Chefs' Warehouse (CHEF) CEO logs equity grants and tax-withheld shares

Rhea-AI Filing Summary

Chefs' Warehouse, Inc. President and CEO Christopher Pappas reported equity compensation and related tax-withholding transactions in company common stock. On February 24, 2026, he acquired 45,431 shares and 30,520 shares as stock grants at no cost, tied to the company’s equity incentive plan and performance conditions. On the same date, he disposed of 31,880 shares, and on February 25, 2026 he disposed of 1,689 shares, both as tax-withholding dispositions to cover obligations upon vesting, not open-market sales. Following these direct transactions, he held 2,332,851 common shares directly, plus 192,667 shares held indirectly through GRATs.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pappas Christopher

(Last) (First) (Middle)

100 EAST RIDGE ROAD

(Street)

RIDGEFIELD CT 06877

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Chefs' Warehouse, Inc. [ CHEF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2026		A		45,431	A	(1)	2,335,900	D
Common Stock	02/24/2026		F(2)		31,880	D	$72.42	2,304,020	D
Common Stock	02/24/2026		A		30,520	A	(3)	2,334,540	D
Common Stock	02/25/2026		F(4)		1,689	D	$72.12	2,332,851	D
Common Stock								192,667	I	By GRATs

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares acquired upon the certification of performance conditions applicable to performance-based restricted common stock awarded to the reporting person pursuant to the Plan.

2. Shares withheld upon the vesting of performance-based restricted common stock awarded to the reporting person pursuant to the Plan.

3. The reporting person was granted shares of restricted common stock pursuant to The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan (the "Plan"). The forfeiture restrictions associated with 17,953 of these shares will lapse in one-third increments as of the first through third anniversary dates of February 24, 2026. The forfeiture restrictions associated with 12,567 of these shares will lapse upon achievement of performance conditions based on the per-share price of the Issuer's common stock.

4. Shares withheld upon the vesting of restricted common stock awarded to the reporting person pursuant to the Plan.

	/s/ Alexandros Aldous, Attorney-in-Fact for Christopher Pappas	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did CHEF CEO Christopher Pappas report in this Form 4 filing?

Christopher Pappas reported stock grants and tax-withholding share dispositions in Chefs' Warehouse common stock. He received two equity awards and had shares withheld to cover tax obligations tied to vesting of performance-based and time-based restricted stock under the company’s equity incentive plan.

How many Chefs' Warehouse (CHEF) shares did the CEO acquire in stock grants?

Pappas acquired 45,431 shares and 30,520 shares of Chefs' Warehouse common stock as grants. These awards were made at no purchase price under the Amended and Restated 2019 Omnibus Equity Incentive Plan and are subject to performance conditions and forfeiture restrictions over future anniversary dates.

Were the CHEF share disposals by the CEO open-market sales?

The disposals were not open-market sales. They were reported with code F as tax-withholding dispositions, meaning shares were withheld to pay tax liabilities upon vesting of restricted and performance-based stock, rather than being sold by the CEO on the open market.

What is Christopher Pappas’s Chefs' Warehouse shareholding after these transactions?

After these transactions, Pappas directly owned 2,332,851 shares of Chefs' Warehouse common stock. In addition, 192,667 shares were reported as held indirectly through GRATs, reflecting another block of stock associated with him under indirect ownership in the filing.

What performance conditions apply to the new CHEF restricted stock awards?

Part of the new restricted stock vests based on performance conditions tied to Chefs' Warehouse’s per-share common stock price. Other shares have forfeiture restrictions that lapse in one-third increments on the first, second, and third anniversaries of February 24, 2026, if service and conditions are satisfied.

What role does the Chefs' Warehouse 2019 Omnibus Equity Incentive Plan play here?

All reported grants and vesting-related withholdings are tied to the Amended and Restated 2019 Omnibus Equity Incentive Plan. The plan governs performance-based awards, time-based restricted stock, vesting schedules, and share withholding mechanisms used to satisfy tax obligations on behalf of the CEO.