CAVA Group (CAVA) risk factors, FY2025 10-K

Risks Related to Our Business and Our Industry

1. 01We operate in a highly competitive industry
2. 02Our 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 growth27% rewritten
3. 03We may not be able to successfully identify appropriate locations and develop and expand our operations in existing and new markets
4. 04New restaurants may not be profitable, and may negatively affect sales at our existing locations
5. 05Negative changes in guest perception of our brand could negatively impact our business
6. 06Our efforts to market our restaurants and brand may not be successful
7. 07Food safety issues and food-borne illness concerns may harm our business29% rewritten
8. 08and may be liable for monetary damages as a result of a judgment against us or fines by federal, state, and foreign regulatory agenciesNew
9. 09Lastly, the occurrence of food-borne illnesses or food safety issues could result in a temporary supply disruption and adversely affect the price and availability of affected ingredients
10. 10If we are unable to maintain or increase prices, our margins may decrease
11. 11The 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
12. 12We are subject to risks associated with leasing property30% rewritten
13. 13We may not be able to successfully expand our digital and delivery business, which is subject to risks outside of our control
14. 14Our inability or failure to utilize, recognize, respond to, and effectively manage the immediacy of social media could have a material adverse effect on our business33% rewritten
15. 15influencers that we partner with, have acquired significant followers, may adversely affect our ability to engage with guests and promote our brandNew
16. 16We may not maintain profitability in the future, especially if we continue to grow at an accelerated rate36% rewritten
17. 17We may not realize the anticipated benefits from past and potential future acquisitions, investments or other strategic initiatives

Risks Related to Our Manufacturing and Supply Chain

1. 18We may not be able to manage our manufacturing and supply chain effectively, which may adversely affect our results of operations
2. 19Our reliance on third parties could have an adverse effect on our business, financial condition, and results of operations
3. 20We may not successfully optimize, operate, and manage our production facilities
4. 21We may experience shortages, delays, or interruptions in the delivery of food items and other products
5. 22We may face increases in food, commodity, energy, and other costs21% rewritten

Risks Related to Our People and Culture

1. 23We may face increases in labor costs, labor shortages, and difficulties in identifying, hiring, training, motivating, and retaining the right Team Members
2. 24Our success depends on our ability to attract, develop, and retain our management team and key Team Members

Risks Related to Information Technology Systems, Cybersecurity, Data Privacy, and Intellectual Property

1. 25Security 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
2. 26Our business is subject to complex and evolving laws and regulations regarding privacy, data protection, and cybersecurity
3. 27We may not be able to adequately protect or enforce our rights in our intellectual property
4. 28We have been, and may in the future be, subject to claims that we violated certain third-party intellectual property rights
5. 29We rely heavily on information technology systems and failures, or interruptions in, or not effectively scaling and adapting, our information technology systems could harm our business
6. 30resulting from the failure of such infrastructure. Remediation of such problems could result in significant, unplanned capital investments and harm our business, financial condition, and results of operations
7. 31Our use or capabilities of artificial intelligence may result in reputational harm and liability and may have a material adverse effect on our business, financial condition and results of operations.44% rewritten
8. 32Our business operations and our ability to acquire, retain, and serve our guests are highly dependent upon the reliable performance of our website and the CAVA app and the underlying network and server infrastructure

Risks Related to Legal and Governmental Regulation

1. 33We 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
2. 34Additionally, we import some of our products and food service items and such items are subject to tariffs that were enacted by executive order. The imposition by the government of new or additional tariffs or trade barriers could harm our business and results of operationsNew
3. 35We are subject to various claims and legal actions that could distract management, increase our expenses, or subject us to monetary damages or other remedies
4. 36If tax laws change or we experience adverse outcomes resulting from examination of our tax returns or disagreements with taxing authorities, it could adversely affect our business, financial condition, and results of operations71% rewritten
5. 37Our ability to use our net operating loss carryforwards may be limited
6. 38Economic 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
7. 39We are subject to evolving rules and regulations with respect to sustainability matters58% rewritten
8. 40any revisions to such initiatives or goals, or for failing, or being perceived to have failed, to achieve such initiatives or goalsNew
9. 41Climate change and volatile adverse weather conditions could adversely affect our restaurant sales or results of operations
10. 42Our inability or failure to execute a comprehensive business continuity plan for our Collaboration Center Organization following a disaster or force majeure event could have a material adverse impact on our business27% rewritten
11. 43Our quarterly financial results may fluctuate significantly, including due to factors that are not in our control

Risks Related to Our Indebtedness

1. 44As of December 28, 2025, we had no outstanding indebtedness, and $74.1 million of undrawn availability, under our 2022 Credit Facility (as defined below)
2. 45Our 2022 Credit Facility contains restrictions on our ability to operate our business and to pursue our business strategies
3. 46Our failure to comply with the 2022 Credit Facility or the terms of any future indebtedness, including as a result of events beyond our control, could result in an event of default that could materially adversely affect our business, financial condition, and results of operations38% rewritten

Risks Related to Our Common Stock

1. 47Failure to comply with requirements to design, implement and maintain effective internal controls could have a material adverse effect on our business and stock price81% rewritten
2. 48Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result
3. 49Your percentage ownership in our company may be diluted by future issuances of our common stock, which could reduce your influence over matters on which stockholders vote72% rewritten
4. 50Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your shares of common stock for a price greater than that which you paid for it
5. 51Future sales, or the perception of future sales, by us or our existing stockholders could cause the market price for our common stock to decline
6. 52If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline
7. 53Anti-takeover provisions in our organizational documents and under Delaware law could delay or prevent a change of control
8. 54Our Board of Directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval