Chefs' Warehouse, Inc 8-K, filed Oct 28, 2026
Chefs' Warehouse, Inc. (CHEF)
8-K
2026-10-28
For: 2026-10-28
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Added on
October 28, 2026
About this 8-K
Chefs' Warehouse, Inc filed this 8-K on October 28, 2026.
Chefs’ Warehouse reported third-quarter net sales of $1.14 billion, up 11.2%, GAAP net income of $29.6 million and adjusted EBITDA of $82.2 million, and raised fiscal 2026 guidance to $4.56 billion–$4.61 billion in net sales and $317 million–$321 million in adjusted EBITDA. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): October 28, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 October 28, 2026 (the “Press Release”), The Chefs’ Warehouse, Inc. (the “Company”) announced financial results for the Company’s thirteen and thirty-nine weeks ended September 25, 2026. 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 | |||||||
| Press Release of The Chefs’ Warehouse, Inc. dated October 28, 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: October 28, 2026
Exhibit 99.1
The Chefs’ Warehouse Reports Third Quarter 2026 Financial Results
Ridgefield, CT, October 28, 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 third quarter ended September 25, 2026.
Financial highlights for the third quarter of 2026:
•Net sales increased 11.2% to $1.14 billion for the third quarter of 2026 from $1.02 billion for the third quarter of 2025.
•GAAP net income was $29.6 million, or $0.67 per diluted share, for the third quarter of 2026 compared to $19.1 million, or $0.44 per diluted share, in the third quarter of 2025.
•Adjusted net income per share1 was $0.66 for the third quarter of 2026 compared to $0.50 for the third quarter of 2025.
•Adjusted EBITDA1 was $82.2 million for the third quarter of 2026 compared to $65.1 million for the third quarter of 2025.
“Revenue trends displayed typical seasonal cadence through the third quarter of 2026, building from the summer months into September with strong year-over-year growth. Our regional Chefs’ Warehouse teams delivered excellent execution across markets and product categories – driving strong growth in revenue and gross profit dollars; as well as continued progress increasing relevance with our customer base with solid year-over-year growth in unique item placements and unique customers. Our Middle East operations continue to operate effectively in a challenging environment. Revenue trends in recent weeks have been approximately 100% of prior-year, as food-away-from-home activity is supported by local residents and ex-patriots returning from the summer off-season”, said Christopher Pappas, Chairman and Chief Executive of the Company. “Momentum continued into October, and as we head into the busy holiday season, I would like to thank all our Chefs’ Warehouse teams, from sales, procurement and operations to all the supporting functions, for their dedication and commitment to delivering our diverse, high-quality product, and service, in partnership with our suppliers and customers and the communities we serve.”
Third Quarter Fiscal 2026 Results
Net sales for the third quarter of 2026 increased 11.2% to $1.14 billion from $1.02 billion in the third quarter of 2025. Organic sales increased $105.4 million, or 10.3% versus the prior year quarter. Sales growth of $8.7 million, or 0.9%, was primarily a result of acquisitions. Organic case count increased approximately 6.1% in the Company’s specialty category for the third quarter of 2026 with unique customer and placement increases of 4.4% and 7.2% respectively, compared to the third quarter of 2025. Organic pounds sold in the Company’s center-of-the-plate category increased approximately 6.6% for the third quarter of 2026 compared to the prior year quarter.
Gross profit increased 15.0% to $284.3 million for the third quarter of 2026 from $247.2 million for the third 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 84 basis points to 25.0%. Gross profit margins increased 63 basis points in the Company’s specialty category and increased 137 basis points in the center-of-the-plate category.
Selling, general and administrative expenses increased by approximately 12.1% to $233.4 million for the third quarter of 2026 from $208.1 million for the third quarter of 2025. The increase was primarily due to higher costs associated with compensation and benefits, facilities and distribution to support sales growth, fuel costs, as well as higher depreciation expense driven by facility and fleet investments. As a
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.
percentage of net sales, selling, general and administrative expenses were 20.6% in the third quarter of 2026 compared to 20.4% in the third quarter of 2025.
Operating income for the third quarter of 2026 was $51.5 million compared to $38.9 million for the third 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 4.4% in the third quarter of 2026 as compared to 3.8% in the third quarter of 2025.
Interest expense decreased to $9.0 million for the third quarter of 2026 compared to $10.5 million for the third quarter of 2025. The decrease was primarily due to lower aggregate principal amounts of debt outstanding and lower interest rates in the current period compared to the prior year quarter.
The Company’s effective tax rate was 30.3% and 32.6% for the third quarters of 2026 and 2025, respectively. The effective rate for the third quarter of 2026 includes a discrete tax benefit related to the vesting of stock awards.
Net income for the third quarter of 2026 was $29.6 million, or $0.67 per diluted share, compared to $19.1 million, or $0.44 per diluted share, for the third quarter of 2025.
Adjusted EBITDA1 was $82.2 million for the third quarter of 2026 compared to $65.1 million for the third quarter of 2025. For the third quarter of 2026, adjusted net income1 was $29.5 million, or $0.66 per diluted share compared to adjusted net income of $21.5 million, or $0.50 per diluted share for the third quarter of 2025.
2026 Guidance
We are raising our fiscal 2026 full year financial guidance as follows:
•Net sales in the range of $4.56 billion to $4.61 billion,
•Gross profit to be between $1.130 billion and $1.140 billion and
•Adjusted EBITDA1 to be between $317 million and $321 million.
Third Quarter 2026 Earnings Conference Call
The Company will host a conference call to discuss third quarter 2026 financial results today at 8:30 a.m. ET. Hosting the call will be Chris Pappas, chairman and chief executive officer, and Jim Leddy, chief financial officer. The conference call will be webcast live from the Company’s investor relations website at http://investors.chefswarehouse.com. An online archive of the webcast will be available on the Company’s investor relations website.
Non-GAAP Financial Measures
We present EBITDA, adjusted EBITDA, adjusted net income and adjusted net income per share, as well as forecasted EBITDA and adjusted EBITDA ranges, which are not measurements determined in accordance with the U.S. Generally Accepted Accounting Principles (“GAAP”), because we believe these measures provide additional metrics to evaluate our operations and our forecasted results and which we believe, when considered with both our GAAP results and the reconciliation to net income and net income available to common shareholders, provide a more complete understanding of our business than could be obtained absent this disclosure. We use EBITDA, adjusted EBITDA, adjusted net income and adjusted net income per share together with financial measures prepared in accordance with GAAP, such as revenue and cash flows from operations, to assess our historical and prospective operating performance
1EBITDA, 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.
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and to enhance our understanding of our core operating performance. The use of EBITDA, adjusted EBITDA, adjusted net income and adjusted net income per share as performance measures permits a comparative assessment of our operating performance relative to our GAAP performance while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies.
Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance.
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.
Forward-Looking Statements
Statements in this press release regarding the Company’s business 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. 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
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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; and the effects of international trade disputes, tariffs, quotas and other import or export restrictions on our international procurement, sales and operations. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 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 Securities and Exchange Commission (“SEC”) on February 24, 2026 and other reports filed by the Company with the SEC since that date. The Company is not undertaking to update any information until required by applicable laws. Any projections of future results of operations are based on a number of assumptions, many of which are outside the Company’s control and should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so.
About The Chefs’ Warehouse
The Chefs’ Warehouse, Inc. (http://www.chefswarehouse.com) is a premier distributor of specialty food products in the United States, the Middle East and Canada focused on serving the specific needs of chefs who own and/or operate some of the nation’s leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores. The Chefs’ Warehouse, Inc. carries and distributes more than 90,000 products to more than 55,000 customer locations throughout the United States, the Middle East and Canada.
Contact:
Investor Relations
Jim Leddy, CFO, (718) 684-8415
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THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands except share amounts and per share data)
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| Net sales | $ | 1,135,379 | $ | 1,021,319 | $ | 3,363,002 | $ | 3,006,973 | |||||||||||||||
| Cost of sales | 851,044 | 774,128 | 2,528,412 | 2,279,448 | |||||||||||||||||||
| Gross profit | 284,335 | 247,191 | 834,590 | 727,525 | |||||||||||||||||||
| Selling, general and administrative expenses | 233,407 | 208,125 | 691,729 | 624,638 | |||||||||||||||||||
| Other operating (income) expenses, net | (558) | 130 | (388) | 1,000 | |||||||||||||||||||
| Operating income | 51,486 | 38,936 | 143,249 | 101,887 | |||||||||||||||||||
| Interest expense | 8,999 | 10,535 | 28,806 | 31,503 | |||||||||||||||||||
| Income before income taxes | 42,487 | 28,401 | 114,443 | 70,384 | |||||||||||||||||||
| Income tax expense | 12,870 | 9,253 | 33,692 | 19,707 | |||||||||||||||||||
| Net income | $ | 29,617 | $ | 19,148 | $ | 80,751 | $ | 50,677 | |||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | 0.76 | $ | 0.50 | $ | 2.08 | $ | 1.31 | |||||||||||||||
| Diluted | $ | 0.67 | $ | 0.44 | $ | 1.83 | $ | 1.18 | |||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | 29,617 | $ | 19,148 | $ | 80,751 | $ | 50,677 | |||||||||||||||
| Add effect of dilutive securities: | |||||||||||||||||||||||
| Interest on convertible notes, net of tax | 1,175 | 1,226 | 3,524 | 3,677 | |||||||||||||||||||
| Net income available to common shareholders | $ | 30,792 | $ | 20,374 | $ | 84,275 | $ | 54,354 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average basic common shares outstanding | 38,814,944 | 38,575,691 | 38,852,135 | 38,717,363 | |||||||||||||||||||
| Dilutive effect of unvested common shares and stock options | 852,296 | 729,276 | 772,396 | 744,749 | |||||||||||||||||||
| Dilutive effect of convertible notes | 6,494,970 | 6,494,970 | 6,494,970 | 6,494,970 | |||||||||||||||||||
| Weighted average diluted common shares outstanding | 46,162,210 | 45,799,937 | 46,119,501 | 45,957,082 | |||||||||||||||||||
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THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands)
| September 25, 2026 | December 26, 2025 | ||||||||||
| Cash and cash equivalents | $ | 164,725 | $ | 120,982 | |||||||
| Accounts receivable, net | 398,827 | 392,374 | |||||||||
| Inventories | 404,474 | 385,722 | |||||||||
| Prepaid expenses and other current assets | 73,961 | 70,811 | |||||||||
| Total current assets | 1,041,987 | 969,889 | |||||||||
| Property and equipment, net | 353,047 | 342,019 | |||||||||
| Operating lease right-of-use assets | 196,013 | 205,270 | |||||||||
| Goodwill | 363,407 | 362,742 | |||||||||
| Intangible assets, net | 120,649 | 137,310 | |||||||||
| Other assets | 8,116 | 10,777 | |||||||||
| Total assets | $ | 2,083,219 | $ | 2,028,007 | |||||||
| Accounts payable | $ | 253,871 | $ | 275,622 | |||||||
| Accrued liabilities | 87,823 | 78,458 | |||||||||
| Short-term operating lease liabilities | 24,188 | 24,832 | |||||||||
| Accrued compensation | 73,114 | 66,350 | |||||||||
| Current portion of long-term debt | 32,105 | 28,197 | |||||||||
| Total current liabilities | 471,101 | 473,459 | |||||||||
| Long-term debt, net of current portion | 696,769 | 720,333 | |||||||||
| Operating lease liabilities | 192,713 | 201,542 | |||||||||
| Deferred taxes, net | 30,847 | 22,424 | |||||||||
| Other liabilities | 5,231 | 5,940 | |||||||||
| Total liabilities | 1,396,661 | 1,423,698 | |||||||||
| Common stock | 408 | 407 | |||||||||
| Additional paid in capital | 415,516 | 405,020 | |||||||||
| Accumulated other comprehensive loss | (3,341) | (2,763) | |||||||||
| Retained earnings | 273,975 | 201,645 | |||||||||
| Stockholders’ equity | 686,558 | 604,309 | |||||||||
| Total liabilities and stockholders’ equity | $ | 2,083,219 | $ | 2,028,007 | |||||||
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THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
| Thirty-Nine Weeks Ended | |||||||||||
| September 25, 2026 | September 26, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 80,751 | $ | 50,677 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization of property and equipment | 45,883 | 39,045 | |||||||||
| Amortization of intangible assets | 16,624 | 18,187 | |||||||||
| Provision for allowance for credit losses | 10,013 | 9,610 | |||||||||
| Deferred income tax provision | 8,366 | 4,914 | |||||||||
| Stock compensation | 22,123 | 14,551 | |||||||||
| Non-cash interest and other operating activities | 1,562 | 5,345 | |||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | (15,723) | 11,327 | |||||||||
| Inventories | (19,154) | (70,137) | |||||||||
| Prepaid expenses and other current assets | (5,230) | (1,085) | |||||||||
| Accounts payable, accrued liabilities and accrued compensation | (4,001) | (26,825) | |||||||||
| Other liabilities | |||||||||||
| Other assets and liabilities | (76) | (257) | |||||||||
| Net cash provided by operating activities | 141,138 | 55,352 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (25,413) | (33,340) | |||||||||
| Cash paid for acquisitions, net of cash acquired | (283) | — | |||||||||
| Net cash used in investing activities | (25,696) | (33,340) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payment of debt and other financing obligations | (7,250) | (12,250) | |||||||||
| Payment of finance leases | (15,935) | (11,843) | |||||||||
| Common stock repurchases | (10,003) | (15,005) | |||||||||
| Payment of deferred financing fees | — | (658) | |||||||||
| Proceeds from exercise of stock options | 2,041 | — | |||||||||
| Surrender of shares to pay withholding taxes | (10,455) | (11,833) | |||||||||
| Payments under asset-based loan facility | (30,000) | (20,000) | |||||||||
| Excess tax benefits on stock compensation | |||||||||||
| Net cash used in financing activities | (71,602) | (71,589) | |||||||||
| Effect of foreign currency translation on cash and cash equivalents | (97) | (17) | |||||||||
| Net change in cash and cash equivalents | 43,743 | (49,594) | |||||||||
| Cash and cash equivalents at beginning of period | 120,982 | 114,655 | |||||||||
| Cash and cash equivalents at end of period | $ | 164,725 | $ | 65,061 | |||||||
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THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA
(unaudited; in thousands)
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| Net income | $ | 29,617 | $ | 19,148 | $ | 80,751 | $ | 50,677 | |||||||||||||||
| Interest expense | 8,999 | 10,535 | 28,806 | 31,503 | |||||||||||||||||||
| Depreciation and amortization of property and equipment | 15,723 | 13,713 | 45,883 | 39,045 | |||||||||||||||||||
| Amortization of intangible assets | 5,453 | 6,084 | 16,624 | 18,187 | |||||||||||||||||||
| Income tax expense | 12,870 | 9,253 | 33,692 | 19,707 | |||||||||||||||||||
| EBITDA (1) | 72,662 | 58,733 | 205,756 | 159,119 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Stock compensation (2) | 9,297 | 4,922 | 22,123 | 14,551 | |||||||||||||||||||
| Other operating (income) expenses, net (3) | (558) | 130 | (388) | 1,000 | |||||||||||||||||||
| Duplicate rent (4) | 756 | 1,157 | 2,871 | 2,875 | |||||||||||||||||||
| Moving expenses (5) | 29 | 111 | 29 | 438 | |||||||||||||||||||
| Adjusted EBITDA (1) | $ | 82,186 | $ | 65,053 | $ | 230,391 | $ | 177,983 | |||||||||||||||
1.See the “Non-GAAP Financial Measures” section of the press release.
2.Represents non-cash stock compensation expense associated with awards of restricted shares of our common stock and stock options to our key employees and our independent directors.
3.Represents non-cash changes in the fair value of contingent earn-out liabilities related to our acquisitions, non-cash charges related to asset disposals, asset impairments, including intangible asset impairment charges, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements and certain other costs.
4.Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to use those facilities.
5.Represents moving expenses for the consolidation and expansion of several of our distribution facilities.
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THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME AND
ADJUSTED NET INCOME PER SHARE
ADJUSTED NET INCOME PER SHARE
(unaudited; in thousands except share amounts and per share data)
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| Net income | $ | 29,617 | $ | 19,148 | $ | 80,751 | $ | 50,677 | |||||||||||||||
| Adjustments to reconcile net income to adjusted net income (1): | |||||||||||||||||||||||
| Other operating (income) expenses, net (2) | (558) | 130 | (388) | 1,000 | |||||||||||||||||||
| Duplicate rent (3) | 756 | 1,157 | 2,871 | 2,875 | |||||||||||||||||||
| Moving expenses (4) | 29 | 111 | 29 | 438 | |||||||||||||||||||
| Debt modification and extinguishment expenses (5) | — | — | 655 | 525 | |||||||||||||||||||
| Tax effect of adjustments (6) | (371) | 909 | (2,767) | (1,355) | |||||||||||||||||||
| Total adjustments | (144) | 2,307 | 400 | 3,483 | |||||||||||||||||||
| Adjusted net income (1) | $ | 29,473 | $ | 21,455 | $ | 81,151 | $ | 54,160 | |||||||||||||||
| Diluted adjusted net income per common share (1) | $ | 0.66 | $ | 0.50 | $ | 1.84 | $ | 1.26 | |||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Adjusted net income (1) | $ | 29,473 | $ | 21,455 | $ | 81,151 | $ | 54,160 | |||||||||||||||
| Add effect of dilutive securities: | |||||||||||||||||||||||
| Interest on convertible notes, net of tax | 1,175 | 1,226 | 3,524 | 3,677 | |||||||||||||||||||
| Adjusted net income available to common shareholders | $ | 30,648 | $ | 22,681 | $ | 84,675 | $ | 57,837 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average basic common shares outstanding | 38,814,944 | 38,575,691 | 38,852,135 | 38,717,363 | |||||||||||||||||||
| Dilutive effect of unvested common shares and stock options | 852,296 | 729,276 | 772,396 | 744,749 | |||||||||||||||||||
| Dilutive effect of convertible notes | 6,494,970 | 6,494,970 | 6,494,970 | 6,494,970 | |||||||||||||||||||
| Weighted average diluted common shares outstanding | 46,162,210 | 45,799,937 | 46,119,501 | 45,957,082 | |||||||||||||||||||
1.See the “Non-GAAP Financial Measures” section of the press release.
2.Represents non-cash changes in the fair value of contingent earn-out liabilities related to our acquisitions, non-cash charges related to asset disposals, asset impairments, including intangible asset impairment charges, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements and certain other costs.
3.Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to use those facilities.
4.Represents moving expenses for the consolidation and expansion of several of our distribution facilities.
5.Represents debt modification costs, extinguishment costs and interest expense related to the write-off of certain deferred financing fees related to our credit agreements.
6.Represents the adjustments to the tax expense values to reflect a normalized annual effective tax rate on adjusted pretax earnings of 31.0% and 28.0% for the third quarters of 2026 and 2025, respectively, and year-to-date periods of 2026 and 2025, respectively.
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THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED EBITDA GUIDANCE FOR FISCAL 2026
(unaudited; in thousands)
| Low-End Guidance | High-End Guidance | ||||||||||
| Net income: | $ | 108,500 | $ | 110,000 | |||||||
| Income tax expense | 45,000 | 45,500 | |||||||||
| Depreciation and amortization of property and equipment | 85,000 | 85,000 | |||||||||
| Interest expense | 45,500 | 46,500 | |||||||||
| EBITDA (1) | 284,000 | 287,000 | |||||||||
| Adjustments: | |||||||||||
| Stock compensation (2) | 29,000 | 30,000 | |||||||||
| Duplicate rent (3) | 3,500 | 3,500 | |||||||||
| Other operating expenses (4) | 500 | 500 | |||||||||
| Adjusted EBITDA (1) | $ | 317,000 | $ | 321,000 | |||||||
1.See the “Non-GAAP Financial Measures” section of the press release.
2.Represents non-cash stock compensation expense associated with awards of restricted shares of our common stock and stock options to our key employees and our independent directors.
3.Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to use those facilities.
4.Represents non-cash changes in the fair value of contingent earn-out liabilities related to our acquisitions, non-cash charges related to asset disposals, asset impairments, including intangible asset impairment charges, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements, moving expenses for the consolidation and expansion of several of our distribution facilities and certain other costs.
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