Chefs' Warehouse (CHEF) COO reports tax-withholding of vested stock

Rhea-AI Filing Summary

Chefs' Warehouse, Inc. director and executive John Pappas reported a tax-related share disposition tied to equity compensation. On February 28, 2026, 2,640 shares of common stock at $71.39 per share were withheld to cover taxes upon vesting of restricted stock under the company’s 2019 Omnibus Equity Incentive Plan. After this withholding, he directly holds 772,317 common shares and indirectly holds 400,000 additional shares through a single-member LLC linked to a grantor retained annuity trust for which he serves as sole trustee and annuity beneficiary.

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)
02/28/2026

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)		2,640	D	$71.39	772,317	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	03/03/2026
	** 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).
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FAQ

What transaction did Chefs' Warehouse (CHEF) executive John Pappas report on this Form 4?

John Pappas reported a tax-withholding share disposition. On February 28, 2026, 2,640 Chefs' Warehouse common shares were withheld upon vesting of restricted stock granted under the company’s 2019 Omnibus Equity Incentive Plan to satisfy associated tax obligations.

How many Chefs' Warehouse (CHEF) shares does John Pappas own directly after this filing?

After the reported transaction, John Pappas directly owns 772,317 Chefs' Warehouse common shares. This figure reflects his holdings following the withholding of 2,640 shares for tax purposes tied to the vesting of restricted stock awards under the equity incentive plan.

What does the tax-withholding transaction code F mean in the Chefs' Warehouse (CHEF) Form 4?

Transaction code F shows shares withheld to pay taxes or exercise costs. In this case, 2,640 Chefs' Warehouse shares were withheld upon vesting of restricted common stock, rather than sold in the open market, to cover the reporting person’s tax liability.

What indirect Chefs' Warehouse (CHEF) holdings does John Pappas report on this Form 4?

The filing lists 400,000 Chefs' Warehouse common shares held indirectly. These shares are owned by a single-member LLC whose sole member is a grantor retained annuity trust established by John Pappas, where he is sole trustee and sole annuity beneficiary.

Does the Chefs' Warehouse (CHEF) Form 4 indicate any open-market buying or selling by John Pappas?

The reported transaction is a tax-withholding disposition, not an open-market trade. Shares were withheld upon vesting of restricted stock to satisfy tax obligations, with no separate buy or sell transaction in the market disclosed in this Form 4.