Form 4: CAVA CFO Sells Shares for Tax Obligations

CAVA Group's Chief Financial Officer, Tricia K. Tolivar, sold 2,204 shares of common stock at a weighted average price of $67.41 to cover tax withholding obligations related to RSU vesting.

Summary

• Tricia K. Tolivar, Chief Financial Officer of CAVA Group, Inc., reported a sale of 2,204 shares of CAVA common stock.
• The transaction occurred on January 21, 2026, at a weighted average price of $67.41 per share.
• The sale was non-discretionary, mandated by the company's equity incentive plans to satisfy tax withholding obligations upon the vesting of restricted stock units (RSUs).
• The reported price of $67.41 is a weighted average from a larger pool of 52,702 shares sold by a broker on behalf of multiple employees for similar tax-related "sell to cover" transactions, with prices ranging from $67.05 to $67.78.
• Following this transaction, Ms. Tolivar directly beneficially owns 234,338 shares of common stock, which includes unvested RSUs, and indirectly owns 2,500 shares through her spouse.

Sentiment

Score: 5

Explanation: The transaction is a non-discretionary 'sell to cover' for tax purposes, which is a neutral event. It does not reflect a positive or negative discretionary decision by the insider regarding the company's prospects.

Positives

• The transaction is a routine "sell to cover" for tax obligations, indicating the vesting of restricted stock units (RSUs) which is a positive for the employee.

Negatives

• No inherent negatives as the sale was non-discretionary and for tax purposes, not a reflection of management's view on the company's future.

Future Outlook

NA

Management Comments

• 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.
• 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.

Industry Context

This is a routine insider transaction (sell-to-cover) and does not provide specific insights into broader industry trends for the restaurant or fast-casual dining sector. Such transactions are common across all industries when executive compensation includes restricted stock units.

Stakeholder Impact

• Shareholders: The sale represents a minor dilution of outstanding shares, but it is a routine event for executive compensation and tax management, unlikely to have a significant impact on shareholder value.
• Employees: The transaction is part of the company's equity incentive plan, which benefits employees through RSU vesting.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary 'sell to cover' transaction by the CFO to satisfy tax obligations upon RSU vesting. Such transactions are common and do not indicate a change in management's confidence or the company's fundamentals. Therefore, it provides no new information that would warrant a change in investment recommendation; a 'hold' stance is maintained based solely on this filing.

Keywords

CAVA Group, CAVA, Form 4, Insider Trading, Stock Sale, CFO, Restricted Stock Units, RSU Vesting, Tax Withholding, Sell to Cover