Sec Form 4 Filing - SHAICH RONALD M @ CAVA GROUP, INC. - 2024-06-05

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) _____ 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) 06/05/2024 (Street) WASHINGTON, DC20016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 06/05/2024 S 1,231,979 ( 1 ) D $ 87.25 5,000 ( 2 ) D Common Stock 06/05/2024 S 653,477 ( 1 ) D $ 87.25 0 I By SC 2018 Trust LLC Common Stock 06/05/2024 S 664,834 ( 1 ) D $ 87.25 0 I By SGC Trust LLC Common Stock 1,374,328 ( 3 ) I By Cava Act III, LLC ( 4 ) ( 5 ) Common Stock 5,687,265 I By Cava Act III Trust, LLC ( 5 ) ( 6 ) Common Stock 83,306 ( 7 ) I By Act III Holdings, LLC ( 5 ) ( 7 )

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 Signatures /s/ Ronald M. Shaich 06/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Cava Act III, LLC initiated pro-rata in-kind distributions of common stock, par value $0.001 ("Common Stock") of Cava Group, Inc. (the "Issuer") to its respective members on June 5, 2024, including distributions to Mr. Shaich and entities where Mr. Shaich serves as the investment manager with sole investment control. Represents the sale of Common Stock received in connection with such distributions, the receipt of which was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. ( 2 )Includes unvested restricted stock units. ( 3 )Balance reflects the in-kind distribution described in footnote (1) above. ( 4 )Represents Common Stock held by Cava Act III, 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. Mr. Shaich disclaims beneficial ownership of the securities reported herein, except to the extent of his 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, Mr. Shaich the beneficial owner of any securities reported herein. ( 6 )Represents Common Stock held by Cava Act III Trust, LLC. ( 7 )Represents Common Stock held by Act III Holdings, LLC received in the in-kind distribution described in footnote (1) above.

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