CAVA

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How CAVA rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this Annual Report or to reflect the occurrence of unanticipated events or otherwise.
Risk Factors,” and all of the other information contained in this Annual Report should be considered carefully before investing in our common stock.
These risks include, but are not limited to, the following: • We operate in a highly competitive industry; • Our future growth depends on our ability to open new restaurants while managing our growth effectively and maintaining our culture, and our historical growth may not be indicative of our future growth; • We may not be able to successfully identify appropriate locations and develop and expand our operations in existing and new markets; • New restaurants may not be profitable, and may negatively affect sales at our existing locations; • Negative changes in guest perception of our brand could negatively impact our business; • Our efforts to market our restaurants and brand may not be successful; • Food safety issues and food-borne illness concerns may harm our business; • If we are unable to maintain or increase prices, our margins may decrease; • The growth of our business depends on our ability to accurately predict guest trends and demand and successfully introduce new menu offerings and improve our existing menu offerings; • We are subject to risks associated with leasing property; • We may not be able to successfully expand our digital and delivery business, which is subject to risks outside of our control; • Our inability or failure to utilize, recognize, respond to, and effectively manage the immediacy of social media could have a material adverse effect on our business; • We may not realize the anticipated benefits from past and potential future acquisitions, investments or other strategic initiatives; • We may not be able to manage our manufacturing and supply chain effectively, which may adversely affect our results of operations; • Our reliance on third parties could have an adverse effect on our business, financial condition; • We may not successfully optimize, operate, and manage our production facilities; • We may experience shortages, delays, or interruptions in the delivery of food items and other products; • We may face increases in food, commodity, energy, and other costs; • We may face increases in labor costs, labor shortages, and difficulties in our ability to identify, hire, train, motivate, and retain the right Team Members; • Our success depends on our ability to attract, develop, and retain our management team and key Team Members; • Security breaches of our information systems or data including in relation to the electronic processing of credit and debit card transactions, the CAVA app, or confidential guest or Team Member information (including personal information) may adversely affect our business; • Our business is subject to complex and evolving laws and regulations regarding privacy, data protection, and cybersecurity; • We rely heavily on information technology systems, and failures of, or interruptions in, or not effectively scaling and adapting, our information technology systems could harm our business; • We are subject to extensive laws and regulatory requirements, and failure to comply with, or changes in, these laws or regulations could have an adverse impact on our business; • Economic factors and guest behavior trends, which are uncertain and largely beyond our control, may adversely affect guests’ behavior and our ability to maintain or increase sales at our restaurants; • We are subject to evolving rules and regulations with respect to sustainability matters; and • Climate change and volatile adverse weather conditions could adversely affect our restaurant sales or results of operations.
Glossary The following definitions apply to these terms as used in this Annual Report on Form 10-K: “Adjusted EBITDA” is defined as net income adjusted to exclude interest income, net, provision for (benefit from) income taxes, and depreciation and amortization, further adjusted to exclude equity-based compensation, other income, net, impairment and asset disposal costs, restructuring and other costs, and executive transition costs, in each case, to the extent applicable in a given fiscal year.
See “Non-GAAP Financial Measures” for a reconciliation of net income to Adjusted EBITDA for fiscal 2025 and 2024; “Adjusted EBITDA Margin” is defined as Adjusted EBITDA as a percentage of revenue; “Adjusted Net Income” is defined as net income adjusted to exclude the net benefit associated with the release of a valuation allowance in fiscal 2024 against deferred tax assets (“VA Release”).
See “Non-GAAP Financial Measures” for a reconciliation of net income to Adjusted Net Income for fiscal 2025 and 2024; “Adjusted Net Income Margin” is defined as Adjusted Net Income as a percentage of revenue; “Average Unit Volume” or “AUV” represents total revenue of operating CAVA Restaurants that were open for the entire trailing thirteen periods and Digital Kitchens sales for such period divided by the number of operating CAVA Restaurants that were open for the entire trailing thirteen periods; “CAVA Restaurant-Level Profit,” a segment measure of profit and loss, represents CAVA Revenue less food, beverage, and packaging, labor, occupancy, and other operating expenses, excluding depreciation and amortization.
CAVA Restaurant-Level Profit excludes pre-opening costs; “CAVA Restaurant-Level Profit Margin” represents CAVA Restaurant-Level Profit as a percentage of CAVA Revenue; “CAVA Restaurants” is defined to include all CAVA restaurants, including converted Zoes Kitchen locations and Hybrid Kitchens, that are open or temporarily closed as of the end of the specific period.
CAVA Restaurants exclude restaurants operating under license agreements and Digital Kitchens; “CAVA Revenue” is defined to include all revenue attributable to CAVA restaurants in the specified period, excluding restaurants operating under license agreements; “Collaboration Center Organization” represents Team Members who work out of our restaurant collaboration center located in Washington, D.C., as well as our support centers located in Brooklyn, New York, Manhattan, New York, and Plano, Texas, together with remote and hybrid Team Members whose job responsibilities support our operations; “CPG” refers to consumer packaged goods; “Digital Kitchen” is defined to include kitchens used for third-party marketplace and native delivery, Digital Order pick-up, and/or centralized catering production and that has neither in-restaurant dining nor customer-facing make lines; “Digital Orders” means orders made through catering and digital channels, such as the CAVA app and the CAVA website.
Digital Orders include orders fulfilled through third-party marketplace and native delivery and digital order pick-up; “Digital Revenue Mix” represents the portion of CAVA Revenue related to Digital Orders as a percentage of total CAVA Revenue; “Guest Traffic” means the number of entrees ordered in-restaurant and through Digital Orders; “Hybrid Kitchen” is defined to include kitchens that have enhanced kitchen capabilities to support centralized catering production and that also have in-restaurant dining and customer-facing make lines; “Net New CAVA Restaurant Openings” is defined as new CAVA restaurant openings (including CAVA restaurants converted from a Zoes Kitchen location) during a specified reporting period, net of any permanent CAVA restaurant closures during the same period; and “Same Restaurant Sales” is defined as the period-over-period sales comparison for CAVA restaurants that have been open for 365 days or longer (including converted Zoes Kitchen locations that have been open for 365 days or longer after the completion of the conversion to a CAVA restaurant).
As of December 28, 2025, we operate 439 fast-casual CAVA Restaurants in 28 states and Washington, D.C.
We centrally produce our dips, spreads, and certain dressing bases for use in our restaurants while also selling our dips, spreads, and prepared dressings in grocery stores.
We believe we are well positioned to benefit from the following strong and emerging trends: • Evolving consumer preferences for authentic and ethnic cuisine • Increased focus on health and wellness • Emphasis on combined quality and convenience We aim to create an industry-leading, category defining brand rooted in the following strategic pillars: Expand our Mediterranean Way in Communities Across the Country • Grow our footprint and expand multi-channel access • Fuel our culinary innovation and communication engine to drive traffic, mix, and check • Express the essence of our category-defining concept consistently across brand properties Develop Personal Relationships with Guests, Even as We Scale • Leverage our digital ecosystem to enable more personalized communication with guests • Deepen our connections with guests and drive increased frequency with our enhanced loyalty offerings • Create a cohesive physical and digital journey Run Great Restaurants, Every Location, Every Shift • Streamline and automate preparation to make our restaurants easier to run • Enhance our training and standards to consistently deliver our Mediterranean hospitality • Leverage technologies to increase automation and improve restaurant operations Operate As a High-Performing Team • Create a culture of growth and accountability • Use best-in-class data capabilities to unlock powerful, actionable insights • Implement programs and tools that engage, retain, and connect the organization Our Food - Where Taste and Health Unite Our menu fulfills a broad range of dietary preferences, from hearty and indulgent to vegan, vegetarian, gluten-free, dairy-free, paleo, keto, and nut-free diets.
We have designed our menu to offer vibrant flavors using many fresh, high- quality ingredients inspired by our Mediterranean roots.
People and Culture As of December 28, 2025, we employed approximately 12,900 Team Members in our restaurants and 580 within manufacturing and our Collaboration Center Organization.
Our Employee Net Promoter Score indicates we have a highly engaged team according to Denison Consulting, which conducted our 2025 Team Member engagement survey.
Under our Flavor Your Future platform, we continuously nurture our talent-rich pipeline by offering a clear promotional track for Team Members to become General Managers, including by the introduction of the Assistant General Manager role.
Another key component of our Team Member development pipeline includes a nationwide training network led by our Academy General Managers, who we have identified as achieving strong operational and financial results at the restaurants they operate.
We offer our Team Members competitive compensation and benefits including: • medical, dental, and vision insurance for full-time Team Members and a mini-medical plan for part-time Team Members including office visits, telemedicine, behavioral health, and prescription discounts, among other items; • 401K matching; • an employee stock purchase plan that gives virtually all our Team Members an ownership opportunity; • an Employee Assistance Program that covers paid mental health benefits and counseling for all Team Members and their household members, elder care services, alcohol and drug dependency programs, continuing education and college planning, marriage and relationship counseling, relocation guidance, and family planning assistance; • continuing education, including a tuition discount program in partnership with University of Maryland Global Campus for any Team Member wanting to further their education; • financial assistance for adoption and family planning through our Well Being program for all Team Members; • free meals to all Team Members during working hours and discounted meals outside of working hours; and • short- and long-term incentive programs for our General Managers and Team Members within manufacturing and our Collaboration Center Organization.
Creating an Inclusive Culture Guided by the skills and insights of our Team Members, we’re intentional about human connection, bringing down barriers, and creating an environment where everyone is welcome at our table.
We encourage our Team Members, to leverage each of their unique backgrounds, perspectives, and experiences to deliver exceptional results.
Inclusivity is a hallmark of several of our core competencies, such as enterprise leadership, service mindset, and people development.
We are committed to equal employment opportunities and to providing a respectful work environment free of harassment, discrimination, or retaliation on the basis of any protected classes or characteristics in accordance with applicable federal, state, and local laws.
Our 2026 restaurant openings will feature our new Project Soul design, which, in addition to convenience, expresses our Mediterranean hospitality and taps into guests’ desire for human connection, including softer seating, more greenery and a warmer brand pallet.
As of December 28, 2025, we offered drive-thru pick-up at 75 locations.
In select markets, we operate Digital Kitchens to serve as centralized production hubs.
For additional information, see Item 1A.
“Risk Factors—Risks Related to our Manufacturing and Supply Chain.” Manufacturing and Distribution We operate a 30,000-square-foot production facility in Laurel, Maryland, a state-of-the-art 55,000-square-foot production facility in Verona, Virginia, and a 4,000-square-foot distribution facility in Edison, New Jersey, which we use primarily for CPG distribution in the Northeast.
We have also signed a lease to expand our Laurel, Maryland facility by an additional 20,000 square feet.
This expansion is expected to support the growth of our CPG production and provide additional capacity for the restaurant‑focused manufacturing operations currently centered in Verona.
We expect that our production facilities will support at least 750 restaurants, as well as our CPG business, and plans are currently underway to develop additional capacity over time.
In 2025, we donated over 60,000 pounds of food with an overall retail value of $0.8 million.
We strive to use clean label-friendly ingredients, source dairy products from farmers who don’t treat their cows with rbST, and serve only antibiotic-free beef and chicken.
As certain suppliers come on board, we ask them to verify their sustainability and sourcing credentials, including with respect to animal welfare.
We remain dedicated to broiler chicken welfare and work diligently with our suppliers to support that commitment.
Marketing Our marketing strategy is grounded in a growth mindset and centered on the evolving needs of our guests.
We focus on creating, capturing, and retaining demand by building brand awareness while working to strengthen our value proposition and relevance with guests across occasions and channels.
Brand Marketing We engage guests through an integrated ecosystem of touchpoints designed to deliver a cohesive and consistent brand experience.
Our brand campaigns span an optimized mix of paid, owned, and earned channels, reinforcing our mission and extending the reach of the CAVA brand.
Paid media includes platforms such as Google, Instagram, TikTok, influencer and creator partnerships, and out-of-home advertising.
Our owned channels include our restaurants, loyalty program, CPG offerings, the CAVA website and app, and our presence on social media platforms.

and 117 more.

Gone since FY2024

Risk Factors” in this Annual Report on Form 10-K.
Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this Annual Report on Form 10-K or to reflect the occurrence of unanticipated events or otherwise.
Risk Factors,” and all of the other information contained in this Annual Report on Form 10-K should be considered carefully before investing in our common stock.
These risks include, but are not limited to, the following: • We operate in a highly competitive industry; • Our future growth depends on our ability to open new restaurants while managing our growth effectively and maintaining our culture, and our historical growth may not be indicative of our future growth; • We may not be able to successfully identify appropriate locations and develop and expand our operations in existing and new markets; • New restaurants may not be profitable, and may negatively affect sales at our existing locations; • Negative changes in guest perception of our brand could negatively impact our business; • Our efforts to market our restaurants and brand may not be successful; • Food safety issues and food-borne illness concerns may harm our business; • If we are unable to maintain or increase prices, our margins may decrease; • The growth of our business depends on our ability to accurately predict guest trends and demand and successfully introduce new menu offerings and improve our existing menu offerings; • Economic factors and guest behavior trends, which are uncertain and largely beyond our control, may adversely affect guests’ behavior and our ability to maintain or increase sales at our restaurants; • We are subject to risks associated with leasing property; • We may not be able to successfully expand our digital and delivery business, which is subject to risks outside of our control; • Our inability or failure to utilize, recognize, respond to, and effectively manage the immediacy of social media could have a material adverse effect on our business; • We may not realize the anticipated benefits from past and potential future acquisitions, investments or other strategic initiatives; • We may not be able to manage our manufacturing and supply chain effectively, which may adversely affect our results of operations; • Our reliance on third parties could have an adverse effect on our business, financial condition, and results of operations; • We may not successfully optimize, operate, and manage our production facilities; • We may experience shortages, delays, or interruptions in the delivery of food items and other products; • We may face increases in food, commodity, energy, and other costs; • We may face increases in labor costs, labor shortages, and difficulties in our ability to identify, hire, train, motivate, and retain the right Team Members; • Our success depends on our ability to attract, develop, and retain our management team and key Team Members; • Security breaches of our electronic processing of credit and debit card transactions, the CAVA app, or confidential guest or Team Member information (including personal information) may adversely affect our business; • Our business is subject to complex and evolving laws and regulations regarding privacy, data protection, and cybersecurity; • We rely heavily on information technology systems, and failures of, or interruptions in, or not effectively scaling and adapting, our information technology systems could harm our business; • We are subject to evolving rules and regulations with respect to environmental, social, and governance (“ESG”) matters; and • Climate change and volatile adverse weather conditions could adversely affect our restaurant sales or results of operations.
Glossary The following definitions apply to these terms as used in this Annual Report on Form 10-K: “Adjusted EBITDA” is defined as net income adjusted to exclude interest income, net, (benefit from) provision for income taxes, and depreciation and amortization, further adjusted to exclude equity-based compensation, other income, net, impairment and asset disposal costs, restructuring and other costs, and certain non-recurring public company costs in each case, to the extent applicable in a given fiscal year.
See “Non-GAAP Financial Measures” for a reconciliation of net income to Adjusted EBITDA for fiscal 2024 and 2023; “Adjusted EBITDA Margin” is defined as Adjusted EBITDA as a percentage of revenue; “Adjusted Net Income” is defined as net income adjusted to exclude the net benefit associated with the release of a valuation allowance previously recorded against deferred tax assets.
See “Non-GAAP Financial Measures” for a reconciliation of net income to Adjusted Net Income for fiscal 2024 and 2023; “Adjusted Net Income Margin” is defined as Adjusted Net Income as a percentage of revenue; “CAVA Average Unit Volume” or “CAVA AUV” represents total revenue of operating CAVA Restaurants that were open for the entire trailing thirteen periods, and digital kitchens’ sales for such period, divided by the number of operating CAVA Restaurants that were open for the entire trailing thirteen periods; “CAVA digital kitchen” is defined to include kitchens used for third-party marketplace and native delivery, digital order pickup, and/or centralized catering production, and that has neither in-restaurant dining nor customer-facing make lines; “CAVA Digital Revenue Mix” represents the portion of CAVA Revenue related to digital orders as a percentage of total CAVA Revenue; “CAVA hybrid kitchen” is defined to include kitchens that have enhanced kitchen capabilities to support centralized catering production and that also have in-restaurant dining and customer-facing make lines; “CAVA Restaurant-Level Profit,” a segment measure of profit and loss, represents CAVA Revenue less food, beverage, and packaging, labor, occupancy, and other operating expenses, excluding depreciation and amortization.
CAVA Restaurant-Level Profit excludes pre-opening costs; “CAVA Restaurant-Level Profit Margin” represents CAVA Restaurant-Level Profit as a percentage of CAVA Revenue; “CAVA Restaurants” is defined to include all CAVA restaurants, including converted Zoes Kitchen locations and CAVA hybrid kitchens, that are open or temporarily closed as of the end of the specific period.
CAVA Restaurants exclude restaurants operating under license agreements and CAVA digital kitchens; “CAVA Revenue” is defined to include all revenue attributable to CAVA restaurants in the specified period, excluding restaurants operating under license agreements; “CAVA Same Restaurant Sales Growth” is defined as the period-over-period sales comparison for CAVA restaurants that have been open for 365 days or longer (including converted Zoes Kitchen locations that have been open for 365 days or longer after the completion of the conversion to a CAVA restaurant); “Collaboration Center Organization” represents Team Members who work out of our restaurant collaboration center located in Washington, D.C., as well as our support centers located in Brooklyn, New York, and Plano, Texas, together with remote and hybrid Team Members whose job responsibilities support our operations; “CPG” refers to consumer packaged goods; “digital orders” means orders made through catering and digital channels, such as the CAVA app and the CAVA website.
Digital orders include orders fulfilled through third-party marketplace and native delivery and digital order pick-up; “guest traffic” means the number of entrees ordered in-restaurant and through digital orders; and “Net New CAVA Restaurant Openings” is defined as new CAVA restaurant openings (including CAVA restaurants converted from a Zoes Kitchen location) during a specified reporting period, net of any permanent CAVA restaurant closures during the same period.
As of December 29, 2024, we operate 367 fast-casual CAVA Restaurants in 25 states and Washington, D.C.
Our dips, spreads, and dressings are centrally produced and sold in grocery stores.
We believe we are well positioned to benefit from the following strong and emerging trends: • Evolving consumer preferences for authentic and ethnic cuisine • Increased focus on health and wellness • Emphasis on combined quality and convenience We aim to create an industry-leading, category defining brand rooted in the following strategic pillars: Expand our Mediterranean Way in Communities Across the Country • Grow our footprint and expand multi-channel access • Fuel our culinary innovation and communication engine to drive traffic, mix, and check • Express the essence of our category-defining concept consistently across brand properties Develop Personal Relationships with Guests, Even as We Scale • Leverage our digital ecosystem to enable more personalized communication with guests • Deepen our connections with guests and drive increased frequency with our reimagined loyalty offering • Create a cohesive physical and digital journey Run Great Restaurants, Every Location, Every Shift • Streamline and automate preparation to make our restaurants easier to run • Enhance our training and standards to consistently deliver our Mediterranean hospitality • Leverage technologies to increase automation and improve restaurant operations Operate As a High-Performing Team • Create a culture of growth and accountability • Use best-in-class data capabilities to unlock powerful, actionable insights • Implement programs and tools that engage, retain, and connect the organization Our Food - Where Taste and Health Unite Our menu fulfills a broad range of dietary preferences, from hearty and indulgent to vegan, vegetarian, gluten-free, dairy-free, paleo, keto, and nut-free diets.
We have designed our menu to offer vibrant flavors using fresh, high-quality ingredients inspired by our Mediterranean roots.
People and Culture As of December 29, 2024, we employed approximately 10,300 Team Members in our restaurants and 390 within manufacturing and our Collaboration Center Organization.
Our Employee Net Promoter Score indicates we have a highly engaged team according to Denison Consulting, which conducted our 2024 Team Member engagement survey.
We continuously nurture our talent-rich pipeline by offering a clear promotional track for Team Members to become General Managers.
A key component of our Team Member development pipeline includes a nationwide training network led by our Academy General Managers, who we have identified as achieving strong operational and financial results at the restaurants they operate.
We offer our Team Members competitive compensation and benefits including: • medical, dental, and vision insurance for full-time Team Members and a mini-medical plan for part-time Team Members including office visits, telemedicine, behavioral health, and prescription discounts, among other items; • 401K matching; • an employee stock purchase plan that gives virtually all our Team Members an ownership opportunity; • an Employee Assistance Program that covers paid mental health benefits and counseling for all Team Members and their household members, elder care services, alcohol and drug dependency programs, continuing education and college planning, marriage and relationship counseling, relocation guidance, and family planning assistance; • continuing education, including a tuition discount program in partnership with University of Maryland Global Campus for any Team Member wanting to further their education; • financial assistance for adoption and family planning through our Well Being program for all Team Members; • free meals to all Team Members during working hours and discounted meals outside of working hours; and • short- and long-term incentive programs for Team Members who hold a position above General Manager, including Team Members within manufacturing and our Collaboration Center Organization, while our General Managers participate in a short-term incentive program.
Creating an Inclusive Culture Guided by the skills and insights of our Team Members, we’re intentional about bringing down barriers and creating a more inclusive world where everyone is welcome at our table.
Diversity cultivation is one of seven core competencies we use to highlight the behaviors we expect of Team Members, which includes leveraging thoughts and insights of all Team Members.
In addition, inclusivity is a hallmark of several of our other core competencies, such as enterprise leadership, service mindset, and people development.
We have a Team Member resource group, Allies in Motion (AIM), which encourages our Team Members to celebrate and learn about underrepresented groups to build a better world for our guests, other Team Members, and community.
In addition, on average, we rank in the top quintile within the diversity and inclusion category, based on our Team Members’ responses to our 2024 Team Member engagement survey.
Many of our 2025 restaurant openings in new markets will incorporate elements of our new Project Soul design, which, in addition to convenience, expresses our Mediterranean hospitality and taps into guests’ desire for human connection, including softer seating, more greenery and a warmer brand pallet.
As of December 29, 2024, we offered drive-thru pick-up at 53 locations.
In select markets, we operate CAVA digital kitchens to serve as centralized production hubs and are currently piloting CAVA hybrid kitchens where we believe there is strong demand for our catering services.
Manufacturing and Distribution We operate a 30,000-square-foot production facility in Laurel, Maryland, a state-of-the-art 55,000-square-foot production facility in Verona, Virginia, and a 4,000-square-foot distribution facility in Edison, New Jersey, which we use primarily for CPG distribution in the Northeast.
We expect that our production facilities will support at least 750 restaurants, as well as our CPG business, with the potential to add capacity over time.
We strive to use clean label-friendly ingredients, source dairy products from farmers who don’t treat their cows with rbST, and serve only antibiotic-free proteins.
As certain suppliers come on board, we ask them to verify their sustainability and sourcing credentials, including animal welfare.
We remain dedicated to broiler chicken welfare and work diligently with our suppliers to deliver on that commitment.
Marketing Our marketing strategy is anchored in our growth mindset and centered on the needs of our guests.
We are focused on creating, capturing, and retaining demand by increasing our brand awareness while also building upon our existing value proposition to our guests.
Brand Marketing Our diverse guest engagement touchpoints create an integrated guest experience ecosystem.
We utilize brand campaigns across a variety of paid, owned, and earned channels to reinforce our mission and extend the reach of our brand.
Our paid channels include Google, Instagram, TikTok, influencer and creator partnerships, and out-of-home advertising.
Our owned channels include our restaurants, loyalty program, CPG offerings, CAVA website, CAVA app, and CAVA social media.
We also use a seasonal framework to generate excitement around new menu offerings several times a year.
We recently launched our reimagined loyalty program nationwide with the goal of deepening personal relationships with guests, even as we scale.

and 130 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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