Cava Group, Inc 10-Q, filed May 20, 2026
Cava Group, Inc. (CAVA)
10-Q
2026-05-20
For: 2026-04-19
View Original
Added on
May 20, 2026
About this 10-Q
Cava Group, Inc filed this 10-Q on May 20, 2026, covering the quarter ended April 19, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended April 19, 2026
OR
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) | (Zip Code) | ||||
Registrant's telephone number, including area code
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
x | Accelerated filer | o | ||||||||||||
Non-accelerated filer | o | Smaller reporting company | ||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The registrant had 116,473,856 shares of common stock outstanding as of May 12, 2026.
Glossary
The following definitions apply to these terms as used in this Quarterly Report on Form 10-Q:
“Adjusted EBITDA” is defined as net income adjusted to exclude interest income, net, provision for (benefit from) income taxes, and depreciation and amortization, further adjusted to exclude equity-based compensation, other income, net, impairment and asset disposal costs, and executive transition costs, in each case, to the extent applicable in a given fiscal period. See “Non-GAAP Financial Measures” for a reconciliation of net income to Adjusted EBITDA for the periods presented;
“Adjusted EBITDA Margin” is defined as Adjusted EBITDA as a percentage of revenue;
“Average Unit Volume” or “AUV” represents total revenue of operating CAVA Restaurants that were open for the entire trailing thirteen periods and Digital Kitchens sales for such period divided by the number of operating CAVA Restaurants that were open for the entire trailing thirteen periods;
“CAVA Restaurant-Level Profit,” a segment measure of profit and loss, represents CAVA Revenue less food, beverage, and packaging, labor, occupancy, and other operating expenses, excluding depreciation and amortization. CAVA Restaurant-Level Profit excludes pre-opening costs;
“CAVA Restaurant-Level Profit Margin” represents CAVA Restaurant-Level Profit as a percentage of CAVA Revenue;
“CAVA Restaurants” is defined to include all CAVA restaurants and Hybrid Kitchens that are open or temporarily closed as of the end of the specific period. CAVA Restaurants exclude restaurants operating under license agreements and Digital Kitchens;
“CAVA Revenue” is defined to include all revenue attributable to CAVA restaurants in the specified period, excluding restaurants operating under license agreements;
“CPG” refers to consumer packaged goods;
“Digital Kitchen” is defined to include kitchens used for third-party marketplace and native delivery, Digital Order pick-up, and/or centralized catering production and that has neither in-restaurant dining nor customer-facing make lines;
“Digital Orders” means orders made through catering and digital channels, such as the CAVA app and the CAVA website. Digital Orders include orders fulfilled through third-party marketplace and native delivery and digital order pick-up;
“Digital Revenue Mix” represents the portion of CAVA Revenue related to Digital Orders as a percentage of total CAVA Revenue;
“Guest Traffic” means the number of entrees ordered in-restaurant and through Digital Orders;
“Hybrid Kitchen” is defined to include kitchens that have enhanced kitchen capabilities to support centralized catering production and that also have in-restaurant dining and customer-facing make lines;
“Net New CAVA Restaurant Openings” is defined as new CAVA restaurant openings during a specified reporting period, net of any permanent CAVA restaurant closures during the same period; and
“Same Restaurant Sales” is defined as the period-over-period sales comparison for CAVA restaurants that have been open for 365 days or longer.
We operate on a 52-week or 53-week fiscal year that ends on the last Sunday of the calendar year. In a 52-week fiscal year, the first fiscal quarter contains sixteen weeks and the second, third, and fourth fiscal quarters each contain twelve weeks. In a 53-week fiscal year, the first fiscal quarter contains sixteen weeks, the second and third fiscal quarters each contain twelve weeks, and the fourth fiscal quarter contains thirteen weeks. References to “thirteen periods” are to the 13 accounting periods we have in each fiscal year, with each accounting period being four weeks, except in a 53-week fiscal year which will contain one accounting period of five weeks.
Certain numerical figures have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
Cautionary Statement Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements relate to matters such as our industry, business strategy, goals, expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. These statements generally can be identified by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” “outlook,” the negative version of these words, or similar terms and phrases.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on management’s current expectations and are not guarantees of future performance. The forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify, including those described in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (our “Annual Report”). Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, and projections will result or be achieved. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control. We believe that these factors include but are not limited to the following: we operate in a highly competitive industry; our future growth depends on our ability to open new restaurants while managing our growth effectively and maintaining our culture, and our historical growth may not be indicative of our future growth; we may not be able to successfully identify appropriate locations and develop and expand our operations in existing and new markets; new restaurants may not be profitable and may negatively affect sales at our existing locations; negative changes in guest perception of our brand could negatively impact our business; our efforts to market our restaurants and brand may not be successful; food safety issues and food-borne illness concerns may harm our business; if we are unable to maintain or increase prices, our margins may decrease; the growth of our business depends on our ability to accurately predict guest trends and demand and successfully introduce new menu offerings and improve our existing menu offerings; we are subject to risks associated with leasing property; we may not be able to successfully expand our digital and delivery business, which is subject to risks outside of our control; our inability or failure to utilize, recognize, respond to, and effectively manage the immediacy of social media could have a material adverse effect on our business; we may not realize the anticipated benefits from past and potential future acquisitions, investments, or other strategic initiatives; we may not be able to manage our manufacturing and supply chain effectively, which may adversely affect our results of operations; our reliance on third parties could have an adverse effect on our business, financial condition, and results of operations; we may not successfully optimize, operate, and manage our production facilities; we may experience shortages, delays, or interruptions in the delivery of food items and other products; we may face increases in food, commodity, energy, and other costs; we may face increases in labor costs, labor shortages, and difficulties in our ability to identify, hire, train, motivate, and retain the right team members; our success depends on our ability to attract, develop, and retain our management team and key team members; security breaches of our information systems or data including in relation to the electronic processing of credit and debit card transactions, the CAVA app, or confidential guest or team member information (including personal information) may adversely affect our business; our business is subject to complex and evolving laws and regulations regarding privacy, data protection, and cybersecurity; we rely heavily on information technology systems, and failures of, or interruptions in, or not effectively scaling and adapting our information technology systems could harm our business; we are subject to extensive laws and regulatory requirements, and failure to comply with, or changes in, these laws or regulations could have an adverse impact on our business; economic factors and guest behavior trends, which are uncertain and largely beyond our control, may adversely affect guests’ behavior and our ability to maintain or increase sales at our restaurants; we are subject to evolving rules and regulations with respect to sustainability matters; climate change and volatile adverse weather conditions could adversely affect our restaurant sales or results of operations; and each of the other factors set forth in “Part I—Item 1A. Risk Factors” in our Annual Report, and in other reports filed with the United States Securities and Exchange Commission, all of which are available on the investor relations page of our website at investor.cava.com.
You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events or otherwise.
Table of Contents
| Page | |||||
| Part I - Financial Information | |||||
4 | |||||
| Part II - Other Information | |||||
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Part I - Financial Information
Item 1. Financial Statements
| CAVA GROUP, INC. | |||||||||||
| UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||
| (in thousands, except per share amount) | April 19, 2026 | December 28, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts receivable, net | |||||||||||
| Other accounts receivable | |||||||||||
Investments at fair value (amortized cost of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other | |||||||||||
| Operating lease liabilities, current | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and Contingencies (Note 9) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, par value $ | |||||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive (loss) income | ( | ||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | |||||||||||
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| CAVA GROUP, INC. | |||||||||||||||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
| Sixteen Weeks Ended | |||||||||||||||||||||||
| (in thousands, except per share amounts) | April 19, 2026 | April 20, 2025 | |||||||||||||||||||||
| Revenue | $ | $ | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Restaurant operating expenses (excluding depreciation and amortization) | |||||||||||||||||||||||
| Food, beverage, and packaging | |||||||||||||||||||||||
| Labor | |||||||||||||||||||||||
| Occupancy | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Total restaurant operating expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Pre-opening costs | |||||||||||||||||||||||
| Impairment and asset disposal costs | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest income, net | ( | ( | |||||||||||||||||||||
| Other income, net | ( | ( | |||||||||||||||||||||
| Income before taxes | |||||||||||||||||||||||
| Provision for (benefit from) income taxes | ( | ||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | |||||||||||||||||||||||
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| CAVA GROUP, INC. | ||||||||||||||||||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||||||||||||||||||
| Sixteen Weeks Ended | ||||||||||||||||||||||||||
| (in thousands) | April 19, 2026 | April 20, 2025 | ||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ||||||||||||||||||||||||||
| Unrealized loss on investments | ( | ( | ||||||||||||||||||||||||
| Total other comprehensive loss, net of tax | ( | ( | ||||||||||||||||||||||||
| Comprehensive income | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | ||||||||||||||||||||||||||
3
| CAVA GROUP, INC. | |||||||||||||||||||||||||||||||||||||||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balance—December 29, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Shares purchased under equity plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| RSU vesting | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance—April 20, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Balance—December 28, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Shares purchased under equity plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| RSU vesting | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance—April 19, 2026 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | |||||||||||||||||||||||||||||||||||||||||||||||
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| CAVA GROUP, INC. | |||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| Sixteen Weeks Ended | |||||||||||
| (in thousands) | April 19, 2026 | April 20, 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Unrealized gain on convertible promissory note | ( | ||||||||||
| Equity-based compensation | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Impairment and asset disposal costs | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Trade accounts receivable | ( | ( | |||||||||
| Other accounts receivable | ( | ||||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other | ( | ( | |||||||||
| Operating lease assets | ( | ( | |||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued expenses and other | ( | ||||||||||
| Operating lease liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Purchases of debt securities | ( | ( | |||||||||
| Proceeds from principal payments on debt securities | |||||||||||
| Investment in convertible promissory note | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Shares purchased under equity plans | |||||||||||
| Debt refinancing costs | ( | ||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents - beginning of year | |||||||||||
| Cash and cash equivalents - end of period | $ | $ | |||||||||
| Supplemental Disclosure of Cash Flow Information: | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Change in accrued purchases of property and equipment | |||||||||||
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | |||||||||||
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CAVA GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
CAVA Group, Inc. (together with its wholly owned subsidiaries, referred to as the “Company,” “CAVA,” “we,” “us,” and “our” unless specified otherwise) was formed as a Delaware corporation in 2015, and prior to that, the first CAVA restaurant opened in 2011 in Bethesda, Maryland. The Company is headquartered in Washington, D.C. and, as of April 19, 2026, the Company operated 459 fast-casual CAVA Restaurants in 29 states and Washington, D.C. The Company’s authentic Mediterranean cuisine unites taste and health, with a menu that features chef-curated and customizable bowls and pitas. The Company centrally produces dips, spreads, and certain dressing bases for use in its restaurants while also selling its dips, spreads, and prepared dressings in grocery stores.
Interim Financial Statements—The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and practices of the United States of America (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in annual financial statements presented in accordance with GAAP have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included.
Recently Adopted Accounting Standards—In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves income tax disclosures through enhanced disaggregation within the rate reconciliation table and disaggregation of income taxes paid by jurisdiction. The Company adopted the guidance beginning with its consolidated financial statements for the fiscal year ended December 28, 2025. The adoption of this guidance did not have a significant impact to the Company’s financial statement disclosures.
Recently Issued Accounting Standards—In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires disaggregation, in tabular presentation, of certain income statement expenses into different categories, such as purchases of inventory, employee compensation, and depreciation. The FASB issued an update in January 2025, ASU 2025-01, which clarifies the effective date of ASU 2024-03. The amendment is effective for fiscal years beginning after December 15, 2026 (the Company’s fiscal 2027), with early adoption permitted, and may be applied on a retrospective basis. The Company is currently evaluating the impact of adopting this ASU on its financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting guidance for costs incurred to develop or obtain internal-use software. The amendment aligns capitalization criteria with current development practices and eliminates separate guidance for website development costs. Under the new standard, capitalization of eligible costs begins when (i) management authorizes and commits to funding the project and (ii) it is probable that the project will be completed and the software will be used as intended. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 (the Company’s fiscal 2028), and may be applied prospectively, on a modified basis for in-process projects, or retrospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
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2. REVENUE
The Company’s revenue was as follows:
| Sixteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | April 19, 2026 | April 20, 2025 | |||||||||||||||||||||
| Restaurant revenue | $ | $ | |||||||||||||||||||||
| CPG revenue and other | |||||||||||||||||||||||
| Revenue | $ | $ | |||||||||||||||||||||
Revenue from the redemption of the Company’s gift cards and loyalty program is included in restaurant revenue.
Changes in the CAVA Rewards and gift card liabilities, which are included in accrued expenses and other on the accompanying unaudited condensed consolidated balance sheets, were as follows:
| Sixteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | April 19, 2026 | April 20, 2025 | |||||||||||||||||||||
| CAVA Rewards and gift card liabilities, beginning balance | $ | $ | |||||||||||||||||||||
| Revenue deferred - gift card purchases and CAVA Rewards points earned | |||||||||||||||||||||||
| Revenue recognized - redemptions and breakage | ( | ( | |||||||||||||||||||||
| CAVA Rewards and gift cards liabilities, ending balance | $ | $ | |||||||||||||||||||||
3. INVESTMENTS
Fixed income debt securities
The Company’s investments in fixed income debt securities were as follows:
| April 19, 2026 | |||||||||||||||||||||||
| (in thousands) | Gross unrealized | ||||||||||||||||||||||
| Security Type Category | Amortized Cost | Gains | Losses | Estimated Fair Value | |||||||||||||||||||
| Asset backed | $ | $ | $ | ( | $ | ||||||||||||||||||
| Commercial deposits | ( | ||||||||||||||||||||||
| Commercial paper | ( | ||||||||||||||||||||||
| Corporate bonds | ( | ||||||||||||||||||||||
| U.S. government bonds | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
| December 28, 2025 | |||||||||||||||||||||||
| (in thousands) | Gross unrealized | ||||||||||||||||||||||
| Security Type Category | Amortized Cost | Gains | Losses | Estimated Fair Value | |||||||||||||||||||
| Asset backed | $ | $ | $ | $ | |||||||||||||||||||
| Commercial deposits | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| U.S. government bonds | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
In determining credit losses on its investments in an unrealized loss position, the Company considers certain factors that may include, among others, severity of the unrealized loss, security type, industry sector, credit rating, yield to maturity, profitability, and stock performance. Based on the Company’s review of its investments in an unrealized loss position, it determined that the losses were due to non-credit factors and, therefore, it does not consider these securities to be credit impaired at April 19, 2026 or December 28, 2025. As of April 19, 2026 and December 28, 2025, the Company
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did not intend to sell any investments in an unrealized loss position, and it is not more likely than not that the Company will be required to sell any investments before recovery of their amortized cost basis.
Investments in fixed income debt securities by contractual maturities were as follows:
| April 19, 2026 | |||||||||||
| (in thousands) | Amortized Cost | Estimated Fair Value | |||||||||
| Less than one year | $ | $ | |||||||||
| 1.0 to 2.0 years | |||||||||||
| 2.0 to 3.0 years | |||||||||||
| More than 3.0 years | |||||||||||
| Total | $ | $ | |||||||||
Note Receivable
In the second quarter of fiscal 2025, the Company made a $5.0 million investment in a convertible promissory note of Hyphen Technologies, Inc., which develops and provides automated makelines designed to improve the speed and efficiency of food production. The Company is currently testing this technology in its digital business. During the sixteen weeks ended April 19, 2026, upon the achievement of a predefined milestone event, the Company made an additional $5.0 million investment in a convertible promissory note at terms substantially similar to the initial investment (collectively, the “Note Receivable”).
The Note Receivable is presented within other long-term assets on the accompanying unaudited condensed consolidated balance sheet. Refer to Note 4 (Fair Value) for more information. As of April 19, 2026 and December 28, 2025, the Company’s estimated fair value of the Note Receivable was $10.7 million and $5.3 million, respectively. The increase in the estimated fair value was primarily attributable to the additional investment described above, with the remaining increase recognized as a component of other income, net in the accompanying unaudited condensed consolidated statement of operations.
4. FAIR VALUE
Assets Measured at Fair Value on a Recurring Basis
Fixed income debt securities
The fair values of fixed income debt securities were based on the market values obtained from an independent asset management service. The asset management service utilizes the market approach in determining the fair values of the investments held by the Company. Typical inputs and assumptions to pricing models used to value the Company’s investments in fixed income debt securities include, but are not limited to, benchmark yields, reported trades, broker-dealer quotes, credit spreads, credit ratings, bond insurance (if applicable), benchmark securities, bids, offers, reference data, and industry and economic events. For asset backed securities, inputs and assumptions may also include the structure of issuance, characteristics of the issuer, collateral attributes, and prepayment speeds.
Note Receivable
The Company has elected to account for the Note Receivable described in Note 3 (Investments) under the fair value option. As a result, the embedded conversion feature, which would otherwise require bifurcation, is not accounted for separately. The fair value of the Note Receivable is determined under a market approach utilizing Level 3 inputs such as estimates of the equity value of the underlying business, volatility, and a probability-weighted expected time to exit.
8
The fair value of the Company’s assets that are measured on a recurring basis was as follows:
| (in thousands) | April 19, 2026 | ||||||||||||||||||||||||||||
| Security Type Category | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Asset backed | $ | $ | $ | $ | |||||||||||||||||||||||||
| Commercial deposits | |||||||||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||||||||
| U.S. government bonds | |||||||||||||||||||||||||||||
| Fixed income debt securities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Note Receivable | $ | $ | $ | $ | |||||||||||||||||||||||||
| (in thousands) | December 28, 2025 | ||||||||||||||||||||||||||||
| Security Type Category | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Asset backed | $ | $ | $ | $ | |||||||||||||||||||||||||
| Commercial deposits | |||||||||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||||||||
| U.S. government bonds | |||||||||||||||||||||||||||||
| Fixed income debt securities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Note Receivable | $ | $ | $ | $ | |||||||||||||||||||||||||
5. SUPPLEMENTAL BALANCE SHEET INFORMATION
Property and equipment, net
The Company’s property and equipment, net, were as follows:
| (in thousands) | April 19, 2026 | December 28, 2025 | |||||||||
| Land | $ | $ | |||||||||
| Building | |||||||||||
| Leasehold improvements | |||||||||||
| Equipment and other | |||||||||||
| Furniture and fixtures | |||||||||||
| Computer hardware and software | |||||||||||
| Construction in progress | |||||||||||
| Total property and equipment, gross | |||||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Total property and equipment, net | $ | $ | |||||||||
Construction in progress includes new restaurant openings and technology improvements.
9
Accrued expenses and other
The Company’s accrued expenses and other were as follows:
| (in thousands) | April 19, 2026 | December 28, 2025 | |||||||||
| Accrued payroll and payroll taxes | $ | $ | |||||||||
| Accrued capital purchases | |||||||||||
| Sales and use tax payable | |||||||||||
| Gift card and loyalty liabilities | |||||||||||
| Other accrued expenses | |||||||||||
| Total accrued expenses and other | $ | $ | |||||||||
6. DEBT
On March 20, 2026, the Company entered into Amendment No. 3 to the Credit Agreement dated March 11, 2022 (as amended, the “Credit Facility”), with JPMorgan Chase Bank, N.A. as administrative agent. Amendment No. 3 among other things, extended the maturity date from March 11, 2027 to March 20, 2031 and increased aggregate revolving commitments from $75.0 million to $150.0 million. Interest rates on loans under the Credit Facility are based on either: (i) the base rate plus an applicable margin ranging from 0.00 % to 1.25 % per annum or (ii) the Term Secured Overnight Financing Rate plus an applicable margin ranging from 1.00 % to 2.25 % per annum, in each case based on the Company’s Total Rent Adjusted Net Leverage Ratio (as defined in the Credit Facility). The Company is also required to pay a commitment fee for unused amounts under the Credit Facility, which ranges from 0.20 % to 0.30 % based on the Total Rent Adjusted Net Leverage Ratio. The Credit Facility is unconditionally guaranteed by the Company’s domestic restricted subsidiaries other than certain excluded subsidiaries and is secured, subject to certain exceptions, by a first-priority security interest in substantially all of the assets of the Company and the guarantors and a first-priority pledge of the capital stock of each subsidiary guarantor. The Credit Facility includes customary affirmative and negative covenants and events of default.
As of April 19, 2026, the Company had no borrowings under the Credit Facility and available borrowing capacity of $149.1 million, net of $0.9 million of outstanding letters of credit. As of April 19, 2026, the Company was in compliance with all financial and other covenants.
7. INCOME TAXES
Income taxes for the sixteen weeks ended April 19, 2026 have been included in the accompanying unaudited condensed consolidated financial statements on the basis of an estimated annual effective tax rate. In addition to the amount of tax resulting from applying the estimated annual effective tax rate to pre-tax income, the Company includes, when appropriate, certain items treated as discrete events to arrive at an estimated overall tax amount. The effective income tax rate for the sixteen weeks ended April 19, 2026 was 21.5 %, which includes the impact of a $2.2 million reduction to income tax expense associated with equity-based compensation. The effective tax rate for the sixteen weeks ended April 20, 2025 was a benefit of 26.3 % due to a $10.7 million reduction to income tax expense associated with equity-based compensation.
8. LEASES
The Company leases all of its CAVA Restaurants, its Digital Kitchens, its production facility in Laurel, Maryland, its food distribution center in Edison, New Jersey, its restaurant collaboration center in Washington, D.C., and its support centers in Brooklyn, New York, Manhattan, New York, and Plano, Texas. The Company determines if a contract contains a lease at inception and determines the classification of a lease, if necessary. Typically, restaurant leases have initial terms of 10 years and include five-year renewal options.
Supplemental disclosures of cash flow information related to leases were as follows:
| Sixteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | April 19, 2026 | April 20, 2025 | |||||||||||||||||||||
| Cash paid for operating lease liabilities | $ | $ | |||||||||||||||||||||
| Operating lease assets obtained in exchange for operating lease liabilities | |||||||||||||||||||||||
| Derecognition of operating lease assets due to termination or impairment | |||||||||||||||||||||||
10
9. COMMITMENTS AND CONTINGENCIES
Purchase Obligations—The Company enters into various purchase obligations in the ordinary course of business, generally of a short-term nature. Those that are binding primarily relate to amounts owed for produce and other ingredients and supplies, including supplies and materials used for new restaurant openings.
Letters of Credit—As of April 19, 2026 and December 28, 2025, the Company had six 0.9
Litigation—The Company is currently involved in various claims and legal actions that arise in the ordinary course of its business, including claims resulting from employment related matters. While the ultimate outcome and the costs associated with litigation are inherently uncertain and difficult to predict, as of the date hereof, the Company does not believe that any of its pending legal proceedings, most of which are covered by insurance, will have a material effect on the Company’s business, financial condition, results of operations, or cash flows. However, a significant increase in the number of these claims or an increase in uninsured amounts owed under successful claims could materially and adversely affect the Company’s business, financial condition, results of operations, or cash flows.
10. EQUITY-BASED COMPENSATION
The Company recognized equity-based compensation expense (including applicable payroll taxes) of $7.7 million during the sixteen weeks ended April 19, 2026, and $6.7 million during the sixteen weeks ended April 20, 2025, related to its equity incentive plans and employee stock purchase plan, recorded within general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.
Stock Options
A summary of the Company’s stock option activity is as follows:
| Weighted Average | |||||||||||||||||||||||
| (in thousands, except per share amounts) | Number Of Options | Exercise Price | Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||||||||
| Outstanding - December 28, 2025 | $ | $ | |||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited or expired | ( | ||||||||||||||||||||||
| Outstanding - April 19, 2026 | $ | $ | |||||||||||||||||||||
| Exercisable - April 19, 2026 | $ | ||||||||||||||||||||||
| Vested and expected to vest - April 19, 2026 | $ | $ | |||||||||||||||||||||
As of April 19, 2026, unrecognized compensation expense related to option awards was $7.3 million, which is expected to be recognized over a weighted-average period of 2.2 years.
11
Restricted Stock Units (“RSUs”)
During the first quarter of fiscal 2026, the Company granted RSUs that vest in equal annual installments over three years , subject to continued service. Historically, RSUs vested in equal annual installments over four years . The change in vesting term applies to awards granted in fiscal 2026 and does not modify the vesting terms of previously granted awards.
A summary of the Company’s RSU activity is as follows:
| (in thousands, except per share amounts) | Number of Units | Weighted-Average Grant Date Fair Value | Aggregate Intrinsic Value | ||||||||||||||
| Non-vested - December 28, 2025 | $ | $ | |||||||||||||||
| Granted | |||||||||||||||||
| Vested | ( | ||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Non-vested - April 19, 2026 | $ | $ | |||||||||||||||
As of April 19, 2026, unrecognized compensation expense related to RSU awards was $32.5 million, which is expected to be recognized over a weighted-average period of 2.5 years.
Performance-Based Restricted Stock Units (“PSUs”)
During the first quarter of fiscal 2026, the Company granted PSUs that vest at the end of a three-year performance period based on the achievement of specified performance conditions and subject to continued service. The number of shares that may be earned ranges from 0 % to 200 % of target, depending on actual performance against the applicable metrics. Compensation cost is recognized over the requisite service period based on the grant-date fair value of the awards and the number of awards expected to vest.
A summary of the Company’s PSU activity is as follows:
| (in thousands, except per share amounts) | Number of Units | Weighted-Average Grant Date Fair Value | Aggregate Intrinsic Value | ||||||||||||||
| Non-vested - December 28, 2025 | $ | $ | |||||||||||||||
| Granted | |||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Non-vested - April 19, 2026 | $ | $ | |||||||||||||||
Expected to vest - April 19, 20261 | $ | ||||||||||||||||
__________________
As of April 19, 2026, unrecognized compensation expense related to PSU awards was $6.8 million, which is expected to be recognized over a weighted-average period of 2.9 years.
12
11. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing net income by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of outstanding equity awards for the period using the treasury-stock method.
The following table sets forth the computation of earnings per common share:
| Sixteen Weeks Ended | |||||||||||||||||||||||
| (in thousands, except per share amounts) | April 19, 2026 | April 20, 2025 | |||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Dilutive awards | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
The following equity awards were excluded from the calculation of diluted earnings per share:
| Sixteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | April 19, 2026 | April 20, 2025 | |||||||||||||||||||||
| Antidilutive stock options | |||||||||||||||||||||||
| Antidilutive RSUs | |||||||||||||||||||||||
| Stock awards subject to performance conditions | |||||||||||||||||||||||
| Total common stock equivalents | |||||||||||||||||||||||
12. SEGMENT REPORTING
The Company’s operations are conducted as two operating segments: CAVA and CAVA Foods. CAVA includes the operations of all company-owned CAVA restaurants. CAVA Foods includes the production of dips, spreads, and certain dressing bases used in CAVA restaurants as well as sales from the Company’s CPG. These segments were determined on the same basis that the Company’s Chief Executive Officer (“CEO”), who is the chief operating decision maker (“CODM”), manages, evaluates, and makes key decisions regarding the business. The CODM does not manage the Company on a consolidated basis. CAVA Foods is below the quantitative thresholds for segment reporting purposes, resulting in CAVA being the Company’s one reportable segment. Other revenue and Other non-reportable segment profit include the Company’s CPG activity from CAVA Foods.
The CODM reviews segment performance and allocates resources based upon restaurant-level profit, which is defined as segment revenues less food, beverage, and packaging, labor, occupancy, and other operating expenses. Restaurant-level profit is used to measure the segment’s profitability as corporate-level expenses are excluded from such measure. The CODM uses restaurant-level profit for each segment in the annual budget to make decisions about the allocation of resources, with the monitoring of actual results to determine appropriate changes to such allocation. All segment revenue is earned in the United States, and all intersegment revenues have been eliminated. Intersegment revenues represent the sale, from CAVA Foods to CAVA, of dips, spreads, and certain dressing bases used in CAVA restaurants. Sales from external customers are derived principally from sales of food, beverage, and CPG. The Company does not rely on any major customers as sources of sales. As the CODM does not review asset information by segment, assets are reported only on a consolidated basis.
13
The following table presents financial information about the Company’s reportable segment and includes reconciliations of reportable segment revenue to consolidated revenue and reportable segment restaurant-level profit to income before taxes:
| Sixteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | April 19, 2026 | April 20, 2025 | |||||||||||||||||||||
| CAVA Revenue | $ | $ | |||||||||||||||||||||
| Reconciliation of reportable segment revenue to consolidated revenue: | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total consolidated revenue | $ | $ | |||||||||||||||||||||
| Significant CAVA segment expenses | |||||||||||||||||||||||
| Food, beverage, and packaging | $ | $ | |||||||||||||||||||||
| Labor | |||||||||||||||||||||||
| Occupancy | |||||||||||||||||||||||
Other operating expenses1 | |||||||||||||||||||||||
| Total CAVA segment expenses | |||||||||||||||||||||||
| CAVA restaurant-level profit | |||||||||||||||||||||||
| Reconciliation of total reportable segment restaurant-level profit to income before income taxes: | |||||||||||||||||||||||
| Other non-reportable segment profit | ( | ( | |||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Pre-opening costs | |||||||||||||||||||||||
| Impairment and asset disposal costs | |||||||||||||||||||||||
| Interest income, net | ( | ( | |||||||||||||||||||||
| Other income, net | ( | ( | |||||||||||||||||||||
| Income before taxes | $ | $ | |||||||||||||||||||||
__________________
14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 28, 2025 (our “2025 Annual Report”). In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties, and other factors outside the Company’s control, as well as assumptions, such as our plans, objectives, expectations, and intentions. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including those described under the sections entitled “Cautionary Statement Concerning Forward-Looking Statements” above and “Risk Factors” in our 2025 Annual Report.
Overview
CAVA Group, Inc. (together with its wholly owned subsidiaries, referred to as the “Company,” “CAVA,” “we,” “us,” and “our” unless specified otherwise) was formed as a Delaware corporation in 2015, and prior to that, the first CAVA restaurant opened in 2011 in Bethesda, Maryland. The Company is headquartered in Washington, D.C. and, as of April 19, 2026, the Company operates 459 fast-casual CAVA Restaurants in 29 states and Washington, D.C. The Company’s authentic Mediterranean cuisine unites taste and health, with a menu that features chef-curated and customizable bowls and pitas. The Company centrally produces dips, spreads, and certain dressing bases for use in its restaurants while also selling its dips, spreads, and prepared dressings in grocery stores.
Segments
The Company’s operations are conducted as two operating segments: CAVA and CAVA Foods. CAVA includes the operations of all company-owned CAVA restaurants. CAVA Foods includes the production of dips, spreads, and certain dressing bases used in CAVA restaurants as well as sales from the Company’s CPG business. These segments were determined on the same basis that the Company’s CEO, who is the CODM, manages, evaluates, and makes key decisions regarding the business. The CODM does not manage the Company on a consolidated basis.
CAVA Foods is below quantitative thresholds for segment reporting purposes, resulting in CAVA being the Company’s one reportable segment. The Company’s CPG operations are included in Other non-reportable segment. See Item 1. “Financial Statements,” Note 12 (Segment Reporting) for more information.
Key Performance Measures
In assessing the performance of our business, in addition to considering a variety of measures in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), our management team also considers a variety of other key performance measures, including non-GAAP measures. The key performance measures used by our management for determining how our business is performing are detailed in the table below.
We believe that these key performance measures provide useful information to users of our financial statements in understanding and evaluating our results of operations in the same manner as our management team. The presentation of these key performance measures, including Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures, is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. See “Non-GAAP Financial Measures” below.
15
The following table sets forth our key performance measures:
| Sixteen Weeks Ended | |||||||||||||||||||||||||||||||||||
($ in thousands) | April 19, 2026 | April 20, 2025 | Change | ||||||||||||||||||||||||||||||||
| CAVA Revenue | $ | 434,392 | $ | 328,482 | $ | 105,910 | |||||||||||||||||||||||||||||
| Same Restaurant Sales | 9.7 | % | 10.8 | % | (1.1) | % | |||||||||||||||||||||||||||||
| AUV | $ | 3,027 | $ | 2,933 | $ | 94 | |||||||||||||||||||||||||||||
| CAVA Restaurant-Level Profit | $ | 108,852 | $ | 82,305 | $ | 26,547 | |||||||||||||||||||||||||||||
| CAVA Restaurant-Level Profit Margin | 25.1 | % | 25.1 | % | — | % | |||||||||||||||||||||||||||||
| Net New CAVA Restaurant Openings | 20 | 15 | 5 | ||||||||||||||||||||||||||||||||
| Digital Revenue Mix | 39.9 | % | 38.0 | % | 1.9 | % | |||||||||||||||||||||||||||||
| Net income | $ | 23,566 | $ | 25,707 | $ | (2,141) | |||||||||||||||||||||||||||||
Adjusted EBITDA1 | $ | 61,734 | $ | 44,850 | $ | 16,884 | |||||||||||||||||||||||||||||
| Net income margin | 5.4 | % | 7.7 | % | (2.3) | % | |||||||||||||||||||||||||||||
Adjusted EBITDA margin1 | 14.1 | % | 13.5 | % | 0.6 | % | |||||||||||||||||||||||||||||
__________________
1 See “Non-GAAP Financial Measures” below for a discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of revenue.
CAVA Restaurants and Net New CAVA Restaurant Openings
The following table details CAVA Restaurant unit data:
| Sixteen Weeks Ended | |||||||||||||||||||||||
| April 19, 2026 | April 20, 2025 | ||||||||||||||||||||||
| CAVA Restaurants | |||||||||||||||||||||||
| Beginning of period | 439 | 367 | |||||||||||||||||||||
| New CAVA Restaurant openings | 21 | 15 | |||||||||||||||||||||
| Permanent closure | (1) | — | |||||||||||||||||||||
| End of period | 459 | 382 | |||||||||||||||||||||
Results of Operations
Our results of operations, on a consolidated basis and by segment, for the sixteen weeks ended April 19, 2026 and April 20, 2025, are set forth below.
Comparison of the sixteen weeks ended April 19, 2026 and April 20, 2025
Consolidated Results
The following table summarizes our consolidated results of operations:
| Sixteen Weeks Ended | |||||||||||||||||||||||||||||||||||
(in thousands) | April 19, 2026 | April 20, 2025 | Change | ||||||||||||||||||||||||||||||||
| $ | % of Revenue | $ | % of Revenue | $ | % | ||||||||||||||||||||||||||||||
| Revenue | $ | 438,270 | 100.0 | % | $ | 331,826 | 100.0 | % | $ | 106,444 | 32.1 | % | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Restaurant operating costs (excluding depreciation and amortization) | |||||||||||||||||||||||||||||||||||
| Food, beverage, and packaging | 127,678 | 29.1 | 97,559 | 29.4 | 30,119 | 30.9 | |||||||||||||||||||||||||||||
| Labor | 111,551 | 25.5 | 84,562 | 25.5 | 26,989 | 31.9 | |||||||||||||||||||||||||||||
| Occupancy | 29,857 | 6.8 | 24,408 | 7.4 | 5,449 | 22.3 | |||||||||||||||||||||||||||||
| Other operating expenses | 57,992 | 13.2 | 41,234 | 12.4 | 16,758 | 40.6 | |||||||||||||||||||||||||||||
16
| Total restaurant operating expenses | 327,078 | 74.6 | 247,763 | 74.7 | 79,315 | 32.0 | |||||||||||||||||||||||||||||
| General and administrative expenses | 51,590 | 11.8 | 41,394 | 12.5 | 10,196 | 24.6 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 25,466 | 5.8 | 20,811 | 6.3 | 4,655 | 22.4 | |||||||||||||||||||||||||||||
| Pre-opening costs | 6,161 | 1.4 | 4,481 | 1.4 | 1,680 | 37.5 | |||||||||||||||||||||||||||||
| Impairment and asset disposal costs | 2,718 | 0.6 | 1,667 | 0.5 | 1,051 | 63.0 | |||||||||||||||||||||||||||||
| Total operating expenses | 413,013 | 94.2 | 316,116 | 95.3 | 96,897 | 30.7 | |||||||||||||||||||||||||||||
| Income from operations | 25,257 | 5.8 | 15,710 | 4.7 | 9,547 | 60.8 | |||||||||||||||||||||||||||||
| Interest income, net | (4,082) | (0.9) | (4,617) | (1.4) | 535 | (11.6) | |||||||||||||||||||||||||||||
| Other income, net | (700) | (0.2) | (27) | — | (673) | N/M | |||||||||||||||||||||||||||||
| Income before taxes | 30,039 | 6.9 | 20,354 | 6.1 | 9,685 | 47.6 | |||||||||||||||||||||||||||||
| Provision for (benefit from) income taxes | 6,473 | 1.5 | (5,353) | (1.6) | 11,826 | N/M | |||||||||||||||||||||||||||||
| Net income | $ | 23,566 | 5.4 | % | $ | 25,707 | 7.7 | % | $ | (2,141) | (8.3) | % | |||||||||||||||||||||||
__________________
N/M data not meaningful
Revenue, Food, beverage, and packaging, Labor, Occupancy, and Other operating expenses:
The increases in Revenue, Food, beverage, and packaging, Labor, Occupancy, and Other operating expenses are primarily driven by the growth of our CAVA Segment. Refer to “CAVA Segment Results” below for more information.
General and administrative expenses:
The increase in general and administrative expenses was primarily due to investments to support future growth, higher performance-based incentive compensation, and higher equity-based compensation. As a percentage of revenue, general and administrative expenses decreased primarily due to leverage from higher sales, partially offset by the impact of the items noted above.
Depreciation and amortization:
The increase in depreciation and amortization was primarily driven by the addition of assets from the 92 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 20, 2025 and technology improvements.
Pre-opening costs:
The increase in pre-opening costs was due to a higher volume of new CAVA restaurants under construction.
Impairment and asset disposal costs:
The increase in impairment and asset disposal costs was primarily due to impairment charges related to certain operating lease assets and property and equipment, net.
Interest income, net:
The decrease in interest income, net, was due to lower interest rates on investments in fixed income debt securities and money market funds in the current year, partially offset by higher balances in these investments.
Other income, net:
The increase in other income, net, was primarily due to the fair value change recognized on a convertible promissory note described in Item 1, Financial Statements, Note 3 (Investments).
Provision for (benefit from) income taxes:
The effective income tax rate for the sixteen weeks ended April 19, 2026 and April 20, 2025 was 21.5% and (26.3)%, which include the impact of a $2.2 million and $10.7 million reduction to income tax expense associated with equity-based compensation, respectively.
17
CAVA Segment Results
The following table summarizes the results of the CAVA segment:
| Sixteen Weeks Ended | |||||||||||||||||||||||||||||||||||
| April 19, 2026 | April 20, 2025 | Change | |||||||||||||||||||||||||||||||||
(in thousands) | $ | % of Revenue | $ | % of Revenue | $ | % | |||||||||||||||||||||||||||||
Revenue | $ | 434,392 | 100.0 | % | $ | 328,482 | 100.0 | % | $ | 105,910 | 32.2 | % | |||||||||||||||||||||||
Restaurant operating expenses (excluding depreciation and amortization) | |||||||||||||||||||||||||||||||||||
| Food, beverage, and packaging | 126,418 | 29.1 | 96,224 | 29.3 | 30,194 | 31.4 | |||||||||||||||||||||||||||||
Labor | 111,551 | 25.7 | 84,562 | 25.7 | 26,989 | 31.9 | |||||||||||||||||||||||||||||
Occupancy | 29,857 | 6.9 | 24,408 | 7.4 | 5,449 | 22.3 | |||||||||||||||||||||||||||||
Other operating expenses | 57,714 | 13.3 | 40,983 | 12.5 | 16,731 | 40.8 | |||||||||||||||||||||||||||||
Total restaurant operating expenses | 325,540 | 74.9 | 246,177 | 74.9 | 79,363 | 32.2 | |||||||||||||||||||||||||||||
Restaurant-level profit | $ | 108,852 | 25.1 | % | $ | 82,305 | 25.1 | % | $ | 26,547 | 32.3 | % | |||||||||||||||||||||||
CAVA Revenue:
The increase in CAVA Revenue was primarily due to a $73.7 million increase from the 92 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 20, 2025. In addition, the increase in CAVA Revenue was driven by Same Restaurant Sales of 9.7%, which consisted of a 6.8% increase from Guest Traffic and a 2.9% increase from menu price and product mix.
CAVA food, beverage, and packaging:
The increase in CAVA food, beverage, and packaging was primarily due to a $22.1 million increase from the 92 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 20, 2025. The remainder of the increase was primarily due to Same Restaurant Sales of 9.7%. As a percentage of CAVA Revenue, CAVA food, beverage, and packaging decreased primarily due to improved mix.
CAVA labor:
The increase in CAVA labor was primarily due to the 92 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 20, 2025 and higher average hourly wages of 2%, including the expansion of our Assistant General Manager role. As a percentage of CAVA Revenue, CAVA labor remained flat due to the impact of higher sales, offset by the aforementioned incremental wage investments.
CAVA occupancy:
The increase in CAVA occupancy was primarily due to the 92 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 20, 2025. As a percentage of CAVA Revenue, CAVA occupancy decreased primarily due to operating leverage associated with higher sales.
CAVA other operating expenses:
The increase in CAVA other operating expenses was primarily due to the 92 Net New CAVA Restaurant Openings during or subsequent to the sixteen weeks ended April 20, 2025 and Same Restaurant Sales of 9.7%. As a percentage of CAVA Revenue, CAVA other operating expenses increased due to a higher mix of third-party delivery and other individually insignificant items, partially offset by operating leverage associated with higher sales.
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Other Results
The following table summarizes remaining activity related to CPG operations and the production of dips, spreads, and certain dressing bases used in CAVA restaurants:
| Sixteen Weeks Ended | |||||||||||||||||||||||||||||||||||
| April 19, 2026 | April 20, 2025 | Change | |||||||||||||||||||||||||||||||||
(in thousands) | $ | % of Revenue | $ | % of Revenue | $ | % | |||||||||||||||||||||||||||||
Revenue | $ | 3,878 | 100.0 | % | $ | 3,344 | 100.0 | % | $ | 534 | 16.0 | % | |||||||||||||||||||||||
| Food, beverage, and packaging | 1,260 | 32.5 | 1,335 | 39.9 | (75) | (5.6) | |||||||||||||||||||||||||||||
Other operating expenses | 278 | 7.2 | 251 | 7.5 | 27 | 10.8 | |||||||||||||||||||||||||||||
The increase in revenue noted above was primarily due to higher CPG sales. As a percentage of revenue, food, beverage, and packaging decreased due to lower raw material input costs.
Non-GAAP Financial Measures
In addition to our consolidated financial statements, which are prepared in accordance with GAAP, we present Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We believe these non-GAAP financial measures assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our operating performance. Management believes Adjusted EBITDA and Adjusted EBITDA margin are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses Adjusted EBITDA and Adjusted EBITDA margin to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone provide.
Adjusted EBITDA and Adjusted EBITDA margin are not recognized terms under GAAP and should not be considered as alternatives to net income or net income margin as measures of financial performance, or cash provided by operating activities as measures of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be measures of cash flow available for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. Because not all companies use identical calculations, the presentation of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.
Adjusted EBITDA and Adjusted EBITDA margin measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are:
•Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA does not reflect financing activities of our business;
•Adjusted EBITDA does not reflect period to period changes in taxes, income tax expense or the cash necessary to pay income taxes;
•Adjusted EBITDA does not reflect the impact of earnings or cash charges resulting from matters we consider not to be indicative of our ongoing operations;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
•other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA margin differently than we do, limiting their usefulness as comparative measures.
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Because of these limitations, Adjusted EBITDA and Adjusted EBITDA margin should not be considered as measures of discretionary cash available to invest in business growth or to reduce any applicable indebtedness.
The following table provides a reconciliation of net income to Adjusted EBITDA and net income margin to Adjusted EBITDA margin:
| Sixteen Weeks Ended | |||||||||||||||||||||||
(in thousands) | April 19, 2026 | April 20, 2025 | |||||||||||||||||||||
| Net income | $ | 23,566 | $ | 25,707 | |||||||||||||||||||
| Non-GAAP Adjustments | |||||||||||||||||||||||
| Interest income, net | (4,082) | (4,617) | |||||||||||||||||||||
| Provision for (benefit from) income taxes | 6,473 | (5,353) | |||||||||||||||||||||
| Depreciation and amortization | 25,466 | 20,811 | |||||||||||||||||||||
| Equity-based compensation | 7,748 | 6,662 | |||||||||||||||||||||
| Other income, net | (700) | (27) | |||||||||||||||||||||
| Impairment and asset disposal costs | 2,718 | 1,667 | |||||||||||||||||||||
| Executive transition costs | 545 | — | |||||||||||||||||||||
| Adjusted EBITDA | $ | 61,734 | $ | 44,850 | |||||||||||||||||||
| Revenue | $ | 438,270 | $ | 331,826 | |||||||||||||||||||
| Net income margin | 5.4 | % | 7.7 | % | |||||||||||||||||||
| Adjusted EBITDA margin | 14.1 | % | 13.5 | % | |||||||||||||||||||
Liquidity and Capital Resources
We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet our current and expected future operating needs. Our expected primary uses of cash on a short- and long-term basis are for the expansion of our restaurant base, working capital, and other capital expenditures.
We believe that cash provided by operating activities and existing cash on hand, together with amounts available under our Credit Facility, will be sufficient to satisfy our anticipated cash requirements for the next twelve months and foreseeable future, including our expected capital expenditures for expansion of our CAVA restaurant base, operating lease obligations, and working capital requirements. Our sources of liquidity could be affected by general macroeconomic conditions, as well as tariff policy and geopolitical tensions between the United States and foreign countries, as well as the factors described under the section entitled “Risk Factors” in our 2025 Annual Report. Depending on the severity and direct impact of these factors on us, we may not be able to secure additional financing on acceptable terms, or at all.
Cash Overview
We had cash and cash equivalents of $295.8 million and $282.9 million as of April 19, 2026 and December 28, 2025, respectively. In addition, we had investments in fixed income debt securities of $107.2 million and $110.1 million as of April 19, 2026 and December 28, 2025, respectively. For the sixteen weeks ended April 19, 2026, our operations were funded from cash flows from operations.
Cash Flows
The following table summarizes our cash flows:
| Sixteen Weeks Ended | Change | ||||||||||||||||||||||
(in thousands) | April 19, 2026 | April 20, 2025 | $ | % | |||||||||||||||||||
Net cash provided by operating activities | $ | 64,065 | $ | 38,577 | $ | 25,488 | 66.1 | % | |||||||||||||||
| Net cash used in investing activities | (50,603) | (115,836) | 65,233 | (56.3) | |||||||||||||||||||
Net cash (used in) provided by financing activities | (608) | 489 | (1,097) | (224.3) | |||||||||||||||||||
| Net change in cash and cash equivalents | $ | 12,854 | $ | (76,770) | $ | 89,624 | (116.7) | % | |||||||||||||||
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Operating Activities:
The increase in net cash provided by operating activities was primarily due to improved operating performance and favorable working capital changes primarily associated with higher performance-based incentive compensation.
Investing Activities:
The decrease in net cash used in investing activities was primarily due to launching an investment portfolio of fixed income debt securities in the first quarter of fiscal 2025 to optimize returns on our cash balance, partially offset by higher capital expenditures related to future new CAVA restaurant openings and an investment in a convertible promissory note described in Item 1, Financial Statements, Note 3 (Investments).
Financing Activities:
The change in net cash (used in) provided by financing activities was primarily due to fees associated with the refinancing of our credit agreement and a decrease in proceeds from shares acquired under equity plans in the sixteen weeks ended April 19, 2026 compared with the prior year period.
Material Cash Commitments
There have been no significant changes to the material cash commitments as disclosed in our 2025 Annual Report, other than those payments made in the ordinary course of business.
Credit Facility
Refer to Item 1, Financial Statements, Note 6 (Debt), for a description of our Credit Facility.
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates. We had no significant changes to our critical accounting estimates as described in our 2025 Annual Report.
Recent Accounting Pronouncements
Refer to Item 1, Financial Statements, Note 1 (Nature of Operations and Basis of Presentation).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to market risks, including commodity and food price risks, labor costs, effects of inflation, and interest rate risk. There have been no material changes to our exposure to market risks as described in our 2025 Annual Report.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
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Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended April 19, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings
The information required with respect to this Part II, Item 1 can be found under Financial Statements, Note 9 (Commitments and Contingencies), to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the sixteen weeks ended April 19, 2026, the following directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K:
Name and Title | Action | Date of Action | Scheduled Termination of Trading Period(*) | Security Covered | Maximum Number of Securities to be Sold Pursuant to the Rule 10b5-1 Trading Plan | ||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 15, 2026, the Company entered into a Separation Agreement and General Release with Kenneth R. Bertram, which contains certain severance benefits, as more particularly described under the heading “Separation Agreement with Robert Bertram” in the Company's Proxy Statement filed on April 24, 2026, which is incorporated by reference herein.
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Item 6. Exhibits
| Exhibit Number | Exhibit Description | Filed Herewith | ||||||
| 10.1 | X | |||||||
| 10.2 | X | |||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 31.1 | X | |||||||
| 31.2 | X | |||||||
| 32.1 * | X | |||||||
| 32.2 * | X | |||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document | X | ||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||
| X Filed Herewith | ||||||||
| * This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act. | ||||||||
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on May 19, 2026.
| CAVA GROUP, INC. | |||||
| By: | /s/ Tricia Tolivar | ||||
| Name: Tricia Tolivar | |||||
| Title: Chief Financial Officer (duly authorized officer and principal financial officer) | |||||
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Separation Agreement and General Release
This Separation Agreement and General Release (the “Agreement”) is entered into by and between Cava Holding Company (referred to throughout this Agreement as “Company”) and Kenneth R. Bertram (“Employee”). The term “Party” or “Parties” as used herein shall refer to Company, Employee, or both, as may be appropriate.
1.Last Day of Employment.
Company and Employee agree that Employee’s last day of employment with Company was April 17, 2026 (“Separation Date”). This Agreement shall become effective upon expiration of the Revocation Period (defined in Section 14 hereof), assuming no timely revocation.
Employee acknowledges and agrees that except as specifically provided in Section 2 hereof, all rights to compensation shall cease as of April 17, 2026 and all outstanding grants of equity (including, without limitation, stock options, restricted stock units and performance stock units) that are unvested as of April 17, 2026 are hereby cancelled and terminated in their entirety.
2.Consideration/Indemnification for Tax Consequences.
In consideration for Employee timely signing this Agreement and not timely revoking it, and complying with all covenants, terms, releases, waivers, and provisions hereof, consistent with the terms of the Executive Severance Plan, Company agrees:
(a)To provide to Employee continuing payments for a period of twelve (12) months, measured from the Separation Date, of Employee’s annualized base salary of $410,000.00 in accordance with Company’s regular payroll practices, less legal deductions, and withholdings. Company shall provide the payments referenced in this paragraph in accordance with the Company’s standard payroll process.
(b)To provide to Employee continuing monthly payments for a period of twelve (12) months, measured from the Separation Date, for Employee’s health insurance continuation coverage (“COBRA”) in an amount equal to the difference between (i) Employee’s monthly COBRA health insurance premiums and (ii) the last monthly group health insurance premium paid by Employee prior to the Separation Date. This continuing monthly payment shall be made in accordance with Company’s regular payroll practices and process, less legal deductions and withholdings. Company’s obligation to make the payments under this subsection (b) is contingent on Employee electing COBRA coverage and at all times complying with all requirements of COBRA. The Company’s obligation to make payments under this subsection (b) shall cease immediately in the event Employee becomes eligible to receive any health benefits as a result of subsequent employment after the Separation Date.
(c) The Company will not oppose the Employee’s efforts to exercise whatever rights Employee has to extend COBRA coverage beyond the twelve (12) months under applicable law.; provided, however, the Company will not, and has no obligation to, provide any payments to Employee or any insurance carrier to offset the cost of COBRA premiums. Employee acknowledges and agrees that upon expiration of the twelve (12) month period referenced in (b) above, Employee shall be responsible for the entire cost of COBRA coverage.
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(d)To provide to Employee a bonus of Seventy-Five Thousand Seven Hundred Dollars ($75,700), in lieu of the bonus payable under the Executive Severance Plan, for fiscal year 2026 less legal deductions and withholdings. Company shall provide this payment on Company’s next scheduled regular payroll subsequent to the expiration of the Revocation Period. For the avoidance of doubt, Employee acknowledges receipt of Employee’s bonus for fiscal year 2025.
(e)To vest, immediately upon expiration of the Revocation Period Five Thousand One Hundred Fourteen (5,114) restricted stock units (“RSUs”) granted to Employee on June 15, 2023, and originally scheduled to vest on June 14, 2026. Company shall follow Company’s standard procedure for reimbursement to Company of the required tax withholding payments (including Federal, state and local income taxes, Employee’s share of FICA and Medicare taxes, and any other taxes payable by Employee) on vesting of RSUs including requiring a “sell to cover” by Employee and delivery of remaining RSUs to Employee. These RSUs shall remain subject to the terms of CAVA’s Amended and Restated 2023 Equity Incentive Plan and the applicable award agreement.
(f)To vest, immediately upon expiration of the Revocation Period, Ten Thousand Fifty-Four (10,054) Non-Qualified Stock Options (“NSOs”) having an exercise price of $22.00 per share granted to Employee on June 14, 2023, and originally scheduled to vest on June 14, 2026. As a condition to exercise of these NSOs, Employee shall, immediately upon exercise, reimburse Company for all required withholding for Federal, state and local income taxes, Employee’s share of FICA and Medicare taxes, and any other taxes payable by Employee and required to be withheld by Company as a result of the exercise of these NSOs (the Required Withholding”). In addition, Company shall have the right to deduct the Required Withholding from any payments due to Employee under this Agreement. These NSOs shall have an exercise period of eighteen (18) months from the Separation Date, at which time all unexercised NSOs shall terminate in their entirety, and shall remain subject to the terms of CAVA’s Amended and Restated 2023 Equity Incentive Plan and the applicable award agreement.
(g)Employee acknowledges and agrees that Employee shall be solely responsible for payment of all Federal, state and local income tax , Employee’s share of FICA and Medicare tax, and any other taxes due from Employee as a result of the payments provided for in this Section 2 and for the taxable income resulting from the vesting or exercise of the RSUs and NSOs in subsections (c) and (d) above. Employee hereby agrees to pay his taxes and the Company agrees to pay its taxes with respect to the Employee’s income and other taxes on the payments made to the Employee and vesting provided for in this Section 2.
3.No Consideration Absent Execution of this Agreement.
Employee understands and agrees that Employee would not receive the monies and/or benefits specified in Paragraph 2 above, except for Employee’s timely execution and non-revocation of this Agreement and the fulfillment of the covenants, releases, waivers and promises contained herein.
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4.General Release, Claims Not Released and Related Provisions.
General Release of All Claims. Employee, on Employee’s own behalf and on behalf of Employee’s heirs, executors, administrators, successors, and assigns knowingly and voluntarily release and forever discharges Company, its direct and indirect parent corporations, affiliates, subsidiaries, divisions, predecessors, insurers, reinsurers, professional employment organizations, representatives, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries, both individually and in their business capacities (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of the following, as amended:
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•Title VII of the Civil Rights Act of 1964;
•Sections 1981 through 1988 of Title 42 of the United States Code;
•The Employee Retirement Income Security Act of 1974 (“ERISA”);
•The Internal Revenue Code of 1986;
•The Immigration Reform and Control Act;
•The Americans with Disabilities Act of 1990;
•The Worker Adjustment and Retraining Notification Act;
•The Fair Credit Reporting Act;
•The Family and Medical Leave Act;
•The Equal Pay Act;
•The Genetic Information Nondiscrimination Act of 2008;
•The Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”);
•Families First Coronavirus Response Act;
•The Pregnant Worker’s Fairness Act (“PWFA”);
•The Age Discrimination in Employment Act of 1967 (“ADEA”);
•Pennsylvania Human Relations Act – 43 P.S. §951 et seq.;
•Pennsylvania Minimum Wage Act, as amended – 43 P.S. §33.101 et seq.
•Pennsylvania Whistleblower Law – 43 P.S. §1421 et seq.
•Pennsylvania Equal Pay Law, as amended – 43 P.S. §336.1 et seq.
•The Pennsylvania Wage Payment and Collection Law;
•Pennsylvania’s Bona Fide Occupational Qualifications Rules;
•Pennsylvania’s Military Leave and Re-Employment Rights Laws;
•The Pennsylvania Criminal History Record Information Act;
•Any other federal, state or local law, rule, regulation, or ordinance; and
•Any public policy, contract, tort or common law including but not limited to any claims for wrongful discharge (actual or constructive) breach of implied or express contract, harassment of any kind, unpaid wages, vacation or sick leave pay, intentional or negligent inflection of emotional distress, or defamation.
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Claims Not Released. Employee is not waiving any rights Employee may have to: (i) Employee’s own vested or accrued employee benefits under Company’s qualified retirement benefit plans as of the Separation Date; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; and (iv) enforce this Agreement.
For its part, the Company hereby releases the Employee from any and all claims, known and unknown, asserted or unasserted, which the Company has or may have against the Employee as of the date of execution of this Agreement, except for claims with respect to Employee’s obligations under this Agreement and the Confidential and Proprietary Information and Non-Competition Agreement referenced in Section 9 hereof..
5.Governmental Agencies.
Nothing in this Agreement or any other agreement you may have signed or company policy, prohibits, prevents, or otherwise limits Employee from (1) reporting possible violations of federal or other law or regulations to any governmental agency, legislative, regulatory or judicial body, or law enforcement authority (e.g., EEOC, NLRB, SEC, DOJ, CFTC, U.S. Congress, or an Inspector General), (2) filing a charge or complaint with any such governmental entity, or (3) participating, testifying, or assisting in any investigation, hearing, or other proceeding brought by, in conjunction with, or otherwise under the authority of any such governmental entity. To the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies related to any alleged adverse employment action(s), except nothing in this Agreement prohibits, prevents, or otherwise limits Employee’s ability or right to seek or receive any monetary award or bounty from any such governmental agency in connection with protected “whistleblower” activity. Employee is also not required to notify or obtain permission from Company when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity.
6.Confidentiality and Proprietary Information.
6.1 Employee understands and acknowledges that in the course of his employment, he has received and/or has or had access to certain "Confidential Information" (as defined below) from the Company. Employee hereby acknowledges that such Confidential Information constitutes a valuable and proprietary asset of Company which Company desires to protect.
6.2 For purposes of this Agreement, “Confidential Information” shall include, but not be limited to, the following: this Agreement; trade secrets; operating techniques, procedures and methods; product specifications; customer lists and customer information (including, but not limited to catering customers and credit card information); customer information (including, but not limited to, credit card information); account information; price lists; discount schedules; budgets; correspondence with customers (including, but not limited to catering customers), vendors, competitors, employees, partners, franchisees or any other entity or person; drawings;
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software; samples; leads from any source; marketing techniques; procedures and methods; employee lists; internal financial reports (including, but not limited to, internal sales and/or profit and loss reports) of Company and its affiliates and/or franchisees; sourcing lists; recruiting lists; Company strategies, business plans, or research; and any other such proprietary information, but shall not include any such information which has become generally known to or available for use by the public other than by my act(s) or omission(s).
6.3 Employee agrees that Employee shall not, at any time, without the written authorization of Company or except as permitted under this Agreement: (i) disclose any Confidential Information to any person or entity for any purpose whatsoever; or (ii) make use of any Confidential Information for my own purposes or for the benefit of any other person or entity, other than Company, and it is expressly understood and agreed that this prohibition restricts me from using any Confidential Information in competition with Company at any time. Employee understands that he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
6.4 Employee understands that Employee’s obligations under this Section 6 are in addition to, and not in limitation of, Employee’s obligations under Company’s policies and procedures.
6.5 Employee agrees that all Work Product (defined below) and Intellectual Property Rights (defined below) shall be the sole and exclusive property of Company. “Work Product” means all writings, inventions, discoveries, ideas and other work product of any nature whatsoever that Employee created on his own or in collaboration with others during Employee’s employment with Company and that relates to the business, contemplated business, research or development of Company. “Intellectual Property Rights” means all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents and other intellectual property rights arising out of the Work Product, in any jurisdiction throughout the world, and all related rights of priority under international conventions. Employee acknowledges that, by reason of being employed by Company, all of the Work Product is, to the extent permitted by law, “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) and is the property of Company. To the extent that any Work Product is not “work made for hire,” Employee hereby irrevocably assigns to Company, for no additional consideration, Employee’s entire right, title and interest in and to all Work Product and Intellectual Property Rights therein. During and after Employee’s employment, Employee hereby agrees to reasonably cooperate with Company to (i) apply for, obtain, perfect and transfer to Company the Work Product and any Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (ii) maintain, protect
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and enforce the same. Employee hereby irrevocably grants Company power of attorney to execute and deliver any such documents on Employee’s behalf and in Employee’s name and to do all other lawfully permitted acts to transfer the Work Product to Company and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, in the event that Employee does not promptly cooperate with Company’s request. The power of attorney is coupled with an interest and shall not be affected by Employee’s subsequent incapacity.
7.Acknowledgments and Affirmations.
(a)Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Company. Nothing in this Agreement or these Affirmations is intended to impair Employee’s rights under whistleblower laws or cause Employee to disclose Employee’s participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity.
(a)Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits which are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee further affirms that Employee has submitted expense reports for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act and state and local leave and disability accommodation laws.
(b)Employee further affirms that Employee has no known or unreported workplace injuries or occupational diseases.
(c)Employee also affirms that Employee has not divulged any proprietary or confidential information of Company and will continue to maintain the confidentiality of such information consistent with Company’s policies and Employee’s agreement(s) with Company and/or common law. Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit against Company for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(d)Employee further affirms that Employee has not reported internally to Company any allegations of wrongdoing by Company or its officers, including any allegations of corporate fraud, and Employee has not been retaliated against for reporting or objecting to any such allegations internally to Company.
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(e)Employee agrees to reasonably cooperate with Company in regard to the transition of business matters handled by Employee during Employee’s employment with Company and in regard to any litigation brought by or against Company. Employee understands that Employee is not entitled to any compensation for any such cooperation beyond the consideration set forth above.
(f)Employee agrees to refrain from making statements that are disparaging or defamatory about Releasees, or Releasees’ customers, suppliers, or vendors, including but not limited to communications on social media websites such as Facebook, Twitter, LinkedIn, or Glassdoor on blogs, by text or email or other electronic means. For its part, the Company agrees to instruct the its Executive Leadership Team not to disparage or speak or write negatively about the Employee.
(g)Employee will direct all requests for employment verification or requests for Company to provide employment references to The Work Number at (800) 367-2884, code 18556, which shall provide Employee’s dates of employment and job title(s).
8.Return of Property.
Except as provided otherwise in this Agreement or by law, Employee affirms that Employee has returned, without copying or reproducing, all of Company’s property, documents, and/or any confidential information in Employee’s possession or control and understands such return is a condition precedent to receipt of the consideration set forth above.
Employee also affirms that Employee is in possession of all of Employee’s property that Employee had at Company’s premises and that Company is not in possession of any of Employee’s property. Employee understands that access to any Company owned or managed systems, such as electronic mail and shared folders, will be eliminated on Separation Date.
9.Non-Competition:
Employee has executed and delivered that certain Confidential and Proprietary Information and Non-Competition Agreement dated as of September 27, 2021, and executed in connection with the commencement of Employee’s employment with Company. Employee hereby acknowledges and agrees that the Confidential and Proprietary Information and Non-Competition Agreement remains in full force and effect and Employee covenants to comply with and be bound by the terms thereof. The parties recognize that the Employee is a practicing lawyer and that common law suggests that lawyers are not subject to non-competition covenants in certain circumstances.
10.Governing Law and Interpretation.
This Agreement shall be governed and conformed in accordance with the laws of the District of Columbia without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision
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shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
11.No Admission of Wrongdoing.
The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.
12.Amendment.
This Agreement may not be modified, altered, or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.
13.Entire Agreement.
This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties, except for any post-employment obligations including but not limited to post-employment non-competition obligations contained in any existing noncompetition agreement between Company and Employee, which shall remain in full force and effect according to their terms and are expressly reaffirmed and restated by Employee pursuant to this Agreement. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to accept this Agreement, except for those set forth in this Agreement.
14.Counterparts and Signatures.
This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by facsimile or electronic mail will have the same effect as the original signature.
EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING OF THIS AGREEMENT.
EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY-ONE (21) DAY CONSIDERATION PERIOD.
EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY ON WHICH EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT (THE “REVOCATION PERIOD”) AND THE AGREEMENT IS NOT ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO CAVA’S LEGAL DEPERTMENT VIA EMAIL AT LEGAL@CAVA.COM
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AND STATE, “I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT AND GENERAL RELEASE.”
EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE, AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.
The Parties knowingly and voluntarily sign this Agreement as of the date(s) set forth below:
COMPANY: | ||||||||||||||
Signed: | /s/ Kelly Costanza | Date: | 5/15/2026 | |||||||||||
Kelly Costanza | ||||||||||||||
Chief People officer | ||||||||||||||
KENNETH R. BERTRAM | ||||||||||||||
Signed: | /s/ Kenneth R. Bertram | |||||||||||||
Printed Name: | Kenneth R. Bertram | |||||||||||||
Date: | 5/8/2026 | |||||||||||||
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Exhibit 10.2
202[] PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE
UNDER THE
CAVA GROUP, INC.
AMENDED AND RESTATED
2023 EQUITY INCENTIVE PLAN
CAVA Group, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2023 Equity Incentive Plan, as it may be further amended and/or restated from time to time (the “Plan”), hereby grants to the Participant set forth below the target number of Performance-Based Restricted Stock Units (“PBRSUs”) set forth below (the “Target PBRSUs”), with a maximum number of PBRSUs that may be earned as set forth below (“Maximum PBRSUs”). The PBRSUs are subject to all terms and conditions as set forth herein, in the Performance-Based Restricted Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein (including Exhibit A attached to the Performance-Based Restricted Stock Unit Agreement) shall have the meaning set forth in the Plan.
| Participant: | [] | ||||
| Date of Grant: | [] | ||||
| Performance Period: | The applicable performance period is as set forth on Exhibit A attached to the Performance-Based Restricted Stock Unit Agreement. | ||||
| Target PBRSUs Granted: | [] | ||||
| Maximum PBRSUs: | [] | ||||
| Vesting Schedule: | [] | ||||
| Dividend Equivalents: | The PBRSUs will be credited with dividend equivalent payments as provided in Section 12(c)(iii) of the Plan. | ||||
* * *
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE, THE PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT INCLUDING EXHIBIT A ATTACHED THERETO, AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF PBRSUS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE, THE PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.
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| PARTICIPANT | |||||
| CAVA GROUP, INC. | |||||
| By: | |||||
| Title: | |||||
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202[] PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
CAVA GROUP, INC.
AMENDED AND RESTATED
2023 EQUITY INCENTIVE PLAN
Pursuant to the Performance-Based Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Performance-Based Restricted Stock Unit Agreement, including Exhibit A attached hereto (this “Performance-Based Restricted Stock Unit Agreement”), and the CAVA Group, Inc. Amended and Restated 2023 Equity Incentive Plan, as it may be further amended and/or restated from time to time (the “Plan”), CAVA Group, Inc., a Delaware corporation (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
1.Grant of Performance-Based Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the target number of Performance-Based Restricted Stock Units (“PBRSUs”) provided in the Grant Notice (the “Target PBRSUs”), with a maximum number of PBRSUs that may be earned as set forth in the Grant Notice (with each vested PBRSU representing an unfunded, unsecured right to receive one share of Common Stock). The Company may make one or more additional grants of PBRSUs to the Participant under this Performance-Based Restricted Stock Unit Agreement by providing the Participant with a new grant notice, which may also include any terms and conditions differing from this Performance-Based Restricted Stock Unit Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional PBRSUs hereunder and makes no implied promise to grant additional PBRSUs.
2.Vesting. Subject to the conditions contained herein and in the Plan, a number of PBRSUs shall vest as provided in the Grant Notice.
3.Settlement of PBRSUs. As soon as practicable following the completion of the Performance Period (but no later than March 15 of the year following the end of such Performance Period, the “Certification Date”), the Committee will determine and certify in writing the extent to which the Performance Targets have been achieved and the number of PBRSUs, if any, have vested, subject to the Participant’s continued employment or service with the Service Recipient through the Certification Date. Any PBRSUs that do not vest as a failure to achieve the Performance Targets will be immediately forfeited. The Company will deliver to the Participant, without charge, as soon as reasonably practicable (and, in any event, within two and one-half months) following the Certification Date, one share of Common Stock for each PBRSU
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(as adjusted under the Plan, as applicable) which becomes vested hereunder and such vested PBRSU shall be cancelled upon such delivery. The Company shall either (a) deliver, or cause to be delivered, to the Participant a certificate or certificates therefor, registered in the Participant’s name or (b) cause such shares of Common Stock to be credited to the Participant’s account at the third-party plan administrator. Notwithstanding anything in this Performance-Based Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Performance-Based Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares of Common Stock are listed for trading.
5.Treatment of PBRSUs Upon Termination. Except as set forth in the Grant Notice, in the event of a Participant’s Termination for any reason prior to the Certification Date (a) all vesting with respect to such Participant’s PBRSUs shall cease and (b) unvested PBRSUs shall be forfeited to the Company by the Participant for no consideration as of the date of Termination; provided, however, that in the case of a Termination as a result of the Participant’s death, a pro-rated amount of unvested PBRSUs will vest at Target, with the pro-rated amount being equal to (i) the number of months from the date of grant of the PBRSUs to the date of Participant’s death divided by (ii) the number of months in the Performance Period; and the remainder of the unvested PBRSUs will be forfeited without further action. Company; Participant.
(a)The term “Company” as used in this Performance-Based Restricted Stock Unit Agreement with reference to service shall include the Company and its Subsidiaries.
(b)Whenever the word “Participant” is used in any provision of this Performance-Based Restricted Stock Unit Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the PBRSUs may be transferred in accordance with Section 12(b) of the Plan, the word “Participant” shall be deemed to include such person or persons.
6.Detrimental Activity. For the avoidance of doubt, if the Committee determines that the Participant has engaged in Detrimental Activity, the Committee may, in its sole and absolute discretion, take any action under Section 12(v) of the Plan in respect of the PBRSUs granted hereunder, including cancelling any or all of the Participant’s outstanding PBRSUs or shares of Common Stock received upon the settlement of any PBRSU.
7.Non-Transferability. The PBRSUs are not transferable by the Participant except to Permitted Transferees in accordance with Section 12(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the PBRSUs, or of the rights represented
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thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the PBRSUs shall terminate and become of no further effect.
7.Rights as Stockholder. Subject to any dividend equivalent payments to be provided to the Participant in accordance with the Grant Notice and Section 12(c)(iii) of the Plan, the Participant or a Permitted Transferee of the PBRSUs shall have no rights as a stockholder with respect to any share of Common Stock underlying a PBRSU unless and until the Participant shall have become the holder of record or the beneficial owner of such share of Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.
8.Tax Withholding. The provisions of Section 12(d) of the Plan are incorporated herein by reference and made a part hereof. Except as otherwise prescribed by the Committee, the Participant shall satisfy such Participant’s withholding liability, if any, referred to in Section 12(d) of the Plan by having the number of shares of Common Stock necessary to satisfy applicable withholding tax obligations on the vesting date or settlement date, as applicable, automatically be released by the Participant from the shares of Common Stock otherwise deliverable to the Participant hereunder on such date to a broker or other third-party intermediary acceptable to the Company (the “Broker”) and sold in order to satisfy such withholding tax obligations (“Sell to Cover”). The Participant will be responsible for all third-party administration processing and other fees in connection with such Sell to Cover. In addition, the Participant may be subject to and taxed in respect of short-term capital gains or losses that reflect the difference in the withholding tax liability determined on the date that the PBRSUs vest and/or settle hereunder and the sales price actually achieved. In connection with the implementation of the foregoing Sell to Cover provision, the Participant hereby authorizes the Company to instruct the Broker to sell a number of shares of Common Stock to be issued upon the vesting or settlement of the PBRSUs to satisfy the minimum statutory withholding tax obligations, as described above. Notwithstanding anything in this Performance-Based Restricted Stock Unit Award Agreement to the contrary, the Participant acknowledges and agrees that the Sell to Cover provision may not cover the Participant’s full tax liability as it relates to the vesting and settlement of the PBRSUs and that the Participant shall remain fully responsible for his or her tax obligations in respect of the PBRSUs in all cases.
9.Notice. Every notice or other communication relating to this Performance-Based Restricted Stock Unit Agreement between the Company and the Participant shall be in writing, which may include by electronic mail, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until
6
some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company’s General Counsel or its designee, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted, or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
10.No Right to Continued Employment/Service. This Performance-Based Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as an employee, officer, director, or other service provider to the Company.
11.Binding Effect. This Performance-Based Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties hereto.
12.Waiver and Amendments. Except as otherwise set forth in Section 11 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Performance-Based Restricted Stock Unit Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
13.Governing Law. This Performance-Based Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Performance-Based Restricted Stock Unit Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Performance-Based Restricted Stock Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.
14.Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Performance-Based Restricted Stock Unit Agreement (including the Grant Notice), the Plan shall govern and control.
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15.Section 409A. It is intended that the PBRSUs granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder.
16.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the PBRSUs and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
17.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
18.Entire Agreement. This Performance-Based Restricted Stock Unit Agreement, the Grant Notice and the Plan constitute the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede all prior agreements and understandings of the parties, oral and written, with respect to such subject matter.
202[] PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
CAVA GROUP, INC.
AMENDED AND RESTATED
2023 EQUITY INCENTIVE PLAN
Exhibit A
Performance Period and Targets
Performance Period and Targets
The Performance Period begins on []and ends on [].
The Performance Targets under this Performance-Based Restricted Stock Unit Agreement are:
•An Adjusted Return on Invested Capital (“Adjusted ROIC”) Metric; and
•An Adjusted Diluted EPS Metric.
Inputs utilized in the Performance Targets will be computed in accordance with U.S. GAAP, as applicable, with 50% of the Target PBRSUs granted based on the Adjusted ROIC Metric and 50% of the Target PBRSUs granted based on the Adjusted Diluted EPS Metric.
Payouts will be determined on a straight-line interpolation basis for achievement between Threshold and Target and between Target and Maximum with a maximum total payout of 200%.
Adjusted ROIC Metric
The Adjusted ROIC Metric is based on the Company’s cumulative Adjusted Net Operating Profit After Tax for the Performance Period divided by Adjusted Invested Capital and shall exclude the impact of higher or lower stock-based compensation expense recorded under ASC 718 associated with the vesting of the PBRSU award relative to Target. For the avoidance of doubt, total stock-based compensation expense shall be recorded at Target for purposes of this metric, regardless of the actual vesting amount. The calculation is performed on a cumulative basis, the ratio of which is divided by the number of fiscal years in the Performance Period to reflect an annualized metric. Payouts under this metric will be determined as follows:
| Performance Level | Cumulative Adjusted ROIC | Payout Percentage | ||||||
| Threshold | [] | 25% | ||||||
| Target | [] | 100% | ||||||
| Maximum | [] | 200% | ||||||
For performance below threshold, there will be no payout.
For purposes of this performance metric:
“Adjusted Net Operating Profit After Tax” means earnings before interest and taxes plus operating lease interest minus income tax expense and adjusted as provided below under “Adjustments”.
“Adjusted Invested Capital” means total stockholders’ equity plus debt plus lease liability less non-operating cash and adjusted as provided below under “Adjustments”. Adjusted Invested Capital will be equal to the average of the Adjusted Invested Capital for each of fiscal years 2026 to 2028 inclusive. Adjusted Invested Capital for each such fiscal year shall be equal to the sum of the beginning and ending balance of Adjusted Invested Capital for such fiscal year divided by two.
Adjusted Diluted EPS Metric
The Adjusted Diluted EPS Metric is based on the Company’s cumulative Adjusted Diluted Earnings Per Share for the Performance Period and shall exclude the impact of higher or lower stock-based compensation expense recorded under ASC 718 and higher or lower diluted shares reflected under ASC 260 associated with the PBRSU award relative to Target. For the avoidance of doubt, total stock-based compensation expense and diluted shares outstanding shall be recorded at Target for purposes of this metric, regardless of the actual vesting amount. Payouts under this metric will be determined as follows:
| Performance Level | Cumulative Adjusted Diluted EPS | Payout Percentage | ||||||
| Threshold | [] | 25% | ||||||
| Target | [] | 100% | ||||||
| Maximum | [] | 200% | ||||||
For performance below threshold, there will be no payout.
For purposes of this performance metric:
“Adjusted Diluted Earnings Per Share” means Adjusted Net Income divided by diluted weighted-average common shares outstanding determined using the treasury stock method adjusted as provided below under “Adjustments”.
“Adjusted Net Income” means net income adjusted as provided below under “Adjustments”.
Adjustments
The Adjusted ROIC Metric and the Adjusted Diluted EPS Metric (and each of their components) shall be adjusted by the Committee as provided for and in accordance with Section 10(a) of the Plan.
In addition, the Adjusted ROIC Metric and the Adjusted Diluted EPS Metric shall be adjusted as follows: []
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brett Schulman, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of CAVA Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| May 19, 2026 | By: | /s/ Brett Schulman | ||||||
| Brett Schulman | ||||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tricia Tolivar, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of CAVA Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| May 19, 2026 | By: | /s/ Tricia Tolivar | ||||||
| Tricia Tolivar | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of CAVA Group, Inc. (the “Company”) for the quarterly period ended April 19, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brett Schulman, Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| May 19, 2026 | By: | /s/ Brett Schulman | ||||||
| Brett Schulman | ||||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of CAVA Group, Inc. (the “Company”) for the quarterly period ended April 19, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tricia Tolivar, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| May 19, 2026 | By: | /s/ Tricia Tolivar | ||||||
| Tricia Tolivar | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||