McCauley Tim 4

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.