Form 4: Chefs' Warehouse CEO Boosts Stake with Restricted Stock

Chefs' Warehouse President and CEO Christopher Pappas reported significant acquisitions of common stock through performance-based awards and restricted stock grants, alongside tax-related dispositions.

Summary

• Christopher Pappas, President and CEO of Chefs' Warehouse, Inc. (CHEF), acquired 45,431 shares of common stock on February 24, 2026, upon the certification of performance conditions for previously awarded performance-based restricted common stock.
• On the same date, 31,880 shares were disposed of at a price of $72.42 per share, withheld to cover tax obligations upon the vesting of performance-based restricted common stock.
• Pappas was granted an additional 30,520 shares of restricted common stock on February 24, 2026, under The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan.
• Of these new restricted shares, 17,953 will vest in one-third increments on the first through third anniversary dates of February 24, 2026, while 12,567 shares will vest upon the achievement of specific per-share price performance conditions of the Issuer's common stock.
• On February 25, 2026, 1,689 shares were disposed of at a price of $72.12 per share, withheld for taxes upon the vesting of restricted common stock.
• Following these transactions, Christopher Pappas directly beneficially owns 2,332,851 shares of common stock and indirectly owns 192,667 shares through GRATs.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing. The significant acquisition of shares through performance-based awards and new grants demonstrates continued alignment of the CEO's interests with shareholders, despite routine tax-related dispositions.

Positives

• Christopher Pappas acquired a total of 75,951 shares of common stock through performance-based awards and new restricted stock grants, indicating continued alignment with shareholder interests.
• The acquisition of 45,431 shares was due to the successful certification of performance conditions, suggesting the company met specific operational or financial targets.

Negatives

• A total of 33,569 shares were disposed of (31,880 shares at $72.42 and 1,689 shares at $72.12) to cover tax obligations related to the vesting of restricted stock, reducing direct beneficial ownership.

Future Outlook

Future vesting of 17,953 restricted shares will occur in one-third increments on the first through third anniversary dates of February 24, 2026. An additional 12,567 restricted shares will vest upon the achievement of specific per-share price performance conditions of the Issuer's common stock.

Management Comments

• Christopher Pappas's transactions are pursuant to The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan, reflecting compensation and incentive structures tied to company performance and stock price.

Industry Context

StockSavvy.ai notes that insider transactions, such as those reported in a Form 4, provide transparency into management's direct ownership changes. While tax-related dispositions are common upon vesting, the significant grants and acquisitions based on performance conditions can signal management's confidence in the company's future prospects within the specialty food distribution industry.

Stakeholder Impact

• Shareholders: Increased direct ownership by the CEO, particularly through performance-based awards, can signal management's confidence and alignment with long-term shareholder value creation. Transparency of these transactions provides insight into insider activity.

Next Steps

• The forfeiture restrictions on 17,953 restricted shares will lapse in one-third increments on the first through third anniversary dates of February 24, 2026.
• The forfeiture restrictions on 12,567 restricted shares will lapse upon the achievement of specific per-share price performance conditions of the Issuer's common stock.

Key Dates

Keywords

Chefs' Warehouse, CHEF, Christopher Pappas, Insider Transaction, Form 4, Restricted Stock, Performance-Based Awards, Equity Incentive Plan, Stock Ownership, CEO