CAVA (CAVA) CLO reports mandatory tax-withholding share sales from RSU vesting

Rhea-AI Filing Summary

CAVA Group’s chief legal officer reports tax-related share sales

CAVA Group, Inc. officer Bertram Kenneth Robert, CLO & Secretary, reported mandatory sales of Common Stock on January 27, 2026 to cover tax withholding tied to vesting restricted stock units. The broker sold 658 shares at $61.96 and 336 shares at $62.50, using weighted average prices from larger employee “sell to cover” transactions.

These transactions were required under CAVA’s equity incentive plans and are described as non‑discretionary for the officer. After the sales, he beneficially owns 49,122 Common shares directly, plus 1,500 shares indirectly through his spouse and 195 through his daughter, which include unvested RSUs.

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^*

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)
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)		658	D	$61.96(2)	49,458(3)	D
Common Stock	01/27/2026		S(1)		336	D	$62.5(4)	49,122(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 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) disclose for Bertram Kenneth Robert?

CAVA disclosed that officer Bertram Kenneth Robert reported two Common Stock sales on January 27, 2026 to cover tax withholding from RSU vesting. A broker executed the trades as part of mandatory “sell to cover” transactions under the company’s equity incentive plans.

How many CAVA shares were sold and at what prices in this Form 4?

The Form 4 shows sales of 658 CAVA Common shares at $61.96 and 336 shares at $62.50. Both prices are weighted averages from larger employee transactions, with shares sold across price ranges specified in the filing’s detailed footnotes.

Were the CAVA share sales by Bertram Kenneth Robert discretionary trades?

No. The filing states the sales were required to satisfy tax withholding obligations tied to RSU vesting. CAVA’s equity incentive plans mandate using “sell to cover” transactions, so these do not represent discretionary trading decisions by the reporting officer.

How many CAVA shares does Bertram Kenneth Robert own after these transactions?

After the reported sales, he beneficially owns 49,122 CAVA Common shares directly. He also has indirect beneficial ownership of 1,500 shares held by his spouse and 195 shares held by his daughter, and this total includes unvested restricted stock units.

What do the weighted average prices in the CAVA Form 4 footnotes mean?

The weighted average prices reflect many employee shares sold by a broker within specified price ranges. For each sale line, the broker combined multiple trades to a single average price, and proceeds were allocated pro rata among affected employees, including the reporting officer.

How are the spouse and daughter holdings of CAVA stock treated in this Form 4?

The Form 4 lists 1,500 CAVA shares held by the officer’s spouse and 195 shares held by his daughter as indirect ownership. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest in them, as noted in the remarks.