CAVA Group (NYSE: CAVA) officer sells 9,044 shares to cover RSU taxes

Rhea-AI Filing Summary

CAVA GROUP, INC. director and Chief Concept Officer Theodoros Xenohristos reported an open-market sale of 9,044 shares of Common Stock at a weighted average price of $79.75 per share. According to the disclosure, these shares were sold to cover tax withholding obligations tied to the vesting of restricted stock units and were mandated under the company’s equity incentive plans, rather than being discretionary trades.

After the transaction, he holds 327,882 shares of Common Stock directly and 16,000 shares indirectly through a trust, which includes unvested RSUs.

Insider Trade Summary

Net Seller: 9,044 shares ($721,259)

Net Sell 2 txns

Insider Xenohristos Theodoros

Role Chief Concept Officer

Sold 9,044 shs ($721K)

Type	Security	Shares	Price	Value
Sale	Common Stock	9,044	$79.75	$721K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 327,882 shares (Direct, null); Common Stock — 16,000 shares (Indirect, By Trust)

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 13,804 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 $79.50 to $80.16, 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.

Key Figures

Shares sold: 9,044 shares Weighted average sale price: $79.75 per share Direct holdings after transaction: 327,882 shares +3 more

6 metrics

Shares sold 9,044 shares Open-market sale on 2026-05-11 to cover RSU taxes

Weighted average sale price $79.75 per share CAVA Common Stock, tax-related sale

Direct holdings after transaction 327,882 shares CAVA Common Stock held directly after 2026-05-11 sale

Indirect holdings via trust 16,000 shares CAVA Common Stock, includes unvested RSUs

Broker total RSU-related sales 13,804 shares Sold on behalf of employees in mandatory sell-to-cover

Sale price range $79.50–$80.16 per share Price range for broker’s multiple transactions

Key Terms

restricted stock units ("RSUs"), sell to cover, weighted average price, equity incentive plans

4 terms

restricted stock units ("RSUs") financial

"tax withholding obligations in connection with the vesting of restricted stock units ("RSUs")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

sell to cover financial

"funded by a "sell to cover" transaction and do not represent discretionary trades"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported in column 4 represents the weighted average price of 13,804 shares"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

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^*

Xenohristos Theodoros

(Last) (First) (Middle)

C/O CAVA GROUP, INC.

14 RIDGE SQUARE NW, SUITE 500

(Street)

WASHINGTON DISTRICT OF COLUMBIA 20016

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/11/2026		S(1)		9,044	D	$79.75(2)	327,882(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 13,804 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 $79.50 to $80.16, 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	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CAVA (CAVA) report for Theodoros Xenohristos?

CAVA reported that director and Chief Concept Officer Theodoros Xenohristos sold 9,044 shares of Common Stock. The sale was reported as an open-market transaction and is linked to tax withholding obligations from vesting restricted stock units.

Why did Theodoros Xenohristos sell 9,044 CAVA (CAVA) shares?

The 9,044 CAVA shares were sold to cover tax withholding obligations from vesting restricted stock units. The filing states these sales were mandated by the company’s equity incentive plans as part of a “sell to cover” arrangement, not discretionary trading.

At what price were the CAVA (CAVA) shares sold in this Form 4 filing?

The filing reports a weighted average sale price of $79.75 per CAVA share. A broker sold 13,804 shares in multiple transactions between $79.50 and $80.16, allocating the aggregate proceeds among employees, including Theodoros Xenohristos, on a pro rata basis.

How many CAVA (CAVA) shares does Theodoros Xenohristos hold after the sale?

After the reported tax-related sale, Theodoros Xenohristos holds 327,882 CAVA Common Stock shares directly. He also has indirect ownership of 16,000 shares through a trust, and this indirect position includes unvested restricted stock units according to the disclosure.

What does “sell to cover” mean in the context of the CAVA (CAVA) Form 4?

In this CAVA filing, “sell to cover” refers to automatic share sales used to pay tax withholding on vesting restricted stock units. The company’s equity incentive plans require these mandated transactions, so they do not represent discretionary buying or selling decisions by the executive.

Are the CAVA (CAVA) share sales by Xenohristos part of a broader employee transaction?

Yes. The reported price reflects 13,804 CAVA shares sold by a broker on behalf of multiple employees. These mandatory “sell to cover” transactions related to RSU vesting, and the total proceeds were allocated among those employees, including Xenohristos, on a pro rata basis.