Chefs' Warehouse, Inc.

(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 thirty-nine weeks ended September 25, 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.

Note 2 –Summary of Significant Accounting Policies

Revenue Recognition

The following table presents the Company’s net sales disaggregated by principal product category:

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:

Reconciliation of net income per common share:

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:

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 September 25, 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.

Note 5 –Inventories

Inventories consist primarily of finished product and are stated at net realizable value, and are reflected net of adjustments for shrinkage, excess and obsolescence totaling $13,150 and $10,520 at September 25, 2026 and December 26, 2025, respectively.

Note 6 –Property and Equipment

Property and equipment is net of accumulated depreciation and amortization of $215,386 and $178,931 at September 25, 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:

(1) Reflects net working capital and measurement period adjustments related to a prior year acquisition.

Other intangible assets are net of accumulated amortization of $206,249 and $189,625 as of September 25, 2026 and December 26, 2025, respectively. Amortization expense for other intangible assets was $5,453 and $6,084 for the thirteen weeks ended September 25, 2026 and September 26, 2025, respectively, and $16,624 and $18,187 for the thirty-nine weeks ended September 25, 2026 and September 26, 2025, respectively.

Note 8 –Debt Obligations

Debt obligations as of September 25, 2026 and December 26, 2025 consisted of the following:

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 ininterest expense andother operating expenses, respectively, within the Company’s condensed consolidated statements of operations. Additionally, during the thirty-nine weeks ended September 25, 2026 and September 26, 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 ininterest expense within the Company’s condensed consolidated statements of operations.

The Company recorded the following expenses in its condensed consolidated statements of operations as a result of these debt amendments and prepayments:

Asset-Based Loan Facility

As of September 25, 2026, the Company had reserved $46,623 of its asset-based loan facility (the “ABL Facility”) for the issuance of letters of credit and funds totaling $183,377 were available for borrowing under the ABL Facility.

Convertible Notes

The net carrying value of the Company’s 2028 convertible senior notes as of September 25, 2026 and December 26, 2025 was:

The components of interest expense on the Company’s convertible notes were as follows:

Note 9 –Stockholders’ Equity

Equity Awards

The following table reflects the activity of RSAs and RSUs during the thirty-nine weeks ended September 25, 2026:

The Company granted 440,575 RSAs and RSUs to its employees and directors at a weighted average grant date fair value of $72.78 during the thirty-nine weeks ended September 25, 2026. These awards are a mix of time-, market- and performance-based grants that generally vest over a range of periods up tofive years. The Company recognized expense on its RSAs and

RSUs totaling $7,769 and $4,345 during the thirteen weeks ended September 25, 2026 and September 26, 2025, respectively, and $18,212 and $12,689 during the thirty-nine weeks ended September 25, 2026 and September 26, 2025, respectively. No share-based compensation expense has been capitalized.

At September 25, 2026, the total unrecognized compensation cost for unvested RSAs and RSUs was $35,089 and the weighted-average remaining period was approximately 1.7 years. Of this total, $22,048 related to awards with time-based vesting provisions and $13,041 related to awards with performance- and market-based vesting provisions. At September 25, 2026, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs and RSUs were approximately 1.7 years and 1.8 years, respectively.

Share Repurchase Program

In November 2023, the Company announced atwo-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 forten years, subject to that same $100,000 limit. The remaining share purchase authorization was $57,617 at September 25, 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 30.3% and 32.6% for the thirteen weeks ended September 25, 2026 and September 26, 2025, respectively, and 29.4% and 28.0% for the thirty-nine weeks ended September 25, 2026 and September 26, 2025, respectively. The fiscal 2026 periods and the year-to-date 2025 period 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 $27,701 as of September 25, 2026. The receivable is reflected inprepaid expenses and other current assets on the Company’s condensed consolidated balance sheet.

Note 11 –Segment Information

The Company’s business consists ofthree operating segments: East, Midwest and West that aggregate intoone 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.

The following table presents information about the Company’s foodservice distribution segment:

(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 thirty-nine weeks ended September 25, 2026 and September 26, 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 $216 and $242 of depreciation expense for the thirteen weeks ended September 25, 2026 and September 26, 2025, respectively, $695 and $760 for the thirty-nine weeks ended September 25, 2026 and September 26, 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

Note 13 –Subsequent Events

Refinancing Transactions

In August 2026, the Company announced its intention to market a new term loan facility (“2033 Term Loan”) and use the proceeds to repay its existing term loan facility (“2029 Term Loan”), redeem its outstanding 2.375% convertible senior notes (“2028 Convertible Notes”), pay related fees, costs and expenses, pay capital expenditures and for general corporate purposes. The Company completed its refinancing transactions on October 15, 2026 and is still evaluating the accounting impact.

Term Loan

The 2033 Term Loan provides a senior secured term loan with an aggregate principal amount of $675,000 that matures on October 15, 2033 and bears interest at a rate equal to either (i) secured overnight financing rate (“SOFR”) plus 2.00% per annum or (ii) the Alternate Base Rate plus 1.00% per annum. The 2033 Term Loan amortizes in quarterly installments equal to 0.25% of the aggregate principal amount, with the remaining balance due at maturity, and is subject to customary mandatory prepayments and a 1.00% premium on certain repricing transactions withinsix months of closing.

The 2033 Term Loan credit agreement contains customary affirmative covenants, negative covenants (including restrictions, subject to customary exceptions, on incurring debt or liens, paying dividends, repaying payment subordinated and junior lien debt, disposing of assets, and making investments and acquisitions), and events of default for a term loan facility of this type. The 2033 Term Loan credit agreement refinances and replaces the 2029 Term Loan credit agreement. On October 15, 2026, the Company borrowed the full $675,000 of term loans under the 2033 Term Loan and repaid in full all outstanding obligations under the 2029 Term Loan, including all accrued and unpaid interest, in an aggregate amount of approximately $244,750.

Convertible Notes

The Company issued a redemption notice on August 12, 2026 (the “Redemption Notice Date”) to the holders of its 2028 Convertible Notes, calling the outstanding principal amount of the 2028 Convertible Notes for redemption on October 15, 2026 (the “Redemption Date”). During the period from the Redemption Notice Date through October 14, 2026, holders of approximately $287,200 aggregate principal amount of the 2028 Convertible Notes elected to convert their 2028 Convertible Notes. On October 15, 2026, the Company delivered to converting holders (i) aggregate cash payments totaling approximately $437,100 (including cash paid in lieu of fractional shares) and (ii)2,671,056 shares of the Company’s common stock, to settle its obligations with respect to its 2028 Convertible Notes.

In addition, on the Redemption Date, the Company redeemed all of the approximately $341 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 on such 2028 Convertible Notes to, but excluding, the Redemption Date. The Company 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.

ABL Facility

On September 28, 2026, the Company made a voluntary principal payment of $20,000 on the ABL Facility. Additionally, as part of the refinancing transactions that occurred on October 15, 2026, the Company entered into an amendment (the “Ninth Amendment”) to the ABL Facility, which, among other things, amends certain covenants to conform to the 2033 Term Loan, increases the letter of credit sublimit from $50,000 to $75,000 and amends certain other provisions, including to conform to the 2033 Term Loan. There were no changes to the aggregate commitments of $300,000.