026 transaction, Chief Financial Officer Tricia K. Tolivar beneficially owned 234,338 shares of Common Stock directly, which the filing notes include unvested RSUs, and 2,500 shares indirectly, held by her spouse.

How are the spouse’s CAVA shares reported in this Form 4?

The Form 4 shows an indirect holding of 2,500 shares of Common Stock with the nature of ownership listed as “By Spouse”. A remark clarifies that the reporting person disclaims beneficial ownership of indirectly owned securities except to the extent of her pecuniary interest.

What do the Form 4 footnotes say about the CAVA CFO’s RSUs?

One of the footnotes states that the reported holdings include unvested RSUs. Another explains that the shares sold were required to cover tax withholding obligations from RSU vesting under the company’s equity incentive plans.