Pappas John 4

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

AI-generated summary of this filing

Updated Feb 27, 2026

Chefs' Warehouse COO John Pappas Receives Awards, Withholds Shares

What Happened

John Pappas, Vice Chairman, COO and a director of Chefs' Warehouse (CHEF), received awards/vesting of restricted common stock and had shares withheld to cover tax liabilities. On Feb 24, 2026 he was credited with two issuances totaling 41,740 shares (24,967 and 16,773). To satisfy tax withholding, 20,421 shares were withheld on Feb 24 at $72.42 (proceeds $1,478,889) and 1,292 shares were withheld on Feb 25 at $72.12 (proceeds $93,179). Net shares acquired from these events = 20,027.

Key Details

Transaction dates and prices:
- 2026-02-24: +24,967 shares (award/acquisition; footnote F1)
- 2026-02-24: -20,421 shares withheld @ $72.42 for taxes (payment of tax liability; proceeds $1,478,889; footnote F2)
- 2026-02-24: +16,773 shares (award/grant; footnote F3)
- 2026-02-25: -1,292 shares withheld @ $72.12 for taxes (payment of tax liability; proceeds $93,179; footnote F4)
Total shares credited: 41,740. Total shares withheld: 21,713. Net shares added: 20,027. Total withholding proceeds ≈ $1,572,068.
Shares owned after the transactions: not specified in the provided filing excerpt.
Relevant footnotes:
- F1: shares acquired upon certification of performance conditions (performance-based vesting).
- F2/F4: shares withheld to pay tax liabilities upon vesting.
- F3: the 16,773-share grant includes time-based and performance-based components (9,866 lapse in thirds over 3 years; 6,907 tied to performance).
- F5: some shares are held via a single-member LLC/grantor retained annuity trust related to the reporting person.
Filing: Report filed 2026-02-26 covering transactions on Feb 24–25; no indication in the provided data that the filing was late.

Context

These transactions are vesting/award-related, not open-market purchases or discretionary sales. The disposals were tax-withholding "sales" (common when restricted stock vests), not necessarily an indication of insider selling for investment reasons.
Performance- and time-based restricted stock means some shares vested because performance targets were certified (F1), while other shares remain subject to future time or performance conditions (F3).

Form 4

Period: 2026-02-24

DirectorVice Chairman and COO

Transactions

Award
Common Stock
[F1]
2026-02-24+24,967→ 779,897 total
Tax Payment
Common Stock
[F2]
2026-02-24$72.42/sh−20,421$1,478,889→ 759,476 total
Award
Common Stock
[F3]
2026-02-24+16,773→ 776,249 total
Tax Payment
Common Stock
[F4]
2026-02-25$72.12/sh−1,292$93,179→ 774,957 total

Holdings

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]Shares withheld upon the vesting of performance-based restricted common stock awarded to the reporting person pursuant to the Plan.
[F3]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 9,866 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 6,907 of these shares will lapse upon achievement of performance conditions based on the per-share price of the Issuer's common stock.
[F4]Shares withheld upon the vesting of restricted common stock awarded to the reporting person pursuant to the Plan.
[F5]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.

Signature

/s/ Alexandros Aldous, Attorney-in-Fact for John Pappas|2026-02-26

1 file