Costanza Kelly 4

What Happened

• Costanza Kelly, Chief People Officer of CAVA Group, exercised 31,803 vested options at $6.75 per share (cost ~$214,670) and immediately sold those 31,803 shares in the open market at $84.45 per share for proceeds of about $2,685,763 on 2026-02-26. In the same filing she was also granted 4,721 restricted stock units (RSUs) that have no immediate cash value and will settle into shares if and when they vest.
• The RSU grant vests in three equal annual installments beginning January 24, 2027 (each RSU represents the right to one share upon settlement). The options exercised were fully vested as of the exercise date.

Key Details

• Transaction date: 2026-02-26; Form 4 filed: 2026-03-02 (filed within the standard 2-business-day reporting window).
• Exercise price: $6.75 per share for 31,803 shares (total cash paid ≈ $214,670). Sale price: $84.45 per share for 31,803 shares (gross proceeds ≈ $2,685,763).
• Grant: 4,721 RSUs awarded at $0 (contingent, vesting in three equal annual installments beginning 1/24/2027).
• Footnotes: F1 explains RSU vesting schedule; F2 indicates some reported holdings include unvested RSUs; F3 notes the option shares exercised were fully vested and exercisable.
• The filing shows an exercise and an immediate sale of the same shares (common “exercise and sell” or cashless exercise pattern). The derivative line in the filing reflects the option conversion and related reporting and does not indicate an additional cash transaction.

Context

• This was a sale funded by exercising vested options and then selling the acquired shares—typical for insiders converting option value to cash. Sales do not necessarily signal a change in the insider’s view of the company; they often reflect liquidity, tax, or diversification needs.
• The RSUs granted are subject to future vesting and service conditions, so they are a forward-looking compensation award rather than an immediate ownership increase.