CAVA GROUP, INC.·4

Jan 29, 4:10 PM ET

Costanza Kelly 4

4 · CAVA GROUP, INC. · Filed Jan 29, 2026

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CAVA (CAVA) Chief People Officer Costanza Kelly Sells Shares

What Happened Costanza Kelly, Chief People Officer of CAVA Group, reported the sale of 1,707 shares on 2026-01-27. The filing shows two sell transactions: 1,130 shares at $61.96 for $70,015 and 577 shares at $62.50 for $36,063, totaling roughly $106,078. These were sales (S) reported on Form 4.

Key Details

  • Transaction dates: January 27, 2026; Form 4 filed January 29, 2026 (appears timely).
  • Reported sales:
    • 1,130 shares @ $61.96 = $70,015
    • 577 shares @ $62.50 = $36,063
    • Total: 1,707 shares ≈ $106,078
  • Nature of sale: Mandatory "sell-to-cover" to satisfy tax withholding on vested RSUs (Footnote F1). These were not discretionary trades by the reporting person.
  • Price reporting: The prices reflect Kelly’s pro rata allocation of larger broker block sales among employees. One weighted average (for a larger block of 31,092 shares) covered prices $61.40–$62.39 (F2); the other (15,886 shares) covered $62.40–$62.72 (F4). The filing offers to provide a price breakdown on request.
  • Holdings: The filing notes reported holdings include unvested RSUs (F3). The Form 4 does not state a total post-transaction share count in this extract.

Context

  • These sell-to-cover transactions are routine tax-withholding events tied to RSU vesting and generally don’t indicate a voluntary decision to divest company stock. For retail investors, purchases by insiders are typically more informative of bullish sentiment; mandatory withholding sales are common and administrative in nature.

Insider Transaction Report

Form 4
Period: 2026-01-27
Costanza Kelly
Chief People Officer
Transactions
  • Sale

    Common Stock

    [F1][F2][F3]
    2026-01-27$61.96/sh1,130$70,015119,716 total
  • Sale

    Common Stock

    [F1][F4][F3]
    2026-01-27$62.50/sh577$36,063119,139 total
Footnotes (4)
  • [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 31,092 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 $61.40 to $62.39, 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.
  • [F3]Includes unvested RSUs.
  • [F4]The price reported in column 4 represents the weighted average price of 15,886 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 $62.40 to $62.72, 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.
Signature
/s/ Amit Patel, as Attorney-in-Fact|2026-01-29

Documents

1 file
  • 4
    wk-form4_1769721004.xmlPrimary

    FORM 4