Chefs' Warehouse, Inc.
For the period ended Sep 25, 2026. Filed Oct 28, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 25, 2026 · Filed Oct 28, 2026
CHEF$103.77+0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-26; filed 2026-07-29.
0001517175-26-000028
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-25; filed 2026-10-28.
0001517175-26-000036
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 59 previous paragraphs and 64 current paragraphs.
38 unchanged; 14 reworded; 12 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Other Operating (Income) Expenses, Net
Current report
NM - Not meaningful
Current report
Other operating (income) expenses, net was income of $558 thousand for the thirteen weeks ended September 25, 2026, which primarily reflected the reversal of a contingent earn-out liability related to a prior year acquisition, partially offset by third-party deal costs. Other operating (income) expenses, net was expense of $130 thousand for the thirteen weeks ended September 26, 2025, which was primarily comprised of third-party deal costs.
Current report
Income Tax Expense
Current report
Thirty-Nine Weeks Ended September 25, 2026 Compared to Thirty-Nine Weeks Ended September 26, 2025
Current report
Other Operating (Income) Expenses, Net
Current report
NM - Not meaningful
Current report
Other operating (income) expenses, net was income of $388 thousand for the thirty-nine weeks ended September 25, 2026, which primarily reflected the reversal of a contingent earn-out liability related to a prior year acquisition, partially offset by third-party deal costs. Other operating (income) expenses, net was expense of $1.0 million for the thirty-nine weeks ended September 26, 2025, which was primarily comprised of third-party deal costs.
Current report
Income Tax Expense
Current report
On October 15, 2026, we entered into a new term loan agreement (the “2033 Term Loan”) in an aggregate principal amount of $675.0 million that matures on October 15, 2033. The proceeds from the 2033 Term Loan were used to refinance the existing term loan facility, redeem the outstanding convertible senior notes (the “2028 Convertible Notes”), pay related fees, costs and expenses, pay capital expenditures and for general corporate purposes.
Current report
Holders of approximately $287.2 million aggregate principal amount of the 2028 Convertible Notes elected to convert and on October 15, 2026, we delivered to converting holders (i) aggregate cash payments totaling approximately $437.1 million (including cash paid in lieu of fractional shares) and (ii) 2,671,056 shares of common stock. In addition, we redeemed all of the approximately $341 thousand aggregate principal amount of 2028 Convertible Notes that had not been previously surrendered for conversion at a redemption price in cash equal to 100% of the principal amount, plus accrued and unpaid interest. We funded the cash portion of the conversion settlements as well as the redemption price with a portion of the proceeds from the 2033 Term Loan, together with cash on hand.
Current report
On September 28, 2026, after the close of the third quarter, we made a voluntary principal payment of $20.0 million on the asset-based loan facility (the “ABL Facility”). Additionally, as part of the refinancing transactions that occurred on October 15, 2026, we entered into an amendment to the ABL Facility, which, among other things, amends certain covenants to conform to the 2033 Term Loan and increases the letter of credit sublimit from $50.0 million to $75.0 million.
Removed paragraphs (7)
Previous report
Other Operating Expenses, Net
Previous report
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.
Previous report
Provision for Income Tax Expense
Previous report
Twenty-Six Weeks Ended June 26, 2026 Compared to Twenty-Six Weeks Ended June 27, 2025
Previous report
Other Operating Expenses, Net
Previous report
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.
Previous report
Provision for Income Taxes
Reworded paragraphs (14)
Previous wording
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.
Current wording
Organic growth contributed $105.4 million, or 10.3%, to sales growth and the remaining growth of $8.7 million, or 0.9%, primarily resulted from our acquisition of Italco. Organic case count increased approximately 6.1% in our specialty category, representing an increase in net sales of $38.3 million. In addition, unique customers and placements in our specialty category increased 4.4% and 7.2%, respectively, compared to the prior year quarter. Organic pounds sold in our center-of-the-plate category increased 6.6% compared to the prior year quarter, representing an increase in net sales of $26.0 million. Estimated inflation increased sales by $16.2 million, or 2.6% in our specialty category and by $26.0 million, or 6.6% in our center-of-the-plate category compared to the prior year quarter.
Previous wording
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.
Current wording
Gross profit dollars increased $27.6 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 84 basis points due to effective pricing and product cost management in an inflationary “food away from home” environment, together with growth in certain higher-margin products within our aggregate product mix. Gross profit margins increased 63 basis points in the Company’s specialty category, or $4.3 million, and increased 137 basis points in the Company’s center-of-the-plate category, or $6.1 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, 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.
Current wording
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 increased 20 basis points due to higher stock-based compensation costs associated with certain performance-based awards and higher fuel costs.
Previous wording
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.
Current wording
The Company’s effective tax rate was 30.3% and 32.6% for the thirteen weeks ended September 25, 2026 and September 26, 2025, respectively. The effective tax rate for the thirteen weeks ended September 25, 2026 includes a discrete tax benefit related to the vesting of stock awards.
Previous wording
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.
Current wording
Organic growth contributed $329.7 million, or 10.9%, to sales growth and the remaining growth of $26.3 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 $110.5 million. In addition, unique customers and placements in our specialty category increased 3.3% and 6.9%, respectively, compared to the prior year period. Organic pounds sold in our center-of-the-plate category increased 7.2% compared to the prior year period, representing an increase in net sales of $82.9 million. Estimated inflation increased sales by $50.9 million, or 2.7%, in our specialty category and by $80.9 million, or 7.0%, in our center-of-the-plate category compared to the prior year period.
Previous wording
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.
Current wording
Gross profit dollars increased $86.1 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 62 basis points due to effective pricing and product cost management in an inflationary “food away from home” environment, together with growth in certain higher-margin products within our aggregate product mix. Gross profit margins increased 51 basis points in the Company’s specialty category, or $10.5 million, and increased 107 basis points in the Company’s center-of-the-plate category, or $14.2 million, compared to the prior year period.
Previous wording
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.
Current wording
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 20 basis points due to sales growth combined with certain benefits derived from our investments in our facility and distribution operations partially offset by higher stock-based compensation costs associated with certain performance-based awards and higher fuel costs.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
The Company’s effective tax rate was 29.4% and 28.0% for the thirty-nine weeks ended September 25, 2026 and September 26, 2025, respectively. The increase in the effective tax rate for the thirty-nine weeks ended September 25, 2026 resulted from increased permanent tax differences related to compensation expense.
Previous 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 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.
Current wording
In February 2026, the board of directors authorized the extension of our share repurchase program for ten years, subject to the original $100.0 million limit. During the thirty-nine weeks ended September 25, 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 September 25, 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 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.
Current wording
We expect our capital expenditures, excluding cash paid for acquisitions, for fiscal 2026 will be approximately $50.0 million to $60.0 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 $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.
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 $141.1 million for the thirty-nine weeks ended September 25, 2026 compared to $55.4 million for the thirty-nine weeks ended September 26, 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.
Previous wording
Net cash used in investing activities was $17.2 million for the twenty-six weeks ended June 26, 2026, primarily driven by capital expenditures.
Current wording
Net cash used in investing activities was $25.7 million for the thirty-nine weeks ended September 25, 2026, primarily driven by capital expenditures.
Previous wording
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.
Current wording
Net cash used in financing activities was $71.6 million for the thirty-nine weeks ended September 25, 2026 driven by $30.0 million of payments under our asset-based loan facility, $15.9 million of finance lease payments, $10.5 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 $7.3 million of payments of term loan debt.