CAVA Insider Filing: CFO Retains 236,345 Shares After Sell-to-Cover

Rhea-AI Filing Summary

CAVA Group (CAVA) – Form 4 insider transaction filed 18-Jun-2025. Chief Financial Officer Tricia K. Tolivar reported two same-day sales on 16-Jun-2025 that were mandatory “sell-to-cover” events to satisfy tax-withholding on vested restricted stock units (RSUs) and therefore did not represent discretionary trades.

• Shares sold: 4,021 common shares at a weighted-average price of $74.96 and 824 shares at $76.11, totaling 4,845 shares (~$365k gross proceeds).
• Post-sale holdings: 236,345 common shares held directly (includes unvested RSUs) and 2,500 shares held indirectly by spouse.
• Nature of transaction: Code “S” indicates a sale; accompanying footnotes clarify sales were broker-facilitated across multiple price points ($74.58-$75.55 and $75.58-$76.52) and allocated pro-rata to employees subject to tax withholding.

No derivative security activity was reported, and Tolivar remains the beneficial owner of a substantial equity position. Because the disposition was required under the company’s equity incentive plan, the filing conveys limited insight into discretionary sentiment yet still signals modest dilution relative to the CFO’s total stake. Investors typically interpret such tax-related sales as neutral-to-slightly-negative unless volumes are large or follow a pattern of broader insider selling.

Positive

• CFO retains a substantial direct position of 236,345 shares, suggesting continued alignment with shareholder interests.
• Transaction was a mandatory tax-withholding sale, lowering the likelihood of negative insider sentiment.

Negative

• Insider share sale of 4,845 shares at ~$75 may be viewed cautiously by momentum-focused investors despite its routine nature.

Insights

Financial Analyst

TL;DR: Mandatory tax-withholding sale by CAVA CFO; limited sentiment signal, stake remains sizable, impact neutral.

The Form 4 details a routine ‘sell-to-cover’ of 4,845 shares (~1.9% of Tolivar’s direct holdings) undertaken to satisfy payroll taxes on newly vested RSUs. Given the non-discretionary nature and the CFO’s remaining 236k-share position, the transaction poses minimal valuation risk. Average sale prices (~$75) sit near recent trading levels, implying no urgency or market-timing. Liquidity impact is negligible against CAVA’s average daily volume. Overall, I view the filing as housekeeping rather than a change in insider conviction.

Corporate Governance Expert

TL;DR: Standard Rule 10b5-1 compliant sale; no governance red flags detected.

The filing confirms adherence to Section 16 reporting and clarifies the sale was conducted under the company’s equity incentive framework, aligning with best practices. Footnotes provide transparent price ranges and commit to furnish detailed trade data upon request, reinforcing disclosure quality. The CFO’s continued large holding preserves alignment with shareholders. There are no indications of opportunistic timing or plan amendments, so governance impact 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

OMB Number:			3235-0287
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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)
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)		4,021	D	$74.96(2)	237,169(3)	D
Common Stock	06/16/2025		S(1)		824	D	$76.11(4)	236,345(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 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).
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

How many CAVA shares did CFO Tricia K. Tolivar sell on 16-Jun-2025?

She sold 4,021 shares at a weighted-average of $74.96 and 824 shares at $76.11, totaling 4,845 shares.

Why were the CAVA shares sold according to the Form 4?

The sales were mandatory “sell-to-cover” transactions to pay tax withholding on vested RSUs, not discretionary trades.

How many CAVA shares does the CFO still own after the sale?

Tolivar directly owns 236,345 shares (including unvested RSUs) and 2,500 shares indirectly through her spouse.

Did the Form 4 report any option exercises or derivative activity?

No; Table II shows no derivative securities acquired or disposed of during the period.

Is the transaction under a Rule 10b5-1 trading plan?

Yes, the box indicating a Rule 10b5-1(c) compliant transaction was checked, confirming a pre-arranged plan.