Costanza Kelly 4

4 · CAVA GROUP, INC. · Filed Jun 17, 2026

AI-generated summary of this filing

Updated Jun 17, 2026

CAVA (CAVA) Chief People Officer Costanza Kelly Sells Shares

What Happened

Costanza Kelly, Chief People Officer of CAVA Group, reported sales of company stock to satisfy tax withholding on vested restricted stock units (RSUs). The filings show 2,870 shares sold at $89.43 on 2026-06-15 (proceeds $256,664) and 12,490 shares sold at $90.00 on 2026-06-17 (proceeds $1,124,100), for total proceeds of approximately $1,380,764.
These were sales (not purchases) and are described in the filing as mandatory "sell-to-cover" transactions tied to RSU vesting, not discretionary insider trading.

Key Details

Transaction dates and prices:
- 2026-06-15 — 2,870 shares at $89.43 ($256,664)
- 2026-06-17 — 12,490 shares at $90.00 ($1,124,100)
Footnotes:
- F1: Sales were required to satisfy tax withholding on vested RSUs (sell-to-cover), not discretionary trades.
- F2: The 6/15 price represents a weighted average of broker sales (69,803 shares) done across prices $89.00–$89.87; proceeds were allocated pro rata to employees, and the reporting person can provide a price breakdown on request.
- F3: Reported holdings include unvested RSUs.
Shares owned after the transaction: not specified in the excerpt of the filing.
Filing timeliness: Form 4 filed 2026-06-17 reporting transactions on 6/15 and 6/17; this appears to be a timely disclosure under usual two-business-day requirements.

Context

These sell-to-cover transactions are a common administrative step when RSUs vest and typically reflect tax withholding rather than a signal about the insider’s view of the company.

Form 4

Period: 2026-06-15

Chief People Officer

Transactions

Footnotes (3)

[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.

Signature

/s/ Amit Patel, as Attorney-in-Fact|2026-06-17

1 file