CAVA Insider Sell-to-Cover: 3,771 Shares Disposed by CLO at ~$58.86

Rhea-AI Filing Summary

Kenneth Robert Bertram, Chief Legal Officer and Secretary of CAVA Group, Inc. (CAVA), reported a sell-to-cover transaction on 09/29/2025 related to vested restricted stock units. The broker sold 3,771 shares at a weighted average price of $58.86 (individual trade prices ranged $58.82–$58.92) to satisfy tax-withholding obligations required by the company’s equity plan. After the transaction the reporting person beneficially owned 54,931 shares directly, with additional indirect holdings of 1,500 shares attributable to a spouse and 195 shares attributable to a daughter; the filing states unvested RSUs are included in the totals. The sale is described as mandated and not a discretionary trade.

Positive

• Transaction is routine and mandated by company sell-to-cover policy, indicating administrative, not discretionary, insider selling.
• Reporting person retains substantial direct ownership of 54,931 shares after the transaction, maintaining alignment with shareholders.

Negative

• Insider sale reduces direct holdings by 3,771 shares, though described as tax-related rather than a voluntary divestment.
• Includes unvested RSUs, which may complicate interpretation of current economic ownership without additional vesting schedule detail.

Insights

Securities Analyst

TL;DR Insider reported a routine sell-to-cover of vested RSUs, not a discretionary sale, leaving substantial remaining ownership.

The Form 4 discloses a mandatory sell-to-cover of 3,771 shares at a weighted average price of $58.86 to satisfy tax withholding on vested restricted stock units. Such transactions are common following vesting events and are typically administratively driven rather than indicative of the officer's view on company prospects. The reporting person retains a meaningful equity stake of 54,931 shares directly plus indirect family holdings. For investors, this filing is procedural and does not constitute material change in ownership or control.

Corporate Governance Expert

TL;DR Disclosure aligns with standard equity-plan mechanics; the filer explicitly disclaims discretionary intent and beneficial ownership beyond pecuniary interest.

The explanatory footnotes clearly state the sale was required by the issuer’s election to use sell-to-cover for RSU tax withholding and that the reporting person disclaims beneficial ownership of indirectly held shares except for pecuniary interest. The filing is complete in describing the transaction range and weighted average price, and it offers to provide granular price breakdowns on request, which supports transparent compliance with Section 16 reporting obligations.

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).

1. Name and Address of Reporting Person^*

Bertram Kenneth Robert

(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)
	CLO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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	09/29/2025		S(1)		3,771	D	$58.86(2)	54,931(3)	D
Common Stock								1,500	I	By Spouse
Common Stock								195	I	By Daughter

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 3,771 shares of Common Stock sold by the broker on behalf of the Reporting Person 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 $58.82 to $58.92, inclusive. 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/ Kenneth Robert Bertram	10/01/2025
	** 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

What did Kenneth Robert Bertram report in the Form 4 for CAVA on 09/29/2025?

The filing reports a sell-to-cover sale of 3,771 shares at a weighted average price of $58.86 to satisfy tax withholding on vested RSUs.

Was the sale by the CAVA insider discretionary or mandatory?

The filing states the sales were mandated by the issuer’s election to fund tax withholding through sell-to-cover and were not discretionary trades.

How many CAVA shares does the reporting person own after the transaction?

After the reported transaction the reporting person beneficially owned 54,931 shares directly, plus 1,500 indirectly by spouse and 195 indirectly by daughter.

What price range were the shares sold at in the Form 4?

The shares were sold in multiple transactions at prices ranging from $58.82 to $58.92, with a weighted average of $58.86.

Does the Form 4 provide additional detail on the number of shares sold at each price?

Yes. The reporting person offers to provide, upon request, full information on the number of shares sold at each separate price within the disclosed range.