Costanza Kelly 4

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.