What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-25 · 33 added, 28 removed, 287 unchanged (18% of the section changed)

10 unchanged sentences

Our net revenues have increased from approximately $1.7 billion for the fiscal year ended December 24, 2021 to $4.1 billion for the fiscal year ended December 26, 2025.

Our historical sales growth and our ability to manage through the material adverse impacts of the Covid-19 Pandemic on our business are the result of an increase in the breadth and depth of our product portfolio, our commitment to customer service, the efforts of our experienced and sophisticated sales professionals, the increased use of technology in the operations and management of our business and our ongoing consolidation of the fragmented specialty foodservice distribution industry.

Since December 25, 2020, we have completed sixteen acquisitions which have increased our penetration in existing markets, expanded our footprint into new markets and/or enhanced our product capabilities.

The up-front cash purchase prices for these sixteen acquisitions was more than $326.2 million, which we funded with cash generated from our operations and borrowings under our then existing credit facilities.

Our historical sales growth is the result of an increase in the breadth and depth of our product portfolio, our commitment to customer service, the efforts of our experienced and sophisticated sales professionals, the increased use of technology in the operations and management of our business and our ongoing consolidation of the fragmented specialty foodservice distribution industry.

Our completed acquisitions have increased our penetration in existing markets, expanded our footprint into new markets and/or enhanced our product capabilities.

We funded these acquisitions with cash generated from our operations and borrowings under our credit facilities.

Excluding our direct-to-consumer businesses, we currently serve more than 55,000 core customer locations in our twenty-three primary geographic markets across the United States, the Middle East, and Canada.

2 unchanged sentences

Competitive Strengths

We believe that, during our nearly 40-year history, we have achieved, developed and/or refined the following strengths which provide us with a distinct competitive position in the foodservice distribution industry and also the opportunity to achieve superior margins relative to most large broadline foodservice distributors:

We believe that, during our 40-year history, we have achieved, developed and/or refined the following strengths which provide us with a distinct competitive position in the foodservice distribution industry and also the opportunity to achieve superior margins relative to most large broadline foodservice distributors:

Leading Distributor of Specialty Food Products in Many of the Key Culinary Markets.

33 unchanged sentences

Increase Penetration with Existing Customers.

We intend to sell more products to our existing customers by increasing the breadth and depth of our product selection and increasing the efficiency of our sales professionals, while at the same time

continuing to provide excellent customer service.

We intend to sell more products to our existing customers by increasing the breadth and depth of our product selection and increasing the efficiency of our sales professionals, while at the same time continuing to provide excellent customer service.

We are a data-driven and goal-oriented organization, and our management and sales professionals are highly focused on our weekly sales and gross profit contribution from each of our Core Customers and increasing the number of unique products we distribute to such customers.

9 unchanged sentences

Pursue Selective Acquisitions.

Throughout our nearly 40-year history, we have successfully identified, consummated and integrated multiple strategic acquisitions, which were designed to increase our penetration in existing markets, expand our footprint into new markets and/or enhance our product capabilities.

Throughout our 40-year history, we have successfully identified, consummated and integrated multiple strategic acquisitions, which were designed to increase our penetration in existing markets, expand our footprint into new markets and/or enhance our product capabilities.

We believe that, over time, we will be able to improve the operations and overall profitability of each acquired company by leveraging our sourcing relationships to provide an expanded product portfolio, implementing our tested sales force training techniques and metrics and installing improved warehouse management and information systems.

We believe we have the opportunity to capitalize on our existing infrastructure and expertise by continuing to selectively pursue opportunistic acquisitions in order to expand the breadth of our distribution network, increase our operating efficiency and add additional products and capabilities.

Since our initial public offering, we have completed thirty-six acquisitions, which have increased our penetration in existing markets, expanded our footprint into new markets and enhanced our product capabilities.

Since our initial public offering, we have completed thirty-eight acquisitions, which have increased our penetration in existing markets, expanded our footprint into new markets and enhanced our product capabilities.

Our Markets and the Customers that We Serve

3 unchanged sentences

Our target customers include menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores.

We have no meaningful customer concentration as our top ten customers accounted for less than 6% of total net sales for our 2024 fiscal year.

We have no meaningful customer concentration as our top ten customers accounted for approximately 6% of total net sales for our 2025 fiscal year.

Our Allen Brothers subsidiary markets certain of our center-of-the-plate proteins directly to consumers through a mail and e-commerce platform.

77 unchanged sentences

We maintain an advanced information technology platform that enables us to manage our operations across our various markets, as we seek to drive our growth and profitability and ensure that the needs of our customers are met in an accurate and efficient manner.

Over recent years, we have made significant investments in distribution, sales, information and warehouse management systems and are in the process of implementing and improving a fully-integrated Enterprise Resource Planning system.

Our systems improvements include the implementation of route optimization software, a warehouse management system at all specialty warehouses that integrates with pick-to-voice and directed put-away systems.

Over recent years, we have made significant investments in warehousing technology, business intelligence and customer relationship management software and are in the process of implementing a supply chain planning system.

Our systems improvements include the implementation of advanced picking solutions, mobile selling tools and analytical finance tools.

We are driving increasing sales volume through our e-commerce platform by optimizing our customers’ re-order and product discovery journeys.

We believe we will be able to utilize advancements in search and artificial intelligence to enable us to better predict our customers’ needs so that we can deliver the same level of service online as we do offline.

We also leverage a reporting and analytics platform that provides our sales team and management with the information required to drive efficiency and growth.

We believe that our current systems are scalable and can be leveraged together with targeted investments in new technology to provide the fuel to drive profitable growth.

We are utilizing advancements in search and artificial intelligence to enable us to better predict our customers’ needs so that we can deliver the same level of service online as we do offline.

We are also leveraging reporting and analytics platforms that provides our sales and operations management with the information required to drive efficiency and growth.

We believe that our current systems are scalable and can be leveraged together with targeted investments in new technology like artificial intelligence, robotics, drones and low-code development to provide the fuel to drive profitable growth.

Intellectual Property

11 unchanged sentences

We are committed to upholding ethical, socially responsible and environmentally conscious business practices, consistent with our corporate values, to promote long-term and sustainable change.

In 2022, our board of directors formed an Environmental, Social and Governance Committee (the “ESG Committee”) to oversee our environmental, social and governance activities and practices.

In 2022, our board of directors formed an Environmental,

Social and Governance Committee (the “ESG Committee”) to oversee our environmental, social and governance activities and practices.

Among other things, the ESG Committee reviews and evaluates:

16 unchanged sentences

We believe that a diverse workforce creates a healthier, stronger and more sustainable company.

As a foundation of diversity and inclusion, we focus on increasing underrepresented populations across our business.

In 2025, approximately 70% of our employees, and more than 20% of our management, were diverse.

10 unchanged sentences

Food and Drug Administration (“FDA”).

The FDA regulates manufacturing and holding requirements for foods, specifies the standards of identity for certain foods and prescribes the format and content of certain information

required to appear on food product labels, among other responsibilities.

The FDA regulates manufacturing and holding requirements for foods, specifies the standards of identity for certain foods and prescribes the format and content of certain information required to appear on food product labels, among other responsibilities.

For certain product lines, we are also subject to the Federal Meat Inspection Act, the Poultry Products Inspection Act, the Perishable Agricultural Commodities Act, the Country of Origin Labeling Act and regulations promulgated thereunder by the U.S.

Department of Agriculture (“USDA”).

The USDA imposes standards for product quality and sanitation, including the inspection and labeling of meat and poultry products and the grading and commercial acceptance of produce shipments from vendors.

The USDA imposes standards for product quality and sanitation, including the inspection and labeling of meat and poultry products and the

grading and commercial acceptance of produce shipments from vendors.

The products we distribute in Canada are subject to regulation and inspection by Health Canada and the Canadian Food Inspection Agency.

23 unchanged sentences

Our Allen Brothers direct-to-consumer business is subject to seasonal fluctuations, with direct-to-consumer center-of-the-plate protein sales typically higher during the holiday season in our fourth quarter;

accordingly, a disproportionate amount of

operating cash flows from this portion of our business is generated in the fourth quarter.

accordingly, a disproportionate amount of operating cash flows from this portion of our business is generated in the fourth quarter.

Despite a significant portion of these sales occurring in the fourth quarter, there are operating expenses, principally advertising and promotional expenses, throughout the year.

16 unchanged sentences

President, Chief Executive Officer and Chairman of the Board of Directors

65 Christopher Pappas is our founder and has served as our Chief Executive Officer since 1985 and has been our chairman since March 1, 2011.

66 Christopher Pappas is our founder and has served as our chief executive officer since 1985 and has been a director on our Board and our Board chairman since our IPO, and he also served as a director and the chairman of the board of our predecessor company, Chefs’ Warehouse Holdings, LLC.

He has been our president since April 11, 2009 and before that was our president from our formation to January 1, 2007.

Prior to founding our company, Mr.

Pappas and Mr.

Pappas, director and chief operating officer, are brothers.

Prior to founding the Company, Mr.

Pappas played basketball professionally in Europe for several years following his graduation from Adelphi University in 1981 with a Bachelor of Arts degree in Business Administration.

Pappas currently oversees all of our business activities, with a focus on product procurement, sales, marketing and strategy development.

Pappas's qualifications to serve on our board of directors include his extensive knowledge of our company and the specialty food products distribution business and his years of leadership at the Company.

Pappas currently oversees all of our business activities, with a focus on product procurement, sales, marketing, strategy development, business development and operations.

Pappas currently serves on the board of directors of the International Foodservice Distributors Association and the Hudson National Golf Club, respectively.

Pappas’ qualifications to serve on our Board include his extensive knowledge of the Company and the specialty food products distribution business and his years of leadership at the Company.

Vice Chairman and Director

61 John Pappas is a founder of our company and currently serves as our Vice Chairman, a position he has held since March 1, 2011, and Chief Operating Officer, a position he held from our founding in 1985 to March 1, 2011, and again on February 24, 2022 to the present.

He has 25 years of experience in logistics, facility management and global procurement and oversees our network of distribution centers nationwide.

62 John Pappas is a founder of the Company and currently serves as our vice chairman, a position he has held since March 1, 2011, and chief operating officer, a position he has held since February 24, 2022.

From our founding in 1985 to March 1, 2011, he served as our chief operating officer.

Pappas and Mr.

Pappas, director and chief executive officer, are brothers.

Pappas has been a director on our Board since our IPO, and he also served as a director on the board of our predecessor company, Chefs’ Warehouse Holdings, LLC.

He has over 35 years of leadership experience in logistics, facility management and global procurement and oversees our entire network of distribution centers in North America.

Pappas is also active in the development of our corporate strategy.

Pappas's qualifications to serve on our board of directors include his extensive knowledge of our company and the specialty food products distribution industry and his years of leadership at the Company.

Pappas’ qualifications to serve on our Board include his extensive knowledge of the Company and the specialty food products distribution industry and his years of leadership at the Company

Name & Position

46 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business