Shares and IPOs - Defined
• Shares: A unit of ownership in the business. The number of shares you have determines how big a piece of the company you own. For example, if a company has 100,000 shares of stock and you own 1,000, you have a 1% equity ownership stake in that company's business.
• Initial Public Offering: An Initial Public Offering (“IPO”) is the first public issuance of stock by a company that has not been publicly traded immediately prior to such issuance.
What is the CAVA Directed Share Program (“DSP”)?
We’re planning to reserve some of the common shares offered during our IPO for eligible CAVA Rewards Program members and other people who have been an important part of our journey so far. These shares will be available to purchase at the IPO price, without paying a brokerage fee.
Why are you offering it?
We want to express our gratitude to our CAVA Rewards members and others who have been part of CAVA’s journey. For CAVA, it’s about welcoming more people to the table, so they can be part of our story and our future.
You are not obligated to participate in the DSP.
How does eligibility work?
The program has strict eligibility requirements, so there are limitations on who can participate. We’ve done our best to make the process fair.
CAVA Rewards members will be eligible to participate so long as:
• They currently live in the United States, and
• Are a Connoisseur or Epicure Rewards member in good standing as of May 16, 2023
There are some regulatory requirements -- e.g. FINRA affiliation, an employer’s code of conduct, etc. -- that may restrict you from setting up the required brokerage account and/or participating in the program, even if you are eligible otherwise.
How can I participate?
• If you are eligible, you’ll get an email on May 19, 2023 with details on how to pre-register and get more information about the CAVA DSP program. You’ll need to complete the pre-registration by May 26, 2023. After that, we can’t accept submissions.
• Once you’ve pre-registered for the program, you’ll get an email from CAVA letting you know to watch for an email from the Program Administrator.
• In a few weeks, the Program Administrator will invite you to enroll and set up a special brokerage account for the program.
• Please note that there are other regulatory requirements that may restrict you from setting up a special brokerage account with the Program Administrator and/or from participating in the program.
What’s the price per share? Will I be charged a commission?
Once the Securities & Exchange Commission ("SEC") declares CAVA’s filing to go public effective, the price per share can be set. The SEC publishes a “preliminary prospectus” that contains a range of potential prices. But please note that there is no assurance about the actual IPO price per share, and it could be above or below the range.
You won’t be charged a commission on shares you purchase through this program.
Who administers the program?
The program will be administered entirely by one of our underwriters.
I don’t want to participate, but my friend or family member does. Can I give them my spot?
No. Only CAVA Rewards Program members who meet the eligibility requirements can participate.
I’m an eligible CAVA Rewards member. Am I obligated to participate?
No. We’re making the program available to eligible loyalty members who are interested, but you are under no obligation to participate.
What if I change my mind?
Even if you’ve set up a special brokerage account for the program, you don’t have to make an investment decision until just before the IPO.
My question isn’t answered. Why can’t I receive more information about the program?
We are currently in a “quiet period” when SEC rules prevent us from sharing additional information.
Important Legal Information about the Directed Share Program and this FAQ
The offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from one of the underwriters.
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This notification shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
No offer to buy the securities can be accepted and no part of the purchase price can be received until the registration statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the notice of its acceptance given after the effective date.