Chefs' Warehouse (CHEF) CFO has shares withheld to cover taxes

Rhea-AI Filing Summary

Chefs' Warehouse, Inc. Chief Financial Officer James Leddy reported a tax-related share disposition tied to equity compensation. On the vesting of restricted common stock under the company’s 2019 Omnibus Equity Incentive Plan, 1,754 common shares were withheld at $71.39 per share to cover tax obligations. After this withholding, Leddy directly holds 135,057 shares of Chefs' Warehouse common stock.

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^*

Leddy James

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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)		1,754	D	$71.39	135,057	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

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").

	/s/ Alexandros Aldous, Attorney-in-Fact for James Leddy	03/03/2026
	** 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 insider transaction did Chefs' Warehouse (CHEF) report for James Leddy?

Chefs' Warehouse reported that CFO James Leddy had 1,754 common shares withheld on February 28, 2026. These shares were retained by the company to satisfy tax obligations arising from the vesting of restricted stock awarded under its 2019 Omnibus Equity Incentive Plan.

Was the Chefs' Warehouse CFO’s Form 4 transaction an open-market stock sale?

No, the transaction was not an open-market sale. The 1,754 common shares were withheld by the company to cover tax liabilities upon vesting of restricted stock granted to CFO James Leddy under the Chefs' Warehouse 2019 Omnibus Equity Incentive Plan.

How many Chefs' Warehouse shares does CFO James Leddy own after this Form 4?

After the tax-withholding disposition, CFO James Leddy directly owns 135,057 shares of Chefs' Warehouse common stock. This figure reflects his holdings following the withholding of 1,754 shares associated with the vesting of restricted stock awards under the company’s equity incentive plan.

What was the price used for the Chefs' Warehouse tax-withholding share disposition?

The 1,754 Chefs' Warehouse common shares withheld for taxes were valued at $71.39 per share. This price was used to determine the tax-withholding amount when restricted stock vested for CFO James Leddy under the company’s amended and restated 2019 Omnibus Equity Incentive Plan.

Which equity plan governed the Chefs' Warehouse CFO’s restricted stock vesting?

The restricted stock vesting and related share withholding for CFO James Leddy occurred under The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan. This plan provides for equity awards, including restricted common stock, granted as part of executive compensation.