CAVA GROUP, INC.·4

Jan 29, 4:10 PM ET

Xenohristos Theodoros 4

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

Research Summary

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CAVA Group (CAVA) Chief Concept Officer Xenohristos Theodoros Sells Shares

What Happened
Xenohristos Theodoros, Chief Concept Officer and a director of CAVA Group, sold a total of 1,039 shares on January 27, 2026, receiving approximately $64,566. The sales were: 688 shares at $61.96 ($42,628) and 351 shares at $62.50 ($21,938). According to the filing, these were mandatory "sell-to-cover" transactions to satisfy tax withholding on vested restricted stock units (RSUs) and were not discretionary trades.

Key Details

  • Transaction date: 2026-01-27; Filing date: 2026-01-29 (timely within the Form 4 reporting window).
  • Reported sale amounts/prices: 688 shares @ $61.96 and 351 shares @ $62.50; total proceeds ≈ $64,566.
  • Footnote highlights:
    • F1: Sales were required to cover tax withholding for RSU vesting (sell-to-cover).
    • F2/F4: The reported prices reflect weighted averages from larger broker block sales (31,092 shares and 15,886 shares sold by the broker across employees) with prices in ranges $61.40–$62.39 and $62.40–$62.72; proceeds were allocated pro rata.
    • F3: Form includes unvested RSUs.
    • Reporting person disclaims beneficial ownership of indirectly owned shares except for pecuniary interest.
  • Shares owned after transaction: not specified in the provided excerpt; filing notes unvested RSUs remain.

Context
Sell-to-cover transactions are routine tax-withholding actions tied to RSU vesting and do not necessarily indicate the insider's view of the company. This filing reports disposals (code S) and should be interpreted as non-discretionary tax-related sales rather than open-market investment decisions.

Insider Transaction Report

Form 4
Period: 2026-01-27
Xenohristos Theodoros
DirectorChief Concept Officer
Transactions
  • Sale

    Common Stock

    [F1][F2][F3]
    2026-01-27$61.96/sh688$42,628332,556 total
  • Sale

    Common Stock

    [F1][F4][F3]
    2026-01-27$62.50/sh351$21,938332,205 total
Holdings
  • Common Stock

    (indirect: By Trust)
    16,000
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_1769721029.xmlPrimary

    FORM 4