Costanza Kelly 4

What Happened
Kelly Costanza, Chief People Officer of CAVA Group, sold 1,702 shares of CAVA common stock on 2026-01-21 for a reported weighted-average price of $67.41, generating approximately $114,732 in proceeds. The sale is reported as a disposition (S) and was a mandatory "sell to cover" transaction to satisfy tax withholding tied to the vesting of RSUs, not a discretionary sale by the insider.

Key Details

• Transaction date: 2026-01-21; Form 4 filed 2026-01-23 (reported two days after the transaction).
• Price: $67.41 reported as the weighted average price allocated to the reporting person; broker sold 52,702 shares for employees at prices ranging $67.05–$67.78.
• Shares sold: 1,702; Proceeds: ~$114,732.
• Reason: Mandatory sell-to-cover to satisfy tax withholding on vested RSUs (footnote F1). The filing states these sales were not discretionary.
• Ownership after transaction: Not specified in the summary data provided; filing indicates ownership figures include unvested RSUs (footnote F3).
• Footnotes: F1 (mandatory sell-to-cover), F2 (weighted average price from multiple sales allocated pro rata), F3 (ownership includes unvested RSUs).

Context
Sell-to-cover transactions are routine when restricted stock units vest and do not necessarily indicate insider sentiment about the company. The filing provides that the reported price is an allocation of a larger block of sales executed by the broker; the reporting person can provide detailed price allocation on request.