McCauley Tim 4
4 · Chefs' Warehouse, Inc. · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Chefs' Warehouse (CHEF) CAO Tim McCauley Sells Shares
What Happened
Tim McCauley, Chief Accounting Officer of Chefs' Warehouse (CHEF), executed an open‑market sale and received restricted stock awards while some vested shares were withheld for taxes. On 2026-02-18 he sold 7,500 shares at $70.00 each for $525,000 pursuant to a 10b5‑1 plan. On 2026-02-24 he was granted a total of 7,698 restricted shares (3,501 and 4,197 shares under the company's omnibus plan). To satisfy tax obligations, 1,925 shares were withheld on 2026-02-24 at $72.42 (value $139,409) and 410 shares were withheld on 2026-02-25 at $72.12 (value $29,569).
Key Details
- Transactions and prices:
- 2026-02-18: Sale — 7,500 shares @ $70.00 = $525,000 (open market; F1: 10b5‑1 plan).
- 2026-02-24: Award/Grant — 3,501 shares (restricted; no price reported).
- 2026-02-24: Tax withholding — 1,925 shares @ $72.42 = $139,409 (F4/F6: shares withheld upon vesting).
- 2026-02-24: Award/Grant — 4,197 shares (restricted; no price reported).
- 2026-02-25: Tax withholding — 410 shares @ $72.12 = $29,569.
- Total granted on 2/24: 7,698 restricted shares. Total shares withheld for taxes: 2,335 shares (1,925 + 410). Total proceeds from the open‑market sale: $525,000. Withholding values total $168,978.
- Footnotes of note:
- F1: Feb 18 sale executed under a 10b5‑1 trading plan established 2025-03-13.
- F3, F5: Grants are restricted stock under Chefs' Warehouse’s 2019 Omnibus Equity Incentive Plan; some shares vest over time and some are performance‑conditioned (e.g., of the 4,197 shares, 3,228 lapse in one‑third increments starting Feb 24, 2026 and 969 vest on stock‑price performance).
- F4/F6: Certain shares were withheld to satisfy tax withholding obligations upon vesting.
- Shares owned after these transactions: not disclosed in the information provided.
- Filing: Form 4 filed 2026-02-26; covers transactions through 2026-02-25 and appears to have been filed timely.
Context
- Code meanings: S = sale, A = award/grant, F = shares withheld for tax payment. The Feb 18 sale was a prearranged 10b5‑1 trade (not an ad‑hoc market sell). The grants are restricted stock subject to vesting and performance conditions, so they are not equivalent to a market purchase. Tax‑withheld shares are retained by the company (or broker) to cover withholding and do not necessarily reflect an intent to realize cash beyond the open‑market sale.
Insider Transaction Report
Form 4
McCauley Tim
Chief Accounting Officer
Transactions
- Sale
Common Stock
[F1][F2]2026-02-18$70.00/sh−7,500$525,000→ 44,662 total - Award
Common Stock
[F3]2026-02-24+3,501→ 48,163 total - Tax Payment
Common Stock
[F4]2026-02-24$72.42/sh−1,925$139,409→ 46,238 total - Award
Common Stock
[F5]2026-02-24+4,197→ 50,435 total - Tax Payment
Common Stock
[F6]2026-02-25$72.12/sh−410$29,569→ 50,025 total
Footnotes (6)
- [F1]The sale of shares was executed pursuant to a 10b5-1 plan put in place by the Reporting Person on March 13, 2025.
- [F2]Includes shares of the Issuer's common stock purchased pursuant to the The Chefs' Warehouse, Inc. Employee Stock Purchase Plan.
- [F3]Shares acquired upon the certification of performance conditions applicable to performance-based restricted common stock awarded to the reporting person pursuant to the Plan.
- [F4]Shares withheld upon the vesting of performance-based restricted common stock awarded to the reporting person pursuant to the Plan.
- [F5]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 3,228 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 969 of these shares will lapse upon achievement of performance conditions based on the per-share price of the Issuer's common stock.
- [F6]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 Tim McCauley|2026-02-26