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Chefs' Warehouse
CHEF
#3492
Rank
$4.45 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$109.08
Share price
-2.65%
Change (1 day)
77.97%
Change (1 year)
๐Ÿด Food
Categories
  1. Chefs' Warehouse
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2026 Q2

Chefs' Warehouse - 10-Q quarterly report FY2026 Q2


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 26, 2026
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number: 001-35249
CW_Horizontal_Logo.jpg
THE CHEFS’ WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
Delaware 20-3031526
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
100 East Ridge Road
Ridgefield, Connecticut 06877
(Address of principal executive offices)

Registrant’s telephone number, including area code: (203) 894-1345

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01CHEFThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒
Number of shares of common stock, par value $.01 per share, outstanding at July 24, 2026: 40,796,083
1

THE CHEFS’ WAREHOUSE, INC.
FORM 10-Q
Table of Contents
  Page
PART I. FINANCIAL INFORMATION 
   
Item 1.
4
   
 
4
   
 
5
   
6
8
   
 
9
   
Item 2.
16
   
Item 3.
22
   
Item 4.
22
   
PART II. OTHER INFORMATION 
   
Item 1.
22
   
Item 1A.
22
   
Item 2.
23
   
Item 3.
23
   
Item 4.
23
   
Item 5.
23
   
Item 6.
24
   
25

 

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements in this report regarding the business of The Chefs’ Warehouse, Inc. (the “Company”) that are not historical facts are “forward-looking statements” that involve risks and uncertainties and are based on current expectations and management estimates; actual results may differ materially. Words such as “anticipates”, “expects”, “predicts”, “contemplates”, “projects”, “forecasts”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “could”, “should”, “will”, “may”, “would” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and/or could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The risks and uncertainties which could impact these statements include, but are not limited to the following: our success depends to a significant extent upon general economic conditions, including disposable income levels and changes in consumer discretionary spending; the relatively low margins of our business, which are sensitive to inflationary and deflationary pressures and intense competition; changes in our credit profile and any effect they may have on our relationships with suppliers; the effects of rising costs for and/or decreases in supply of commodities, ingredients, packaging, other raw materials, distribution and labor; price reductions by our manufacturers of products that we sell, which could cause the value of our inventory to decline or our customers to demand lower sales prices; fuel cost volatility and its impact on distribution, packaging and energy costs; our continued ability to promote our brand successfully, to anticipate and respond to new customer demands, and to develop new products and markets to compete effectively; our ability and the ability of our supply chain partners to continue to operate distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; risks associated with the expansion of our business; our possible inability to identify new acquisitions or to integrate recent or future acquisitions, or our failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions; other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that customers could lose confidence in the safety and quality of certain food products; new information or attitudes regarding diet and health or adverse opinions about the health effects of the products we distribute; dependence on independent certifications for products; changes in disposable income levels and consumer purchasing habits; competitors’ pricing practices and promotional spending levels; fluctuations in the level of our customers’ inventories and credit and other related business risks; and the risks associated with third-party suppliers, including the risk that any failure by one or more of our third-party suppliers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain products or injure our reputation; our ability to recruit and retain senior management and a highly skilled and diverse workforce; unanticipated expenses, including, without limitation, litigation or legal settlement expenses, adverse judgments, or impairment charges; the cost and adequacy of our insurance policies; the impact and effects of public health crises, pandemics and epidemics and the adverse impact thereof on our business, financial condition, and results of operations; economic and other developments, or events, including adverse weather conditions, in the culinary markets in which we operate; information technology system failures, cybersecurity incidents, or other disruptions to our use of technology and networks; our ability to realize the benefits we anticipate from investments in information technology; our ability to protect our intellectual property; significant governmental regulation and any potential failure to comply with such regulation; changing rules, public disclosure regulations and stakeholder expectations on ESG-related matters; federal, state, provincial and local tax rules in the United States and the foreign countries in which we operate, including tax reform and legislation; climate change or the legal, regulatory or market measures being implemented to address climate change; the concentration of ownership among our existing executive officers, directors and their affiliates which may prevent new investors from influencing significant corporate decisions; risks relating to our substantial indebtedness; our ability to raise additional capital and/or obtain debt or other financing, on commercially reasonable terms or at all; our ability to meet future cash requirements, including the ability to access financial markets effectively and maintain sufficient liquidity; the effects of currency movements in the jurisdictions in which we operate as compared to the U.S. dollar; the effects of international trade disputes, tariffs, quotas and other import or export restrictions on our international procurement, sales and operations; other factors discussed elsewhere in this report and in our other public filings with the Securities and Exchange Commission (“SEC”).

Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, speak only as of the date made. A more detailed description of these and other risk factors is contained in the Company’s most recent Annual Report on Form 10-K filed with the SEC on February 24, 2026 and other reports, including this Quarterly Report on Form 10-Q, filed by the Company with the SEC since that date. The Company is not undertaking to update any information in the foregoing reports until the filing or effective dates of its future reports required by applicable laws.

3

PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
(Amounts in thousands, except share data)
June 26, 2026 December 26, 2025
ASSETS  
Current assets:  
Cash and cash equivalents$135,466 $120,982 
Accounts receivable, net of allowances ($27,112 in 2026, $26,965 in 2025)
395,875 392,374 
Inventories379,836 385,722 
Prepaid expenses and other current assets64,592 70,811 
Total current assets975,769 969,889 
Property and equipment, net348,850 342,019 
Operating lease right-of-use assets200,980 205,270 
Goodwill363,391 362,742 
Intangible assets, net126,098 137,310 
Other assets11,084 10,777 
Total assets$2,026,172 $2,028,007 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Accounts payable$246,124 $275,622 
Accrued liabilities91,061 78,458 
Short-term operating lease liabilities24,269 24,832 
Accrued compensation61,883 66,350 
Current portion of long-term debt30,958 28,197 
Total current liabilities454,295 473,459 
Long-term debt, net of current portion693,723 720,333 
Operating lease liabilities197,658 201,542 
Deferred taxes, net27,654 22,424 
Other liabilities4,607 5,940 
Total liabilities1,377,937 1,423,698 
Commitments and contingencies
Stockholders’ equity:  
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at June 26, 2026 and December 26, 2025, respectively
— — 
Common Stock - $0.01 par value, 100,000,000 shares authorized, 40,783,752 and 40,679,813 shares issued and outstanding at June 26, 2026 and December 26, 2025, respectively
408 407 
Additional paid-in capital406,885 405,020 
Accumulated other comprehensive loss(3,416)(2,763)
Retained earnings244,358 201,645 
Total stockholders’ equity648,235 604,309 
Total liabilities and stockholders’ equity$2,026,172 $2,028,007 

See accompanying notes to the condensed consolidated financial statements.
4

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
(Amounts in thousands, except share and per share amounts)
Thirteen Weeks EndedTwenty-Six Weeks Ended
June 26,
2026		June 27,
2025		June 26,
2026		June 27,
2025
Net sales$1,168,613 $1,034,906 $2,227,623 $1,985,654 
Cost of sales875,726 780,567 1,677,368 1,505,320 
Gross profit292,887 254,339 550,255 480,334 
Selling, general and administrative expenses234,177 213,750 458,322 416,513 
Other operating expenses, net81 373 170 870 
Operating income58,629 40,216 91,763 62,951 
Interest expense9,411 10,715 19,807 20,968 
Income before income taxes49,218 29,501 71,956 41,983 
Provision for income tax expense15,451 8,260 20,822 10,454 
Net income$33,767 $21,241 $51,134 $31,529 
Other comprehensive (loss) income:  
Foreign currency translation adjustments(428)842 (653)1,019 
Comprehensive income$33,339 $22,083 $50,481 $32,548 
Net income per share:   
Basic$0.87 $0.55 $1.32 $0.81 
Diluted$0.76 $0.49 $1.16 $0.74 
Weighted average common shares outstanding:  
Basic38,930,511 38,883,019 38,871,337 38,788,843 
Diluted46,049,607 46,031,127 46,041,507 46,055,696 
 
See accompanying notes to the condensed consolidated financial statements.
5

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(Amounts in thousands, except share amounts)

 Common StockAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
Total
 SharesAmount
Balance December 26, 202540,679,813 $407 $405,020 $(2,763)$201,645 $604,309 
Net income— — — — 17,367 17,367 
Stock compensation— — 4,139 — — 4,139 
Common stock retired(156,861)(1)(1,581)— (8,421)(10,003)
Cumulative translation adjustment— — — (225)— (225)
Common stock issued under stock plans, net of shares surrendered to pay tax withholding220,737 2 (6,958)— — (6,956)
Balance March 27, 202640,743,689 $408 $400,620 $(2,988)$210,591 $608,631 
Net income— — — — 33,767 33,767 
Stock compensation— — 6,304 — — 6,304 
Cumulative translation adjustment— — — (428)— (428)
Common stock issued under stock plans, net of shares surrendered to pay tax withholding40,063 — (39)— — (39)
Balance June 26, 202640,783,752 $408 $406,885 $(3,416)$244,358 $648,235 



6

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (continued)
(Unaudited)
(Amounts in thousands, except share amounts)

Common StockAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
Total
SharesAmount
Balance December 27, 202440,248,884 $402 $399,111 $(3,807)$141,940 $537,646 
Net income— — — — 10,288 10,288 
Stock compensation— — 4,121 — — 4,121 
Warrants exercised9,479 — — — — — 
Cumulative translation adjustment— — — 177 — 177 
Common stock issued under stock plans, net of shares surrendered to pay tax withholding416,028 4 (10,596)— — (10,592)
Balance March 28, 202540,674,391 $406 $392,636 $(3,630)$152,228 $541,640 
Net income— — — — 21,241 21,241 
Stock compensation— — 4,223 — — 4,223 
Common stock retired(159,982)(1)(1,554)— (8,448)(10,003)
Warrants exercised3,860 — — — — — 
Cumulative translation adjustment— — — 842 — 842 
Common stock issued under stock plans, net of shares surrendered to pay tax withholding219,526 2 (227)— — (225)
Balance June 27, 202540,737,795 $407 $395,078 $(2,788)$165,021 $557,718 

See accompanying notes to the condensed consolidated financial statements.
7

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Twenty-Six Weeks Ended
June 26, 2026June 27, 2025
Cash flows from operating activities:  
Net income $51,134 $31,529 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization of property and equipment30,160 25,332 
Amortization of intangible assets11,171 12,103 
Provision for allowance for credit losses8,065 6,603 
Provision for deferred income taxes5,174 1,111 
Stock compensation12,826 9,629 
Non-cash interest and other operating activities1,595 3,552 
Changes in assets and liabilities, net of acquisitions:  
Accounts receivable(11,812)9,279 
Inventories5,416 (51,410)
Prepaid expenses and other current assets4,139 2,000 
Accounts payable, accrued liabilities and accrued compensation(19,313)14,685 
Other assets and liabilities(1,904)(344)
Net cash provided by operating activities96,651 64,069 
Cash flows from investing activities:  
Capital expenditures(16,927)(22,325)
Cash paid for acquisitions, net of cash acquired(283)— 
Net cash used in investing activities(17,210)(22,325)
Cash flows from financing activities:  
Payment of debt and other financing obligations(6,500)(11,500)
Payment of finance leases(10,242)(6,506)
Common stock repurchases(10,003)(10,003)
Proceeds from exercise of stock options2,041 — 
Surrender of shares to pay withholding taxes(10,164)(11,636)
Payments under asset-based loan facility (30,000)(20,000)
Net cash used in financing activities(64,868)(59,645)
Effect of foreign currency on cash and cash equivalents(89)112 
Net change in cash and cash equivalents14,484 (17,789)
Cash and cash equivalents-beginning of period120,982 114,655 
Cash and cash equivalents-end of period$135,466 $96,866 

See accompanying notes to the condensed consolidated financial statements.
8

THE CHEFS’ WAREHOUSE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share amounts)

Note 1 – Operations and Basis of Presentation
 
Description of Business and Basis of Presentation
 
The Chefs’ Warehouse, Inc., and its wholly-owned subsidiaries (the “Company”), is a distributor of specialty food and center-of-the-plate products in the United States, the Middle East and Canada. The Company is focused on serving the specific needs of chefs who own and/or operate restaurants, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores.

The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years, the Company will add a fourteenth week to its fourth quarter to more closely align its year-end to the calendar year.

Consolidation

The unaudited condensed consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements and the related interim information contained within the notes to such unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 26, 2025 filed as part of the Company’s Annual Report on Form 10-K (the “2025 Form 10-K”).

The unaudited condensed consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s 2025 Form 10-K, and in the opinion of management, include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations and other factors, the results of operations for the thirteen and twenty-six weeks ended June 26, 2026 are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates.
9

Note 2 – Summary of Significant Accounting Policies

Revenue Recognition
 
The following table presents the Company’s net sales disaggregated by principal product category:
Thirteen Weeks EndedTwenty-Six Weeks Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Center-of-the-Plate$457,612 39.2 %$394,327 38.1 %$878,480 39.4 %$755,819 38.1 %
Specialty:
Dry Goods185,824 15.9 %167,680 16.2 %352,544 15.8 %317,786 16.0 %
Produce166,201 14.2 %124,032 12.0 %305,478 13.7 %243,604 12.3 %
Pastry149,368 12.8 %139,268 13.5 %295,875 13.3 %267,806 13.5 %
Cheese and Charcuterie79,392 6.8 %75,990 7.3 %148,335 6.7 %141,165 7.1 %
Dairy and Eggs68,561 5.9 %77,953 7.5 %132,431 5.9 %154,022 7.8 %
Oils and Vinegars36,763 3.1 %35,713 3.5 %68,405 3.1 %67,363 3.4 %
Kitchen Supplies24,892 2.1 %19,943 1.9 %46,075 2.1 %38,089 1.8 %
Total Specialty$711,001 60.8 %$640,579 61.9 %$1,349,143 60.6 %$1,229,835 61.9 %
Total net sales$1,168,613 100 %$1,034,906 100 %$2,227,623 100 %$1,985,654 100 %

The Company determines its product category classification based on how the Company currently markets its products to its customers. The Company’s definition of its principal product categories may differ from the way in which other companies present similar information. Net sales by product category may include estimates of product mix for certain locations that are not yet fully integrated into the Company’s sales reporting system as of the reporting date.

Note 3 – Net Income per Share
 
Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share adjusts basic net income per share for all the potentially dilutive shares outstanding during the period. When the Company’s convertible notes are dilutive, interest on the convertible notes, net of tax, is added back to net income in order to calculate diluted earnings available to common shareholders.

The following table sets forth the computation of basic and diluted net income per common share:
 Thirteen Weeks EndedTwenty-Six Weeks Ended
 June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Net income per share:   
Basic$0.87 $0.55 $1.32 $0.81 
Diluted$0.76 $0.49 $1.16 $0.74 
Weighted average common shares:   
Basic38,930,511 38,883,019 38,871,337 38,788,843 
Diluted46,049,607 46,031,127 46,041,507 46,055,696 

10

Reconciliation of net income per common share:
 Thirteen Weeks EndedTwenty-Six Weeks Ended
 June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Numerator:   
Net income$33,767 $21,241 $51,134 $31,529 
Add effect of dilutive securities   
Interest on convertible notes, net of tax1,175 1,226 2,349 2,451 
Net income available to common shareholders$34,942 $22,467 $53,483 $33,980 
Denominator:   
Weighted average basic common shares outstanding38,930,511 38,883,019 38,871,337 38,788,843 
Dilutive effect of unvested common shares624,126 581,013 675,200 700,950 
Dilutive effect of stock options and warrants— 72,125 — 70,933 
Dilutive effect of convertible notes6,494,970 6,494,970 6,494,970 6,494,970 
Weighted average diluted common shares outstanding46,049,607 46,031,127 46,041,507 46,055,696 
 
Potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive are as follows:
 Thirteen Weeks EndedTwenty-Six Weeks Ended
 June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Restricted share awards (“RSAs”) and restricted stock units (“RSUs”)8,798 215,454 226,242 259,505 

Note 4 – Fair Value Measurements
 
Fair Value of Financial Instruments

The carrying amounts reported in the Company’s condensed consolidated balance sheets for accounts receivable and accounts payable approximate fair value due to their immediate to short-term nature. The fair values of the asset-based loan facility and term loan approximated their book values as of June 26, 2026 and December 26, 2025, as these instruments had variable interest rates that reflected current market rates available to the Company and are classified as Level 2 fair value measurements.

The following table presents the carrying value and fair value of the Company’s convertible notes and its unsecured note issued in connection with the acquisition of Italco Food Products (“Italco”) in fiscal 2025 (“Italco Note”). The fair value of the Company’s 2028 Convertible Senior Notes was based on bid/ask quotes as of or near the balance sheet date. The fair value of the Italco Note was determined based upon observable market prices of similar debt instruments.
 June 26, 2026December 26, 2025
Fair Value HierarchyCarrying ValueFair ValueCarrying ValueFair Value
2028 Convertible Senior NotesLevel 2$287,500 $640,985 $287,500 $442,750 
Italco NoteLevel 2$10,790 $11,081 $10,700 $10,768 
 
Note 5 – Inventories
 
Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence to approximate their net realizable value totaling $12,318 and $10,520 at June 26, 2026 and December 26, 2025, respectively.

11

Note 6 – Property and Equipment
 
Property and equipment is net of accumulated depreciation and amortization of $201,614 and $178,931 at June 26, 2026 and December 26, 2025, respectively.

Note 7 – Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill are presented as follows:
Carrying amount as of December 26, 2025$362,742 
Goodwill adjustment (1)
815 
Foreign currency translation(166)
Carrying amount as of June 26, 2026$363,391 
(1) Reflects net working capital and measurement period adjustments related to a prior year acquisition.

Other intangible assets are net of accumulated amortization of $200,796 and $189,625 as of June 26, 2026 and December 26, 2025, respectively. Amortization expense for other intangible assets was $5,520 and $6,009 for the thirteen weeks ended June 26, 2026 and June 27, 2025, respectively, and $11,171 and $12,103 for the twenty-six weeks ended June 26, 2026 and June 27, 2025, respectively.

Note 8 – Debt Obligations

Debt obligations as of June 26, 2026 and December 26, 2025 consisted of the following:
Weighted Average Effective Interest Rate at June 26, 2026
MaturityJune 26, 2026December 26, 2025
Senior secured term loans6.86 %August 2029$245,500 $252,000 
2028 Convertible senior notes2.77 %December 2028287,500 287,500 
Asset-based loan facility5.94 %August 203070,000 100,000 
Finance leases and other financing obligations7.11 %Various130,394 119,451 
Unamortized deferred costs(8,713)(10,421)
Total debt obligations724,681 748,530 
Less: current installments(30,958)(28,197)
Total long-term debt$693,723 $720,333 

Senior Secured Term Loan Credit Facility

In January 2026 and June 2025, the Company entered into amendments to its senior secured term loan agreement, which reduced the interest rate spread on its senior secured term loan facility. Arrangement fees and third-party transaction costs were expensed as incurred and included in interest expense and other operating expenses, respectively, within the Company’s condensed consolidated statements of operations. Additionally, during the twenty-six weeks ended June 26, 2026 and June 27, 2025, the Company made voluntary principal prepayments totaling $5,000 and $5,000, respectively, towards the senior secured term loan. In connection with the prepayments, the Company wrote off unamortized deferred financing fees, which were included in interest expense within the Company’s condensed consolidated statements of operations.

12

The Company recorded the following expenses in its condensed consolidated statements of operations as a result of these debt amendments and prepayments:
 Thirteen Weeks Ended Twenty-Six Weeks Ended
 June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Loss on debt extinguishment related to prepayment included in interest expense
$— $150 $130 $150 
Arrangement fees included in interest expense
— 525 525 525 
Third-party transaction costs included in other operating expense
— 49 51 49 

Asset-Based Loan Facility

As of June 26, 2026, the Company had reserved $44,356 of its asset-based loan facility (“the ABL”) for the issuance of letters of credit and funds totaling $185,644 were available for borrowing under the ABL.

Convertible Notes

The net carrying value of the Company’s 2028 convertible senior notes as of June 26, 2026 and December 26, 2025 was:
June 26, 2026December 26, 2025
Principal AmountUnamortized Deferred CostsNet AmountPrincipal AmountUnamortized Deferred CostsNet Amount
2028 Convertible Notes$287,500 $(2,865)$284,635 $287,500 $(3,438)$284,062 

The components of interest expense on the Company’s convertible notes were as follows:
 Thirteen Weeks Ended Twenty-Six Weeks Ended
 June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Coupon interest$1,707 $1,707 $3,414 $3,414 
Amortization of deferred costs and premium287 287 573 573 
Total interest$1,994 $1,994 $3,987 $3,987 

Note 9 – Stockholders’ Equity

Equity Awards

The following table reflects the activity of RSAs and RSUs during the twenty-six weeks ended June 26, 2026:
Time-BasedPerformance-BasedMarket-Based
SharesWeighted Average
Grant Date Fair Value		SharesWeighted Average
Grant Date Fair Value		SharesWeighted Average
Grant Date Fair Value
Unvested at December 26, 2025470,866 $48.71 1,307,313 $51.22 175,786 $37.10 
Granted215,705 73.01 190,035 72.43 33,535 72.43 
Vested(186,759)45.00 (119,145)32.55 (86,329)28.84 
Forfeited(22,059)54.91 (139,866)32.55 — — 
Unvested at June 26, 2026477,753 $60.85 1,238,337 $58.38 122,992 $52.53 

The Company granted 439,275 RSAs and RSUs to its employees and directors at a weighted average grant date fair value of $72.71 during the twenty-six weeks ended June 26, 2026. These awards are a mix of time-, market- and performance-based grants that generally vest over a range of periods up to five years. The Company recognized expense on its RSAs and RSUs
13

totaling $6,304 and $4,223 during the thirteen weeks ended June 26, 2026 and June 27, 2025, respectively, and $10,443 and $8,344 during the twenty-six weeks ended June 26, 2026 and June 27, 2025, respectively. No share-based compensation expense has been capitalized.

At June 26, 2026, the total unrecognized compensation cost for unvested RSAs and RSUs was $40,196 and the weighted-average remaining period was approximately 1.9 years. Of this total, $24,959 related to awards with time-based vesting provisions and $15,237 related to awards with performance- and market-based vesting provisions. At June 26, 2026, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs and RSUs were approximately 1.8 years and 2.0 years, respectively.

Share Repurchase Program

In November 2023, the Company announced a two-year share repurchase program in an amount up to $100,000. In February 2026, the board of directors authorized the extension of the share repurchase program for ten years, subject to that same $100,000 limit. The remaining share purchase authorization was $57,617 at June 26, 2026. The Company is not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.

Note 10 – Income Taxes

The Company’s effective tax rate was 31.4% and 28.0% for the thirteen weeks ended June 26, 2026 and June 27, 2025, respectively, and 28.9% and 24.9% for the twenty-six weeks ended June 26, 2026 and June 27, 2025, respectively. Both periods include the impact of a discrete item related to a tax benefit from the vesting of stock awards. The effective tax rate otherwise varies from the 21% statutory rate primarily due to state taxes and permanent adjustments.

As a result of a five year carryback allowed under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the Company carried back its 2020 federal income tax loss, which resulted in an income tax refund receivable of $27,670 as of June 26, 2026. The receivable is reflected in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet.

Note 11 – Segment Information

The Company’s business consists of three operating segments: East, Midwest and West that aggregate into one reportable segment, foodservice distribution, which is concentrated primarily in the United States.

The accounting policies of the foodservice distribution segment are the same as those for the consolidated company. The Company’s chief operating decision maker, who is the Company’s chief executive officer, uses gross profit as the measure of profit or loss to assess segment performance and allocate resources.

Consolidated gross profit, reported on the statement of operations and comprehensive income, is used to evaluate whether to reinvest profits into the foodservice distribution segment or into other parts of the entity, such as for acquisitions or to repurchase its common shares. Additionally, gross profit is used to monitor budget versus actual results and in competitive analysis by benchmarking to the Company’s competitors. Consolidated total assets, reported on the balance sheet, is the measure of segment assets.

14

The following table presents information about the Company’s foodservice distribution segment:
 Thirteen Weeks EndedTwenty-Six Weeks Ended
 June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Net sales (1):
United States$1,083,805 $941,515 $2,041,779 $1,793,420 
International84,808 93,391 185,844 192,234 
Total net sales$1,168,613 $1,034,906 $2,227,623 $1,985,654 
Less:
Cost of sales - non-production costs (2)
860,272 764,030 1,647,289 1,470,531 
Cost of sales - food processing costs (3)(4)
15,454 16,537 30,079 34,789 
Cost of sales875,726 780,567 1,677,368 1,505,320 
Gross profit$292,887 $254,339 $550,255 $480,334 

(1)The Company’s revenue is disaggregated by geographic area based on sales office location. No country outside of the United States had revenue greater than 10% of consolidated revenue for the thirteen and twenty-six weeks ended June 26, 2026 and June 27, 2025.
(2)Non-production costs represent the net purchase price paid for products sold, plus the cost of transportation necessary to bring the product to the Company’s distribution facilities. Non-production costs include purchase incentives and product purchase credits from certain vendors.
(3)Food processing costs include, but are not limited to, direct labor and benefits, applicable overhead and depreciation of equipment and facilities used in food processing activities.
(4)Food processing costs included $236 and $257 of depreciation expense for the thirteen weeks ended June 26, 2026 and June 27, 2025, respectively, $478 and $518 for the twenty-six weeks ended June 26, 2026 and June 27, 2025, respectively.

Refer to the condensed consolidated statements of operations and comprehensive income for the reconciliation of consolidated gross profit, which is the Company’s segment measure of profit or loss, to consolidated income before income taxes.

Note 12 – Supplemental Disclosures of Cash Flow Information
Twenty-Six Weeks Ended
June 26, 2026June 27, 2025
Supplemental cash flow disclosures:
Cash paid for income taxes$16,985 $14,154 
Cash paid for interest, net of cash received18,503 20,560 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$21,267 $19,381 
Operating cash flows from finance leases4,170 2,360 
ROU assets obtained in exchange for lease liabilities:
Operating leases$9,829 $21,872 
Finance leases22,590 39,548 


15

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to the accompanying condensed consolidated financial statements and footnotes to help provide an understanding of our financial condition, changes in our financial condition and results of operations. The following discussion should be read in conjunction with information included in our Annual Report on Form 10-K for the fiscal year ended December 26, 2025 (the “2025 Form 10-K”) filed with the SEC. Unless otherwise indicated, the terms “Company”, “Chefs’ Warehouse”, “we”, “us” and “our” refer to The Chefs’ Warehouse, Inc. and its subsidiaries. All dollar amounts included in the tables in the following discussion are presented in thousands.

Business Overview

We are a premier distributor of specialty foods in the leading culinary markets in the United States, the Middle East and Canada. We offer more than 90,000 stock-keeping units (“SKUs”), ranging from high-quality specialty foods and ingredients to basic ingredients and staples and center-of-the-plate proteins, such as beef, seafood and poultry. We serve more than 55,000 core customer locations, primarily located in our 23 geographic markets across the United States, the Middle East and Canada, and the majority of our customers are independent restaurants and fine dining establishments. We also sell certain of our center-of-the-plate products directly to consumers through our Allen Brothers subsidiary.

Performance Indicators

In assessing the performance of our business, our management team considers a variety of performance and financial measures. The key measures used by our management are discussed below.

•Net sales growth. Our net sales growth is driven principally by changes in volume and, to a lesser degree, changes in price related to the impact of inflation in commodity prices and product mix. In particular, product cost inflation and deflation impact our results of operations and, depending on the amount of inflation or deflation, such impact may be material. For example, inflation may increase the dollar value of our sales, and deflation may cause the dollar value of our sales to fall despite our unit sales remaining constant or growing.

•Gross profit and gross profit margin. Our gross profit and gross profit as a percentage of net sales, or gross profit margin, are driven principally by changes in volume and fluctuations in food and commodity prices and our ability to pass on any price increases to our customers in an inflationary environment and maintain or increase gross profit margin when our costs decline.

Inflation. The majority of our pricing is set at the time of order and we typically pass cost increases or decreases to our customers. Our ability to fully pass along cost changes and the timing of those changes can cause fluctuations in our gross profit margin. Also, some of our pricing to customers is based on a cost-plus methodology, which impacts gross profit in periods of cost inflation or deflation.

Product Mix. Our gross profit margin is also a function of the product mix of our net sales in any period. Given our wide selection of product categories, as well as the continuous introduction of new products, we can experience shifts in product sales mix that have an impact on net sales and gross profit margins. Product mix is most significantly impacted by the introduction of new product categories in markets that we have more recently entered and from acquisitions, as well as the continued growth in item penetration on higher velocity items such as dairy products.

•Volume Measurements. In assessing our results, we utilize both total and organic growth, which excludes growth from an acquired business until it has been reflected in our results of operations for at least 12 months. We use case count as the volume measurement in our specialty product category and pounds sold as the volume measurement in our center-of-the-plate category.

Case count. Case count represents the volume of specialty products sold to customers during a given time period. Case growth is calculated by dividing the change in case volumes sold by the number of cases sold in the prior period. We define a case as the lowest level of packaged products as received from our suppliers, with one case containing several individually packaged units of the same product. Where individual packaged units are sold separately, case volume is calculated using the case equivalent quantity sold.

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Pounds sold. Pounds represent the volume of center-of-the-plate products sold to customers during a given time period. Pounds growth is calculated by dividing the change in pound volumes sold by the number of pounds sold in the prior period.

•Other Performance Indicators. While case count is used for the volume measurement in the specialty category, we also disclose changes in specialty unique customers and specialty placements to provide additional context to our results and to the performance of our business. We define unique customers as the number of customers who purchase product in a given week. Each customer, regardless of the number of deliveries made during the week, is counted only once. Placements is the sum of the unique stock-keeping units (“SKUs”) sold per customer, also in a given week. Our customer count and placements measures are subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and we present these measures for historical periods reflecting these adjustments.

Recent Acquisitions

On October 1, 2025, we entered into an asset purchase agreement to acquire substantially all of the assets of Italco Food Products (“Italco”), a premier specialty food distributor based in Denver, Colorado.

RESULTS OF OPERATIONS
Thirteen Weeks EndedTwenty-Six Weeks Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Net sales$1,168,613 $1,034,906 $2,227,623 $1,985,654 
Cost of sales875,726 780,567 1,677,368 1,505,320 
Gross profit292,887 254,339 550,255 480,334 
Selling, general and administrative expenses234,177 213,750 458,322 416,513 
Other operating expenses, net81 373 170 870 
Operating income58,629 40,216 91,763 62,951 
Interest expense9,411 10,715 19,807 20,968 
Income before income taxes49,218 29,501 71,956 41,983 
Provision for income tax expense15,451 8,260 20,822 10,454 
Net income$33,767 $21,241 $51,134 $31,529 

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Thirteen Weeks Ended June 26, 2026 Compared to Thirteen Weeks Ended June 27, 2025

Net Sales
20262025$ Change% Change
Net sales$1,168,613 $1,034,906 $133,707 12.9 %

Organic growth contributed $126.1 million, or 12.2%, to sales growth and the remaining growth of $7.6 million, or 0.7%, primarily resulted from our acquisition of Italco. Organic case count increased approximately 6.0% in our specialty category, representing an increase in net sales of $38.7 million. In addition, unique customers and placements in our specialty category increased 3.6% and 7.2%, respectively, compared to the prior year quarter. Organic pounds sold in our center-of-the-plate category increased 8.8% compared to the prior year quarter, representing an increase in net sales of $34.8 million. Estimated inflation increased sales by $25.7 million, or 4.0% in our specialty category and by $25.2 million, or 6.4% in our center-of-the-plate category compared to the prior year quarter.

Gross Profit
20262025$ Change% Change
Gross profit$292,887 $254,339 $38,548 15.2 %
Gross profit margin25.1 %24.6 %

Gross profit dollars increased $32.9 million as a result of sales growth, which includes inflation and acquisitions, with the remainder of the increase primarily due to improved gross profit margin rates. Gross profit margin increased approximately 49 basis points due to effective pricing in an inflationary “food away from home” environment and product cost management. Gross profit margins increased 47 basis points in the Company’s specialty category, or $3.4 million, and increased 75 basis points in the Company’s center-of-the-plate category, or $3.4 million, compared to the prior year quarter.

Selling, General and Administrative Expenses
20262025$ Change% Change
Selling, general and administrative expenses$234,177 $213,750 $20,427 9.6 %
Percentage of net sales20.0 %20.7 %

The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits, facilities and distribution to support sales growth and higher depreciation expense driven by facility and fleet investments. Our ratio of selling, general and administrative expenses to net sales decreased 70 basis points due to improved fixed cost leverage.

Other Operating Expenses, Net
20262025$ Change% Change
Other operating expenses, net$81 $373 $(292)(78.3)%
Other operating expenses, net decreased by $0.3 million primarily due to lower asset disposal losses during the thirteen weeks ended June 26, 2026 compared to the prior year quarter.

Interest Expense
20262025$ Change% Change
Interest expense$9,411 $10,715 $(1,304)(12.2)%

Interest expense decreased primarily due to lower fees and losses associated with debt transactions, as well as lower aggregate principal amounts of debt outstanding and lower interest rates in the current period compared to the prior year.

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Provision for Income Tax Expense
20262025$ Change% Change
Provision for income tax expense$15,451 $8,260 $7,191 87.1 %
Effective tax rate31.4 %28.0 %

The Company’s effective tax rate was 31.4% and 28.0% for the thirteen weeks ended June 26, 2026 and June 27, 2025, respectively. The increase in the effective tax rate for the thirteen weeks ended June 26, 2026 resulted from increased permanent tax differences related to compensation expense.

Twenty-Six Weeks Ended June 26, 2026 Compared to Twenty-Six Weeks Ended June 27, 2025

Net Sales
20262025$ Change% Change
Net sales$2,227,623 $1,985,654 $241,969 12.2 %

Organic growth contributed $224.4 million, or 11.3%, to sales growth and the remaining growth of $17.6 million, or 0.9%, primarily resulted from our acquisition of Italco. Organic case count increased approximately 6.0% in our specialty category, representing an increase in net sales of $72.3 million. In addition, unique customers and placements in our specialty category increased 2.8% and 6.7%, respectively, compared to the prior year period. Organic pounds sold in our center-of-the-plate category increased 7.6% compared to the prior year period, representing an increase in net sales of $56.9 million. Estimated inflation increased sales by $34.7 million, or 2.8%, in our specialty category and by $55.0 million, or 7.3%, in our center-of-the-plate category compared to the prior year period.

Gross Profit
20262025$ Change% Change
Gross profit$550,255 $480,334 $69,921 14.6 %
Gross profit margin24.7 %24.2 %

Gross profit dollars increased $58.5 million as a result of sales growth, which includes inflation and acquisitions, with the remainder of the increase primarily due to improved gross profit margin rates. Gross profit margin increased approximately 51 basis points due to effective pricing in an inflationary “food away from home” environment and product cost management. Gross profit margins increased 46 basis points in the Company’s specialty category, or $6.2 million, and increased 92 basis points in the Company’s center-of-the-plate category, or $8.1 million, compared to the prior year period.

Selling, General and Administrative Expenses
20262025$ Change% Change
Selling, general and administrative expenses$458,322 $416,513 $41,809 10.0 %
Percentage of net sales20.6 %21.0 %

The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits, facilities and distribution to support sales growth, and higher depreciation expense driven by facility and fleet investments. Our ratio of selling, general and administrative expenses to net sales decreased 40 basis points due to sales growth combined with certain benefits derived from our investments in our facility and distribution operations.

Other Operating Expenses, Net
20262025$ Change% Change
Other operating expenses, net$170 $870 $(700)(80.5)%

The decrease in other operating expense, net was primarily due to lower third-party deal costs and asset disposal losses during the twenty-six weeks ended June 26, 2026 compared to the prior year period.

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Interest Expense
20262025$ Change% Change
Interest expense$19,807 $20,968 $(1,161)(5.5)%

Interest expense decreased primarily due to lower aggregate principal amounts of debt outstanding and lower interest rates in the current period compared to the prior year.

Provision for Income Taxes
20262025$ Change% Change
Provision for income tax expense$20,822 $10,454 $10,368 99.2 %
Effective tax rate28.9 %24.9 %

The Company’s effective tax rate was 28.9% and 24.9% for the twenty-six weeks ended June 26, 2026 and June 27, 2025, respectively. The increase in the effective tax rate for the twenty-six weeks ended June 26, 2026 resulted from increased permanent tax differences related to compensation expense.

LIQUIDITY AND CAPITAL RESOURCES

We finance our day-to-day operations and growth primarily with cash flows from operations, borrowings under our senior secured credit facilities and other indebtedness, operating and finance leases, trade payables and equity financing.

Indebtedness

The following table presents selected financial information on our indebtedness:
June 26, 2026December 26, 2025
Senior secured term loan$245,500 $252,000 
Convertible senior notes287,500 287,500 
Borrowings outstanding on asset-based loan facility70,000 100,000 
Finance leases and other financing obligations130,394 119,451 

Financing Transactions

In January 2026, we entered into an amendment to our senior secured term loan agreement, which reduced the interest rate spread by 50 basis points on our senior secured term loan facility.

In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million. In February 2026, the board of directors authorized the extension of the share repurchase program for ten years, subject to that same $100.0 million limit. During the twenty-six weeks ended June 26, 2026, we repurchased 156,861 shares of our common stock at an average purchase price of $63.75 per share. The share repurchases were funded by our available cash. The remaining share purchase authorization was $57.6 million at June 26, 2026. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.

Liquidity

The following table presents selected financial information on liquidity:
June 26, 2026December 26, 2025
Cash and cash equivalents$135,466 $120,982 
Working capital(1), excluding cash and cash equivalents
386,008 375,448 
Availability under asset-based loan facility185,644 159,516 
(1) We define working capital as current assets less current liabilities.

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We expect our capital expenditures, excluding cash paid for acquisitions, for fiscal 2026 will be approximately $45.0 million to $55.0 million. We believe our existing balances of cash and cash equivalents, working capital and the availability under our asset-based loan facility, are sufficient to satisfy our working capital needs, capital expenditures, debt service and other liquidity requirements associated with our current operations over the next twelve months.

Cash Flows

The following table presents selected financial information on cash flows:
Twenty-Six Weeks Ended
June 26, 2026June 27, 2025
Net cash provided by operating activities$96,651 $64,069 
Net cash used in investing activities(17,210)(22,325)
Net cash used in financing activities(64,868)(59,645)

Our cash provided by operating activities is predominately driven by net sales to our customers. Our cash used in operating activities is primarily driven by our payments to suppliers for our inventory, employee compensation, payments to support our facilities, our distribution network, interest on our indebtedness, payments to tax authorities and other general corporate expenditures. Net cash provided by operations was $96.7 million for the twenty-six weeks ended June 26, 2026 compared to $64.1 million for the twenty-six weeks ended June 27, 2025. The increase in cash provided by operating activities was primarily due to sales growth and a strategic pull-forward of inventory purchases in the prior year period.

Net cash used in investing activities was $17.2 million for the twenty-six weeks ended June 26, 2026, primarily driven by capital expenditures.

Net cash used in financing activities was $64.9 million for the twenty-six weeks ended June 26, 2026 driven by $30.0 million of payments under our asset-based loan facility, $10.2 million of finance lease payments, $10.2 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $10.0 million used to repurchase our common stock and $6.5 million of payments of term loan debt.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to interest rate market risk relates primarily to our long-term debt. As of June 26, 2026, we had aggregate indebtedness outstanding of $315.5 million that bore interest at variable rates. A 100 basis point increase in market interest rates would decrease our after-tax earnings by approximately $2.2 million per annum, holding other variables constant.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 26, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 26, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in legal proceedings, claims and litigation arising out of the ordinary conduct of our business. Although we cannot assure the outcome, management presently believes that the result of such legal proceedings, either individually or in the aggregate, will not have a material adverse effect on our condensed consolidated financial statements, and no material amounts have been accrued in our condensed consolidated financial statements with respect to these matters.

ITEM 1A. RISK FACTORS

There have been no material changes to our risk factors as previously disclosed in Part I, Item 1A. included in our Annual Report on Form 10-K for the year ended December 26, 2025. In addition to the information contained herein, you should consider the risk factors disclosed in our Annual Report on Form 10-K.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

Issuer Purchases of Equity Securities
Total Number
of Shares
Repurchased(1)
Average
Price
Paid Per Share
Total
Number of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs(2)
Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans
or Programs (in thousands)(2)
March 28, 2026 to April 24, 2026— $— — $57,617 
April 25, 2026 to May 22, 2026542 80.90 — 57,617 
May 23, 2026 to June 26, 202640 90.75 — 57,617 
Total582 $81.57 — $57,617 

(1)Represents shares of our common stock withheld during the thirteen weeks ended June 26, 2026 to satisfy tax withholding requirements related to restricted shares of our common stock awarded to our officers and key employees resulting from either elections under 83(b) of the Internal Revenue Code of 1986, as amended, or upon vesting of such awards, and shares purchased as part of a publicly announced program included in column 3.
(2)In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million. In February 2026, the board of directors authorized the extension of the share repurchase program for ten years, subject to that same $100.0 million limit.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

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

During the quarter covered by this report, none of our directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified any contract, instruction or written plan for the purchase or sale of our 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 (as defined in Item 408 of Regulation S-K).
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ITEM 6. EXHIBITS
Exhibit No. Description
 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document – the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
  
101.SCH XBRL Taxonomy Extension Schema Document
  
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
  
101.LAB XBRL Taxonomy Extension Label Linkbase Document
  
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on July 29, 2026.
 THE CHEFS’ WAREHOUSE, INC.
 (Registrant)
  
Date: July 29, 2026  /s/ James Leddy
James Leddy
 Chief Financial Officer
 (Principal Financial Officer)
 
Date: July 29, 2026  /s/ Timothy McCauley
Timothy McCauley
 Chief Accounting Officer
 (Principal Accounting Officer)

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