[Form 4] CAVA Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

CAVA Group, Inc. (CAVA) – Form 4 insider filing

CEO & President Brett Schulman reported two mandatory "sell-to-cover" transactions on 06/16/2025 related to the vesting of restricted stock units (RSUs). A total of 31,856 common shares were sold to satisfy payroll-tax withholding:

• 26,440 shares at a weighted-average price of $74.96
• 5,416 shares at a weighted-average price of $76.11

The filing emphasizes that these sales were not discretionary trades; they were executed under the company’s equity plan requirements and were pooled with similar employee transactions.

Post-sale beneficial ownership remains substantial: 797,734 shares held directly, 57,495 shares held by spouse, and 682,710 shares held via an LLC (total ≈ 1.54 million shares, including unvested RSUs). Schulman continues to serve as both Director and CEO.

No derivative securities were reported, and there is no indication of additional open-market selling. The transaction size represents a small fraction of Schulman’s total holdings, limiting market impact, yet investors may monitor future filings for any discretionary sales.

Positive

• Sale is explicitly non-discretionary, indicating no negative sentiment from the CEO.
• CEO retains ~1.54 million shares, maintaining strong ownership alignment.

Negative

• Additional shares (31,856) enter the market, adding slight supply pressure.
• Insider sale headlines can be perceived negatively despite tax-related rationale.

Insights

Financial Analyst

TL;DR: CEO sold 31.9k shares for tax-withholding; still holds ~1.54 M, so impact is neutral.

The sale equates to roughly 2% of Mr. Schulman’s reported holdings and was mandated by the equity plan’s sell-to-cover mechanism. Because proceeds merely cover taxes and the executive retains a sizeable ownership stake, the action signals no change in long-term alignment. Market impact should be minimal, though the filing reminds investors that RSU vesting will periodically add small, non-discretionary supply.

Corporate Governance Specialist

TL;DR: Regulatory-compliant, non-discretionary insider sale; governance posture unchanged.

The filing provides a clear explanation, detailed price ranges, and an undertaking to supply granular data on request—hallmarks of good disclosure. Because the transactions were executed to honor tax obligations under Rule 10b5-1-compliant procedures, they do not raise governance red flags. The CEO’s continued large stake supports shareholder alignment, earning a neutral governance impact.

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^*

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)
06/16/2025

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	06/16/2025		S(1)		26,440	D	$74.96(2)	797,734(3)	D
Common Stock	06/16/2025		S(1)		5,416	D	$76.11(4)	792,318(3)	D
Common Stock								57,495	I	By Spouse
Common Stock								682,710	I	By LLC

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 65,026 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 $74.58 to $75.55, 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 13,402 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 $75.58 to $76.52, 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/ Kenneth Robert Bertram, as Attorney-in-Fact	06/18/2025
	** 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

Why did CAVA CEO Brett Schulman sell shares on 06/16/2025?

The shares were sold to cover tax-withholding obligations arising from RSU vesting, per the company’s equity plan.

How many CAVA shares were sold in the Form 4 filing?

A total of 31,856 common shares were sold (26,440 + 5,416).

What prices did the CEO receive for the shares?

Weighted-average prices were $74.96 and $76.11, with actual trades ranging between $74.58–$76.52.

How many CAVA shares does the CEO still own after the sale?

Mr. Schulman reports 797,734 direct shares and 740,205 indirect shares (spouse & LLC), totaling about 1.54 million including unvested RSUs.

Is this insider sale considered discretionary?

No. The filing states the transactions were mandatory “sell-to-cover” events, not discretionary trading decisions.