CAVA Form 4: Xenohristos keeps 350,730 shares after small tax sale

Rhea-AI Filing Summary

CAVA Group, Inc. – Form 4 insider transaction (filed 18-Jun-2025)

Director & Chief Concept Officer Theodoros Xenohristos disclosed the mandatory sale of 3,062 CAVA common shares on 16-Jun-2025 to satisfy tax-withholding obligations related to vesting restricted stock units (RSUs). Two tranches were executed: 2,541 shares at a weighted-average price of $74.96 and 521 shares at $76.11. Post-sale, the insider retains 350,730 shares, including unvested RSUs, held directly.

The company’s “sell-to-cover” policy triggered the sale; the filing explicitly states the trades were not discretionary. The disposed amount represents less than 1% of the insider’s total holdings, implying minimal change in management’s equity alignment and limited signalling value for investors.

Positive

• Insider retains 350,730 shares, indicating continued equity alignment with shareholders.
• Sale was mandated for tax withholding, not a discretionary liquidation, reducing negative signalling.

Negative

• Insider sale reported, which can be perceived negatively even though volume is immaterial.

Insights

Financial Analyst

Mandatory, small insider sale; ownership largely intact, limited market impact.

The 3,062-share disposition equates to roughly 0.9% of Xenohristos’s 350k-share stake, preserving substantial insider alignment. Because the transaction was executed solely to cover RSU tax liabilities, it carries little informational content regarding management’s view of CAVA’s valuation. The weighted-average prices (~$75) are near recent trading levels and do not constitute a discount or premium. Overall, I view the filing as routine with negligible influence on fundamentals or sentiment.

Corporate Governance Expert

Governance-compliant sell-to-cover; no discretionary selling signal detected.

The filing demonstrates adherence to CAVA’s equity incentive plan, requiring a broker-facilitated sale to meet withholding obligations. Such mechanics reduce personal cash outlay while preventing undisclosed insider trading. Beneficial ownership disclosure remains transparent, including unvested RSUs, aligning with Section 16 best practices. There are no red flags—no adoption of new 10b5-1 plan, no deviation from policy, and no material reduction of ownership—supporting a neutral governance assessment.

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 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)
	Chief Concept Officer

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)		2,541	D	$74.96(2)	350,730(3)	D
Common Stock	06/16/2025		S(1)		521	D	$76.11(4)	350,209(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 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:

	/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

How many CAVA (CAVA) shares did Director Theodoros Xenohristos sell?

He sold 3,062 shares on 16-Jun-2025.

At what prices were the CAVA shares sold in the Form 4?

Weighted-average prices were $74.96 for 2,541 shares and $76.11 for 521 shares.

Why did the CAVA insider sell the shares?

The sales were mandatory to cover tax withholding from RSU vesting under the company’s sell-to-cover policy.

How many CAVA shares does the insider still own after the transaction?

He beneficially owns 350,730 shares, including unvested RSUs.

Was the transaction discretionary or under a trading plan?

It was non-discretionary, executed under the company’s mandatory sell-to-cover mechanism.