Chefs Warehouse Inc

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the quarter ended December 27, 2024, none of the Company’s directors or executive officers adopted, modified orterminated any contract, instruction or written plan for the purchase or sale of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Compensatory Arrangements of Certain Officers

On February 25, 2025, the Compensation and Human Capital Committee granted the following:

•250,000 performance-based restricted share units (each, a “PSU”) to the Chairman and Chief Executive Officer; and

•41,625 PSUs to each of: (i) the Chief Operating Officer and Vice Chairman; (ii) the Chief Financial Officer; (iii) the General Counsel, Corporate Secretary and Chief Government Relations Officer and (iv) the Chief Human Resources Officer.

The PSUs will have a four-year term from the date of grant and will only become vested and payable to the extent that a qualifying change in control, as further described below, occurs during such four-year period. The PSUs are subject to performance conditions designed to directly tie pay outcomes to shareholder value creation in connection with a successful change in control, if it occurs. In granting the PSUs, the Compensation and Human Capital Committee intended to address two key objectives: (1) ensure leadership continuity and motivation and incentive to build and increase the value of the Company during the four-year award term, and (2) align compensation with rigorous performance thresholds connected to a successful change in control, if it occurs, that results in outsized returns for shareholders. The PSUs are not part of regular annual compensation.

The PSUs’ performance-based vesting is based on the occurrence of a change in control of the Company within the four-year period following the date of grant and the extent to which the per-share change in control deal price of the Company achieves certain specified percentage thresholds over the 180-day volume-weighted average price (“VWAP”) of a share of the Company as of the date immediately before the grant date of the PSUs, which have been pre-established by the Compensation and Human Capital Committee (“Deal Premium Thresholds") (such change in control of the Company, a “Qualifying Change in Control”). Between 0% to 100% of the PSUs are eligible to vest, and the amount of the PSUs vested and earned will be determined based on the extent to which the Deal Premium Thresholds are satisfied. Amounts earned are determined by linear interpolation if results are between the specified Deal Premium Thresholds. If a Qualifying Change in Control does not occur (i.e., there is no change in control during the four-year term, or there is a change in control but the Deal Premium Thresholds are not achieved), the PSUs will terminate and no shares or payments will be delivered in respect of the PSUs.

Vesting is also subject to continuous service with the Company until the occurrence of a Qualifying Change in Control, with limited exceptions provided in the applicable award agreement, such as an involuntary termination of employment without “cause” or by the executive for “good reason” or termination for death or disability, each within a 12-month period before the Qualifying Change in Control (or pro-rated vesting in the event of death and disability before such 12-month period), in each case based on the actual attainment of the Deal Premium Thresholds.

Any amounts earned in respect of the PSUs are settled in shares of common stock of the Company to the extent that such shares are available under the 2019 Plan (or otherwise cash-settled based on the value of a share of the Company at award settlement).

This summary of the PSU Awards is qualified in its entirety by reference to the applicable award agreement (a form of which is attached as an exhibit to this Annual Report on Form 10-K) and to the 2019 Plan (which is attached as an exhibit to the Registrant’s Form S-8 filed on May 26, 2022).