CAVA (CAVA) CFO reports ESPP share buy and RSU tax sell-to-cover trades
Rhea-AI Filing Summary
CAVA Group CFO Tricia K. Tolivar reported routine equity compensation activity and related tax sales. She acquired 283 shares of Common Stock on June 15, 2026 at $44.13 per share through the company’s Employee Stock Purchase Plan, in a transaction exempt under Rule 16b-3.
On the same date, a broker sold 4,969 shares of Common Stock at a weighted average price of $89.43 per share to cover tax withholding obligations from vesting restricted stock units. These were mandatory “sell to cover” transactions under CAVA’s equity incentive plans rather than discretionary sales. Following these transactions, Tolivar holds 235,214 shares of Common Stock directly, including unvested RSUs, and 2,500 shares indirectly through her spouse.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 4,686 shares
Net Sell
3 txns
Insider
Tolivar Tricia K.
Role
Chief Financial Officer
Sold
4,969 shs ($444K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 4,969 | $89.43 | $444K |
| Grant/Award | Common Stock | 283 | $44.13 | $12K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 235,214 shares (Direct);
Common Stock — 2,500 shares (Indirect, By Spouse)
Footnotes (5)
- 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.
- 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.
- F3. Includes unvested RSUs.
- F4. Shares purchased pursuant to the CAVA Group, Inc. 2023 Employee Stock Purchase Plan ("ESPP") in transactions that were exempt under Rule 16b-3, for the ESPP purchase period of December 15, 2025 through June 14, 2026.
- F5. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on December 15, 2025.
Key Figures
Tax-related shares sold: 4,969 shares
Sell-to-cover price range: $89.00–$89.87 per share
ESPP shares acquired: 283 shares
+3 more
6 metrics
Tax-related shares sold
4,969 shares
Mandatory RSU sell-to-cover at $89.43 weighted average on June 15, 2026
Sell-to-cover price range
$89.00–$89.87 per share
Prices for 69,803 shares sold by broker for employees’ RSU tax obligations
ESPP shares acquired
283 shares
CFO ESPP purchase on June 15, 2026 at $44.13 per share
ESPP purchase discount
85% of closing price
Purchase price based on December 15, 2025 common stock close
Direct holdings after transactions
234,931 shares
CFO direct ownership of CAVA Common Stock, includes unvested RSUs
Indirect holdings via spouse
2,500 shares
CAVA Common Stock held indirectly by CFO through spouse
Key Terms
restricted stock units ("RSUs"), sell to cover, Employee Stock Purchase Plan ("ESPP"), Rule 16b-3, +1 more
5 terms
restricted stock units ("RSUs") financial
"cover tax withholding obligations 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
"require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction"
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.
Employee Stock Purchase Plan ("ESPP") financial
"Shares purchased pursuant to the CAVA Group, Inc. 2023 Employee Stock Purchase Plan ("ESPP")"
Rule 16b-3 regulatory
"purchased pursuant to the CAVA Group, Inc. 2023 Employee Stock Purchase Plan ("ESPP") in transactions that were exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
weighted average price financial
"The price reported in column 4 represents the weighted average price of 69,803 shares of Common Stock sold"
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.
FAQ
What insider transactions did CAVA (CAVA) CFO Tricia Tolivar report?
CAVA CFO Tricia Tolivar reported acquiring 283 shares of Common Stock via the Employee Stock Purchase Plan and 4,969 shares sold by a broker to cover RSU-related tax withholding obligations, all dated June 15, 2026, as part of routine equity compensation activity.
What is the CAVA (CAVA) Employee Stock Purchase Plan mentioned in the filing?
The CAVA Group, Inc. 2023 Employee Stock Purchase Plan allows employees, including the CFO, to buy company stock, in this case at 85% of the closing price on December 15, 2025, for the purchase period from December 15, 2025 through June 14, 2026.
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