CHEF

SEC.gov | Request Rate Threshold Exceeded

U.S. Securities and Exchange Commission

You’ve Exceeded the SEC’s Traffic Limit

Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes.

Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains available to all users, we reserve the right to block IP addresses that submit excessive requests.

The block will be lifted automatically by waiting 10 minutes. Continuing to exceed the SEC’s maximum allowable request rate during the time-out period will extend the duration of the time-out period. To ensure fair access for all users, please reduce the rate of your requests and visit SEC.gov again after the 10 minute time-out period has passed.

For best practices on efficiently downloading information from SEC.gov, including the latest EDGAR filings, visit sec.gov/developer. You can also sign up for email updates on the SEC open data program, including best practices that make it more efficient to download data, and SEC.gov enhancements that may impact scripted downloading processes. For more information, contact opendata@sec.gov.

For more information, please see the SEC’s Web Site Privacy and Security Policy. Thank you for your interest in the U.S. Securities and Exchange Commission.

Reference ID: 0.c706d217.1785342425.305cdaec

More Information

Internet Security Policy

By using this site, you are agreeing to security monitoring and auditing. For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users.

Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030).

To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. We reserve the right to block IP addresses that submit excessive requests. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests.

If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website.

Note that this policy may change as the SEC manages SEC.gov to ensure that the website performs efficiently and remains available to all users.

Note: We do not offer technical support for developing or debugging scripted downloading processes.

EX-99.1

2 pressreleaseex99103272026.htm

EX-99.1

Document

Exhibit 99.1

The Chefs’ Warehouse Reports First Quarter 2026 Financial Results

Ridgefield, CT, April 29, 2026 - The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (the “Company” or “Chefs’”), a premier distributor of specialty food products in the United States, the Middle East, and Canada, today reported financial results for its first quarter ended March 27, 2026.

Financial highlights for the first quarter of 2026:

•Net sales increased 11.4% to $1.06 billion for the first quarter of 2026 from $950.7 million for the first quarter of 2025.

•GAAP net income was $17.4 million, or $0.40 per diluted share, for the first quarter of 2026 compared to $10.3 million, or $0.25 per diluted share, in the first quarter of 2025.

•Adjusted net income per share1 was $0.40 for the first quarter of 2026 compared to $0.25 for the first quarter of 2025.

•Adjusted EBITDA1 was $60.1 million for the first quarter of 2026 compared to $47.5 million for the first quarter of 2025.

“First quarter 2026 business activity displayed typical seasonal cadence as revenue trends coming out of January increased steadily into February and March. Despite some volatility in business due to extreme weather events and the start of the conflict in the Middle East later in the quarter, our businesses continued to grow market share, delivering strong year-over-year growth in volume, product penetration, unique customers, revenue and profitability,” said Christopher Pappas, Chairman and Chief Executive of the Company. “I would like to thank all of Chefs’ Warehouse, from sales and operations to all the supporting functions, for delivering a great start to 2026. Our regional leadership and their teams continue to execute our strategy to leverage our investments and train the next generation of sales and operational talent. They are accelerating our long-term plan, as they grow deeper understanding of our customer base and become the ultimate specialty ingredient professionals, marrying technology with industry know how to become trusted advisors to the best chefs in the world.”

First Quarter Fiscal 2026 Results

Net sales for the first quarter of 2026 increased 11.4% to $1.06 billion from $950.7 million in the first quarter of 2025. Organic sales increased $98.3 million, or 10.4% versus the prior year quarter. Sales growth of $10.0 million, or 1.0%, resulted from acquisitions. Organic case count increased approximately 5.7% in the Company’s specialty category for the first quarter of 2026 with unique customer and placement increases of 1.9% and 6.2% respectively, compared to the first quarter of 2025. Organic pounds sold in the Company’s center-of-the-plate category increased approximately 6.2% for the first quarter of 2026 compared to the prior year quarter.

Gross profit increased 13.9% to $257.4 million for the first quarter of 2026 from $226.0 million for the first quarter of 2025. The increase in gross profit dollars was primarily a result of increased sales volumes, price inflation and acquisitions. Gross profit margins increased approximately 53 basis points to 24.3%. Gross profit margins increased 43 basis points in the Company’s specialty category and increased 110 basis points in the center-of-the-plate category.

Selling, general and administrative expenses increased by approximately 10.5% to $224.1 million for the first quarter of 2026 from $202.8 million for the first quarter of 2025. The increase was primarily due to higher costs associated with compensation and benefits to support sales growth and higher depreciation expense driven by facility and fleet investments. As a percentage of net sales, selling, general and administrative expenses were 21.2% in the first quarter of 2026 compared to 21.3% in the first quarter of 2025.

1Earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, adjusted net income and adjusted net income per share are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of EBITDA, Adjusted EBITDA, adjusted net income and adjusted net income per share to these measures’ most directly comparable GAAP measure.

Operating income for the first quarter of 2026 was $33.1 million compared to $22.7 million for the first quarter of 2025. The increase in operating income was driven primarily by higher gross profit, partially offset by higher selling, general and administrative expenses, as discussed above. As a percentage of net sales, operating income was 3.1% in the first quarter of 2026 as compared to 2.4% in the first quarter of 2025.

The Company’s effective tax rate was 23.6% and 17.6% for the first quarters of 2026 and 2025, respectively. Both quarters include the impact of a discrete item related to a tax benefit from the vesting of stock awards.

Net income for the first quarter of 2026 was $17.4 million, or $0.40 per diluted share, compared to $10.3 million, or $0.25 per diluted

false 0001517175

0001517175

2026-02-11 2026-02-11

0001517175

CHEF:CommonStockParValue0.01Member

2026-02-11 2026-02-11

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2026

THE CHEFS’ WAREHOUSE, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-35249 20-3031526

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the 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. ☐

Item 2.02.

Results of Operations and Financial Condition.

In a press release dated February 11, 2026 (the “Press Release”), The Chefs’ Warehouse, Inc. (the “Company”) announced financial results for the Company’s thirteen and fifty-two weeks ended December 26, 2025. The full text of the Press Release is furnished herewith as Exhibit 99.1 to this report.

The information contained in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of The Chefs’ Warehouse, Inc. dated February 11, 2026.

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE CHEFS’ WAREHOUSE, INC.

By: /s/ James Leddy

Name:

Title: James Leddy

Chief Financial Officer

Date: February 11, 2026