Polychroni Christina 4

4 · Chefs' Warehouse, Inc. · Filed Feb 26, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

Chefs' Warehouse CHRO Christina Polychroni Receives Awards; Shares Withheld

What Happened

Christina Polychroni, Chief Human Resources Officer of Chefs' Warehouse (CHEF), received two grants of restricted common stock totaling 9,948 shares on Feb 24, 2026.
To cover tax liabilities/exercise price, 1,960 shares were withheld/disposed: 514 shares at $72.12 (proceeds $37,070) on Feb 25, 2026, and 1,446 shares at $72.42 (proceeds $104,719) on Feb 24, 2026 — total cash of about $141,789. These disposals are tax-withholding/payments (code F), not open-market sales.

Key Details

Transaction dates and prices:
- Feb 24, 2026: Award of 6,504 shares (A) and award of 3,444 shares (A) — total 9,948 shares.
- Feb 24, 2026: 1,446 shares withheld @ $72.42 for taxes/exercise = $104,719.
- Feb 25, 2026: 514 shares withheld @ $72.12 for taxes/exercise = $37,070.
Total shares withheld/disposed: 1,960; total proceeds shown: ~$141,789.
Awards granted under The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan (the "Plan").
Footnotes of note:
- F1: Some shares were acquired upon certification of performance conditions for performance-based awards.
- F3/F5: Shares were withheld upon vesting to cover tax liabilities.
- F4: Of the granted restricted shares, 5,003 have time-based forfeiture lapsing in one-third increments tied to anniversaries (starting Feb 24, 2026) and 1,501 are subject to per-share price performance conditions.
- F2 referenced the ESPP (employee stock purchase plan) but is not tied to the reported grant/withholding here.
Shares owned after the transactions are not disclosed in the excerpt provided.
Filing: Form 4 filed Feb 26, 2026 — appears to have been filed promptly (no late-filing indicator provided).

Context

These transactions are primarily grants of restricted stock with routine share-withholding to satisfy tax obligations. Withholding/disposal (code F) is standard when restricted shares vest and does not represent an intentional open-market sale.
The awards include both time-based and performance-based components; some shares remain subject to future vesting or performance conditions.

Form 4

Period: 2026-02-24

Chief Human Resources Officer

Transactions

Footnotes (5)

[F1]Shares acquired upon the certification of performance conditions applicable to performance-based restricted common stock awarded to the reporting person pursuant to the Plan.
[F2]Includes shares of the Issuer's common stock purchased pursuant to the The Chefs' Warehouse, Inc. Employee Stock Purchase Plan.
[F3]Shares withheld upon the vesting of performance-based restricted common stock awarded to the reporting person pursuant to the Plan.
[F4]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 5,003 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 1,501 of these shares will lapse upon achievement of performance conditions based on the per-share price of the Issuer's common stock.
[F5]Shares withheld upon the vesting of restricted common stock awarded to the reporting person pursuant to the Plan.

Signature

/s/ Alexandros Aldous, Attorney-in-Fact for Christina Polychroni|2026-02-26

1 file