cava-20260424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

___________________________________

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Under §240.14a-12

CAVA GROUP, INC.

_________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒						No fee required.
☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

14 Ridge Square NW, Suite 500
Washington, D.C. 20016
Telephone: (202) 400-2920

April 24, 2026

Fellow Stockholders:

You are cordially invited to attend CAVA Group, Inc.’s 2026 Annual Meeting of Stockholders on Monday, June 22, 2026 at 11:30 a.m. (Eastern Daylight Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. To attend the Annual Meeting online, vote your shares electronically, and submit your questions during the live audio webcast, visit www.virtualshareholdermeeting.com/CAVA2026 and enter the control number shown on your Notice of Internet Availability of Proxy Materials. If you received a printed copy of the proxy materials, you will find your control number on the proxy card or the instructions that accompanied your proxy materials.

The enclosed Proxy Statement and accompanying proxy card are first being distributed or made available to stockholders, as the case may be, on or about April 24, 2026. Only CAVA stockholders of record at the close of business on April 23, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting. Whether or not you attend the Annual Meeting, your vote is important to us. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the Internet as soon as possible.

On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued support and interest in CAVA.

Sincerely,

Brett Schulman
Co-Founder & CEO


			CAVA Group, Inc. 14 Ridge Square NW, Suite 500 Washington, D.C. 20016

To Our Stockholders

Notice of Annual Meeting of Stockholders

Date:

Monday, June 22, 2026

Time:

11:30 a.m. Eastern Daylight Time

Place:

Virtually at www.virtualshareholdermeeting.com/CAVA2026

The principal business of the Annual Meeting will be to:

Elect two Class III directors to serve for a three-year term;

Approve, on an advisory basis, the compensation of our named executive officers;

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2026; and

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

You can vote at the Annual Meeting virtually or by proxy if you were a stockholder of record as of the close of business on April 23, 2026. By submitting your proxy (via the Internet, telephone or mail), you authorize Brett Schulman, Chief Executive Officer, and Tricia Tolivar, Chief Financial Officer, to represent you and vote your shares at the 2026 Annual Meeting in accordance with your instructions. They will also be authorized to vote your shares in their discretion on any other matters which may properly come before the Annual Meeting or at any postponement(s) or adjournment(s) of the meeting.

We are electronically disseminating our proxy materials to our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials via the Internet. The Notice also provides instructions on how to obtain paper copies of the proxy materials, if preferred. If you receive the Notice, you will not receive a paper copy of the proxy materials in the mail unless you request a copy.

Your vote is important. We encourage you to vote using the procedures described in the Notice or on your proxy card in advance of the Annual Meeting, whether or not you plan to attend.

By Order of the Board of Directors,

Brett Schulman
Co-Founder & CEO

YOUR VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 22, 2026:

The Notice of Annual Meeting, Proxy Statement and our 2025 Annual Report to Stockholders are available electronically at www.virtualshareholdermeeting.com/CAVA2026

Table of Contents


Proxy Summary			1
Voting Matters and Board Recommendations			1
Director Nominees			1
How to Vote			2
Proposal No. 1 - Election of Directors			3
Director Biographies			5
Corporate Governance			10
Corporate Governance Guidelines			10
Code of Business Conduct and Ethics			10
Director Independence			10
Communication with Directors			10
Background and Experience of Directors			11
Director Nominations			11
Board Leadership Structure			11
Risk Oversight			12
Indemnification Agreements with our Directors and Officers			12

Board Meetings and Committees			13
Stockholder Engagement			17
Security Ownership			19
Certain Beneficial Owners and Management			19
Director Compensation			22
Director Compensation Table			22
Executive Officers			24
Compensation Discussion and Analysis			26
202 5 Financial Highlights			26
Overview of the Company’s Compensation Programs			27
Principal Objectives of the Company’s Executive Compensation Program			27
Decision-Making Responsibility			27
Compensation Setting Process			28
Role of the Compensation Consultant			28
Compensation Peer Group			28
Elements of Compensation			29
Compensation Committee Report			36


Compensation Tables			37
Summary Compensation Table			37
Grants of Plan-Based Awards Table			38
Outstanding Equity Awards at Fiscal Year-End			40
Option Exercises and Stock Awards Vesting During 2024			41
Potential Payments upon Termination or Change in Control			42
CEO Pay Ratio			47
Pay Versus Performance Table			48
Equity Compensation Plan Information			52
Certain Relationships and Related-Party and Other Transactions			53

Proposal No. 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers			54

Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm			55

Audit Committee Report			57
Availability of Annual Report on Form 10-K			58
Questions and Answers			59
Other Business			65
Cautionary Statement Concerning Forward-Looking Statements			65
Procedure for Submitting Proposal			66
Householding			67
Appendix A - Reconciliation of Non-GAAP Financial Measures			A-1

Proxy Summary

This proxy statement (“Proxy Statement”) provides information in connection with the solicitation of proxies by the Board of Directors of CAVA Group, Inc., a Delaware corporation (the “Company” or “CAVA”) in connection with the Company’s 2026 Annual Meeting of Stockholders to be held on Monday, June 22, 2026 at 11:30 a.m. (Eastern Daylight Time). The following summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. A Notice of Internet Availability of Proxy Materials is being mailed to stockholders on or about April 24, 2026.

Voting Matters and Board of Directors Recommendations


Proposal		The Board’s Recommendations	Page

	Elect two Class III Directors to serve for a three-year term	FOR each Director Nominee	3
	Approve, on an advisory basis, the compensation of our named executive officers	FOR	54
	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2026	FOR	55

Director Nominees

Committee Memberships

Name and Principal Occupation

Independent

Age

Director Since

NGC

Class III

Brett Schulman

President & CEO of CAVA Group, Inc.

2010

James D. White

Former President & CEO of Jamba, Inc.

Yes

2022

Key to Committees:

Audit Committee

People, Culture and Compensation Committee

NGC

Nominating, Governance and Sustainability Committee

Chair

Member



CAVA Group, Inc.	1	2026 Proxy Statement

How to Vote

If, as of the close of business on April 23, 2026, you were a stockholder of record, you may vote your shares by proxy as described herein in advance of the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) through the Internet, by telephone, or by mail. Alternatively, you may attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/CAVA2026. To participate in the Annual Meeting, you will need to have your 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials, or if you received a printed copy of the proxy materials, your proxy card or the instructions that accompanied your proxy materials. For shares held through a broker, bank, or other nominee, you may vote by submitting voting instructions to your broker, bank, or other nominee in advance of the Annual Meeting or you may attend the Annual Meeting online and vote your shares electronically during the Annual Meeting. Please refer to the information from your broker, bank, or other nominee on how to submit voting instructions. To reduce our administrative costs and help the environment by conserving natural resources, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day, 7 days a week. You may revoke your proxy at the times and in the manner described in the “Questions and Answers” section beginning on page 59 of the Proxy Statement.

If you are a stockholder of record and submit your vote by proxy by mail, Internet, or telephone prior to the Annual Meeting, your vote must be received by 11:59 p.m., Eastern Daylight Time, on June 21, 2026 to be counted.

To vote by proxy prior to the Annual Meeting:

Internet*

Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.

Telephone*

Dial 1-800-690-6903 (toll-free within the United States, U.S. territories and Canada) and follow the recorded instructions, 24 hours a day, seven days a week.

Mail

Mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope, if you have received paper materials.

*You will need the 16-digit Control Number included on your Notice of Internet Availability of Proxy Materials or proxy card in order to vote by internet or telephone.



CAVA Group, Inc.	2	2026 Proxy Statement

Proposal No. 1
Election of Directors

Our Board of Directors currently consists of nine members. Our Board of Directors is divided into three classes, designated as Class I, Class II, and Class III. The term of office of the members of one class of directors expires each year in rotation so that the members of one class generally are elected at each annual meeting to serve for full three-year terms and until their successors are elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification, or removal.

The table below sets forth information with respect to our directors as of April 23, 2026:


Name	Age

Philippe Amouyal	67	Class I Directors - Term Expiring at the 2027 Annual Meeting

David Bosserman	69
Lauri Shanahan	63
Benjamin Felt	40	Class II Directors - Term Expiring at the 2028 Annual Meeting
Ronald Shaich	72
Theodoros Xenohristos	47

Brett Schulman	54	Class III Directors - Term Expiring at the 2026 Annual Meeting
James D. White	65
Karen Kochevar	63

There are three Class III directors whose terms expire at the 2026 Annual Meeting. Upon the recommendation of our Nominating, Governance and Sustainability Committee, our Board of Directors has nominated each of Brett Schulman and James D. White for re-election as Class III directors. Ms. Kochevar, after nine years of service, is retiring from the Board of Directors upon completion of her current term and will not be standing for re-election as a Class III Director at the 2026 Annual Meeting. Biographical information for each director and director nominee is contained in the following section. If elected at the 2026 Annual Meeting, each director nominee will serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation, retirement, disqualification, or removal. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of such substitute nominee(s) as the Board of Directors may designate, unless our Board of Directors chooses to reduce the number of directors serving on our Board of Directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the election of Brett Schulman and James D. White as Class III directors.

Under our amended and restated bylaws (as amended from time to time, the “Bylaws”), directors are elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. This means that the two Class III director nominees receiving the highest number of affirmative votes will be elected as directors. You may vote for or withhold authority to vote your shares with respect to any one or more of the director nominees. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will have no effect on the election of the nominees.



CAVA Group, Inc.	3	2026 Proxy Statement

Board of Directors Skills Matrix

The following matrix highlights key skills, qualifications, and experiences that are possessed by our directors. This information is not a complete list of each director’s strengths or contributions to the Board of Directors. The fact that a director is not designated as having a particular skill does not mean that the director would not be able to make a meaningful contribution to the Board of Directors’ decision-making or oversight in that area. Additional details on each director’s skills, qualifications, and experiences are set forth in their individual biographies on the following pages.

Skill

Philippe Amouyal

David Bosserman

Benjamin Felt

Karen Kochevar

Brett Schulman

Lauri Shanahan

Ronald Shaich

James D. White

Theodoros Xenohristos

CEO Experience

Public Company Leadership and Governance

Restaurant/Hospitality Industry Experience

Human Resources/Human Capital Management

Financial Expert/ Accounting/Auditing

Technology/Cybersecurity

Risk Management

Sales and Consumer Marketing

Real Estate

Corporate Social Responsibility

Investor Relations

Corporate Governance



CAVA Group, Inc.	4	2026 Proxy Statement

Director Biographies

The following is a brief biographical summary of the experience of our directors and director nominees:

Director Nominees


						Brett Schulman has served as our Chief Executive Officer and President, and as a member of our Board of Directors, since 2010. Mr. Schulman co-founded CAVA in 2010. Mr. Schulman was a Partner at Snikiddy Snacks, a nationally distributed snack food company, from 2006 to 2015 and served as its Chief Operating Officer from 2006 to 2010. Previously, he held various other financial positions, including as Vice President, at Deutsche Bank Alex. Brown and its predecessor Alex. Brown. Mr. Schulman received his B.A. in Behavioral and Social Sciences from the University of Maryland. MR. SCHULMAN WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS DEEP KNOWLEDGE OF OUR BUSINESS AND HIS SIGNIFICANT EXECUTIVE MANAGEMENT AND LEADERSHIP EXPERIENCE.

Brett Schulman — Age: 54 Director Since: 2010


						James D. White has served as a member of our Board of Directors since May 2022. Mr. White has served on the board of directors of The Honest Company since May 2021 and Simply Good Foods since 2019. Mr. White was previously the Chair, President and Chief Executive Officer of Jamba, from 2008 to 2016, and served as the Senior Vice President and General Manager of Consumer Brands at Safeway, a U.S. supermarket chain, from 2005 to 2008. Prior to Safeway, Mr. White held executive roles at Gillette and Nestlé Purina. Mr. White previously served on the board of directors of Panera Bread Company-JAB Holdings, Hillshire Brands Company, Medallia, and Adtalem Global Education. Mr. White received his B.S., with a major in Marketing, from The University of Missouri and his M.B.A. from Fontbonne University. He is also a graduate of the Cornell University Food Executive Program, and he was a Stanford University Distinguished Careers Institute Fellow in 2018. MR. WHITE WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE AS A PUBLIC COMPANY DIRECTOR AND EXECUTIVE.

James D. White — Age: 65 Director Since: 2022



CAVA Group, Inc.	5	2026 Proxy Statement

Other Current Directors


						Ronald Shaich has served as Chair of our Board of Directors since November 2018. Mr. Shaich is the Managing Partner and Chief Executive Officer of Act III Holdings, LLC, an investment vehicle that partners with consumer facing brands (“Act III”), which he founded in January 2018. Mr. Shaich also founded Panera Bread Company, where he served as Chief Executive Officer from 1984 to 2010 and from 2012 to 2017, and as a member of its board of directors from 1981 to 2018, including as Chair between 1988 and 2018. Mr. Shaich serves in a leadership or board advisory role to each of Act III’s privately-held portfolio companies including Tatte Bakery & Café, Life Alive Organic Café, Honest Greens Barcelona, and Level99. Mr. Shaich has also served on the board of directors of Whole Foods Market and as Chair of the Board of Trustees of Clark University and is currently a Clark trustee. Mr. Shaich received his B.A. in Political Science and Government and D.H.L. from Clark University and his M.B.A. from Harvard Business School. MR. SHAICH WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE IN CORPORATE GOVERNANCE AND LEADERSHIP IN THE RESTAURANT INDUSTRY.

Ronald Shaich — Age: 72 Director Since: 2018


						Philippe Amouyal has served as a member of our Board of Directors since November 2018. Mr. Amouyal has been a Managing Director of The Invus Group, LLC (“Invus”) since 1999. Previously, Mr. Amouyal worked at The Boston Consulting Group from 1984 to 1999, serving as a Vice President and Director and coordinating the global software and electronics practice from 1991 to 1999. Mr. Amouyal has served on the board of directors of Lexicon Pharmaceuticals since 2007 where he currently chairs the Compensation Committee. He currently serves on the board of directors of a number of private Artal and Invus portfolio companies. Mr. Amouyal previously served on the board of directors and the Compensation Committees of WW International and Blue Buffalo Pet Products. Mr. Amouyal received his M.S. in Engineering and his DEA in Technology Management from École Centrale Paris and was a Research Fellow at the Center for Policy Alternatives of the Massachusetts Institute of Technology. MR. AMOUYAL WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXTENSIVE KNOWLEDGE AND UNDERSTANDING OF CORPORATE STRATEGY, INFORMATION TECHNOLOGY, RESEARCH AND DEVELOPMENT, AND MANAGEMENT OPERATIONS AND STRUCTURES.

Philippe Amouyal — Age: 67 Director Since: 2018



CAVA Group, Inc.	6	2026 Proxy Statement


						David Bosserman has served as a member of our Board of Directors since December 2019, and he also served as our Interim Chief Financial Officer from August 2020 to November 2020. Mr. Bosserman has served as a Senior Advisor to SWaN & Legend Advisors, LLC (“SWaN”) since 2018, and was a Managing Director at SWaN from 2013 to 2018. Mr. Bosserman previously held senior executive positions, including serving as Senior Vice President, Chief Financial Officer, and Chief Operating Officer, at NEW Asurion Corporation, from 2001 through 2013. Mr. Bosserman served as Chief Financial Officer at worldweb.net from 2000 to its sale in 2001, and as Executive Vice President, Chief Financial Officer and Treasurer of Best Software from 1992 until its sale in 2000, and led its initial public offering in 1997. Mr. Bosserman currently serves as an advisor to SWaN portfolio companies, where he provides financial and operating guidance. Mr. Bosserman also provides various consulting services on financial and operating matters to a company in the transportation, moving and storage space. Mr. Bosserman previously served on the board of directors of BigTeams and on the board of directors and audit committee of Motionsoft. Mr. Bosserman received his B.S. in Accounting from Arizona State University. Mr. Bosserman was a licensed CPA. MR. BOSSERMAN WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE IN ACCOUNTING AND AUDITING AND HIS EXPERIENCE SERVING ON AUDIT COMMITTEES AND BOARDS.

David Bosserman — Age: 69 Director Since: 2019


						Benjamin Felt has served as a member of our Board of Directors since November 2018. Mr. Felt is a Managing Director of Invus, which he joined in 2009. Mr. Felt has served on the boards of a number of private Artal and Invus portfolio companies. Prior to joining Invus, Mr. Felt was a management consultant with The Boston Consulting Group from 2007 to 2009. Mr. Felt is the Board President of The Door, a social services non-profit in New York City. Mr. Felt received his B.A. in Economics from Yale University. MR. FELT WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS KNOWLEDGE AND UNDERSTANDING OF BUSINESS AND CORPORATE STRATEGY AND THE CONSUMER SECTOR.

Benjamin Felt — Age: 40 Director Since: 2018



CAVA Group, Inc.	7	2026 Proxy Statement


						Lauri Shanahan has served as a member of our Board of Directors since June 2023. Ms. Shanahan has served on the board of directors of Deckers Brands since 2011. Ms. Shanahan is also a principal of the consulting firm Maroon Peak Advisors, which she founded in 2009. Ms. Shanahan worked at Gap Inc. from October 1992 to March 2008, serving in numerous leadership roles including chief administrative officer, chief legal officer, and corporate secretary. Ms. Shanahan previously served on the board of directors of Treasury Wine Estates, Cedar Fair Entertainment, G Squared Ascend I, and Charlotte Russe Holdings. Ms. Shanahan received her B.S. in Finance from the University of Colorado Boulder and her J.D. from UCLA Law School. MS. SHANAHAN WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HER SUBSTANTIAL PUBLIC COMPANY LEADERSHIP AND BOARD EXPERIENCE IN THE CONSUMER GOODS, RETAIL AND HOSPITALITY INDUSTRIES.

Lauri Shanahan — Age: 63 Director Since: 2023


						Theodoros Xenohristos has served as our Chief Concept Officer since November 2020 and as a member of our Board of Directors since 2010. Mr. Xenohristos created the CAVA brand and co-founded CAVA Mezze in 2006. Mr. Xenohristos co-founded CAVA in 2010 and has, since then, served as an advisor to CAVA’s Chief Executive Officer and President, Brett Schulman, providing expertise on a broad range of matters, including culinary and brand. MR. XENOHRISTOS WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS DEEP KNOWLEDGE OF OUR BUSINESS.

Theodoros Xenohristos — Age: 47 Director Since: 2010



CAVA Group, Inc.	8	2026 Proxy Statement

Retiring Director


						Karen Kochevar has served as a member of our Board of Directors since October 2016. Since 2015, Ms. Kochevar has served as an independent board member for private equity-owned growth companies in the United States, Europe, and the Middle East. Ms. Kochevar was a Partner and Chief Financial Officer of Union Square Hospitality Group (“USHG”), the parent company and creator of Shake Shack and several other hospitality businesses, from 2011 until her retirement from the company in 2014. Before that time, she served in finance and corporate development leadership roles at USHG from 2005 to 2011. Prior to her career in hospitality, Ms. Kochevar worked in financial services for more than a decade, including in private equity at Warburg Pincus and Three Cities Research (an affiliate of Quilvest), and in investment banking at Lehman Brothers. Ms. Kochevar currently serves as a trustee of the Brown Brothers Harriman U.S. mutual fund complex. Ms. Kochevar received her A.B. in International Relations from Stanford University and her M.B.A., with distinction in Finance, from the Wharton School at the University of Pennsylvania. MS. KOCHEVAR WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HER KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND STRATEGIC PLANNING, HER EXPERIENCE WORKING WITH ICONIC RESTAURANT BRANDS, AND HER EXPERIENCE WITH AUDIT COMMITTEES AND BOARDS.

Karen Kochevar — Age: 63 Director Since: 2016




VOTE The Board of Directors recommends a vote "FOR" the election of each of Brett Schulman and James D. White as Class III directors.



CAVA Group, Inc.	9	2026 Proxy Statement

Corporate Governance

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines, which describe certain principles and practices that inform the work of the Board of Directors. These guidelines address, among other topics, the role and responsibilities of our directors, the structure and composition of our Board of Directors, the conduct of Board of Directors meetings, and corporate governance policies applicable to the Board of Directors in general. The Corporate Governance Guidelines are subject to periodic reviews by our Nominating, Governance and Sustainability Committee and may be modified by our Board of Directors. The full text of our Corporate Governance Guidelines is available on our website at https://investor.cava.com/governance/governance-documents/.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), which applies to all of our employees, officers, and directors, including our chief executive officer ("CEO"), our chief financial officer, chief accounting officer, and our other executive and senior officers. The full text of the Code of Conduct is available on our website at https://investor.cava.com/governance/governance-documents/. We will, if required, timely disclose any amendments to the Code of Conduct or waivers of the Code of Conduct for directors and executive officers on the same website.

Director Independence

Pursuant to the corporate governance listing standards of the New York Stock Exchange (“NYSE”) and our Corporate Governance Guidelines, a director employed by us cannot be deemed to be an “independent director.” Each other director will qualify as “independent” only if our Board of Directors affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder, or officer of an organization that has a relationship with us. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship.

Our Board of Directors have affirmatively determined that each of Philippe Amouyal, David Bosserman, Benjamin Felt, Karen Kochevar, James D. White, Lauri Shanahan, and Ronald Shaich qualify as “independent” in accordance with the NYSE rules. In making its independence determinations, our Board of Directors considered and reviewed all information known to it (including information identified through directors’ questionnaires).

Communications with Directors

Interested parties may communicate with the chair of any of the Audit, Nominating and Governance and People, Culture and Compensation Committees, any then-serving Lead Director or the director designated by the non-management or independent directors as the presiding director, or to the non-management or independent directors as a group by mailing correspondence to: CAVA Group, Inc., 14 Ridge Square NW, Suite 500, Washington, DC 20016, Attention: Chief Legal Officer. The Chief Legal Officer or his or her designee shall initially review and compile all such communications and may summarize such communications prior to forwarding to the appropriate party. The Chief Legal Officer or his or her designee will not forward communications that are not relevant to the duties and responsibilities of the Board of Directors and are more appropriately addressed by management, including solicitations, job inquiries, surveys, advertisements or other inappropriate material. Communications of a material nature that relate to accounting, internal accounting controls, or auditing matters will be referred to the Chair of the Audit Committee of the Board of Directors (the “Audit Committee”).



CAVA Group, Inc.	10	2026 Proxy Statement

Background and Experience of Directors

When considering whether directors and nominees have the experience, qualifications, attributes, or skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, our Board of Directors focused primarily on each person’s background, experience and skills as reflected in the information discussed in each of the directors’ individual biographies and the skills matrix set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Director Nominations

The Nominating, Governance and Sustainability Committee is responsible for identifying, evaluating, and recommending nominees for election to our Board of Directors. The Nominating, Governance and Sustainability Committee may consider certain individual qualifications of the prospective nominee, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought, and an ability to work collegially with the other members of the Board of Directors, as well as any other factors it considers appropriate, which may include existing commitments to other businesses, service on other boards of directors or similar governing bodies of public or private companies or committees thereof, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance experience, relevant career experience, technical skills, business or government acumen, financial and accounting acumen, technology acumen, compliance experience, executive compensation experience, and the size, composition and combined expertise of the existing Board of Directors.

In identifying prospective director candidates, the Nominating, Governance and Sustainability Committee may seek referrals from other members of the Board of Directors, management, and other sources, including third party recommendations. The Nominating, Governance and Sustainability Committee may also engage firms that specialize in identifying director candidates to our Board of Directors.

The Nominating, Governance and Sustainability Committee will consider candidates for director recommended by stockholders so long as the recommendations comply with our Certificate of Incorporation and Bylaws and applicable laws, rules, and regulations, including those promulgated by the Securities and Exchange Commission (the “SEC”). The Nominating, Governance and Sustainability Committee will evaluate candidates recommended by stockholders for nomination for election to the Board of Directors on a substantially similar basis as it considers other nominees. Stockholders wishing to recommend a candidate for nomination must comply with the procedures set forth in our Bylaws. For further information, see the section below entitled "Procedures for Submitting Stockholder Proposals."

Board Leadership Structure

Ronald Shaich serves as Chair of the Board of Directors. As provided in our Corporate Governance Guidelines, the Board of Directors does not have a policy on whether or not the roles of Chair and CEO should be separate or combined or, if they are to be separate, whether the Chair should be selected from the independent directors. Accordingly, the Board of Directors believes that it should be free to make a choice from time to time regarding a leadership structure that is in the best interests of the Company and its stockholders. At this time, the Board of Directors believes that Mr. Shaich is best situated to serve as Chair and that the Company’s current separated roles of Chair and CEO is appropriate. Mr. Shaich is best suited to serve as Chair of our Board of Directors as a result of his extensive experience in the restaurant industry. Mr. Schulman has held the position of CEO since 2010. Separating these positions allows our CEO to focus on running the business, while allowing our Chair to lead the Board of Directors in its fundamental role of providing advice to and oversight of management.



CAVA Group, Inc.	11	2026 Proxy Statement

Risk Oversight

The Board of Directors exercises direct oversight of strategic risks to the Company in regular coordination with the Company’s management. While our senior executives are responsible for day-to-day risk management, our Board of Directors has overall responsibility for risk oversight, including, as part of regular Board of Directors and committee meetings, general oversight of executives’ management of short-term and long-term risks relevant to the Company. Accordingly, while the full Board of Directors has overall responsibility for risk oversight, it is supported in this function by its Audit Committee, People, Culture and Compensation Committee and Nominating, Governance and Sustainability Committee. Each of the committees regularly reports to the Board of Directors.

Our CEO and other executive officers will regularly report to the non-executive directors and the Audit Committee, the People, Culture and Compensation Committee and the Nominating, Governance and Sustainability Committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

The Audit Committee is charged with assisting the Board of Directors with respect to its oversight of the Company’s overall risk management profile and the effectiveness of the Company’s risk management processes. In particular, the Audit Committee reviews the Company’s guidelines and policies governing the process by which management assesses and manages the Company’s exposure to risk, including the Company’s major financial and operational risk exposures and the steps management takes to monitor and control such exposures, and also evaluates, in conjunction with management, the Company’s information technology security program, compliance and controls. A management-level Risk Committee meets to review enterprise risks and briefs the Audit Committee on at least a quarterly basis. The People, Culture and Compensation Committee oversees risks relating to the Company’s compensation policies and practices. The Nominating, Governance and Sustainability Committee assists the Board of Directors by overseeing and evaluating programs and risks associated with the organization, membership and structure of the Board of Directors, as well as the Company’s corporate governance. Each committee charged with risk oversight reports to the Board of Directors on those matters. In addition, our Board of Directors and its committees exercise their risk oversight function by regularly receiving and evaluating reports from management and by making inquiries of management concerning these reports, as appropriate. Furthermore, our Board of Directors and its committees receive reports from our auditors and other consultants, such as our compensation consultant, and may meet in executive sessions with these outside parties.

Indemnification Agreements with our Directors and Officers

We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our amended and restated bylaws, provide that we will indemnify each indemnitee to the fullest extent permitted by the Delaware General Corporation Law from and against all loss and liability suffered and expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding. Additionally, we will advance to the indemnitee all expenses (including attorneys’ fees) incurred in connection therewith.



CAVA Group, Inc.	12	2026 Proxy Statement

Board Committees and Meetings

The standing committees of our Board of Directors consist of an Audit Committee, People, Culture and Compensation Committee, and Nominating, Governance and Sustainability Committee. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Each of our committees has adopted a written charter, a current copy of which is available at https://investor.cava.com/governance/governance-documents/.

We expect all directors to make every effort to attend all meetings of the Board of Directors, meetings of the committees of which they are members, and the annual meeting of stockholders. During fiscal 2025, our Board of Directors met six times, the Audit Committee met four times, the People, Culture and Compensation Committee met four times, and the Nominating, Governance and Sustainability Committee met four times. During fiscal 2025, each director attended at least 75% of the meetings of the Board of Directors and the committees on which they serve. Eight of our nine directors then in office at the time of the 2025 Annual Meeting attended the 2025 Annual Meeting.



CAVA Group, Inc.	13	2026 Proxy Statement


Audit Committee The Audit Committee currently consists of David Bosserman, who serves as the chair, Karen Kochevar, and James D. White.									Each of David Bosserman, Karen Kochevar, and James D. White qualify as independent directors under the corporate governance standards of the NYSE and the independence requirements of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. Our Board of Directors has determined that each of David Bosserman and Karen Kochevar qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. Our Audit Committee is primarily responsible, among its other duties and responsibilities, for the following: •overseeing the quality and integrity of our financial statements, as well as oversight of our accounting and financial reporting processes; •overseeing the effectiveness of our control environment, including internal controls over financial reporting; •overseeing our compliance with legal and regulatory requirements, as well as compliance with ethical standards that we adopt; •overseeing our independent registered public accounting firm’s qualifications, performance, and independence; •overseeing our overall risk management profile and the effectiveness of our risk management processes; •overseeing the performance of our internal audit function, as well as oversight of our financial statement audits; •overseeing our compliance with our Code of Business Conduct and Ethics; •overseeing our technology security and data privacy programs; •unless otherwise approved or ratified pursuant to the Related Party Transaction Policy, approving or ratifying related party transactions; and •overseeing the preparation of the Audit Committee Report required to be included in this Proxy Statement. The Audit Committee is responsible for the primary oversight of strategic risk, including cybersecurity risk oversight. The Audit Committee receives regular reports on at least a quarterly basis from our cybersecurity team, typically on, among other things, our cybersecurity posture, cybersecurity benchmarking, potential cybersecurity vulnerabilities, and other cybersecurity interest items such as the external cybersecurity environment, items requiring Audit Committee input, and our broader cybersecurity program roadmap, in order to monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents. The Audit Committee regularly reports to the full Board of Directors regarding its activities, including those related to cybersecurity. For further details regarding our cybersecurity risk management and processes, please refer to Part I, Item 1C in our 2025 Annual Report on Form 10-K filed with the SEC on February 25, 2026 (the “2025 Annual Report”).



CAVA Group, Inc.	14	2026 Proxy Statement


People, Culture and Compensation Committee The People, Culture and Compensation Committee consists of Lauri Shanahan, who serves as the chair, Benjamin Felt, and Karen Kochevar.									Each of Lauri Shanahan, Benjamin Felt, and Karen Kochevar qualify as independent directors under the corporate governance standards of the NYSE and SEC rules and regulations. Our People, Culture and Compensation Committee is primarily responsible, among its other duties and responsibilities, for the following: •reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by our Board of Directors), determining and approving our CEO’s compensation level based on such evaluation; •reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers (other than the CEO) and “Additional ELT Members” (as such term is defined in the People, Culture and Compensation Committee Charter), including any annual performance objectives, and approving or recommending to the Board of Directors for approval their compensation, including annual salary, bonus, equity-based incentives, and other benefits; •reviewing and recommending to our Board of Directors the form and amount of compensation of our directors; •reviewing and approving, or making recommendations to our Board of Directors with respect to, our long-term incentive plans, equity-based awards, and stock ownership guidelines for directors, executive officers and Additional ELT Members and any “clawback” policy; •the consideration of whether risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on us; •overseeing the Company’s submission to a stockholder vote of matters relating to compensation; •reviewing and discussing with management and recommending to the Board of Directors that the “Compensation Discussion and Analysis” be included in the Company’s Proxy Statement or Annual Report on Form 10-K; •preparing the compensation committee report required by the SEC to be included in this Proxy Statement; and •overseeing and approving the management continuity planning process and reviewing and evaluating succession plans for our CEO and other executive officers.

Independent Compensation Consultant

The People, Culture and Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant during fiscal 2025 to advise the committee on market practices and specific Company policies and programs. Pearl Meyer reports directly to the People, Culture and Compensation Committee Chair and takes direction from the committee. The consultant’s work for the People, Culture and Compensation Committee includes data analysis, market assessments, incentive program design, executive benchmarking, general advisory work, attendance at committee meetings as deemed appropriate, and preparation of related reports. The work done by Pearl Meyer for the committee is documented in a formal agreement which is executed by the consultant and the Chair of the People, Culture and Compensation Committee. Pearl Meyer does not perform any other work for the Company. The People, Culture and Compensation Committee has assessed the independence of Pearl Meyer and determined that the work provided by Pearl Meyer did not raise any conflicts of interest.



CAVA Group, Inc.	15	2026 Proxy Statement

Compensation Committee Interlocks and Insider Participation

During the entirety of fiscal 2025, Ms. Shanahan, Ms. Kochevar, and Mr. Felt each served as members of the People, Culture and Compensation Committee. No member of the People, Culture and Compensation Committee was at any time during fiscal 2025 an officer or employee of our Company or any of our subsidiaries, nor was any such person a former officer of our Company or any one of our subsidiaries. None of our executive officers have served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or People, Culture and Compensation Committee.


Nominating, Governance and Sustainability Committee The Nominating, Governance and Sustainability Committee consists of James D. White, who serves as the chair, Philippe Amouyal, and Lauri Shanahan.									Each of James D. White, Philippe Amouyal, and Lauri Shanahan qualify as independent directors under the corporate governance standards of the NYSE and SEC rules and regulations. Our Nominating, Governance and Sustainability Committee is primarily responsible, among its other duties and responsibilities, for the following: •identifying individuals qualified to become directors, consistent with the criteria approved by our Board of Directors; •selecting, or recommending that our Board of Directors select, the director nominees for the next annual meeting of stockholders or to fill vacancies or newly created directorships that may occur between such meetings; •developing and recommending to our Board of Directors a set of corporate governance guidelines and assisting our Board of Directors in complying with them; •overseeing the evaluation of our Board of Directors and management; •recommending members of our Board of Directors to serve on committees of our Board of Directors and evaluating the functions and performance of such committees; •overseeing emergency succession plans relating to the CEO, Additional ELT Members and other executive officer positions, and making recommendations to our Board of Directors with respect to the occupancy of the CEO position in the event of an unforeseen vacancy; •overseeing sustainability and environmental, social, and governance strategies and initiatives; and •otherwise taking a leadership role in shaping our corporate governance.



CAVA Group, Inc.	16	2026 Proxy Statement

Stockholder Engagement

CAVA views stockholder engagement as a critical component of its corporate governance framework – and vital to its success. Below is an overview of our stockholder engagement program.

Contacted

Engaged

We offered to meet with shareholders representing approximately 69% of shares outstanding

We met with shareholders representing approximately 56% of shares outstanding

The CAVA Teams that Engage Stockholders:

•Investor Relations

•Executive Leadership Team

•Board of Directors




			In 2025, the Company hosted a shareholder outreach program for the first time following invitations to our largest stockholders. The Company intends to continue to host the program on an annual basis.

How We Engage with Stockholders:

•Inaugural stockholder outreach program

•Investor calls throughout the year

•Company-hosted investor meetings

•Investor-hosted investor meetings

•Investor conferences and presentations

Key Elements

Below are certain key elements of our engagement with stockholders in 2025:

•Review the issues that stockholders consider important in their investment decisions.

•Communicate with stockholders on a regular basis throughout the year as a means to keep stockholders informed.

•Seek and consider stockholders’ feedback useful on a broad spectrum of topics, including the performance of the Company, the development of specific business units and programs, the Company’s long-term strategy for growth, restaurant industry trends, and the Company’s philosophy toward a range of macroeconomic and societal developments.



CAVA Group, Inc.	17	2026 Proxy Statement

Engagement Calendar

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Q4 2024 Earnings Call

Q1 2025 Earnings Call

Q2 2025 Earnings Call

Q3 2025 Earnings Call

JPM Gaming, Lodging,

Restaurant & Leisure

Management Access

Forum

Bernstein 40th

Annual Strategic

Decisions

Conference

Piper Sandler

Growth Frontiers

Conference

Morgan Stanley

Consumer

Conference

Citi’s Global

Consumer

Conference

Baird Global Consumer,

Tech and Services

Conference

Raymond James

Conference

Jefferies Boston Midcap

Consumer Summit

William Blair Annual

Growth Stock Conference

Keybanc Virtual

Conference

Stifel Ski

Summit

Jefferies Consumer

Conference

TD Cowen Conference



CAVA Group, Inc.	18	2026 Proxy Statement

Security Ownership

Certain Beneficial Owners and Management

The following table contains information about the beneficial ownership of our common stock as of March 12, 2026, by:

SEC Form DEF 14A filed by CAVA Group Inc.