Sec Form 4 Filing - SHAICH RONALD M @ CAVA GROUP, INC. - 2024-03-04

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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O CAVA GROUP, INC., 14 RIDGE SQUARE NW, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2024 (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 03/04/2024 S 1,500,000 D $ 57.2 4,457,634 I By Cava Act III, LLC ( 1 ) ( 2 ) Common Stock 5,687,265 I By Cava Act III Trust, LLC ( 2 ) ( 3 ) Common Stock 5,000 ( 4 ) D

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

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 Former 10% Owner Cava Act III Trust, LLC 23 PRESCOTT ST. BROOKLINE, MA02446 Former 10% Owner Cava Act III, LLC 23 PRESCOTT ST. BROOKLINE, MA02446 Former 10% Owner Act III Holdings LLC 23 PRESCOTT ST. BROOKLINE, MA02446 Former 10% Owner Signatures Cava Act III Trust, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer 03/06/2024 Signature of Reporting Person Date Cava Act III, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer 03/06/2024 Signature of Reporting Person Date Act III Holdings, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer 03/06/2024 Signature of Reporting Person Date /s/ Ronald M. Shaich 03/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents securities held by Cava Act III, LLC. ( 2 )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. ( 3 )Represents securities held by Cava Act III Trust, LLC. ( 4 )Includes unvested RSUs.

Remarks: Following this transaction, Cava Act III Trust, LLC, Cava Act III, LLC and Act III Holdings, LLC are no longer beneficial owners of more than 10% of the Issuer's securities and as such, this filing represents an exit filing for each of Cava Act III Trust, LLC, Cava Act III, LLC and Act III Holdings, 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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