Chefs' Warehouse (CHEF) CAO logs 7,500-share sale plus new stock grants

Rhea-AI Filing Summary

Chefs' Warehouse, Inc. Chief Accounting Officer Tim McCauley reported several stock transactions in company common shares. The largest was an open-market sale of 7,500 shares at $70.00 per share on February 18, 2026, executed under a pre-established Rule 10b5-1 trading plan.

On February 24, 2026, he received stock grants totaling 7,698 shares at no cost, tied to performance certifications and new restricted stock awards, while 1,925 shares were withheld at $72.42 per share to cover tax liabilities. On February 25, 2026, an additional 410 shares were withheld at $72.12 per share for taxes. After these transactions, he directly owned 50,025 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

OMB APPROVAL

OMB Number:			3235-0287
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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).

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)
02/18/2026

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	02/18/2026		S(1)		7,500	D	$70	44,662(2)	D
Common Stock	02/24/2026		A		3,501	A	(3)	48,163	D
Common Stock	02/24/2026		F(4)		1,925	D	$72.42	46,238	D
Common Stock	02/24/2026		A		4,197	A	(5)	50,435	D
Common Stock	02/25/2026		F(6)		410	D	$72.12	50,025	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. The sale of shares was executed pursuant to a 10b5-1 plan put in place by the Reporting Person on March 13, 2025.

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

3. Shares acquired upon the certification of performance conditions applicable to performance-based restricted common stock awarded to the reporting person pursuant to the Plan.

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

5. 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 3,228 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 969 of these shares will lapse upon achievement of performance conditions based on the per-share price of the Issuer's common stock.

6. 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 Tim McCauley	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).
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 transactions did Chefs' Warehouse (CHEF) report for Tim McCauley?

Tim McCauley reported an open-market sale of 7,500 CHEF shares plus multiple stock grants and tax-withholding dispositions. The filing shows both equity awards and shares withheld to cover tax liabilities related to vesting and performance-based stock.

How many Chefs' Warehouse (CHEF) shares did the CAO sell and at what price?

The Chief Accounting Officer sold 7,500 CHEF shares in an open-market transaction at $70.00 per share. This trade occurred on February 18, 2026 and was executed under a pre-arranged Rule 10b5-1 trading plan.

How many Chefs' Warehouse (CHEF) shares did Tim McCauley receive as stock awards?

McCauley received a total of 7,698 CHEF shares as stock awards on February 24, 2026. These included performance-based restricted stock certified as earned and new restricted shares granted under the company’s Amended and Restated 2019 Omnibus Equity Incentive Plan.

Were any of Tim McCauley’s Chefs' Warehouse (CHEF) transactions for tax withholding?

Yes. The filing shows 1,925 CHEF shares withheld at $72.42 per share and 410 shares withheld at $72.12 per share. These were used to satisfy tax liabilities upon vesting of restricted and performance-based stock.

How many Chefs' Warehouse (CHEF) shares does Tim McCauley own after these transactions?

After all reported grants, sales, and tax withholdings, Tim McCauley directly owns 50,025 shares of Chefs' Warehouse common stock. This reflects his updated direct ownership position following the February 2026 equity award activity and the 7,500-share open-market sale.

What are the key terms of the new Chefs' Warehouse (CHEF) restricted stock granted to McCauley?

The filing states 3,228 shares of restricted stock vest in one-third increments on the first through third anniversaries of February 24, 2026. An additional 969 shares vest only if specified per-share stock price performance conditions are achieved.