CAVA Group (NYSE: CAVA) CEO sells shares for RSU tax withholding

Rhea-AI Filing Summary

CAVA Group, Inc. CEO and President Brett Schulman reported mandatory stock sales tied to tax withholding on vested RSUs. On January 27, 2026, he sold 3,006 CAVA common shares at $61.96 and 1,536 shares at $62.50 under the company’s automatic “sell to cover” program.

After these transactions, Schulman directly owned 802,783 common shares, which include unvested RSUs, and also had indirect ownership of additional shares held by his spouse, an LLC, and a daughter. The filing states these were not discretionary trades but required sales to satisfy tax obligations from RSU vesting.

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^*

Schulman Brett

(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)
	CEO and President

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)		3,006	D	$61.96(2)	804,319(3)	D
Common Stock	01/27/2026		S(1)		1,536	D	$62.5(4)	802,783(3)	D
Common Stock								57,495	I	By Spouse
Common Stock								682,710	I	By LLC
Common Stock								150	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 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 its CEO?

CAVA reported that CEO Brett Schulman sold CAVA common stock to cover RSU tax withholding obligations. He sold 3,006 shares at $61.96 and 1,536 shares at $62.50 on January 27, 2026, under a mandatory “sell to cover” program.

Were Brett Schulman’s CAVA stock sales discretionary or automatic?

The reported stock sales were automatic, not discretionary. They were required to satisfy tax withholding obligations triggered by the vesting of restricted stock units, under CAVA’s equity incentive plan “sell to cover” election, rather than voluntary open-market selling by Schulman.

How many CAVA shares does the CEO own after the January 27, 2026 trades?

Following the January 27, 2026 transactions, CEO Brett Schulman directly held 802,783 CAVA common shares, including unvested RSUs. He also reported additional indirect holdings through his spouse, an LLC, and his daughter, while disclaiming beneficial ownership beyond his pecuniary interest.

What prices were received in the CAVA CEO’s reported share sales?

The Form 4 shows two weighted average sale prices. Brett Schulman sold 3,006 CAVA shares at $61.96 per share and 1,536 shares at $62.50 per share. Both prices reflect weighted averages from multiple broker-executed trades tied to RSU-related tax withholding.

Why were multiple employees involved in the CAVA RSU-related stock sales?

The weighted average prices reflect shares sold by a broker on behalf of multiple CAVA employees as part of mandatory RSU “sell to cover” transactions. Proceeds from the aggregate sales were allocated pro rata among participating employees, including CEO Brett Schulman, based on individual tax obligations.

How are unvested RSUs reflected in the CAVA CEO’s reported holdings?

The Form 4 states that the total of 802,783 directly held CAVA common shares includes unvested RSUs. This means Schulman’s reported direct beneficial ownership figure combines both currently vested shares and RSUs that have been granted but not yet fully vested.