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

Rhea-AI Filing Summary

CAVA Group, Inc. (CAVA) – Form 4 insider filing (dated 06/24/2025)

The filing discloses a routine equity award to Director Ronald M. Shaich. On 06/20/2025 he received 1,767 restricted stock units (RSUs) that will vest in full on the earlier of (i) 20 June 2026 or (ii) the business day before CAVA’s next annual shareholder meeting, subject to continued service. Each RSU converts into one share of common stock upon settlement. The grant price is recorded as $0, indicating it is a standard, cost-free director equity award.

After the grant, Shaich’s reported beneficial ownership comprises:

• Direct holdings: 8,074 shares (includes the unvested RSUs)
• Indirect holdings: 2,901,265 shares via Cava Act III Trust, LLC
• 1,374,328 shares via Cava Act III, LLC
• 253,306 shares via Act III Holdings, LLC

Total reported beneficial ownership (direct + indirect) equals 4,536,973 shares. Shaich disclaims beneficial ownership of the indirect holdings except for his pecuniary interest.

No shares were sold or disposed of; consequently, there is no dilution to existing shareholders from insider selling. The filing contains no derivative transactions, option exercises, or price-sensitive information beyond the RSU award terms.

For investors, this Form 4 represents a routine board compensation grant with minimal immediate financial impact. While it slightly increases fully diluted share count, the magnitude (1,767 shares) is < 0.01 % of outstanding indirect holdings and is therefore immaterial to CAVA’s float or insider ownership structure.

Positive

• No insider selling: the filing reports only an RSU grant, signalling confidence and avoiding dilution from dispositions.
• Continued high insider ownership: post-transaction beneficial stake remains about 4.5 million shares, indicating ongoing alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Minor RSU grant to director; no sales—neutral impact.

The 1,767-share RSU award is standard board compensation, adding an immaterial number of shares to overall insider ownership. No cash outflow, no insider selling, and no change in strategic positioning are evident. Total insider exposure remains above 4.5 million shares, signalling continued alignment but the incremental change is negligible for valuation models. From a capital-markets standpoint, the filing is informational and should not influence trading sentiment.

Corporate Governance Expert

TL;DR: Routine equity compensation, governance-aligned, non-impactful.

The RSU grant follows typical director pay practices—one-year cliff vesting tied to service continuity. The inclusion of indirect holdings and explicit disclaimer language complies with Section 16 requirements. No red flags around timing or Rule 10b5-1 are present, and the absence of dispositions suggests no negative insider signal. Overall governance quality remains intact; impact on shareholder rights or oversight dynamics is negligible.

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^*

SHAICH RONALD M

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		A(1)		1,767	A	$0	8,074(2)	D
Common Stock								2,901,265	I	By Cava Act III Trust, LLC(3)(4)
Common Stock								1,374,328	I	By Cava Act III, LLC(3)(5)
Common Stock								253,306	I	By Act III Holdings, LLC(3)(6)

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. Reflects a grant of restricted stock units ("RSU"), which vest in full on the earlier of (i) June 20, 2026 and (ii) the business day before the date of the next annual meeting of the stockholders of CAVA Group Inc. (the "Issuer"), subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share upon settlement.

2. Includes unvested RSUs.

3. Cava Act III Trust, LLC is managed by an independent manager appointed by the reporting person and Cava Act III, LLC is managed by Act III Management, LLC, which is controlled by the reporting person. Act III Holdings, LLC is the controlling holder of each of Cava Act III, LLC and Cava Act III Trust, LLC. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest in Cava Act III, LLC and Act III Holdings, LLC. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the reporting person is the beneficial owner of any securities reported herein.

4. Represents Common Stock held by Cava Act III Trust, LLC.

5. Represents Common Stock held by Cava Act III, LLC.

6. Represents Common Stock held by Act III Holdings, LLC.

Remarks:

	/s/ Ronald M. Shaich	06/24/2025
	** 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 shares did Ronald M. Shaich acquire in this Form 4?

1,767 restricted stock units were granted on 06/20/2025.

Did the CAVA director sell any shares according to the 06/24/2025 Form 4?

No. The filing shows no sales or dispositions, only an RSU grant.

When will the newly granted RSUs to Ronald M. Shaich vest?

They vest on the earlier of 20 June 2026 or the day before CAVA’s next annual meeting.

What is Ronald M. Shaich’s total reported beneficial ownership in CAVA after the transaction?

The filing lists 4,536,973 shares (8,074 direct and 4,528,899 indirect).

Is the RSU grant part of a Rule 10b5-1 trading plan?

The form does not indicate the RSU grant was made under a Rule 10b5-1 plan; the box is unchecked.