CAVA (CAVA) Chief People Officer sells 1,702 shares in tax withholding sale

Rhea-AI Filing Summary

CAVA Group, Inc. Chief People Officer Costanza Kelly reported the sale of 1,702 shares of CAVA common stock on 01/21/2026 at a weighted average price of $67.41 per share. These shares were sold automatically to cover tax withholding obligations triggered by the vesting of restricted stock units (RSUs) under the company’s equity incentive plans, and were not discretionary trades by the executive.

After this transaction, Kelly beneficially owned 120,846 shares of CAVA common stock, which the filing notes includes unvested RSUs.

Insider Trade Summary

Net Seller: 1,702 shares ($114,732)

Net Sell 1 txn

Insider Costanza Kelly

Role Chief People Officer

Sold 1,702 shs ($115K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,702	$67.41	$115K

Holdings After Transaction: Common Stock — 120,846 shares (Direct)

Footnotes (1)

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. 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. Includes unvested RSUs.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Costanza Kelly

(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 People 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)		1,702	D	$67.41(2)	120,846(3)	D

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:

	/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).
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 insider transaction did CAVA (CAVA) disclose in this Form 4?

The filing shows that Chief People Officer Costanza Kelly reported the sale of 1,702 shares of CAVA common stock on 01/21/2026.

What was the sale price for the CAVA (CAVA) shares in the Form 4?

The reported sale price was a weighted average of $67.41 per share for the 1,702 CAVA common shares sold.

Why did CAVA executive Costanza Kelly sell shares according to the Form 4?

The filing states the sale was to cover tax withholding obligations from vesting RSUs, mandated by CAVA’s equity incentive plans as a “sell to cover” transaction and not a discretionary trade.

How many CAVA (CAVA) shares does Costanza Kelly own after the reported sale?

Following the transaction, Costanza Kelly beneficially owned 120,846 CAVA common shares, and the filing notes this total includes unvested RSUs.

Was the CAVA Form 4 sale part of a broader employee transaction?

Yes. The weighted average price reflects 52,702 shares of CAVA common stock sold by a broker on behalf of employees in mandatory RSU-related sell-to-cover transactions, with proceeds allocated to employees, including Kelly, on a pro rata basis.

What is Costanza Kelly’s role at CAVA Group, Inc.?

The Form 4 identifies Costanza Kelly as an officer of CAVA Group, Inc., serving as Chief People Officer.