CAVA GROUP INC

There have been no material changes to the risk factors disclosed in our 2023 Annual Report, except as follows:

We will no longer qualify as an “emerging growth company” after December 29, 2024, and, as a result, we will have to comply with increased disclosure and compliance requirements.

We are currently an “emerging growth company” as defined in the JOBS Act. However, because the market value of our common stock held by non-affiliates exceeded $700.0 million as of July 14, 2024, we will no longer qualify as an emerging growth company as of December 29, 2024, the last day of our current fiscal year, and will be a large accelerated filer beginning December 30, 2024 for future filings.

As a large accelerated filer, we will be subject to certain disclosure and compliance requirements that apply to other public companies that did not previously apply to us due to our status as an emerging growth company. These requirements include, but are not limited to:

•compliance with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements;

•the requirement that we provide more detailed disclosures regarding executive compensation; and

•the requirement that we hold a non-binding advisory vote on executive compensation and obtain stockholder approval of any golden parachute payments not previously approved.

The loss of emerging growth company status and compliance with the additional requirements of being a large accelerated filer together with being a public company has resulted and will continue to result in increased legal, accounting and financial compliance costs, and costs associated with investor relations activities, and cause management and other personnel to divert attention from operational and other business matters to devote substantial time to public company reporting requirements. In addition, if we are not able to comply with changing requirements in a timely manner, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities, which would require additional financial and management resources.