CAVA Group CAVA Form 10-Q filing Q2 FY2026

Part I - Financial Information

Item 1. Financial Statements (Unaudited) 1

Unaudited Condensed Consolidated Balance Sheets 1

Unaudited Condensed Consolidated Statements of Operations 2

Unaudited Condensed Consolidated Statements of Comprehensive Income 3

Unaudited Condensed Consolidated Statements of Stockholders’ Equity 4

Unaudited Condensed Consolidated Statements of Cash Flows 5

Notes to Unaudited Condensed Consolidated Financial Statements 6

Note 1. Nature of Operations and Basis of Presentation 6

Note 2. Revenue 7

Note 3. Investments 7

Note 4. Fair Value 8

Note 5. Supplemental Balance Sheet Information 9

Note 6. Debt 10

Note 7. Income Taxes 10

Note 8. Leases 10

Note 9. Commitments and Contingencies 11

Note 10. Equity-based Compensation 11

Note 11. Earnings Per Share 13

Note 12. Segment Reporting 13

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15

Item 3. Quantitative and Qualitative Disclosures About Market Risk 21

Item 4. Controls and Procedures 21

Part II - Other Information

Item 1. Legal Proceedings 23

Item 1A. Risk Factors 23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23

Item 3. Defaults Upon Senior Securities 23

Item 4. Mine Safety Disclosures 23

Item 5. Other Information 23

Item 6. Exhibits 24

Signatures 25

Part I - Financial Information

Item 1. Financial Statements (Unaudited)

Item 1. Financial Statements

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.

The unaudited interim financial information should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year.

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.

The Company reviewed all other recently issued accounting standards and determined they were either not applicable or not expected to have a material impact on the Company’s financial position or results from operations.

2. REVENUE

The Company’s revenue was as follows:

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:

3. INVESTMENTS

Fixed income debt securities

The Company’s investments in fixed income debt securities were as follows:

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

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:

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.

The fair value of the Company’s assets that are measured on a recurring basis was as follows:

Assets Measured at Fair Value on a Non-recurring Basis—Assets recognized or disclosed at fair value in the accompanying unaudited condensed consolidated financial statements on a nonrecurring basis may include items such as property and equipment, net, operating lease assets, goodwill, and intangible assets. These assets are measured at fair value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the sixteen weeks ended April 19, 2026 and April 20, 2025, the Company recorded asset impairments of $1.7 million and $1.1 million, respectively, related to certain of the Company’s restaurants, which utilized nonrecurring fair value measurements. The fair value of these assets was determined using an income approach (discounted cash flow method), which was measured using Level 3 inputs. Unobservable inputs include projected restaurant revenues and expenses and the discount rate.

5. SUPPLEMENTAL BALANCE SHEET INFORMATION

Property and equipment, net

The Company’s property and equipment, net, were as follows:

Construction in progress includes new restaurant openings and technology improvements.

Accrued expenses and other

The Company’s accrued expenses and other were as follows:

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:

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 irrevocable letters of credit in favor of various landlords in the aggregate amount of $0.9 million. The letters of credit do not require a compensating balance and automatically renew in accordance with the terms of the underlying lease agreement.

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:

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.

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:

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:

1 Expected to vest represents estimated PSU payout amounts based on estimated performance levels during the performance period.

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.

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:

The following equity awards were excluded from the calculation of diluted earnings per share:

Equity awards excluded from the calculation of diluted earnings per share are presented using their weighted-average number of awards outstanding during the period.

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.

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:

1 Other operating expenses includes all other restaurant-level operating expenses, such as kitchen supplies, utilities, repairs and maintenance, travel costs, credit card and bank fees, recruiting, third-party delivery service fees, and marketing expenses.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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.

The following table sets forth our key performance measures:

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:

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:

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.

CAVA Segment Results

The following table summarizes the results of the CAVA segment:

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.

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:

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.

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:

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:

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.

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.

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

Adoption or Termination of 10b5-1 Trading Plans

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

Kelly Costanza Chief People Officer Adoption February 26, 2026 December 31, 2026 Common Stock 31,006

Tricia Tolivar Chief Financial Officer Adoption March 6, 2026 April 1, 2027 Common Stock 45,000

• The Rule 10b5-1 trading arrangement may terminate earlier than the scheduled termination date if all transactions under the trading arrangement are completed.

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 Agreementwith Robert Bertram” in the Company's Proxy Statement filed on April 24, 2026, which is incorporated by reference herein.

Item 6. Exhibits

Exhibit Number Exhibit Description Filed Herewith

10.1 Separation Agreement and General Release by and between CAVA Holding Company and Kenneth R. Bertram, executed May 15, 2026. X 10.2 Form of Performance-based Restricted Stock Unit Award Agreement under the 2023 Equity Incentive Plan. X 10.3 Amended and Restated Offer of Employment between CAVA Group, Inc. and Doug Thompson, effective as of January 9, 2026 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on February 25, 2026). 10.4 Amendment No. 3 to the Credit Agreement, dated as of March 20, 2026, by and among CAVA Group, Inc., the other loan parties thereto, the financial institutions listed on the signature pages thereto and JPMorgan Chase Bank, N.A.,as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2026). 31.1 Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 * Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 * Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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.