CAVA / CAVA Group, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 13, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 CAVA Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File N

CAVA GROUP REPORTS SECOND QUARTER 2025 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 20.3% INCLUDING CAVA SAME RESTAURANT SALES GROWTH OF 2.1% 16 NET NEW CAVA RESTAURANT OPENINGS DURING QUARTER SECOND QUARTER 2025 CAVA RESTAURANT-LEVEL PROFIT MARGIN

Exhibit 99.1 CAVA GROUP REPORTS SECOND QUARTER 2025 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 20.3% INCLUDING CAVA SAME RESTAURANT SALES GROWTH OF 2.1% 16 NET NEW CAVA RESTAURANT OPENINGS DURING QUARTER SECOND QUARTER 2025 CAVA RESTAURANT-LEVEL PROFIT MARGIN OF 26.3% WASHINGTON, D.C. (August 12, 2025) - CAVA Group, Inc. (NYSE: CAVA) (“CAVA Group” or the “Company”), the category-defining Medite

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 CAVA Group, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 20, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

CAVA GROUP REPORTS FIRST QUARTER 2025 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 28.2% INCLUDING CAVA SAME RESTAURANT SALES GROWTH OF 10.8% 15 NET NEW CAVA RESTAURANT OPENINGS DURING QUARTER FIRST QUARTER 2025 CAVA RESTAURANT-LEVEL PROFIT MARGIN O

Exhibit 99.1 CAVA GROUP REPORTS FIRST QUARTER 2025 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 28.2% INCLUDING CAVA SAME RESTAURANT SALES GROWTH OF 10.8% 15 NET NEW CAVA RESTAURANT OPENINGS DURING QUARTER FIRST QUARTER 2025 CAVA RESTAURANT-LEVEL PROFIT MARGIN OF 25.1% WASHINGTON, D.C. (May 15, 2025) - CAVA Group, Inc. (NYSE: CAVA) (“CAVA Group” or the “Company”), the category-defining Mediterran

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

CAVA Group, Inc. 2023

Exhibit 10.1 CAVA GROUP, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Amended and Restated CAVA Group, Inc. 2023 Equity Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Com

Subsidiaries of the Company.

Exhibit 21.1 SIGNIFICANT SUBSIDIARIES OF CAVA GROUP, INC. Following is a list of subsidiaries of CAVA Group, Inc., excluding certain subsidiaries that, in the aggregate as a single subsidiary, do not constitute a significant subsidiary. Subsidiary Name Jurisdiction Cava Foods, LLC Maryland CAVA Holding Company Delaware Cava Mezze Grill, LLC Maryland

Employment Agreement between CAVA Group, Inc. and

Exhibit 10.6 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made between Cava Group, Inc. (“Employer”) and Kelly Costanza (“Executive”) (together, the “Parties” and each a “Party”) effective as of May 20, 2022 (the “Effective Date”). WHEREAS, in the course of Executive’s employment by Employer, the Executive may receive, be taught, or otherwise have access

Description of Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 CAVA Group, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.0001 per share (our “common stock”). References herein to “we,” “us,” “our” and the “Company” r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41721 CAVA Group, Inc

Trading Policy

Exhibit 19.1 CAVA GROUP, INC. SECURITIES TRADING POLICY This Securities Trading Policy (“Policy”) contains the following sections: 1.0 General 2.0 Definitions 3.0 General Statement of Policy 4.0 Other Prohibited Transactions 5.0 Certain Limited Exceptions 6.0 Pre-clearance of Trades and Other Procedures 7.0 10b5-1 Plans 8.0 Potential Criminal and Civil Liability and/or Disciplinary Action 9.0 Brok

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File

CAVA GROUP REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2024 RESULTS FULL YEAR CAVA REVENUE GROWTH OF 35.1% (EXCLUDING 53RD WEEK OF FISCAL 2023) DRIVEN BY CAVA SAME RESTAURANT SALES GROWTH OF 13.4% 58 NET NEW CAVA RESTAURANT OPENINGS DURING FISCAL 202

Exhibit 99.1 CAVA GROUP REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2024 RESULTS FULL YEAR CAVA REVENUE GROWTH OF 35.1% (EXCLUDING 53RD WEEK OF FISCAL 2023) DRIVEN BY CAVA SAME RESTAURANT SALES GROWTH OF 13.4% 58 NET NEW CAVA RESTAURANT OPENINGS DURING FISCAL 2024 FULL YEAR CAVA RESTAURANT-LEVEL PROFIT MARGIN OF 25.0% WASHINGTON, D.C. (February 25, 2025) - CAVA Group, Inc. (NYSE: CAVA) (“CAVA Grou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 6, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

CAVA / CAVA Group, Inc. / Artal International S.C.A. - SC 13G/A Passive Investment

SC 13G/A 1 d784042dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1) CAVA Group, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 148929102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check th

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File

CAVA GROUP REPORTS THIRD QUARTER 2024 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 39.0% INCLUDING CAVA SAME RESTAURANT SALES GROWTH OF 18.1% 11 NET NEW CAVA RESTAURANT OPENINGS DURING QUARTER THIRD QUARTER 2024 CAVA RESTAURANT-LEVEL PROFIT MARGIN O

Exhibit 99.1 CAVA GROUP REPORTS THIRD QUARTER 2024 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 39.0% INCLUDING CAVA SAME RESTAURANT SALES GROWTH OF 18.1% 11 NET NEW CAVA RESTAURANT OPENINGS DURING QUARTER THIRD QUARTER 2024 CAVA RESTAURANT-LEVEL PROFIT MARGIN OF 25.6% WASHINGTON, D.C. (November 12, 2024) - CAVA Group, Inc. (NYSE: CAVA) (“CAVA Group” or the “Company”), the category-defining Medit

023 Equity Incentive Plan

Exhibit 10.1 CAVA GROUP, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Amended and Restated CAVA Group, Inc. 2023 Equity Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 14, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2024 CAVA Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2024 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File N

CAVA GROUP REPORTS SECOND QUARTER 2024 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 35.2% INCLUDING CAVA SAME RESTAURANT SALES GROWTH OF 14.4% 18 NET NEW CAVA RESTAURANT OPENINGS DURING QUARTER SECOND QUARTER 2024 CAVA RESTAURANT-LEVEL PROFIT MARGIN

Exhibit 99.1 CAVA GROUP REPORTS SECOND QUARTER 2024 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 35.2% INCLUDING CAVA SAME RESTAURANT SALES GROWTH OF 14.4% 18 NET NEW CAVA RESTAURANT OPENINGS DURING QUARTER SECOND QUARTER 2024 CAVA RESTAURANT-LEVEL PROFIT MARGIN OF 26.5% WASHINGTON, D.C. (August 22, 2024) - CAVA Group, Inc. (NYSE: CAVA) (“CAVA Group” or the “Company”), the category-defining Medit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 21, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

CAVA GROUP REPORTS FIRST QUARTER 2024 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 30.3% INCLUDING CAVA SAME RESTAURANT SALES GROWTH OF 2.3% 14 NET NEW CAVA RESTAURANT OPENINGS DURING QUARTER FIRST QUARTER 2024 CAVA RESTAURANT-LEVEL PROFIT MARGIN OF

Exhibit 99.1 CAVA GROUP REPORTS FIRST QUARTER 2024 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 30.3% INCLUDING CAVA SAME RESTAURANT SALES GROWTH OF 2.3% 14 NET NEW CAVA RESTAURANT OPENINGS DURING QUARTER FIRST QUARTER 2024 CAVA RESTAURANT-LEVEL PROFIT MARGIN OF 25.2% WASHINGTON, D.C. (May 28, 2024) - CAVA Group, Inc. (NYSE: CAVA) (“CAVA Group” or the “Company”), the category-defining Mediterrane

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 CAVA Group, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

DEFA14A

Your Vote Counts! CAVA GROUP , INC. 14 RIDGE SQUARE NW, SUITE 500 WASHINGTON, DC 20016 ATTN: CORPORATE SECRETARY CAVA GROUP , INC. 2024 Annual Meeting Vote by June 19, 2024 11:59 PM ET You invested in CAVA GROUP, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Description of Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 CAVA Group, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.0001 per share (our “common stock”). References herein to “we,” “us,” “our” and the “Company” r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41721 CAVA Group, Inc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File

Subsidiaries of the Company

Exhibit 21.1 SIGNIFICANT SUBSIDIARIES OF CAVA GROUP, INC. Following is a list of subsidiaries of CAVA Group, Inc., excluding certain subsidiaries that, in the aggregate as a single subsidiary, do not constitute a significant subsidiary. Subsidiary Name Jurisdiction Cava Foods, LLC Maryland CAVA Holding Company Delaware Cava Mezze Grill, LLC Maryland

CAVA Group, Inc. Incentive Compensation Clawback Policy

Exhibit 97.1 CAVA GROUP, INC. INCENTIVE COMPENSATION CLAWBACK POLICY (As Adopted on November 9, 2023 Pursuant to NYSE Rule 303A.14) 1. Overview. The People, Culture and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of CAVA Group, Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain in

CAVA GROUP REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2023 RESULTS FULL YEAR CAVA REVENUE GROWTH OF 59.8% DRIVEN BY CAVA SAME RESTAURANT SALES GROWTH OF 17.9% 72 NET NEW CAVA RESTAURANT OPENINGS DURING FISCAL 2023 FULL YEAR CAVA RESTAURANT-LEVEL PRO

CAVA GROUP REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2023 RESULTS FULL YEAR CAVA REVENUE GROWTH OF 59.

CAVA / CAVA Group, Inc. / Cava Act III, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CAVA GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 148929102 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

CAVA / CAVA Group, Inc. / Artal International S.C.A. - SC 13G Passive Investment

SC 13G 1 d691729dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) CAVA Group, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 148929102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro

JOINT FILING AGREEMENT

EX-99.1 2 d691729dex991.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.0001 per share, of CAVA Group, Inc. is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 01, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File

CAVA GROUP REPORTS THIRD QUARTER 2023 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 49.5% DRIVEN BY CAVA SAME RESTAURANT SALES GROWTH OF 14.1% THIRD QUARTER 2023 CAVA RESTAURANT-LEVEL PROFIT MARGIN OF 25.1% 11 NET NEW CAVA RESTAURANT OPENINGS DURING

CAVA GROUP REPORTS THIRD QUARTER 2023 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 49.

Employment Agreement between CAVA Group, Inc. and Ted Xenohristos, effective as of May 22, 2023 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2023).

Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made between CAVA Group, Inc. (“Employer”) and Ted Xenohristos (“Executive”) (together, the “Parties” and each a “Party”), dated August 10, 2023 and effective as of May 22, 2023 (the “Effective Date”). WHEREAS, in the course of Executive’s employment by Employer, the Executive may receive, be taught, or otherwise have

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 09, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File N

CAVA GROUP REPORTS SECOND QUARTER 2023 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 62.4% DRIVEN BY CAVA SAME RESTAURANT SALES GROWTH OF 18.2% SECOND QUARTER 2023 CAVA RESTAURANT-LEVEL PROFIT MARGIN OF 26.1%, 400 BASIS POINT INCREASE OVER SECOND QUA

CAVA GROUP REPORTS SECOND QUARTER 2023 RESULTS YEAR OVER YEAR CAVA REVENUE GROWTH OF 62.

CAVA / Cava Group Inc / T. Rowe Price Investment Management, Inc. - CAVA AS OF 06/30/2023 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) CAVA GROUP INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 148929102 (CUSIP NUMBER) June 30, 2023 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:

Seventh Amended and Restated Certificate of Incorporation of CAVA Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 20, 2023).

Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAVA GROUP, INC. * * * * * The present name of the corporation is CAVA Group, Inc. (the “Corporation”). The Corporation was incorporated under the name “Cava Group, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on February 27, 2015. This Seventh Amended a

CAVA Group, Inc. 2023 Executive Severance Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 20, 2023).

Exhibit 10.3 CAVA GROUP, INC. EXECUTIVE SEVERANCE PLAN Plan Document/Summary Plan Description CAVA Group, Inc. (the “Company”) has adopted the CAVA Group, Inc. Executive Severance Plan (the “Plan”) for the benefit of certain employees of the Company and its subsidiaries (hereinafter referred to as the “Company Group”), on the terms and conditions hereinafter stated, effective as of the Effective D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 CAVA Group, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41721 47-3426661 (State or other jurisdiction of incorporation) (Commission File Num

Employment Agreement between CAVA Group, Inc. and Brett Schulman, effective as of June 20, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 20, 2023).

Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 20, 2023 (the “Effective Date”) by and between CAVA Group, Inc., a Delaware corporation (the “Company”) and Brett Schulman (“Executive”). WHEREAS, Executive is currently employed by the Company as its Chief Executive Officer; WHEREAS, the Company desires to continue to employ Executiv

Amended and Restated Bylaws of CAVA Group, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 20, 2023).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CAVA GROUP, INC. ARTICLE I Offices SECTION 1.01Registered Office. The registered office and registered agent of CAVA Group, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere (and may cha

14,444,444 Shares CAVA GROUP, INC. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-272068 PROSPECTUS 14,444,444 Shares CAVA GROUP, INC. Common Stock This is CAVA Group, Inc.’s initial public offering of our common stock (“common stock”). We are offering 14,444,444 shares of common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price of our com

CAVA Group, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 4.6 filed with the Registrant’s Registration Statement on Form S-8 filed with the Commission on June 15, 2023).

Exhibit 4.6 CAVA GROUP, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the CAVA Group, Inc. 2023 Equity Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other members of the Company G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 47-3426661 (State of incorporation or organization) (I.R.S. Employer Identification No.) 14 Ridge Square NW, Suite 5

CAVA Group, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.10 filed with the Registrant’s Registration Statement on Form S-8 filed with the Commission on June 15, 2023).

Exhibit 4.10 CAVA GROUP, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide Eligible Employees with an opportunity to purchase shares of Common Stock through accumulated Contributions. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent wi

Calculation of Filing Fee Table Form S-8 (Form Type) CAVA Group, Inc. (Exact Name of Registrant as Specified in Its Charter)

EX-FILING FEES 2 exhibit107-sx8.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) CAVA Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(5) Maximum Aggregate Offering Price(5) Fee Rate Amount of Registration Fee E

As filed with the Securities and Exchange Commission on June 15, 2023.

As filed with the Securities and Exchange Commission on June 15, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 47-3426661 (State or other jurisdiction of incorporation or organization) (I.R.S. Employe

Simpson Thacher & Bartlett LLP 425 lexington avenue new york, ny 10017-3954 telephone: +1-212-455-2000 facsimile: +1-212-455-2502 Direct Dial Number (212) 455-3352 (212) 455-7862 E-mail Address [email protected] [email protected]

Simpson Thacher & Bartlett LLP 425 lexington avenue new york, ny 10017-3954 telephone: +1-212-455-2000 facsimile: +1-212-455-2502 Direct Dial Number (212) 455-3352 (212) 455-7862 E-mail Address kwallach@stblaw.

Form of Amended and Restated Employment Agreement between CAVA Group, Inc. and Brett Schulman.

Exhibit 10.14 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [•], 2023 (the “Effective Date”) by and between CAVA Group, Inc., a Delaware corporation (the “Company”) and Brett Schulman (“Executive”). WHEREAS, Executive is currently employed by the Company as its Chief Executive Officer; WHEREAS, the Company desires to continue to employ Executive a

As filed with the Securities and Exchange Commission on June 12, 2023.

Table of Contents As filed with the Securities and Exchange Commission on June 12, 2023.

Form of Standard Restricted Stock Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed on June 12, 2023).

Exhibit 10.9 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CAVA GROUP, INC. 2023 EQUITY INCENTIVE PLAN CAVA Group, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units

[Signature Page Follows]

June 12, 2023 VIA EDGAR Taylor Beech Donald Field Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

[Signature Page Follows]

June 12, 2023 VIA EDGAR Taylor Beech Donald Field Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Option Agreement under the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed on June 12, 2023).

Exhibit 10.7 CAVA GROUP, INC. STOCK OPTION GRANT NOTICE (2015 EQUITY INCENTIVE PLAN) CAVA GROUP, INC.. (the “Company”), pursuant to its 2015 Equity Incentive Plan (as amended, the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Op

Form of Restricted Stock Unit Award Agreement under the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed on June 12, 2023).

Exhibit 10.6 CAVA GROUP, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2015 EQUITY INCENTIVE PLAN) CAVA GROUP, INC. (the “Company”), pursuant to its 2015 Equity Incentive Plan (as amended, the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and i

Form of Non-Employee Director Restricted Stock Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed on June 12, 2023).

Exhibit 10.10 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CAVA GROUP, INC. 2023 EQUITY INCENTIVE PLAN CAVA Group, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units

Filing Fee Table.

EX-FILING FEES 2 exhibit107-sx1a2a.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CAVA Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Off

425 LEXINGTON AVENUE NEW YORK, NY 10017-3954

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Form of Option Award Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed on June 12, 2023).

Exhibit 10.11 OPTION GRANT NOTICE UNDER THE CAVA GROUP, INC. 2023 EQUITY INCENTIVE PLAN CAVA Group, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common Stock

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CAVA Group, Inc.

Amended and Restated Certificate of Incorporation

Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAVA GROUP, INC. Cava Group, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1.The amendment to the Sixth Amended and

As filed with the Securities and Exchange Commission on June 5, 2023.

Table of Contents As filed with the Securities and Exchange Commission on June 5, 2023.

Form of Underwriting Agreement.

Exhibit 1.1 CAVA Group, Inc. [l] Shares of Common Stock Underwriting Agreement [l], 2023 J.P. Morgan Securities LLC Jefferies LLC Citigroup Global Markets Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Citigroup Global Markets

Form of 2023 Employee Stock Purchase Plan.

Exhibit 10.7 CAVA GROUP, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide Eligible Employees with an opportunity to purchase shares of Common Stock through accumulated Contributions. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent wi

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number (212) 455-3352 (212) 455-7862 E-mail Address kwallach@stblaw.

Form of Seventh Amended and Restated Certificate of Incorporation of the Registrant.

Exhibit 3.5 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAVA GROUP, INC. * * * * * The present name of the corporation is CAVA Group, Inc. (the “Corporation”). The Corporation was incorporated under the name “Cava Group, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on February 27, 2015. This Seventh Amended a

Employment Agreement between CAVA Group, Inc. and Brett

Exhibit 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of , 2023 (the “Effective Date”) by and between CAVA Group, Inc., a Delaware corporation (the “Company”) and Brett Schulman (“Executive”). WHEREAS, Executive is currently employed by the Company as its Chief Executive Officer; WHEREAS, the Company desires to continue to employ Executive and t

Form of Amended and Restated Bylaws of the Registrant.

Exhibit 3.7 AMENDED AND RESTATED BYLAWS OF CAVA GROUP, INC. ARTICLE I Offices SECTION 1.01Registered Office. The registered office and registered agent of CAVA Group, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere (and may cha

Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of the Registrant, effective as of June 5, 2023.

Exhibit 3.4 CERTIFICATE OF AMENDMENT TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAVA GROUP, INC. CAVA Group, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1.The amendment to the Sixth Amended and

Form of 2023 Executive Severance Plan.

Exhibit 10.8 CAVA GROUP, INC. EXECUTIVE SEVERANCE PLAN Plan Document/Summary Plan Description CAVA Group, Inc. (the “Company”) has adopted the CAVA Group, Inc. Executive Severance Plan (the “Plan”) for the benefit of certain employees of the Company and its subsidiaries (hereinafter referred to as the “Company Group”), on the terms and conditions hereinafter stated, effective as of the Effective D

Form of 2023 Equity Incentive Plan.

Exhibit 10.6 CAVA GROUP, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the CAVA Group, Inc. 2023 Equity Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other members of the Company

Credit Agreement, dated as of March 11, 2022, by and among CAVA Group, Inc., as the borrower, JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender, and the other parties named therein.

Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of March 11, 2022 among CAVA GROUP, INC., as the Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and Issuing Banks, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, an Issuing Bank and Swingline Lender, JPMORGAN CHASE BANK, N.A. as Lead Arranger and Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Def

Amendment No. 2 to the Credit Agreement, dated as of February 15, 2023, among CAVA Group, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.3 AMENDMENT NO. 2 Dated as of February 15, 2023 to CREDIT AGREEMENT Dated as of March 11, 2022 THIS AMENDMENT NO. 2 to CREDIT AGREEMENT (this “Amendment”) is made as of February 15, 2023 by and among Cava Group, Inc. (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under

Power of Attorney

As filed with the Securities and Exchange Commission on May 19, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 5812 47-3426661 (State or other jurisdiction of incorporation or organization) (Primary St

Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAVA GROUP, INC. Cava Group, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1.Pursuant to Section 242 of the General Corporation Law, this Certificate of Ame

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CAVA Group, Inc.

Amendment No. 1 to the Credit Agreement, dated as of April 22, 2022, among CAVA Group, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.2 AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AMENDMENT NO. 1 TO THE CREDIT AGREEMENT, dated as of April 22, 2022 (this “Amendment”), to the Credit Agreement, dated as of March 11, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time the “Credit Agreement” and the Credit Agreement, as in effect prior to giving effect hereto, the “Existing Cr

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF CAVA GROUP, INC. The following is a list of subsidiaries of CAVA Group, Inc. Subsidiary Name Jurisdiction of Formation Cava Beverage Company LLC Texas Cava Beverage Holding Company LLC Texas Cava Foods, LLC Maryland Cava Holding Company Delaware Cava Mezze Grill, LLC Maryland Cava Mezze Grill Reagan, LLC Virginia Cava Table, LLC Delaware Soho Franchising, LLC Delaware

Fifth Amended and Restated Investors’ Rights Agreement, dated as of March 26, 2021, by and among CAVA Group, Inc. and the other parties named therein.

Exhibit 10.4 CAVA GROUP, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Form S-3 Demand 5 2.2 Company Registration 6 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 7 2.5 Furnish Information 8 2.6 Expenses of Registration 8 2.7 Delay of Registration 8 2.8 Indemnification 8 2.9 Reports Under Exchange Ac

Consent of Lauri Shanahan to be named as director nominee.

Exhibit 99.1 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registration Statement”) of CAVA Group, Inc.

Sixth Amended and Restated Certificate of Incorporation of the Registrant.

Exhibit 3.1 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAVA GROUP, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Cava Group, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name o

Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 _____________ TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number (212) 455-3352 (212) 455-7862 E-mail Address [email protected] [email protected]

Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number (212) 455-3352 (212) 455-7862 E-mail Address kwallach@stblaw.

Employment Agreement between CAVA Group, Inc. and Tricia Tolivar, effective as of October 27, 2020.

Exhibit 10.10 Confidential & Proprietary EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made between Cava Group, Inc., a Delaware corporation (“Employer” or “Company”) and Tricia Tolivar (“Executive”) (together, the “Parties” and each a “Party”), effective as of October 27, 2020 (the “Effective Date”). WHEREAS, in the course of Executive’s employment by Employer, the Executive

Bylaws of the Registrant, as currently in effect.

EX-3.5 5 exhibit35-sx1.htm EX-3.5 Exhibit 3.5 BYLAWS OF CAVA GROUP, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation of the corporation or as otherwise designated by the Board of Directors of the corporation. Section 2. Other Offices. The corporat

2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed on May 19, 2023).

Exhibit 10.5 CAVA GROUP, INC. 2015 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: March 24, 2021 APPROVED BY THE STOCKHOLDERS: March 25, 2021 TERMINATION DATE: MARCH 24, 2031 1. GENERAL. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The Plan provides for the grant of the following St

Employment Agreement between CAVA Group, Inc. and Jennifer Somers, effective as of October 11, 2021.

Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made between Cava Group, Inc., a Delaware corporation (“Employer” or “Company”) and Jennifer Somers (“Executive”) (together, the “Parties” and each a “Party”), effective as of October 11, 2021 (the “Effective Date”). WHEREAS, in the course of Executive’s employment by Employer, the Executive may receive, be taught or

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number E-mail Address (212) 455-3352 kwallach@stblaw.

As confidentially submitted with the Securities and Exchange Commission on April 14, 2023.

As confidentially submitted with the Securities and Exchange Commission on April 14, 2023.

Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 ___________ TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 DIRECT DIAL NUMBER (212) 455-3352 (212) 455-7862 E-MAIL ADDRESS [email protected] [email protected]

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As confidentially submitted with the Securities and Exchange Commission on March 17, 2023.

As confidentially submitted with the Securities and Exchange Commission on March 17, 2023.

AMENDMENT NO. 2 Dated as of February 15, 2023 CREDIT AGREEMENT Dated as of March 11, 2022

Exhibit 10.3 AMENDMENT NO. 2 Dated as of February 15, 2023 to CREDIT AGREEMENT Dated as of March 11, 2022 THIS AMENDMENT NO. 2 to CREDIT AGREEMENT (this “Amendment”) is made as of February 15, 2023 by and among Cava Group, Inc. (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

Exhibit 10.2 AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AMENDMENT NO. 1 TO THE CREDIT AGREEMENT, dated as of April 22, 2022 (this “Amendment”), to the Credit Agreement, dated as of March 11, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time the “Credit Agreement” and the Credit Agreement, as in effect prior to giving effect hereto, the “Existing Cr

CREDIT AGREEMENT dated as of March 11, 2022 CAVA GROUP, INC., as the Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and Issuing Banks, JPMORGAN CHASE BANK, N.A., as Administrative Agent, an Issuing Bank and Swingline Lender, JPMORGAN C

EX-10.1 2 filename2.htm Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of March 11, 2022 among CAVA GROUP, INC., as the Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and Issuing Banks, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, an Issuing Bank and Swingline Lender, JPMORGAN CHASE BANK, N.A. as Lead Arranger and Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFI

As confidentially submitted with the Securities and Exchange Commission on February 6, 2023.

DRS 1 filename1.htm As confidentially submitted with the Securities and Exchange Commission on February 6, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CONFIDENTIAL DRAFT SUBMISSION FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAVA Group, Inc. (Exact name of registrant as specified in its charter) Delaware 5812 47-3426661 (

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 DIRECT DIAL NUMBER (212) 455-3352 (212) 455-7862 E-MAIL ADDRESS kwallach@stblaw.