Chefs' Warehouse (NASDAQ: CHEF) HR chief logs stock grants and tax share disposals

Rhea-AI Filing Summary

Chefs' Warehouse, Inc. Chief Human Resources Officer Christina Polychroni reported equity award activity in the company’s common stock. On February 24, 2026, she acquired 6,504 shares and 3,444 shares of common stock as grants and performance-based awards at $0.00 per share under the company’s equity incentive plan.

On the same date, 1,446 shares were disposed of at $72.42 per share, and on February 25, 2026, 514 shares were disposed of at $72.12 per share, both as tax-withholding dispositions upon vesting of restricted and performance-based stock. After these transactions, she directly held 36,948 common shares.

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^*

Polychroni Christina

(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 Human Resources Officer

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		3,444	A	(1)	32,404(2)	D
Common Stock	02/24/2026		F(3)		1,446	D	$72.42	30,958	D
Common Stock	02/24/2026		A		6,504	A	(4)	37,462	D
Common Stock	02/25/2026		F(5)		514	D	$72.12	36,948	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 acquired upon the certification of performance conditions applicable to performance-based restricted common stock awarded to the reporting person pursuant to the Plan.

2. Includes shares of the Issuer's common stock purchased pursuant to the The Chefs' Warehouse, Inc. Employee Stock Purchase Plan.

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

4. 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 5,003 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 1,501 of these shares will lapse upon achievement of performance conditions based on the per-share price of the Issuer's common stock.

5. 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 Christina Polychroni	02/26/2026
	** 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).
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FAQ

What insider transactions did CHEF executive Christina Polychroni report?

Christina Polychroni reported equity grants and related tax-withholding share dispositions in Chefs' Warehouse common stock. She received restricted and performance-based stock awards and had shares withheld to cover tax liabilities when those awards vested, all under company equity compensation plans.

How many Chefs' Warehouse (CHEF) shares did the insider acquire and dispose?

Polychroni acquired 6,504 shares and 3,444 shares of Chefs' Warehouse common stock as stock awards, then disposed of 1,446 shares and 514 shares through tax-withholding. These dispositions were not open-market sales but shares withheld to satisfy tax obligations tied to vesting.

Were the CHEF insider’s share dispositions open-market sales?

No, the reported Chefs' Warehouse share dispositions were tax-withholding transactions. Shares were withheld upon vesting of restricted and performance-based stock to pay exercise price or tax liabilities, rather than being sold in open-market trades initiated for investment purposes.

What equity plans were involved in the CHEF insider Form 4 filing?

The transactions involved The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan and the Employee Stock Purchase Plan. Restricted and performance-based common stock was granted and vested, with some shares withheld to cover related tax liabilities under these plans.

How many Chefs' Warehouse shares does the insider hold after these transactions?

Following these equity award grants and tax-withholding dispositions, Christina Polychroni directly holds 36,948 shares of Chefs' Warehouse common stock. This reported balance reflects the net position after both the awarded shares and the shares withheld upon vesting for tax obligations.

What are the key dates and prices in the CHEF Form 4 transactions?

Key dates are February 24, 2026, and February 25, 2026. Grants were recorded at $0.00 per share as awards, while tax-withholding dispositions occurred at $72.42 and $72.12 per share, reflecting the share values used to satisfy the insider’s tax liabilities.