Chefs' Warehouse (CHEF) CAO has 531 vested shares withheld for tax

Rhea-AI Filing Summary

Chefs' Warehouse, Inc. Chief Accounting Officer Tim McCauley reported an automatic share disposition related to equity compensation. On the vesting of restricted common stock under the company’s Amended and Restated 2019 Omnibus Equity Incentive Plan, 531 shares were withheld at $71.39 per share to cover tax obligations. After this tax-withholding disposition, McCauley directly held 49,494 shares of 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

OMB APPROVAL

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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).

X

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^*

McCauley Tim

(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 Accounting 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)		531	D	$71.39	49,494	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 Tim McCauley	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.
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FAQ

What insider transaction did Chefs' Warehouse (CHEF) report for Tim McCauley?

Chefs' Warehouse reported an automatic tax-withholding disposition for Chief Accounting Officer Tim McCauley. When restricted stock vested under the company’s 2019 equity plan, 531 shares were withheld to satisfy tax obligations, rather than sold in an open-market transaction.

How many Chefs' Warehouse (CHEF) shares were withheld and at what price?

A total of 531 Chefs' Warehouse common shares were withheld at $71.39 per share. This withholding occurred upon vesting of restricted stock and was used to cover associated tax liabilities under the company’s Amended and Restated 2019 Omnibus Equity Incentive Plan.

Does the Form 4 for Chefs' Warehouse (CHEF) show an open-market sale by the CAO?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were automatically withheld when restricted stock vested to cover tax liabilities, as permitted under Chefs' Warehouse’s 2019 Omnibus Equity Incentive Plan.

How many Chefs' Warehouse (CHEF) shares does Tim McCauley hold after this transaction?

After the tax-withholding disposition, Chief Accounting Officer Tim McCauley directly holds 49,494 Chefs' Warehouse common shares. This figure reflects his position following the 531 shares withheld upon vesting of restricted stock granted under the company’s 2019 equity incentive plan.

What plan governed the Chefs' Warehouse (CHEF) restricted stock vesting for this Form 4?

The restricted stock vesting was governed by The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan. Under this plan, 531 vested shares were withheld from Chief Accounting Officer Tim McCauley to satisfy tax obligations linked to the equity award.