Chefs' Warehouse, Inc.

Previous wording

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 88,000 stock-keeping units (“SKUs”), ranging from high-quality specialty foods and ingredients to basic ingredients and staples and center-of-the-plate proteins. We serve more than 50,000 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.

Current wording

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.

Previous wording

On October 1, 2025, we entered into an asset purchase agreement to acquire substantially all of the assets of Italco Food Products, a premier specialty food distributor based in Denver, Colorado. The purchase price was $16,500, consisting of $5,500 cash paid at closing and $11,000 from the issuance of an unsecured note and is subject to customary working capital true-ups. The assets acquired consist primarily of inventory, accounts receivable and goodwill and other intangibles and are not material to the Company’s consolidated financial statements.

Current wording

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.

Previous wording

Net sales increased due to organic growth. Case count increased approximately 3.2% in our specialty category, representing an increase in net sales of $18.6 million. In addition, unique customers and placements in our specialty category increased 2.6% and 5.3%, respectively, compared to the prior year quarter. Pounds sold in our center-of-the-plate category decreased 1.1% compared to the prior year quarter, representing a decrease in net sales of $4.0 million, primarily due to our exit from a non-core commodity poultry program in fiscal 2025. Estimated inflation increased sales by $25.7 million, or 4.4% in our specialty category and by $42.8 million, or 12.3% in our center-of-the-plate category compared to the prior year quarter.

Current wording

Organic growth contributed $98.3 million, or 10.4%, to sales growth and the remaining growth of $10.0 million, or 1.0%, primarily resulting from our acquisition of Italco. Organic case count increased approximately 5.7% in our specialty category, representing an increase in net sales of $33.7 million. In addition, unique customers and placements in our specialty category increased 1.9% and 6.2%, respectively, compared to the prior year quarter. Organic pounds sold in our center-of-the-plate category increased 6.2% compared to the prior year quarter, representing a increase in net sales of $22.3 million. Estimated inflation increased sales by $9.0 million, or 1.5% in our specialty category and by $29.7 million, or 8.2% in our center-of-the-plate category compared to the prior year quarter.

Previous wording

Gross profit dollars increased $21.7 million as a result of sales growth which includes inflation, with the remainder of the increase primarily due to improved gross profit margin rates. Gross profit margin increased approximately 7 basis points due to improved inventory management and favorable production cost leverage. Gross profit margins increased 59 basis points in the Company’s specialty category, or $3.7 million, and decreased 49 basis points in the Company’s center-of-the-plate category, or $1.9 million, compared to the prior year quarter.

Current wording

Gross profit dollars increased $25.7 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 53 basis points due to effective pricing in an inflationary food away from home environment and product cost management. Gross profit margins increased 43 basis points in the Company’s specialty category, or $2.8 million, and increased 110 basis points in the Company’s center-of-the-plate category, or $4.6 million, compared to the prior year quarter.

Previous wording

The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits to support sales growth, higher depreciation expense driven by facility and fleet investments and higher self-insurance expense. Our ratio of selling, general and administrative expenses to net sales decreased 30 basis points due to improved fixed cost leverage.

Current wording

The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits to support sales growth, higher depreciation expense driven by facility and fleet investments and higher self-insurance expense. Our ratio of selling, general and administrative expenses to net sales decreased 10 basis points due to improved fixed cost leverage.

Previous wording

Other operating expenses (income), net increased by $0.2 million primarily due to higher third-party deal costs.

Current wording

Other operating expenses, net decreased by $0.4 million primarily due to lower third-party deal costs.

Previous wording

The Company’s effective tax rate was 32.6% and 30.0% for the thirteen weeks ended September 26, 2025 and September 27, 2024, respectively. The effective tax rate for the thirteen weeks ended September 26, 2025 reflects the annual effective tax rate estimated for the full fiscal year and includes a discrete charge related to a return to provision adjustment on the 2024 tax return.

Current wording

The Company’s effective tax rate was 23.6% and 17.6% for the thirteen weeks ended March 27, 2026 and March 28, 2025, respectively. The effective tax rate for the thirteen weeks ended March 27, 2026 reflects a smaller discrete item impact related to first quarter tax benefits from the vesting of stock awards. Exclusive of the first quarter discrete items, the effective tax rate was 30% and 28% for the thirteen weeks ended March 27, 2026 and March 28, 2025, respectively.

Previous wording

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 leases, trade payables and equity financing.

Current wording

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.

Previous wording

In June 2025, 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. Additionally, during the thirty-nine weeks ended September 26, 2025 and September 27, 2024, we made voluntary principal prepayments of $5.0 million and $12.0 million, respectively, towards the senior secured term loan.

Current wording

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. Additionally, during the thirteen weeks ended March 27, 2026, we made a voluntary principal prepayment of $5.0 million towards the senior secured term loan.

Previous wording

In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million, targeting $25.0 million to $100.0 million of share repurchases by the end of fiscal 2025. During the thirty-nine weeks ended September 26, 2025, we repurchased 241,198 shares of our common stock at an average purchase price of $62.19 per share. During the thirty-nine weeks ended September 27, 2024, we repurchased 264,076 shares of our common stock at an average purchase price of $37.86 per share. The share repurchases were funded by our available cash. The remaining share purchase authorization was $67.6 million at September 26, 2025. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.

Current wording

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 thirteen weeks ended March 27, 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 March 27, 2026. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.

Previous wording

We expect our capital expenditures, excluding cash paid for acquisitions, for fiscal 2025 will be approximately $40.0 million to $50.0 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.

Current wording

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.

Previous wording

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 $55.4 million for the thirty-nine weeks ended September 26, 2025 compared to $80.1 million for the thirty-nine weeks ended September 27, 2024. The decrease in cash provided by operating activities was primarily due to timing of payments and a strategic pull-forward of certain inventory purchases, partially offset by sales growth.

Current wording

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 $38.3 million for the thirteen weeks ended March 27, 2026 compared to $49.6 million for the thirteen weeks ended March 28, 2025. The decrease in cash provided by operating activities was primarily due to timing inventory purchases and supplier payments, partially offset by sales growth.

Previous wording

Net cash used in investing activities was $33.3 million for the thirty-nine weeks ended September 26, 2025, driven by capital expenditures.

Current wording

Net cash used in investing activities was $7.7 million for the thirteen weeks ended March 27, 2026, driven by capital expenditures.

Previous wording

Net cash used in financing activities was $71.6 million for the thirty-nine weeks ended September 26, 2025 driven by $20.0 million of payments under our revolving credit facilities, $12.3 million of payments of term loan debt, $11.8 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $15.0 million used to repurchase our common stock and $11.8 million of finance lease payments.

Current wording

Net cash used in financing activities was $28.8 million for the thirteen weeks ended March 27, 2026 driven by $10.1 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, $5.8 million of payments of term loan debt and $5.0 million of finance lease payments.