CAVA (CAVA) CFO reports mandatory RSU tax sell-to-cover stock sales

Rhea-AI Filing Summary

CAVA Group, Inc.’s Chief Financial Officer Tricia K. Tolivar reported mandatory sales of CAVA common stock on January 27, 2026 to cover taxes from vesting restricted stock units. She sold 1,591 shares at $61.96 and 813 shares at $62.50 through broker-run "sell to cover" transactions, which were executed for multiple employees and allocated on a pro rata basis.

After these sales, she directly beneficially owned 231,934 shares of CAVA common stock, which include unvested RSUs, and had an additional 2,500 shares reported as indirectly owned through her spouse. The filing notes the sales were not discretionary trading decisions.

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^*

Tolivar Tricia K.

(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 Financial Officer

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)		1,591	D	$61.96(2)	232,747(3)	D
Common Stock	01/27/2026		S(1)		813	D	$62.5(4)	231,934(3)	D
Common Stock								2,500	I	By Spouse

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider stock transactions did CAVA (CAVA) report for its CFO?

CAVA’s Chief Financial Officer Tricia K. Tolivar reported selling 1,591 shares at $61.96 and 813 shares at $62.50 on January 27, 2026. These were mandatory sales to cover tax withholding from restricted stock unit vesting, not discretionary trading.

Why did the CAVA (CAVA) CFO’s Form 4 show stock sales on January 27, 2026?

The Form 4 explains the sales were required to cover tax withholding triggered by vesting restricted stock units. Under CAVA’s equity plans, these obligations are funded through broker “sell to cover” transactions rather than the executive choosing to sell shares voluntarily.

How many CAVA (CAVA) shares does the CFO beneficially own after the reported sales?

After the January 27, 2026 transactions, the CFO directly beneficially owned 231,934 shares of CAVA common stock, including unvested RSUs. The filing also reports an additional 2,500 shares as indirectly owned through her spouse, subject to a beneficial ownership disclaimer.

What prices were received for the CAVA (CAVA) CFO’s mandatory stock sales?

The Form 4 shows 1,591 shares sold at a weighted average price of $61.96 and 813 shares sold at a weighted average price of $62.50. Each weighted price reflects multiple broker transactions within disclosed intraday price ranges for employees’ tax-related sell-to-cover activity.

What does “sell to cover” mean in the CAVA (CAVA) CFO’s Form 4 filing?

“Sell to cover” refers to automatically selling enough shares to pay income and withholding taxes when restricted stock units vest. CAVA’s plans mandate this method, so a broker sells shares for multiple employees and allocates proceeds pro rata, rather than executives choosing open-market sales.

How are indirect CAVA (CAVA) share holdings by the CFO’s spouse treated in the Form 4?

The Form 4 reports 2,500 CAVA shares as indirectly owned “By Spouse.” The remarks state the reporting person does not admit beneficial ownership of indirectly owned securities and disclaims such ownership except to the extent of any pecuniary interest in those shares.