CAVA (NYSE: CAVA) officer sells 965 shares in mandatory tax trade

Rhea-AI Filing Summary

CAVA Group, Inc. director and Chief Concept Officer Xenohristos Theodoros reported an automatic sale of company stock related to equity compensation. On January 21, 2026, a total of 965 shares of CAVA common stock were sold at a weighted average price of $67.41 per share to cover tax withholding obligations from the vesting of restricted stock units. The filing explains these were mandatory “sell to cover” transactions under the company’s equity incentive plans and were not discretionary trades. The weighted average price reflects a broker sale of 52,702 shares for multiple employees, with proceeds allocated pro rata. Following this transaction, Theodoros beneficially owns 333,244 shares of common stock directly, which includes unvested RSUs, and 16,000 shares indirectly through a trust, for which he disclaims beneficial ownership beyond his pecuniary interest.

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^*

Xenohristos Theodoros

(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)
	Chief Concept 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)		965	D	$67.41(2)	333,244(3)	D
Common Stock								16,000	I	By Trust

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 Xenohristos Theodoros?

The filing shows that Xenohristos Theodoros, a director and Chief Concept Officer of CAVA Group, Inc., had 965 shares of common stock sold on January 21, 2026 in connection with equity compensation tax withholding.

Why were 965 CAVA shares sold in this Form 4 filing?

The 965 shares of CAVA common stock were sold to cover tax withholding obligations arising from the vesting of restricted stock units, under a mandatory “sell to cover” election in CAVA’s equity incentive plans.

Was the CAVA insider sale by Xenohristos Theodoros discretionary?

No. The filing states the sales were mandated by CAVA’s equity incentive plans as “sell to cover” transactions and do not represent discretionary trades by Xenohristos Theodoros.

What price was received for the CAVA shares sold to cover RSU taxes?

The reported price is a weighted average of $67.41 per share, based on 52,702 shares of CAVA common stock sold by a broker for multiple employees in mandatory sell-to-cover transactions.

How many CAVA shares does Xenohristos Theodoros own after this transaction?

After the transaction, Xenohristos Theodoros beneficially owns 333,244 shares of CAVA common stock directly (including unvested RSUs) and 16,000 shares indirectly by trust.

What does the CAVA Form 4 say about indirect ownership by trust?

The filing lists 16,000 shares of CAVA common stock as held indirectly by a trust, and notes that the reporting person disclaims beneficial ownership of indirectly owned securities except to the extent of his pecuniary interest.