Pappas Christopher 4

What Happened

• Christopher Pappas, President, CEO and a director of Chefs' Warehouse (CHEF), was issued/vested a total of 75,951 shares of restricted common stock on Feb 24, 2026 (two award events: 45,431 and 30,520 shares).
• To cover exercise price/tax obligations, 31,880 shares were withheld on Feb 24 at $72.42 (value $2,308,750) and 1,689 shares were withheld on Feb 25 at $72.12 (value $121,811). These withholdings total 33,569 shares and ~$2.43 million and are not open-market sales.
• Net increase in shares held by Pappas from these transactions is 42,382 shares (75,951 issued minus 33,569 withheld). Some of the issued shares remain subject to forfeiture or performance conditions (see key details).

Key Details

• Transaction dates and prices: Feb 24, 2026 — 31,880 shares withheld @ $72.42 (value $2,308,750); Feb 25, 2026 — 1,689 shares withheld @ $72.12 (value $121,811). Awards credited on Feb 24, 2026: 45,431 and 30,520 shares.
• Net new shares from the events: +42,382 shares (subject to restrictions/performance conditions).
• Footnotes: awards issued under the Chefs’ Warehouse Amended and Restated 2019 Omnibus Equity Incentive Plan. Some awarded shares remain subject to forfeiture: 17,953 of certain shares vest in one‑third increments over three anniversaries; 12,567 vest only upon meeting per‑share price performance conditions. Footnotes confirm certain shares were acquired upon certification of performance conditions and some were withheld to satisfy tax liabilities.
• Filing: Form 4 filed Feb 26, 2026 reporting period Feb 24, 2026 — filed within the typical two-business-day window (i.e., timely).

Context

• These transactions reflect issuance/vesting of restricted and performance-based awards with shares withheld to cover tax/exercise obligations (a common, administrative step). The withheld shares are not the same as an open-market sale and do not necessarily signal the insider’s view on the stock.
• For retail investors: purchases or net increases in holdings can be more informative than routine withholdings; here the company issued a sizeable award and Pappas kept a net increase of shares, though some remain subject to future vesting/performance conditions.