Chefs' Warehouse (CHEF) CEO option exercise and 95,908-share sale

Rhea-AI Filing Summary

Chefs' Warehouse, Inc. President and CEO Christopher Pappas exercised 95,908 stock options on March 3, 2026, receiving 95,908 common shares at $20.23 per share, then sold 95,908 common shares at a weighted average price of $62.53. The filing states this option exercise and sale were undertaken because the option would otherwise expire on March 7, 2026. Earlier, on February 28, 2026, 3,965 shares of common stock were withheld at $71.39 per share to cover tax obligations. In a separate transaction, on March 3, 2026, a Grantor Retained Annuity Trust associated with Pappas contributed 60,392 common shares to a charitable trust, and neither Pappas nor his family members are trustees or control that trust’s investment decisions.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/28/2026

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	02/28/2026		F(1)		3,965	D	$71.39	2,328,886	D
Common Stock	03/02/2026		G		60,392	D	$0	62,639(2)	I	By GRATs
Common Stock								2,398,522(3)	D
Common Stock	03/03/2026		M(4)		95,908	A	$20.23	2,494,430	D
Common Stock	03/03/2026		S(4)		95,908	D	$62.53	2,398,522(5)	D

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
Price-Based Stock Options (Right to Buy)	$20.23	03/03/2026		M			95,908	03/07/2019	03/07/2026	Common Stock	95,908	$0	0	D

Explanation of Responses:

1. Shares withheld upon the vesting of restricted common stock awarded to the Reporting Person pursuant to The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan (the "Plan").

2. On March 3, 2026, the Reporting Person's Grantor Retained Annuity Trust contributed 60,392 shares of the Issuer's common stock to a charitable trust. Neither the Reporting Person nor any member of the Reporting Person's family is a trustee of the trust, nor do they have control over the trust's investment decisions.

3. Includes 69,636 shares of the Issuer's common stock which were previously owned indirectly. These shares were contributed to the Reporting Person by the Reporting Person's Grantor Retained Annuity Trusts.

4. The Reporting Person undertook the exercise of the stock option and subsequent disposition solely due to the stock option otherwise expiring on March 7, 2026.

5. Represents the weighted average price of the Common Stock sold on March 3, 2026, ranging from a low of $62.04 to a high of $64.50 per share. The Reporting Person undertakes, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

	/s/ Alexandros Aldous, Attorney-in-Fact for Christopher Pappas	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Chefs' Warehouse (CHEF) CEO report?

The CEO reported exercising 95,908 stock options into common shares at $20.23, then selling 95,908 common shares at a weighted average $62.53. Additional entries covered tax-withholding share disposals and a charitable contribution by a Grantor Retained Annuity Trust.

How many Chefs' Warehouse (CHEF) shares did the CEO sell?

The CEO reported selling 95,908 shares of Chefs' Warehouse common stock. These shares were sold on March 3, 2026 at a weighted average price of $62.53 per share, with individual sale prices ranging from $62.04 to $64.50.

Why did the Chefs' Warehouse (CHEF) CEO exercise stock options and sell shares?

The filing states the CEO exercised the stock option and then disposed of the resulting shares because the option would otherwise expire on March 7, 2026. This timing-driven action is described directly in a footnote to the reported transactions.

What charitable stock transfer involving Chefs' Warehouse (CHEF) shares was reported?

A Grantor Retained Annuity Trust associated with the CEO contributed 60,392 Chefs' Warehouse common shares to a charitable trust on March 3, 2026. The filing notes neither the CEO nor family members serve as trustees or control the charitable trust’s investment decisions.

How many Chefs' Warehouse (CHEF) shares does the CEO hold after these transactions?

After the reported transactions, the CEO directly owned 2,398,522 shares of Chefs' Warehouse common stock. An indirect position of 62,639 shares is also reported, held through Grantor Retained Annuity Trusts, according to the tabular ownership disclosures.

Were any Chefs' Warehouse (CHEF) shares used to cover taxes for the CEO?

Yes. On February 28, 2026, 3,965 shares of Chefs' Warehouse common stock were disposed of at $71.39 per share. A footnote explains this represented shares withheld to satisfy tax obligations related to vested restricted stock awards.