Chefs' Warehouse (CHEF) COO logs stock grants and tax withholdings

Rhea-AI Filing Summary

Chefs' Warehouse, Inc. Vice Chairman and COO John Pappas reported equity award activity and related tax share withholdings in company stock. On February 24, 2026, he acquired 24,967 and 16,773 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, 20,421 shares were disposed of at $72.42 per share, and on February 25, 2026, another 1,292 shares were disposed of at $72.12 per share, both for tax-withholding purposes rather than open-market sales. After these transactions, he directly owned 774,957 shares of common stock and indirectly held 400,000 shares through a single-member LLC tied to a grantor retained annuity trust he established.

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 John

(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)
	Vice Chairman and COO

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		24,967	A	(1)	779,897	D
Common Stock	02/24/2026		F(2)		20,421	D	$72.42	759,476	D
Common Stock	02/24/2026		A		16,773	A	(3)	776,249	D
Common Stock	02/25/2026		F(4)		1,292	D	$72.12	774,957	D
Common Stock								400,000	I	See footnotes(5)

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 9,866 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 6,907 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.

5. Shares are held by a single member LLC the sole member of which is a grantor retained annuity trust established by the reporting person and of which the reporting person is the sole trustee and sole annuity beneficiary.

	/s/ Alexandros Aldous, Attorney-in-Fact for John 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.
* 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 Chefs' Warehouse (CHEF) report for John Pappas?

Chefs' Warehouse reported that Vice Chairman and COO John Pappas received restricted stock grants and performance-based shares, and had shares withheld to satisfy tax obligations. These transactions involved common stock awards under the company’s equity plan, rather than open-market buying or selling of shares.

How many Chefs' Warehouse (CHEF) shares did John Pappas acquire in this Form 4?

John Pappas acquired 24,967 shares and 16,773 shares of Chefs' Warehouse common stock on February 24, 2026. These shares were granted at $0.00 per share under the company’s equity incentive plan as restricted and performance-based stock awards tied to specified conditions.

Were any Chefs' Warehouse (CHEF) shares sold by John Pappas in the open market?

The filing shows dispositions of 20,421 shares at $72.42 and 1,292 shares at $72.12, both coded as tax-withholding transactions. These shares were withheld to cover tax liabilities on vesting awards, not reported as discretionary open-market sales into the trading market.

What is John Pappas’s total Chefs' Warehouse (CHEF) share ownership after these transactions?

After the reported transactions, John Pappas directly owned 774,957 shares of Chefs' Warehouse common stock. He also indirectly held 400,000 shares through a single-member LLC whose sole member is a grantor retained annuity trust he established and serves as trustee and annuity beneficiary.

What do the performance-based Chefs' Warehouse (CHEF) awards to John Pappas require?

The filing notes that some shares were acquired upon certification of performance conditions, and others will vest based on stock price performance. For one grant, forfeiture restrictions on 9,866 shares lapse over three years, while 6,907 shares vest only if specified share-price performance conditions are achieved.

How are the indirect Chefs' Warehouse (CHEF) shares held for John Pappas structured?

The Form 4 states 400,000 shares are held by a single-member LLC. The LLC’s sole member is a grantor retained annuity trust established by John Pappas, where he is the sole trustee and sole annuity beneficiary, giving him an indirect ownership interest in those shares.