Sec Form 4 Filing - SHAICH RONALD M @ CAVA GROUP, INC. - 2023-06-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SHAICH RONALD M 2. Issuer Name and Ticker or Trading Symbol CAVA GROUP, INC. [ CAVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CAVA GROUP, INC., 14 RIDGE SQUARE NW, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 06/20/2023 (Street) WASHINGTON, DC20016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/20/2023 A( 1 ) 5,000 A $ 0 5,000 ( 2 ) D Common Stock 06/20/2023 M 135,462 A 135,462 I By Cava Act III Trust, LLC ( 4 ) ( 5 ) Common Stock 06/20/2023 M 1,985,877 A 2,121,339 I By Cava Act III Trust, LLC ( 4 ) ( 5 ) Common Stock 06/20/2023 M 3,565,926 A 5,687,265 I By Cava Act III Trust, LLC ( 4 ) ( 5 ) Common Stock 06/20/2023 M 5,957,634 A 5,957,634 I By Cava Act III, LLC ( 5 ) ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 3 ) 06/20/2023 M 135,462 ( 3 ) ( 3 ) Common Stock 135,462 $ 0 0 I By Cava Act III Trust, LLC ( 4 ) ( 5 ) Series D Preferred Stock ( 6 ) 06/20/2023 M 1,985,877 ( 6 ) ( 6 ) Common Stock 1,985,877 $ 0 0 I By Cava Act III Trust, LLC ( 4 ) ( 5 ) Series E Preferred Stock ( 7 ) 06/20/2023 M 3,565,926 ( 7 ) ( 7 ) Common Stock 3,565,926 $ 0 0 I By Cava Act III Trust, LLC ( 4 ) ( 5 ) Series E Preferred Stock ( 7 ) 06/20/2023 M 5,957,634 ( 7 ) ( 7 ) Common Stock 5,957,634 $ 0 0 I By Cava Act III, LLC ( 5 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAICH RONALD M C/O CAVA GROUP, INC. 14 RIDGE SQUARE NW, SUITE 500 WASHINGTON, DC20016 X X Cava Act III Trust, LLC 23 PRESCOTT ST. BROOKLINE, MA02446 X Cava Act III, LLC 23 PRESCOTT ST. BROOKLINE, MA02446 X Act III Holdings LLC 23 PRESCOTT ST. BROOKLINE, MA02446 X Signatures Cava Act III Trust, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer 06/22/2023 Signature of Reporting Person Date Cava Act III, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer 06/22/2023 Signature of Reporting Person Date Act III Holdings, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer 06/22/2023 Signature of Reporting Person Date /s/ Ronald M. Shaich 06/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a grant of restricted stock units ("RSU"), which vest in full on the earlier of (i) June 14, 2024 and (ii) the business day before the date of the next annual meeting of the stockholders of CAVA Group, Inc. (the "Issuer"), subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share (the "Common Stock") upon settlement. ( 2 )Includes unvested RSUs. ( 3 )Upon closing of the Issuer's initial public offering (the "IPO"), each share of Series A Preferred Stock beneficially owned by the reporting person automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series A Preferred Stock had no expiration date. ( 4 )Represents securities held by Cava Act III Trust, LLC. ( 5 )Cava Act III Trust, LLC is managed by Ronald M. Shaich and Cava Act III, LLC is managed by Act III Management, LLC, which is controlled by Mr. Shaich. Act III Holdings, LLC is the controlling holder of each of Cava Act III, LLC and Cava Act III Trust, LLC. Act III Holdings , LLC is controlled by Mr. Shaich. Each of the reporting persons disclaims beneficial ownership of the securities reported herein, except to the extent of such reporting person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the reporting persons are the beneficial owners of any securities reported herein. ( 6 )Upon closing of the Issuer's IPO, each share of Series D Preferred Stock beneficially owned by the reporting person automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series D Preferred Stock had no expiration date. ( 7 )Upon closing of the Issuer's IPO, each share of Series E Preferred Stock beneficially owned by the reporting person automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series E Preferred Stock had no expiration date. ( 8 )Represents securities held by Cava Act III, LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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