Form 4: Chefs' Warehouse COO John Pappas Reports Equity Transactions

Chefs' Warehouse Vice Chairman and COO John Pappas reported multiple equity transactions, including acquisitions of restricted stock and dispositions for tax withholding, increasing his direct beneficial ownership.

Summary

• John Pappas, Vice Chairman and COO, and a Director of Chefs' Warehouse, Inc. (CHEF), reported several transactions involving the company's common stock.
• On February 24, 2026, Pappas acquired 24,967 shares of common stock upon the certification of performance conditions applicable to previously awarded performance-based restricted common stock.
• On the same date, 20,421 shares were withheld at a price of $72.42 to cover tax obligations related to the vesting of performance-based restricted common stock.
• Also on February 24, 2026, Pappas was granted 16,773 shares of restricted common stock pursuant to The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan (the "Plan").
• For these newly granted shares, forfeiture restrictions for 9,866 shares will lapse in one-third increments annually starting February 24, 2026, and for 6,907 shares upon achieving specific per-share price performance conditions.
• On February 25, 2026, 1,292 shares were withheld at a price of $72.12 due to the vesting of restricted common stock.
• Following these reported transactions, Pappas directly beneficially owns 774,957 shares of common stock.
• Additionally, Pappas indirectly beneficially owns 400,000 shares through a single member LLC, the sole member of which is a grantor retained annuity trust established by him, where he serves as the sole trustee and sole annuity beneficiary.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting the successful achievement of performance targets by a key executive and the ongoing alignment of management incentives with long-term shareholder value through new equity grants.

Positives

• Acquisition of 24,967 shares upon certification of performance conditions indicates successful achievement of prior performance targets by a key executive.
• Grant of 16,773 shares of restricted common stock aligns management's interests with long-term shareholder value through future vesting conditions tied to time and performance.

Negatives

• Dispositions of 20,421 shares at $72.42 and 1,292 shares at $72.12 were for tax withholding purposes upon vesting, representing a reduction in direct holdings, though not a discretionary sale.

Future Outlook

The vesting schedule for the newly granted restricted stock, with forfeiture restrictions lapsing in one-third increments annually from February 24, 2026, and upon achievement of specific per-share price performance conditions, indicates a long-term incentive structure for management.

Industry Context

StockSavvy.ai notes that executive equity grants and performance-based vesting are standard practices in the food distribution and specialty food industry, aiming to align executive incentives with company performance and shareholder returns. This filing reflects routine compensation mechanisms for a key executive at Chefs' Warehouse, a prominent player in the specialty food distribution sector.

Related Party Transactions

• Indirect ownership of 400,000 shares is held by a single member LLC, the sole member of which is a grantor retained annuity trust established by the reporting person, who is also the sole trustee and sole annuity beneficiary. This is a common estate planning vehicle for executives.

Stakeholder Impact

• Shareholders: The transactions reflect ongoing executive compensation and alignment of management interests with shareholder value through performance-based equity.
• Management: John Pappas's compensation includes significant equity components tied to company performance and long-term tenure.

Next Steps

• Forfeiture restrictions on 9,866 shares of restricted common stock will lapse in one-third increments on the first, second, and third anniversary dates of February 24, 2026.
• Forfeiture restrictions on 6,907 shares of restricted common stock will lapse upon achievement of specific per-share price performance conditions.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation transactions, including the vesting of performance-based awards and new restricted stock grants, along with tax-related dispositions. Such filings are generally not indicative of a fundamental shift in the company's prospects or a discretionary investment decision by the insider. Therefore, it does not provide a basis for a change in investment recommendation, suggesting a 'hold' position for existing investors.

Keywords

Chefs' Warehouse, CHEF, John Pappas, Insider Trading, Form 4, Equity Incentive Plan, Restricted Stock, Performance Shares, Stock Ownership, Executive Compensation