CAVA executive sells shares to cover RSU taxes

Rhea-AI Filing Summary

CAVA GROUP, INC. Chief People Officer Kelly Costanza reported selling 15,360 shares of Common Stock in open-market transactions around $89–$90 per share. According to the footnotes, these sales were mandated "sell to cover" transactions to satisfy tax withholding on vested RSUs and were not discretionary trades. Following the latest sale, Costanza directly holds 98,490 shares, including unvested RSUs.

Insider Trade Summary

Net Seller: 15,360 shares

Net Sell 2 txns

Insider Costanza Kelly

Role Chief People Officer

Sold 15,360 shs ($1.38M)

Type	Security	Shares	Price	Value
Sale	Common Stock	12,490	$90.00	$1.12M
Sale	Common Stock	2,870	$89.43	$257K

Holdings After Transaction: Common Stock — 98,490 shares (Direct)

Footnotes (3)

1. F1. 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. F2. The price reported in column 4 represents the weighted average price of 69,803 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 $89.00 to $89.87, 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. F3. Includes unvested RSUs.

Key Figures

Shares sold (total): 15,360 shares First sale size: 12,490 shares Second sale size: 2,870 shares +5 more

8 metrics

Shares sold (total) 15,360 shares Net shares sold across two open-market transactions

First sale size 12,490 shares Common Stock sold at $90.00 per share

Second sale size 2,870 shares Common Stock sold at $89.43 per share

Price per share (first sale) $90.00/share Open-market sale of Common Stock

Price per share (second sale) $89.43/share Open-market sale of Common Stock

Shares held after latest sale 98,490 shares Direct ownership after 12,490-share sale; includes unvested RSUs

Employee block sold by broker 69,803 shares Aggregate mandatory “sell to cover” sales for employees

Broker sale price range $89.00–$89.87/share Range of prices for 69,803-share employee block

Key Terms

restricted stock units ("RSUs"), sell to cover, equity incentive plans, weighted average price, +1 more

5 terms

restricted stock units ("RSUs") financial

"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.

equity incentive plans financial

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

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.

weighted average price financial

"The price reported in column 4 represents the weighted average price of 69,803 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.

tax withholding obligations financial

"to cover tax withholding obligations in connection with the vesting of restricted stock units"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CAVA (CAVA) disclose for Kelly Costanza?

CAVA disclosed that Chief People Officer Kelly Costanza sold 15,360 Common Stock shares. The filing explains these were mandatory "sell to cover" transactions to satisfy tax withholding obligations linked to vesting restricted stock units, not discretionary open-market sales for portfolio or valuation reasons.

At what prices were Kelly Costanza’s CAVA (CAVA) shares sold?

The reported sales occurred at about $90.00 and $89.43 per share. A footnote adds that the broker sold 69,803 shares for multiple employees between $89.00 and $89.87, with proceeds allocated to each participant, including Costanza, on a pro rata basis.

How many CAVA (CAVA) shares does Kelly Costanza hold after these transactions?

After the most recent reported sale, Kelly Costanza directly holds 98,490 CAVA Common Stock shares. A footnote notes that this figure includes unvested restricted stock units, so it reflects both currently vested holdings and RSUs that remain subject to future vesting conditions.

Were Kelly Costanza’s CAVA (CAVA) stock sales discretionary trades?

The filing states these sales were not discretionary. They were required “sell to cover” transactions under CAVA’s equity incentive plans, executed to fund tax withholding on RSU vesting, meaning Costanza did not choose timing or amount like a typical voluntary open-market sale.

Why did CAVA (CAVA) use a broker for these insider share sales?

A broker sold 69,803 shares on behalf of multiple CAVA employees as part of mandatory “sell to cover” RSU tax transactions. The broker executed numerous trades within a specified price range, and the proceeds were then allocated among participating employees, including Kelly Costanza, based on their individual tax needs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 04:17 PM EDT Learn about SEC filing dates

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^*

Costanza Kelly

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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	06/15/2026		S(1)		2,870	D	$89.43(2)	110,980(3)	D
Common Stock	06/17/2026		S		12,490	D	$90	98,490(3)	D

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 69,803 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 $89.00 to $89.87, 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:

	/s/ Amit Patel, as Attorney-in-Fact	06/17/2026
	** 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)