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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 27, 2025


☐			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

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	CHEF	The 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 25, 2025: 40,762,658

THE CHEFS’ WAREHOUSE, INC.

FORM 10-Q

Table of Contents

Page

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (unaudited):

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations and Comprehensive Income

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

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 regulations; 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 25, 2025 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.

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 27, 2025		December 27, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	96,866	$	114,655
Accounts receivable, net of allowances ($25,238 in 2025, $22,341 in 2024)	350,753		366,311
Inventories	367,905		316,014

Prepaid expenses and other current assets	67,923		71,063
Total current assets	883,447		868,043

Property and equipment, net	310,792		275,781
Operating lease right-of-use assets	201,459		191,423
Goodwill	356,537		356,298
Intangible assets, net	148,351		160,383

Other assets	6,668		6,763
Total assets	$	1,907,254	$	1,858,691
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	278,896	$	266,775
Accrued liabilities	72,950		68,538
Short-term operating lease liabilities	22,050		21,965
Accrued compensation	46,901		50,078
Current portion of long-term debt	19,074		18,040
Total current liabilities	439,871		425,396
Long-term debt, net of current portion	690,223		688,744
Operating lease liabilities	198,695		187,079
Deferred taxes, net	16,936		15,891

Other liabilities	3,811		3,935
Total liabilities	1,349,536		1,321,045
Commitments and contingencies
Stockholders’ equity:
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at June 27, 2025 and December 27, 2024, respectively	—		—
Common Stock - $0.01 par value, 100,000,000 shares authorized, 40,737,795 and 40,248,884 shares issued and outstanding at June 27, 2025 and December 27, 2024, respectively	407		402
Additional paid-in capital	395,078		399,111
Accumulated other comprehensive loss	(2,788)		(3,807)
Retained earnings	165,021		141,940

Total stockholders’ equity	557,718		537,646
Total liabilities and stockholders’ equity	$	1,907,254	$	1,858,691

See accompanying notes to the condensed consolidated financial statements.

THE CHEFS’ WAREHOUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

(Amounts in thousands, except share and per share amounts)


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Net sales	$	1,034,906	$	954,704	$	1,985,654	$	1,829,192
Cost of sales	780,567		725,702		1,505,320		1,390,754
Gross profit	254,339		229,002		480,334		438,438
Selling, general and administrative expenses	213,750		194,834		416,513		385,155
Other operating expenses, net	373		301		870		3,413
Operating income	40,216		33,867		62,951		49,870
Interest expense	10,715		11,690		20,968		24,934

Income before income taxes	29,501		22,177		41,983		24,936
Provision for income tax expense	8,260		6,653		10,454		7,481
Net income	$	21,241	$	15,524	$	31,529	$	17,455
Other comprehensive income (loss):
Foreign currency translation adjustments	842		(129)		1,019		(452)
Comprehensive income	$	22,083	$	15,395	$	32,548	$	17,003
Net income per share:
Basic	$	0.55	$	0.41	$	0.81	$	0.46
Diluted	$	0.49	$	0.37	$	0.74	$	0.44
Weighted average common shares outstanding:
Basic	38,883,019		37,924,931		38,788,843		37,871,080
Diluted	46,031,127		45,947,728		46,055,696		45,959,061

See accompanying notes to the condensed consolidated financial statements.

THE CHEFS’ WAREHOUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(Amounts in thousands, except share amounts)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Total
	Shares	Amount								Shares	Amount
Balance December 27, 2024	40,248,884	$	402	$	399,111	$	(3,807)	$	141,940	—	$	—	$	537,646

Net income	—	—		—		—		10,288		—	—		10,288
Stock compensation	—	—		4,121		—		—		—	—		4,121




Warrants exercised	9,479	—		—		—		—		—	—		—
Cumulative translation adjustment	—	—		—		177		—		—	—		177
Common stock issued under stock plans, net of shares surrendered to pay tax withholding	416,028	4		(10,596)		—		—		—	—		(10,592)
Balance March 28, 2025	40,674,391	$	406	$	392,636	$	(3,630)	$	152,228	—	$	—	$	541,640

Net income	—	—		—		—		21,241		—	—		21,241
Stock compensation	—	—		4,223		—		—		—	—		4,223


Common stock repurchased	(159,982)	(1)		(1,554)		—		(8,448)		—	—		(10,003)
Warrants exercised	3,860	—		—		—		—		—	—		—
Cumulative translation adjustment	—	—		—		842		—		—	—		842
Common stock issued under stock plans, net of shares surrendered to pay tax withholding	219,526	2		(227)		—		—		—	—		(225)
Balance June 27, 2025	40,737,795	$	407	$	395,078	$	(2,788)	$	165,021	—	$	—	$	557,718

THE CHEFS’ WAREHOUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (continued)

(Unaudited)

(Amounts in thousands, except share amounts)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			Total
	Shares	Amount								Shares	Amount
Balance December 29, 2023	39,665,796	$	396	$	356,157	$	(1,832)	$	99,951	—	$	—	$	454,672

Net income	—	—		—		—		1,931		—	—		1,931
Stock compensation	—	—		3,590		—		—		—	—		3,590


Common stock repurchased	—	—		—		—		—		(134,553)	(5,004)		(5,004)
Warrants exercised	32,454	1		(1)		—		—		—	—		—
Cumulative translation adjustment	—	—		—		(323)		—		—	—		(323)
Common stock issued under stock plans, net of shares surrendered to pay tax withholding	75,105	1		(7,074)		—		—		—	—		(7,073)
Balance March 29, 2024	39,773,355	$	398	$	352,672	$	(2,155)	$	101,882	(134,553)	$	(5,004)	$	447,793

Net income	—	—		—		—		15,524		—	—		15,524
Stock compensation	—	—		3,946		—		—		—	—		3,946


Common stock repurchased	—	—		—		—		—		(129,523)	(5,000)		(5,000)
Warrants exercised	1,850	—		—		—		—		—	—		—
Cumulative translation adjustment	—	—		—		(129)		—		—	—		(129)
Common stock issued under stock plans, net of shares surrendered to pay tax withholding	30,512	—		(255)		—		—		—	—		(255)
Balance June 28, 2024	39,805,717	$	398	$	356,363	$	(2,284)	$	117,406	(264,076)	$	(10,004)	$	461,879

See accompanying notes to the condensed consolidated financial statements.

THE CHEFS’ WAREHOUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)


	Twenty-Six Weeks Ended
	June 27, 2025		June 28, 2024
Cash flows from operating activities:
Net income	$	31,529	$	17,455
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	25,332		18,771
Amortization of intangible assets	12,103		12,342
Provision for allowance for credit losses	6,603		6,097
Provision for deferred income taxes	1,111		3,003
Loss on debt extinguishment	—		366
Stock compensation	9,629		8,754
Change in fair value of contingent earn-out liabilities	—		(615)

Non-cash interest and other operating activities	3,552		2,747
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	9,279		4,269
Inventories	(51,410)		(25,431)
Prepaid expenses and other current assets	2,000		(3,368)
Accounts payable, accrued liabilities and accrued compensation	14,685		17,812

Other assets and liabilities	(344)		(1,976)
Net cash provided by operating activities	64,069		60,226

Cash flows from investing activities:
Capital expenditures	(22,325)		(33,123)
Cash paid for acquisitions, net of cash acquired	—		(315)

Net cash used in investing activities	(22,325)		(33,438)

Cash flows from financing activities:

Payment of debt and other financing obligations	(11,500)		(14,500)
Payment of finance leases	(6,506)		(3,839)

Common stock repurchases	(10,003)		(10,004)




Surrender of shares to pay withholding taxes	(11,636)		(7,283)
Cash paid for contingent earn-out liability	—		(3,550)
Borrowings under asset-based loan and revolving credit facilities	—		813
Payments under asset-based loan facility	(20,000)		—

Net cash used in financing activities	(59,645)		(38,363)

Effect of foreign currency on cash and cash equivalents	112		37
Net change in cash and cash equivalents	(17,789)		(11,538)
Cash and cash equivalents-beginning of period	114,655		49,878
Cash and cash equivalents-end of period	$	96,866	$	38,340

See accompanying notes to the condensed consolidated financial statements.

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. (the “Company”), and its wholly-owned subsidiaries, 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 27, 2024 filed as part of the Company’s Annual Report on Form 10-K (the “2024 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 2024 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 27, 2025 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:


	Thirteen Weeks Ended								Twenty-Six Weeks Ended
	June 27, 2025				June 28, 2024				June 27, 2025				June 28, 2024
Center-of-the-Plate	$	394,327	38.1	%	$	365,387	38.3	%	$	755,819	38.1	%	$	708,323	38.7	%
Specialty:
Dry Goods	167,680		16.2	%	154,575		16.2	%	317,786		16.0	%	293,385		16.0	%
Produce	124,032		12.0	%	136,295		14.3	%	243,604		12.3	%	262,420		14.3	%
Pastry	139,268		13.5	%	114,224		12.0	%	267,806		13.5	%	216,092		11.8	%
Cheese and Charcuterie	75,990		7.3	%	68,820		7.2	%	141,165		7.1	%	128,119		7.0	%
Dairy and Eggs	77,953		7.5	%	62,674		6.6	%	154,022		7.8	%	120,800		6.6	%
Oils and Vinegars	35,713		3.5	%	33,811		3.5	%	67,363		3.4	%	63,617		3.5	%
Kitchen Supplies	19,943		1.9	%	18,918		1.9	%	38,089		1.8	%	36,436		2.1	%
Total Specialty	$	640,579	61.9	%	$	589,317	61.7	%	$	1,229,835	61.9	%	$	1,120,869	61.3	%
Total net sales	$	1,034,906	100	%	$	954,704	100	%	$	1,985,654	100	%	$	1,829,192	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 includes 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.

Food Processing Costs

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. Food processing costs included in cost of sales were $16,537 and $18,277 for the thirteen weeks ended June 27, 2025 and June 28, 2024, respectively, and $34,789 and $37,347 for the twenty-six weeks ended June 27, 2025 and June 28, 2024, respectively.

Share Repurchases

The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private market transactions. During fiscal 2025, shares purchased were retired and returned to the status of authorized and unissued shares. During the twenty-six weeks ended June 28, 2024, shares purchased under the program were recorded at cost and held as treasury stock. During the third quarter of fiscal 2024, these shares were retired and returned to the status of authorized and unissued shares.

Recent Accounting Pronouncements

Induced Conversions of Convertible Debt Instruments: In November 2024, the Financial Accounting Standards Board (“FASB”) issued guidance which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within that fiscal year. Early adoption is permitted. The impact of this guidance is dependent on future induced conversions, if any, of the Company’s convertible debt instruments.

Disaggregation of Income Statement Expenses: In November 2024, the FASB issued guidance to require disclosure in the notes to the financial statements of certain categories of expenses that are included on the face of the income statement, including purchases of inventory, employee compensation and depreciation and amortization, as well as additional disclosure about selling expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods for fiscal years beginning after December 15, 2027 on a prospective basis. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures.

Improvements to Income Tax Disclosures: In December 2023, the FASB issued guidance designed to improve the transparency and usefulness of income tax disclosures. The amendments include provisions to address the consistency of the income tax rate reconciliation and requirement to disaggregate income taxes paid by jurisdiction. The new disclosure requirements will be effective in the Company's Annual Report on Form 10-K for the fiscal year ending December 26, 2025. The impact of the guidance is limited to financial statement disclosures.

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 Ended				Twenty-Six Weeks Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Net income per share:
Basic	$	0.55	$	0.41	$	0.81	$	0.46
Diluted	$	0.49	$	0.37	$	0.74	$	0.44
Weighted average common shares:
Basic	38,883,019		37,924,931		38,788,843		37,871,080
Diluted	46,031,127		45,947,728		46,055,696		45,959,061

Reconciliation of net income per common share:


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Numerator:
Net income	$	21,241	$	15,524	$	31,529	$	17,455
Add effect of dilutive securities
Interest on convertible notes, net of tax	1,226		1,322		2,451		2,628
Net income available to common shareholders	$	22,467	$	16,846	$	33,980	$	20,083
Denominator:
Weighted average basic common shares outstanding	38,883,019		37,924,931		38,788,843		37,871,080
Dilutive effect of unvested common shares	581,013		573,930		700,950		642,767
Dilutive effect of stock options and warrants	72,125		56,050		70,933		52,397
Dilutive effect of convertible notes	6,494,970		7,392,817		6,494,970		7,392,817
Weighted average diluted common shares outstanding	46,031,127		45,947,728		46,055,696		45,959,061

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 Ended

Twenty-Six Weeks Ended

June 27, 2025

June 28, 2024

June 27, 2025

June 28, 2024

Restricted share awards (“RSAs”) and restricted stock units (“RSUs”)

215,454

160,273

259,505

286,769

Note 4 – Fair Value Measurements

Assets and Liabilities Measured at Fair Value

The Company’s contingent earn-out liabilities are measured at fair value. These liabilities were estimated using Level 3 inputs. The fair value of contingent consideration was predominantly determined based on a probability-based approach which includes projected results, percentage probability of occurrence and the application of a discount rate to present value the payments. A significant change in projected results, discount rate, or probabilities of occurrence could result in a significantly higher or lower fair value measurement. Changes in the fair value of contingent earn-out liabilities are reflected in other operating expenses, net on the condensed consolidated statements of operations.

Contingent earn-out liabilities of $750 as of June 27, 2025 and December 27, 2024 are reflected as accrued liabilities on the Company’s condensed consolidated balance sheets. Contingent earn-out liability payments in excess of the acquisition date fair value of the underlying contingent earn-out liability are classified as operating activities on the Company’s condensed consolidated statements of cash flows and all other such payments are classified as financing activities.

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 27, 2025 and December 27, 2024, 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 Oakville Produce Partners, LLC (“GreenLeaf”) in fiscal 2023 (“GreenLeaf 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 GreenLeaf Note as of December 27, 2024 was determined based upon observable market prices of similar debt instruments.


		June 27, 2025				December 27, 2024
	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
2028 Convertible Senior Notes	Level 2	$	287,500	$	448,500	$	287,500	$	365,556

GreenLeaf Note	Level 2	$	—	$	—	$	5,000	$	5,070

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 $9,919 and $11,579 at June 27, 2025 and December 27, 2024, respectively.

Note 6 – Property and Equipment

Property and equipment is net of accumulated depreciation and amortization of $162,272 and $147,902 at June 27, 2025 and December 27, 2024, 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 27, 2024	$	356,298


Foreign currency translation	239
Carrying amount as of June 27, 2025	$	356,537

Other intangible assets are net of accumulated amortization of $169,135 and $157,032 as of June 27, 2025 and December 27, 2024, respectively. Amortization expense for other intangibles was $6,009 and $6,171 for the thirteen weeks ended June 27, 2025 and June 28, 2024, respectively, and $12,103 and $12,342 for the twenty-six weeks ended June 27, 2025 and June 28, 2024, respectively.

Note 8 – Debt Obligations

Debt obligations as of June 27, 2025 and December 27, 2024 consisted of the following:


	Weighted Average Effective Interest Rate at June 27, 2025		Maturity	June 27, 2025		December 27, 2024
Senior secured term loans	8.57	%	August 2029	$	253,500	$	260,000
2028 Convertible senior notes	2.77	%	December 2028	287,500		287,500

Asset-based loan facility	6.45	%	March 2027	100,000		120,000

Finance leases and other financing obligations	7.28	%	Various	80,398		52,673



Unamortized deferred costs				(12,101)		(13,389)
Total debt obligations				709,297		706,784
Less: current installments				(19,074)		(18,040)
Total long-term debt				$	690,223	$	688,744

Senior Secured Term Loan Credit Facility

In June 2025, the Company entered into an amendment (“Thirteenth Amendment”) to its senior secured term loan agreement, which reduced the interest rate spread on its senior secured term loan facility. Arrangement fees of $525 and third-party transaction costs of $49 were expensed as incurred during the thirteen and twenty-six weeks ended June 27, 2025 and included in interest expense and other operating expenses, respectively, within the Company’s condensed consolidated statements of operations.

In March 2024, the Company entered into an amendment (“Eleventh Amendment”) to its senior secured term loan agreement, which reduced the interest rate spread on its senior secured term loan facility. As a result of this amendment, the Company incurred a loss on debt extinguishment of $50 during the twenty-six weeks ended June 28, 2024, which represents the portion of unamortized deferred financing fees attributable to the lender that exited the loan syndicate. Arrangement fees of $775 and third-party transaction costs of $91 were expensed as incurred during the twenty-six weeks ended June 28, 2024 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 27, 2025 and June 28, 2024, the Company made voluntary principal prepayments totaling $5,000 and $8,000, respectively, towards the senior secured term loan. In connection with the prepayments, the Company wrote-off unamortized deferred financing fees of $150 during the thirteen and twenty-six weeks ended June 27, 2025 and $77 and $316 during the thirteen and twenty-six weeks ended June 28, 2024, respectively, which were included in interest expense within the Company’s condensed consolidated statements of operations.

GreenLeaf Unsecured Note

The GreenLeaf Note matured on April 20, 2025, and the Company made the final principal payment of $5,000 during the twenty-six weeks ended June 27, 2025. Previously, the Company made a scheduled principal payment of $5,000 towards the GreenLeaf Note during the twenty-six weeks ended June 28, 2024. The GreenLeaf Note is presented at December 27, 2024 under the caption “Finance leases and other financing obligations” in the table above.

Convertible Notes

The net carrying value of the Company’s 2028 convertible senior notes as of June 27, 2025 and December 27, 2024 was:


	June 27, 2025						December 27, 2024
	Principal Amount		Unamortized Deferred Costs		Net Amount		Principal Amount		Unamortized Deferred Costs		Net Amount
2028 Convertible Notes	$	287,500	$	(4,011)	$	283,489	$	287,500	$	(4,584)	$	282,916

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


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Coupon interest	$	1,707	$	1,893	$	3,414	$	3,786
Amortization of deferred costs and premium	287		333		573		666

Total interest	$	1,994	$	2,226	$	3,987	$	4,452

As of June 27, 2025, the Company had reserved $36,612 of its asset-based loan facility for the issuance of letters of credit and funds totaling $163,388 were available for borrowing.

Note 9 – Stockholders’ Equity

Equity Awards

The following table reflects the activity of RSAs and RSUs during the twenty-six weeks ended June 27, 2025:


	Time-Based			Performance-Based			Market-Based
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value




Unvested at December 27, 2024	483,284	$	35.68	881,500	$	34.79	303,036	$	30.04
Granted	209,677	63.51		740,294	63.03		35,101	61.16
Vested	(199,890)	35.27		(164,601)	32.47		(162,351)	29.12
Forfeited	(14,118)	42.21		(149,880)	33.52		—	—
Unvested at June 27, 2025	478,953	$	47.84	1,307,313	$	51.22	175,786	$	37.10

The Company granted 985,072 RSAs and RSUs to its employees and directors at a weighted average grant date fair value of $63.07 during the twenty-six weeks ended June 27, 2025. 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 totaling $4,223 and $3,946 during the thirteen weeks ended June 27, 2025 and June 28, 2024, respectively, and $8,344 and $7,536 during the twenty-six weeks ended June 27, 2025 and June 28, 2024, respectively. No share-based compensation expense has been capitalized.

At June 27, 2025, the total unrecognized compensation cost for unvested RSAs and RSUs was $33,100 and the weighted-average remaining period was approximately 1.9 years. Of this total, $19,669 related to awards with time-based vesting provisions and $13,431 related to awards with performance- and market-based vesting provisions. At June 27, 2025, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs and RSUs were approximately 1.8 years and 2.1 years, respectively.

Performance-Based Restricted Share Units

In February 2025, the Company’s Board of Directors approved a grant of a total of 541,375 performance-based restricted share units (“PSUs”) to certain of the Company’s officers and employees under the Company’s 2019 Omnibus Equity Incentive Plan. The PSUs, which have a four-year term from the date of grant, are subject to service and performance conditions and will only become vested and payable to the extent that a qualifying change in control occurs during the four-year period. The fair value of these awards was $22,235, which was determined using a Monte Carlo simulation in order to model a range of possible future stock prices for the Company’s common stock. No share-based compensation expense has been recorded in fiscal 2025 for these PSUs.

Share Repurchase Program

In November 2023, the Company announced a two-year share repurchase program in an amount up to $100,000. The remaining share purchase authorization was $72,617 at June 27, 2025. 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 28.0% and 30.0% for the thirteen weeks ended June 27, 2025 and June 28, 2024, respectively, and 24.9% and 30.0% for the twenty-six weeks ended June 27, 2025 and June 28, 2024, respectively. The effective tax rate for the twenty-six weeks ended June 27, 2025 reflects the annual effective tax rate estimated for the full fiscal year, adjusted for a discrete item related to a tax benefit from the vesting of stock awards during the period. 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 a income tax refund receivable of $26,537 as of June 27, 2025. The receivable is reflected in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet.

Subsequent to the end of the second quarter of fiscal 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025. The Company is in the process of assessing the impact of this legislation on its financial statements. The current expectation is that OBBBA will not have a material impact on the Company’s estimated annual effective tax rate in 2025, but will impact the split between current taxes payable and deferred taxes.

The Organization for Economic Co-operation and Development (the “OECD”) introduced a framework under Pillar Two which includes a global corporate minimum tax rate of 15%. Some jurisdictions in which the Company operates have started to enact laws implementing Pillar Two, including Canada which enacted the rule in June 2024. The Company is monitoring these developments and currently does not believe the rules effective in fiscal 2025 will have a material impact on its consolidated financial statements.

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.

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


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Net sales	$	1,034,906	$	954,704	$	1,985,654	$	1,829,192
Less:
Cost of sales - non-production costs (1)	764,030		707,425		1,470,531		1,353,407
Cost of sales - food processing costs (2)(3)	16,537		18,277		34,789		37,347
Cost of sales	780,567		725,702		1,505,320		1,390,754
Gross profit	$	254,339	$	229,002	$	480,334	$	438,438

(1)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.

(2)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.

(3)Food processing costs included $257 and $326 of depreciation expense for the thirteen weeks ended June 27, 2025 and June 28, 2024, respectively and $518 and $662 for the twenty-six weeks ended June 27, 2025 and June 28, 2024, respectively.

Note 12 – Supplemental Disclosures of Cash Flow Information


	Twenty-Six Weeks Ended
	June 27, 2025		June 28, 2024
Supplemental cash flow disclosures:
Cash paid for income taxes	$	14,154	$	6,016
Cash paid for interest, net of cash received	20,560		23,302
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	19,381	$	19,371
Operating cash flows from finance leases	2,360		895
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	21,872	$	1,797
Finance leases	39,548		13,894

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 27, 2024 (the “2024 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 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.

RESULTS OF OPERATIONS


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Net sales	$	1,034,906	$	954,704	$	1,985,654	$	1,829,192
Cost of sales	780,567		725,702		1,505,320		1,390,754
Gross profit	254,339		229,002		480,334		438,438
Selling, general and administrative expenses	213,750		194,834		416,513		385,155
Other operating expenses, net	373		301		870		3,413
Operating income	40,216		33,867		62,951		49,870


Interest expense	10,715		11,690		20,968		24,934
Income before income taxes	29,501		22,177		41,983		24,936
Provision for income tax expense	8,260		6,653		10,454		7,481
Net income	$	21,241	$	15,524	$	31,529	$	17,455

Thirteen Weeks Ended June 27, 2025 Compared to Thirteen Weeks Ended June 28, 2024

Net Sales


	2025		2024		$ Change		% Change
Net sales	$	1,034,906	$	954,704	$	80,202	8.4	%

Net sales increased due to organic growth as there was no impact from acquisitions. Case count increased approximately 3.5% in our specialty category. In addition, unique customers and placements in our specialty category increased 3.6% and 8.7%, respectively, compared to the prior year quarter. Pounds sold in our center-of-the-plate category decreased 4.0% compared to the prior year quarter, primarily due to our exit from a non-core commodity poultry program in fiscal 2025. Estimated inflation was 5.0% in our specialty category and 10.8% in our center-of-the-plate category compared to the prior year quarter.

Gross Profit


	2025			2024			$ Change		% Change
Gross profit	$	254,339		$	229,002		$	25,337	11.1	%
Gross profit margin	24.6		%	24.0		%

Gross profit dollars increased primarily as a result of sales growth and price inflation. Gross profit margin increased approximately 59 basis points. Gross profit margins increased 59 basis points in the Company’s specialty category and increased 56 basis points in the Company’s center-of-the-plate category.

Selling, General and Administrative Expenses


	2025			2024			$ Change		% Change
Selling, general and administrative expenses	$	213,750		$	194,834		$	18,916	9.7	%
Percentage of net sales	20.7		%	20.4		%

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 increased 30 basis points due to the higher costs, partially offsetting our sales growth.

Other Operating Expenses, Net


	2025		2024		$ Change		% Change
Other operating expenses, net	$	373	$	301	$	72	23.9	%

Other operating expenses, net increased by $0.1 million primarily due to a higher loss on asset disposals in the current quarter compared to the prior year quarter, almost entirely offset by lower third-party deal costs incurred in connection with business acquisitions and financing arrangements.

Interest Expense


	2025		2024		$ Change		% Change
Interest expense	$	10,715	$	11,690	$	(975)	(8.3)	%

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

Provision for Income Tax Expense


	2025			2024			$ Change		% Change
Provision for income tax expense	$	8,260		$	6,653		$	1,607	24.2	%
Effective tax rate	28.0		%	30.0		%

The Company’s effective tax rate was 28.0% and 30.0% for the thirteen weeks ended June 27, 2025 and June 28, 2024, respectively. The effective tax rate for the thirteen weeks ended June 27, 2025 reflects the annual effective tax rate estimated for the full fiscal year.

Twenty-Six Weeks Ended June 27, 2025 Compared to Twenty-Six Weeks Ended June 28, 2024

Net Sales


	2025		2024		$ Change		% Change
Net sales	$	1,985,654	$	1,829,192	$	156,462	8.6	%

Net sales increased due to organic growth as there was no impact from acquisitions. Case count increased approximately 4.5% in our specialty category. In addition, unique customers and placements in our specialty category increased 4.0% and 8.2%, respectively, compared to the prior year period. Pounds sold in our center-of-the-plate category decreased 2.7% compared to the prior year period, primarily due to our exit from a non-core commodity poultry program in fiscal 2025. Estimated inflation was 4.9% in our specialty category and 8.4% in our center-of-the-plate category compared to the prior year period.

Gross Profit


	2025			2024			$ Change		% Change
Gross profit	$	480,334		$	438,438		$	41,896	9.6	%
Gross profit margin	24.2		%	24.0		%

Gross profit dollars increased primarily as a result of sales growth and price inflation. Gross profit margin increased approximately 22 basis points. Gross profit margins increased 34 basis points in the Company’s specialty category and decreased 11 basis points in the Company’s center-of-the-plate category.

Selling, General and Administrative Expenses


	2025			2024			$ Change		% Change
Selling, general and administrative expenses	$	416,513		$	385,155		$	31,358	8.1	%
Percentage of net sales	21.0		%	21.1		%

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 sales growth combined with certain benefits derived from our investments in our facility and distribution operations.

Other Operating Expenses, Net


	2025		2024		$ Change		% Change
Other operating expenses, net	$	870	$	3,413	$	(2,543)	(74.5)	%

The decrease in other operating expense, net was primarily due to lower employee severance charges during the twenty-six weeks ended June 27, 2025 compared to the prior year period.

Interest Expense


	2025		2024		$ Change		% Change
Interest expense	$	20,968	$	24,934	$	(3,966)	(15.9)	%

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


	2025			2024			$ Change		% Change
Provision for income tax expense	$	10,454		$	7,481		$	2,973	39.7	%
Effective tax rate	24.9		%	30.0		%

The Company’s effective tax rate was 24.9% and 30.0% for the twenty-six weeks ended June 27, 2025 and June 28, 2024, respectively. The effective tax rate for the twenty-six weeks ended June 27, 2025 reflects the annual effective tax rate estimated for the full fiscal year, adjusted for a discrete item related to a tax benefit from the vesting of stock awards during the period.

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 leases, trade payables and equity financing.

Indebtedness

The following table presents selected financial information on our indebtedness:


	June 27, 2025		December 27, 2024
Senior secured term loan	$	253,500	$	260,000
Convertible senior notes	287,500		287,500
Borrowings outstanding on asset-based loan facility	100,000		120,000
Finance leases and other financing obligations	80,398		52,673

Financing Transactions

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 twenty-six weeks ended June 27, 2025 and June 28, 2024, we made voluntary principal prepayments of $5.0 million and $8.0 million, respectively, towards the senior secured term loan.

The GreenLeaf Note matured on April 20, 2025, and we made the final principal payment of $5.0 million during the twenty-six weeks ended June 27, 2025. Previously, we made a scheduled principal payment of $5.0 million towards the GreenLeaf Note during the twenty-six weeks ended June 28, 2024. The GreenLeaf Note is presented at December 27, 2024 under the caption “Finance leases and other financing obligations” in the table above.

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 twenty-six weeks ended June 27, 2025, we repurchased 159,982 shares of our common stock at an average purchase price of $62.51 per share. During the twenty-six weeks ended June 28, 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 $72.6 million at June 27, 2025. 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 27, 2025		December 27, 2024
Cash and cash equivalents	$	96,866	$	114,655
Working capital(1), excluding cash and cash equivalents	346,710		327,992
Availability under asset-based loan facility	163,388		146,674

(1) We define working capital as current assets less current liabilities.

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.

Cash Flows

The following table presents selected financial information on cash flows:


	Twenty-Six Weeks Ended
	June 27, 2025		June 28, 2024



Net cash provided by operating activities	$	64,069	$	60,226
Net cash used in investing activities	(22,325)		(33,438)
Net cash used in financing activities	(59,645)		(38,363)

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 $64.1 million for the twenty-six weeks ended June 27, 2025 compared to $60.2 million for the twenty-six weeks ended June 28, 2024. The increase in cash provided by operating activities was primarily due to sales growth and lower cash paid for interest, partially offset by a strategic pull-forward of certain inventory purchases.

Net cash used in investing activities was $22.3 million for the twenty-six weeks ended June 27, 2025, driven by capital expenditures.

Net cash used in financing activities was $59.6 million for the twenty-six weeks ended June 27, 2025 driven by $20.0 million of payments under our revolving credit facilities, $11.5 million of payments of term loan debt, $11.6 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 finance lease payments.

Recent Accounting Pronouncements

Information related to new accounting guidance is included in Note 1 “Operations and Basis of Presentation” to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

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 27, 2025, we had aggregate indebtedness outstanding of $353.5 million that bore interest at variable rates. A 100 basis point increase in market interest rates would decrease our after-tax earnings by approximately $2.5 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 27, 2025.

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 27, 2025 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 27, 2024. In addition to the information contained herein, you should consider the risk factors disclosed in our Annual Report on Form 10-K.

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 29, 2025 to April 25, 2025	—	$	—	—	$	82,617
April 26, 2025 to May 23, 2025	3,768	59.73		—	82,617
May 24, 2025 to June 27, 2025	160,022	62.51		159,982	72,617
Total	163,790	$	62.44	159,982	$	72,617

(1)Represents withholding of our common stock during the thirteen weeks ended June 27, 2025 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, in addition to shares purchased as part of a publicly announced program.

(2)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.

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 the following Rule 10b5-1 or non-Rule

10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K). Our directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act, of 1934, as amended) previously adopted the following Rule 10b5-1 or non-Rule

10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K) which became effective during the quarter covered by this report:

Name

Title

Type of Trading Arrangement

Security

Action

Date of Action

Duration of Trading Arrangement

Aggregate Number of Securities Covered

Timothy McCauley

Chief Accounting Officer

Rule 10b5-1 Plan to Sell

Common Stock

Adoption

March 13, 2025

Up to July 12, 2027

25,000

Each trading arrangement reported above is subject to a number of conditions, including as to the price at which, and the timing of when, purchases and/or sales may occur, and it is possible that any trading arrangement may not result in the purchase and/or sale of any or all of the aggregate number of securities covered by such trading arrangement during the term of the trading arrangement. Additionally, these trading arrangements are subject to modification or termination in accordance with applicable law.

ITEM 6. EXHIBITS


Exhibit No.						Description













10.1						Thirteenth Amendment to Credit Agreement, dated June 22, 2016, by and among Dairyland USA Corporation and Chefs’ Warehouse Parent, LLC, as Borrowers, and The Chefs’ Warehouse, Inc. and the other Loan Parties party thereto, as Guarantors, the Lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 16, 2025).



31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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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

104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 30, 2025.


									THE CHEFS’ WAREHOUSE, INC.
									(Registrant)

Date: July 30, 2025									/s/ James Leddy
									James Leddy
									Chief Financial Officer
									(Principal Financial Officer)

Date: July 30, 2025									/s/ Timothy McCauley
									Timothy McCauley
									Chief Accounting Officer
									(Principal Accounting Officer)

Chefs' Warehouse, Inc. 10-Q