Polychroni Christina 4

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.