Chefs' Warehouse (CHEF) COO has shares withheld to cover tax liability

Rhea-AI Filing Summary

Chefs' Warehouse, Inc. director and Vice Chairman and COO John Pappas reported an insider transaction involving company common stock. On March 4, 2026, 2,742 shares were withheld at $62.52 per share to cover tax obligations upon the vesting of restricted stock granted under the Amended and Restated 2019 Omnibus Equity Incentive Plan. Following this tax-withholding disposition, he holds 769,575 shares directly and 400,000 shares indirectly through a single-member LLC tied to a grantor retained annuity trust for which he is the sole trustee and annuity beneficiary.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pappas John

Role Vice Chairman and COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,742	$62.52	$171K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 769,575 shares (Direct); Common Stock — 400,000 shares (Indirect, See footnote)

Footnotes (1)

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"). 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.

Form 4 Insider Transactions: What Each Field Means →

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 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)
03/04/2026

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	03/04/2026		F(1)		2,742	D	$62.52	769,575	D
Common Stock								400,000	I	See footnote(2)

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").

2. 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	03/05/2026
	** 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 transaction did Chefs' Warehouse (CHEF) report for John Pappas?

John Pappas reported a tax-withholding disposition of Chefs' Warehouse common stock. On March 4, 2026, 2,742 shares were withheld to satisfy tax obligations triggered by the vesting of restricted stock granted under the company’s 2019 Omnibus Equity Incentive Plan.

How many CHEF shares were withheld and at what price in this Form 4?

The filing shows 2,742 Chefs' Warehouse common shares withheld at a price of $62.52 per share. This occurred as part of a tax-withholding transaction connected to the vesting of restricted stock previously awarded to John Pappas under the company’s equity incentive plan.

What is John Pappas’s role at Chefs' Warehouse, Inc. (CHEF)?

John Pappas is both a director and an officer of Chefs' Warehouse, serving as Vice Chairman and Chief Operating Officer. His dual leadership roles mean his equity transactions are closely monitored and must be reported publicly through regulatory filings like this Form 4.

How many Chefs' Warehouse shares does John Pappas hold after the reported transaction?

After the March 4, 2026 transaction, John Pappas directly holds 769,575 Chefs' Warehouse common shares. He also indirectly holds 400,000 additional shares through a single-member LLC associated with a grantor retained annuity trust for which he is sole trustee and annuity beneficiary.

Which equity plan caused the tax-withholding share disposition reported for CHEF?

The tax-withholding disposition stems from restricted common stock awarded under The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan. When the restricted stock vested, shares were withheld to cover related tax liabilities owed by reporting person John Pappas.

How are John Pappas’s indirect CHEF holdings structured in this Form 4?

His indirect Chefs' Warehouse holdings are held by a single-member LLC. That LLC’s sole member is a grantor retained annuity trust established by John Pappas, where he serves as sole trustee and sole annuity beneficiary, giving him an indirect interest in 400,000 common shares.