Cava director gifts 16,500 shares to family trust

CAVA’s Chief Concept Officer reallocated 16,500 common shares into a new grantor retained annuity trust while maintaining over 300,000 shares held directly.

Rhea-AI Filing Summary

CAVA GROUP, INC. (CAVA) reports that director and Chief Concept Officer Theodoros Xenohristos transferred 16,500 shares of common stock on September 9, 2026 as a bona fide gift to the TX 2026 grantor retained annuity trust for no consideration. After this transfer, he held 308,130 shares directly, including unvested restricted stock units, and 16,500 shares indirectly through the new trust, plus 16,000 shares indirectly through another trust. The reporting person disclaims beneficial ownership of indirectly held securities except to the extent of his pecuniary interest, and no Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

33,000 shares gifted

Gift 3 txns

Insider Xenohristos Theodoros

Role Chief Concept Officer

Type	Security	Shares	Price	Value
Gift	Common Stock F1, F2	16,500	$0.00	$0.00
Gift	Common Stock F1, F3	16,500	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 308,130 shares (Direct); Common Stock — 16,500 shares (Indirect, By TX 2026 GRAT); Common Stock — 16,000 shares (Indirect, By Trust)

Footnotes (3)

1. F1. On September 9, 2026, the Reporting Person transferred 16,500 shares of the Issuer's common stock to the TX 2026 GRAT (the "GRAT") dated September 9, 2026, for no consideration. The Reporting Person is the trustee of the GRAT and the Reporting Person's spouse and children are beneficiaries of the GRAT upon its termination.
2. F2. Includes unvested restricted stock units.
3. F3. These shares are held in a grantor retained annuity trust.

Key Figures

Shares gifted to TX 2026 GRAT: 16,500 shares Direct holdings after transaction: 308,130 shares Indirect holdings via TX 2026 GRAT: 16,500 shares +2 more

5 metrics

Shares gifted to TX 2026 GRAT 16,500 shares Bona fide gift of CAVA common stock on September 9, 2026 for no consideration

Direct holdings after transaction 308,130 shares CAVA common stock held directly by Theodoros Xenohristos after the gift, including unvested restricted stock units

Indirect holdings via TX 2026 GRAT 16,500 shares CAVA common stock held in the TX 2026 grantor retained annuity trust after the transfer

Indirect holdings via other trust 16,000 shares CAVA common stock held indirectly “By Trust” as reported in the holdings table

Total shares involved in gift transfers 33,000 shares Aggregate of gift transfers on September 9, 2026 between direct and indirect holdings

Key Terms

grantor retained annuity trust, restricted stock units, pecuniary interest

3 terms

grantor retained annuity trust financial

"These shares are held in a grantor retained annuity trust."

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

restricted stock units financial

"Includes unvested restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

pecuniary interest financial

"except to the extent of the reporting person's pecuniary interest therein."

FAQ

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

What insider transaction did CAVA (CAVA) disclose on September 9, 2026?

CAVA disclosed that Theodoros Xenohristos transferred 16,500 shares of common stock as a bona fide gift to the TX 2026 grantor retained annuity trust on September 9, 2026, for no consideration, changing how those shares are held rather than selling them.

How many CAVA (CAVA) shares does Theodoros Xenohristos hold directly after the reported gift?

After the transactions, Theodoros Xenohristos held 308,130 shares of CAVA common stock directly. A footnote states this direct holding includes unvested restricted stock units, so the figure reflects both vested and certain unvested awards.

How many CAVA (CAVA) shares are held indirectly through the TX 2026 GRAT?

Following the gift, 16,500 shares of CAVA common stock are held indirectly through the TX 2026 grantor retained annuity trust. Theodoros Xenohristos is the trustee, and his spouse and children are beneficiaries upon the trust’s termination.

What other indirect CAVA (CAVA) holdings does Theodoros Xenohristos report?

In addition to the TX 2026 GRAT, Theodoros Xenohristos reports 16,000 shares of CAVA common stock held indirectly through a trust described simply as “By Trust,” separate from the new grantor retained annuity trust.

Were the CAVA (CAVA) insider transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan applies to these transactions, so the reported gift and related holdings are not described as being executed under a pre-arranged trading plan.

Does the insider claim full beneficial ownership of the indirectly held CAVA (CAVA) shares?

No. The reporting person states that the filing is not an admission of beneficial ownership of indirectly held securities and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in them.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/11/2026 - 04:13 PM Accepted by SEC EDGAR 09/11/2026 - 04:12 PM 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^*

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)
09/09/2026

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	09/09/2026		G(1)		16,500	D	$0	308,130(2)	D
Common Stock	09/09/2026		G(1)		16,500	A	$0	16,500	I	By TX 2026 GRAT(3)
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. On September 9, 2026, the Reporting Person transferred 16,500 shares of the Issuer's common stock to the TX 2026 GRAT (the "GRAT") dated September 9, 2026, for no consideration. The Reporting Person is the trustee of the GRAT and the Reporting Person's spouse and children are beneficiaries of the GRAT upon its termination.

2. Includes unvested restricted stock units.

3. These shares are held in a grantor retained annuity trust.

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	09/11/2026
	** 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)