What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-02-24 compared with 2025-02-25 · 182 added, 188 removed, 811 unchanged (31% of the section changed)

2 unchanged sentences

Our exposure to interest rate market risk relates primarily to our long-term debt.

The Company has various floating- and fixed-rate debt instruments as described in Note 9 “Debt Obligations” to our consolidated financial statements.

We have various floating- and fixed-rate debt instruments as described in Note 9 “Debt Obligations” to our consolidated financial statements.

As of December 26, 2025, we had an aggregate $352.0 million of floating-rate indebtedness.

35 unchanged sentences

We identified the auditing of the accuracy and existence of revenue transactions as a critical audit matter.

Auditing the accuracy and existence of revenue was especially challenging due to the significant audit effort in performing procedures related to the accuracy and existence of revenue transactions given the significance of net sales and the large volume of transactions.

Auditing the accuracy and existence of revenue transactions was especially challenging due to the significant audit effort involved in performing procedures, given the significance of net sales and the large volume of transactions.

The primary procedures we performed to address this critical audit matter included:

• Testing the operating effectiveness of controls, where applicable, relating to accuracy and existence of revenue transactions.

• Evaluating the accuracy and existence of revenue transactions, on a sample basis, by obtaining and inspecting invoices, shipping documents, and cash receipts from customers, where applicable.

• Recalculating sales prices on a sample basis, where applicable, based on the terms and conditions of underlying signed contracts.

• Evaluating the accuracy and existence of revenue transactions, on a sample basis, by obtaining and inspecting invoices, evidence of delivery, and cash receipts from customers, where applicable.

• Recalculating sales prices on a sample basis, where applicable, based on the terms and conditions of underlying signed contracts and vendor invoices.

/s/ BDO USA, P.C.

81 unchanged sentences

Stock compensation 1,053,256 10 17,813 — — 17,823

Conversion of debt to common stock 324,066 3 11,372 — — 11,375

Warrants issued for acquisition — — 1,701 — — 1,701

Shares issued for acquisition 75,008 1 2,494 — — 2,495

Cumulative translation adjustment — — — 353 — 353

3 unchanged sentences

Stock compensation — — 15,333 — — 15,333

Shares issued for acquisitions 75,008 1 2,494 — — 2,495

Conversion of debt to common stock 858,360 8 37,930 — — 37,938

Common stock retired ( 426,235 ) ( 4 ) ( 3,899 ) — ( 13,490 ) ( 17,393 )

Warrant exercises 38,904 1 ( 1 ) — — —

Cumulative translation adjustment — — — ( 1,975 ) — ( 1,975 )

3 unchanged sentences

Stock compensation — — 18,158 — — 18,158

Conversion of debt to common stock 858,360 8 37,930 — — 37,938

Common stock retired ( 241,198 ) ( 2 ) ( 2,346 ) — ( 12,656 ) ( 15,004 )

13 unchanged sentences

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 40,562 32,887 24,332

Depreciation and amortization of property and equipment 53,652 40,562 32,887

Amortization of intangible assets 24,478 24,372 22,719

1 unchanged sentence

Provision for deferred income taxes 6,533 1,464 8,114

Loss on debt extinguishment 685 — 14,287

Stock compensation 21,242 17,778 20,042

12 unchanged sentences

Cash paid for acquisitions, net of cash acquired ( 4,583 ) ( 315 ) ( 121,884 )

Cash paid for contingent earn-out liabilities ( 750 ) — —

Net cash used in investing activities ( 46,759 ) ( 49,821 ) ( 179,311 )

2 unchanged sentences

Payment of finance leases ( 15,566 ) ( 7,057 ) ( 4,327 )

Proceeds from debt issuance — — 587,500

Payment of deferred financing fees ( 658 ) — ( 1,739 )

16 unchanged sentences

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 Chefs’ Warehouse, Inc., and its wholly-owned subsidiaries (the “Company”), is a distributor of specialty food and center-of-the-plate products in the United States, the Middle East and Canada.

The Company is focused on serving the specific needs of chefs who own and/or operate restaurants, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores.

1 unchanged sentence

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.

The consolidated statement of operations for the fiscal year ended December 30, 2022 contained a 53rd week, while all other years presented contain 52 weeks.

The consolidated financial statements for each of the fiscal years presented contain 52 weeks.

Consolidation

1 unchanged sentence

All significant intercompany accounts and transactions have been eliminated.

Guidance Adopted in Fiscal 2024

Improvements to Reportable Segment Disclosures:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance which requires entities, including those with one reportable segment, to enhance reportable segment disclosures requirements particularly with respect to significant expenses.

The Company adopted the guidance, which is limited to financial statement disclosures, effective December 27, 2024, on a retrospective basis.

Guidance Not Yet Adopted

Adoption of New Accounting Pronouncements in Fiscal 2025

Improvements to Income Tax Disclosures :

In December 2023, the Financial Accounting Standards Board (“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 a requirement to disaggregate income taxes paid by jurisdiction.

The Company adopted the guidance, which is limited to financial statement disclosures, effective December 26, 2025 on a retrospective basis and has provided the required annual disclosures in Note 12, Income Taxes.

Accounting Pronouncements Not Yet Adopted in Fiscal 2025

Targeted Improvements to the Accounting for Internal-Use Software:

In September 2025, the FASB issued guidance amending the requirements for capitalizing software costs to when both the following conditions are met:

(1) the funding of the project has the appropriate authorization and (2) it is probable that the project will be completed and the software will be used to perform the intended function.

The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within that fiscal year, and may be applied on a prospective, modified prospective or retrospective 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.

Measurements of Credit Losses for Accounts Receivable and Contract Assets:

In July 2025, the FASB issued guidance to provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets to assume that current conditions as of the balance sheet date will persist through a reasonable and supportable forecast period.

The Company adopted the guidance in its fiscal year 2026.

The adoption did not have a material impact on the Company’s consolidated financial statements.

Induced Conversions of Convertible Debt Instruments :

In November 2024, the 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 Company adopted the guidance in its fiscal year 2026.

The impact of this guidance is dependent on future induced conversions, if any, of the Company’s convertible debt instruments.

4 unchanged sentences

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 guidance is effective for fiscal years beginning after December 15, 2024.

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.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires it to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities.

(including goodwill) and long-lived assets, useful lives for intangible assets, stock-based compensation, contingent earn-out liabilities and income tax reserves.

Estimates are used in determining, among other items, the allowance for credit losses, inventory valuation adjustments, self-insurance reserves for group medical insurance, workers’ compensation insurance and automobile liability insurance, future cash flows associated with impairment testing for intangible assets (including goodwill) and long-lived assets, useful lives for intangible assets, stock-based compensation, contingent earn-out liabilities and income tax reserves.

Actual results could differ from estimates.

7 unchanged sentences

The Company offers certain sales incentives to customers in the form of rebates or discounts.

These sales incentives are accounted as variable consideration.

These sales incentives are accounted for as variable consideration.

The Company estimates these amounts based on the expected amount to be provided to customers and records a corresponding reduction in revenue.

16 unchanged sentences

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 information technology systems as of the reporting date.

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.

Deferred Revenue

3 unchanged sentences

Gift cards issued by the Company do not have expiration dates.

The Company records a liability for unredeemed gift cards at the time gift cards are sold and the liability is reduced when the card is redeemed, the value of the card is escheated to the appropriate government agency, or through breakage.

The Company records a liability for unredeemed gift cards at the time gift cards are sold and the liability is reduced when the card is redeemed, any remaining value of the card is escheated to the appropriate government agency, or through breakage, as necessary.

Gift card breakage is estimated based on the Company’s historical redemption experience and expected trends in redemption patterns.

Amounts recognized through breakage represent the portion of the gift card liability that is not subject to unclaimed property laws and for which the likelihood of redemption is remote.

Amounts recognized through breakage represent the portion of the gift card liability that

is not subject to unclaimed property laws and for which the likelihood of redemption is remote.

The Company recorded deferred revenues, reflected within accrued liabilities on the Company’s consolidated balance sheets, of $ 1,931 and $ 1,942 as of December 26, 2025 and December 27, 2024, respectively.

12 unchanged sentences

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 $ 74,733 , $ 68,294 and $ 40,185 for fiscal 2024, 2023 and 2022, respectively.

Selling, General and Administrative Expenses

12 unchanged sentences

Inventories consist primarily of finished goods, food and related food products held for resale and are valued at the lower of cost or net realizable value.

Our different entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out.

The Company’s different entities record inventory using a mixture of first-in, first-out and average

cost, which approximates first-in, first-out.

The Company adjusts inventory balances for excess and obsolete inventories to approximate their net realizable value.

63 unchanged sentences

If the evaluation indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow model.

During fiscal 2023, the Company recognized a customer relationships intangible asset impairment charge of $ 1,838 , which was $ 1,333 net of tax, related to the loss of a significant customer post-acquisition.

The impairment charge is presented within other operating expense s on the consolidated statements of operations.

The Company recognized customer relationships intangible asset impairment charges of $ 8,023 in fiscal 2025 and $ 1,838 in fiscal 2023 related to the loss of non-core customers, post acquisition.

The impairment charges are presented within other operating expense s on the consolidated statements of operations.

See Note 8 for more information.

4 unchanged sentences

The Company has the option to evaluate goodwill impairment using a qualitative or quantitative analysis.

For the fiscal years ended December 26, 2025 and December 29, 2023, the Company assessed the recoverability of goodwill using a qualitative analysis and determined that it is more likely than not that the fair value of its reporting units exceeded their respective carry values.

The qualitative analysis considered various factors including macroeconomic conditions, market conditions, industry trends, cost factors and financial performance, among others.

For the fiscal year ended December 27, 2024, the Company assessed the recoverability of goodwill using a quantitative analysis and determined that the fair value of its reporting units substantially exceeded their respective carry values.

When a quantitative analysis is required, we estimate the fair value of our reporting units using a combination of income and market approaches.

When a quantitative analysis is required, the Company estimates the fair value of its reporting units using a combination of income and market approaches.

The income approach incorporates the use of a discounted cash flow model that involves many management assumptions that are based upon future growth projections.

Assumptions include estimates of future revenue based upon budget projections and growth rates.

We develop estimates of future levels of gross and operating profits and projected capital expenditures.

The Company develops estimates of future levels of gross and operating profits and projected capital expenditures.

This methodology includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors.

The market approach of determining fair value, which includes the guideline public company method, is based on comparable market multiples for companies engaged in similar businesses.

For the fiscal years ended December 29, 2023 and December 30, 2022, the Company assessed the recoverability of goodwill using a qualitative analysis and determined that it is more likely than not that the fair value of its reporting units exceeded their respective carry values.

The qualitative analysis considered various factors including macroeconomic conditions, market conditions, industry trends, cost factors and financial performance, among others.

There have been no events or changes in circumstances during fiscal 2025, 2024 or 2023, indicating that goodwill may be impaired.

3 unchanged sentences

This evaluation considers several factors, including results of recent operations, future taxable income, scheduled reversal of deferred tax liabilities, and tax planning strategies.

As of December 27, 2024, the Company did not have a valuation allowance.

As of December 29, 2023, the Company had valuation allowances of $ 2,119 , relating to certain net operating losses.

As of December 26, 2025 and December 27, 2024, the Company did not have a valuation allowance.

ASC 740, “Income Taxes” established a single model to address accounting for uncertain tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements.

17 unchanged sentences

The dilutive potential common shares for the Company’s convertible notes were determined using the if-converted method.

Under the if-converted method, the convertible notes would have a dilutive impact on net income per share when the average market price of the Company’s common stock for a given period exceeds the respective conversion price of the convertible notes.

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.

Stock-Based Compensation

2 unchanged sentences

The Company measures stock-based compensation for stock awards classified as equity at the grant date based on the fair value of the award.

Restricted stock awards (“RSAs”), restricted share units (“RSUs”) and performance share units are valued based on the fair value of the stock on the grant date.

Restricted stock awards (“RSAs”), restricted share units (“RSUs”) and performance share units, including performance-based restricted share units (“PRSUs”), are valued based on the fair value of the stock on the grant date.

The related compensation expense is recognized over the service period on a straight-line basis and reduced by forfeitures when they occur.

1 unchanged sentence

Compensation expense on performance share units reflects the estimated probable outcome at the end of the performance period.

The fair value of stock options and RSAs with market conditions is determined based on a Monte Carlo simulation model in order to simulate a range of possible future stock prices for the Company’s common stock.

The fair value of stock options, RSAs with market conditions and PRSUs is determined based on a Monte Carlo simulation model in order to simulate a range of possible future stock prices for the Company’s common stock.

For awards subject to graded vesting, the Company ensures that the compensation expense recognized is at least equal to the vested portion of the award.

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.

All shares repurchased under the share repurchase program have been retired and were returned to the status of authorized and unissued shares.

The Company had a share repurchase program that was executed through purchases made from time to time either in the open market or through private market transactions.

All shares repurchased under the share repurchase program were retired and returned to the status of authorized and unissued shares.

When treasury shares are retired, the Company allocates the excess of the repurchase price over the par value of shares acquired between additional paid-in capital and retained earnings.

11 unchanged sentences

Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends.

The Company may, from time to time, enter into forward contracts to reduce the effects of currency exchange rate fluctuations.

These contracts generally mature within twelve months, are carried at fair value and are not designated as hedging instruments.

Changes in the fair value of these forwards are recorded in earnings.

The fair value of the forward contracts and related gains or losses were not material to the Company’s consolidated financial statements for the periods presented.

Assets and Liabilities Measured at Fair Value

32 unchanged sentences

Stock options and warrants — — 300,000

Convertible notes — — 392,732

Note 4 – Fair Value Measurements

7 unchanged sentences

Balance December 29, 2023 $ 9,765

Acquisition value 5,765

Cash payments ( 5,750 )

1 unchanged sentence

Balance December 27, 2024 750

Acquisition value 1,350

Cash payments ( 1,500 )

Changes in fair value ( 3,265 )

Balance December 26, 2025 $ 600

The contingent earn-out liability as of December 27, 2024 is reflected in accrued liabilities on the Company’s consolidated balance sheets.

The long-term portion of contingent earn-out liability as of December 29, 2023 was $ 50 and is reflected as other liabilities on the Company’s consolidated balance sheets.

The remaining short-term portion is reflected as accrued liabilities on the Company’s 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 consolidated statements of cash flows and all other such payments are classified as financing activities.

The contingent earn-out liability as of December 26, 2025 is long-term and reflected as other liabilities on the Company’s consolidated balance sheets.

The liability as of December 27, 2024 is short-term and reflected in accrued liabilities on the Company’s consolidated balance sheets.

Contingent earn-out liability payments made soon after the acquisition date of a business combination are classified as investing activities on the Company’s consolidated statements of cash flows.

Contingent earn-out liability payments not made soon after the acquisition date of a business combination that are in excess of the acquisition date fair value of the underlying contingent earn-out liability are classified as operating activities and all other such payments are classified as financing activities.

Fair Value of Financial Instruments

1 unchanged sentence

The fair values of the asset-based loan facility and term loan approximated their book values as of December 26, 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 GreenLeaf Note (more fully described in Note 9).

The fair value of the Company’s 2028 Convertible Senior Notes was based on Level 1 inputs as of December 29, 2023.

Due to lower trading volume in the fourth quarter of fiscal 2024, the fair value of the 2028 Convertible Senior Notes was based on Level 2 inputs as of December 27, 2024.

The fair value of the 2028 Convertible Senior Notes in both years was based on bid/ask quotes as of or near the balance sheet date.

In estimating the fair value of its 2024 Convertible Senior Notes as of December 29, 2023, the Company utilized Level 3 inputs including prevailing market interest rates to estimate the debt portion of the instrument and a Black Scholes valuation model to estimate the fair value of the conversion option.

The Black Scholes model utilizes the market price of the Company’s common stock, estimates of the stock’s volatility and the prevailing risk free interest rate in calculating the fair value estimate.

The fair value of the GreenLeaf Note was determined based upon observable market prices of similar debt instruments.

The following table presents the carrying value and fair value of the Company’s convertible notes, Italco Note and GreenLeaf Note (more fully described in Note 9).

The fair value of the 2028 Convertible Senior Notes was based on bid/ask quotes as of or near the balance sheet date.

The fair value of the Italco Note at December 26, 2025 and the GreenLeaf Note at December 27, 2024 was determined based upon observable market prices of similar debt instruments.

December 26, 2025 December 27, 2024

1 unchanged sentence

2028 Convertible Senior Notes Level 2 $ 287,500 $ 442,750 $ 287,500 $ 365,556

$ 287,500 $ 365,556 $ 287,500 $ 277,354

2024 Convertible Senior Notes Level 3 $ — $ — $ 39,684 $ 38,609

Italco Note Level 2 $ 10,700 $ 10,768 $ — $ —

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

(1) The fair value of the 2028 Convertible Senior Notes was based on Level 1 inputs as of December 29, 2023.

Note 5 – Acquisitions

The Company paid approximately $ 315 during fiscal 2024 upon settlement of net working capital true-ups on prior year acquisitions, resulting in measurement period adjustments which increased goodwill by $ 656 and reduced prepaid expenses and other current assets by $ 341 .

The Company recognized professional fees related to acquisition activities of $ 3,481 and $ 4,357 for fiscal 2023 and 2022, respectively, presented within other operating expenses, net on the consolidated statements of operations.

There were no professional fees related to acquisition activities recorded during fiscal 2024.

O n October 1, 2025, the Company entered into an asset purchase agreement to acquire substantially all of the assets of Italco Food Products (“Italco”), a specialty food distributor based in Denver, Colorado.

The purchase price was $ 16,500 , consisting of $ 5,500 cash paid at closing, $ 10,700 from the issuance of an unsecured note and 4,736 shares of the Company’s common stock with an approximate value of $ 300 based on the trading price of the Company’s common stock on the date of acquisition and is subject to customary working capital true-ups.

The assets acquired consist primarily of inventory, accounts receivable and goodwill and other intangibles and are not material to the Company’s consolidated financial statements.

The intangible assets acquired consisted of customer relationships and trademarks and are being amortized over 10 and 5 years, respectively.

The Italco acquisition was not material to the Company’s consolidated statements of operations.

On May 1, 2023, the Company entered into a stock purchase agreement to acquire substantially all of the equity interests of Oakville Produce Partners, LLC (“GreenLeaf”), a leading produce and specialty food distributor in Northern California.

3 unchanged sentences

The goodwill recorded primarily reflects the value of acquiring an established specialty produce distributor to leverage the Company’s existing products in the markets served by GreenLeaf and any intangible assets that do not qualify for separate recognition, including assembled workforce.

The intangible assets acquired consisted of customer relationships, trademarks and non-compete agreements valued at $ 29,900 , $ 1,500 and $ 400 , respectively, as of the acquisition date.

The customer relationships, trademarks and non-compete agreements are being amortized over a weighted average of 7.2 years, 5 years and 2 years, respectively.

The intangible assets acquired consisted of customer relationships, trademarks and non-compete agreements valued at $ 29,900 , $ 1,500 and $ 400 , respectively, as of the acquisition date, with an estimated weighted average life of 7.2 , 5 and 2 years, respectively.

For the fiscal year ended December 29, 2023, the Company reflected net sales and income before income taxes of $ 82,917 and $ 7,039 , respectively, for GreenLeaf in its consolidated statement of operations.

2 unchanged sentences

The final purchase price was approximately $ 41,361 , consisting of $ 38,000 paid in cash at closing, $ 639 received upon settlement of a net working capital true-up and an earn-out liability valued at approximately $ 4,000 as of the acquisition date.

If earned, the earn-out liability could total up to $ 10,000 over a two-year period.

The payment of the earn-out liability is subject to the successful achievement of certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets.

The payment of the earn-out liability was subject to the successful achievement of certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets.

All of the goodwill recorded for the Hardie’s acquisition of $ 11,516 is deductible for income tax purposes.

5 unchanged sentences

During the fiscal year ended December 29, 2023, the Company completed three other acquisitions for an aggregate purchase price of approximately $ 18,029 , consisting of $ 12,971 paid in cash at closing, $ 1,178 paid upon settlement of net working capital adjustments, earn-out liabilities valued at approximately of $ 1,665 as of the dates of acquisition, and $ 2,215 of deferred payments.

If earned, these earn-out liabilities could total up to $ 2,562 in the aggregate.

When applicable, these valuations require the use of Level 3 inputs.

All of the goodwill recorded for these acquisitions of $ 8,844 is deductible for income tax

During the fiscal year ended December 27, 2024, the Company paid $ 2,000 in contingent consideration related to the earn-out liabilities.

All of the goodwill recorded for these acquisitions of $ 8,844 is deductible for income tax purposes.

The intangible assets acquired consisted of customer relationships valued at $ 4,276 as of the acquisition dates.

The customer relationships are being amortized over 10 years.

The remaining customer relationships are being amortized over 10 years.

For the fiscal year ended December 29, 2023, the Company reflected net sales of approximately $ 63,369 in its consolidated statement of operations.

The Company has determined that separate disclosure of income before income taxes is impracticable due to the integration of these businesses into the Company's existing operations.

Chef Middle East

On November 1, 2022, pursuant to a share sale and purchase agreement, the Company acquired substantially all of the shares of Chef Middle East LLC (“CME”), a specialty food distributor with operations in the United Arab Emirates, Qatar and Oman.

The final purchase price was approximately $ 116,515 , consisting of $ 108,749 paid in cash at closing, $ 166 paid upon settlement of a net working capital true-up, and an earn-out liability valued at $ 7,600 as of the date of acquisition.

The earn-out liability was earned and paid in full during the fourth quarter of fiscal 2023 for a total of $ 10,000 .

The measurement period adjustments recorded during fiscal 2023 resulted in a increase in goodwill of $ 734 , a decrease in inventories of $ 735 , decrease in accrued liabilities of $ 314 , a decrease in other assets of $ 82 , and a decrease in deferred tax liabilities of $ 35 .

The valuation of tangible and intangible assets acquired has been completed as of December 29, 2023.

The intangible assets acquired consisted of customer relationships, trademarks and non-compete agreements valued at $ 25,800 , $ 11,400 and $ 320 , respectively, as of the acquisition date.

The customer relationships, trademarks and non-compete agreements are being amortized over 10 , 15 and 3 years, respectively.

None of the goodwill recorded for the CME acquisition of $ 24,548 is deductible for income tax purposes.

The goodwill recorded primarily reflects the value of acquiring an established specialty seafood and produce distributor and any intangible assets that do not qualify for separate recognition.

The Company has determined that separate

disclosure of income before income taxes is impracticable due to the integration of these businesses into the Company's existing operations.

Unaudited Pro forma Financial Information

The table below presents select unaudited pro forma consolidated income statement information of the Company as if the GreenLeaf and Hardie’s acquisitions had occurred on December 25, 2021, and the CME acquisition had occurred on December 26, 2020.

The table below presents select unaudited pro forma consolidated income statement information of the Company as if the GreenLeaf and Hardie’s acquisitions had occurred on December 25, 2021.

The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisitions.

4 unchanged sentences

Pro forma interest expense was estimated based on the prevailing interest rates charged on the Company’s senior secured term loan during fiscal 2022.

GreenLeaf, Hardie’s and CME did not have a pro forma impact during the fiscal year ended December 27, 2024 as they were included in the consolidated results of operations for the entire period.

Fiscal Years Ended

December 29, 2023 December 30, 2022

Fiscal Year Ended

December 29, 2023

Net sales $ 3,527,947

8 unchanged sentences

Buildings 15 - 20 years

66,676 63,868

Machinery and equipment 5 - 10 years

14 unchanged sentences

$ 342,019 $ 275,781

Construction-in-process at December 27, 2024 related primarily to on-going investments in the Company’s information systems and distribution facilities.

Construction-in-process at December 29, 2023 related primarily to the build-out of the Company’s Richmond, CA and CME distribution facilities.

Construction-in-process at December 26, 2025 and December 27, 2024 related primarily to on-going investments in the Company’s information systems and distribution facilities, including the build-out of the Company’s Portland, OR distribution facility in fiscal 2025.

The net book value of equipment financed under finance leases at December 26, 2025 and December 27, 2024 was $ 104,060 and $ 45,051 , respectively.

9 unchanged sentences

Goodwill adjustments 656

Acquisitions 66,940

Foreign currency translation ( 379 )

Carrying amount as of December 27, 2024 356,298

Goodwill adjustments 656

Acquisitions 6,208

Foreign currency translation 236

9 unchanged sentences

Trademarks 134 months 57,767 ( 29,904 ) 27,863

Non-compete agreements 11 months 9,299 ( 9,201 ) 98

Non-compete agreements 9,299 ( 9,299 ) —

Total $ 326,935 $ ( 189,625 ) $ 137,310

4 unchanged sentences

Total $ 317,415 $ ( 157,032 ) $ 160,383

During fiscal 2023, the Company recognized a customer relationships intangible asset impairment charge of $ 1,838 , $ 1,333 net of tax, related to the loss of a significant Hardie’s customer post acquisition.

The Company’s valuation of the Hardie’s customer list intangible asset as of the acquisition date, a Level 3 measurement, was based on an income approach using the excess earnings method which requires significant assumptions including future sales forecasts and a discount rate.

The impairment charge was measured by reducing its assumption of future sales for the significant customer lost post-acquisition to zero.

The impairment charge is presented within other operating expense s on the consolidated statements of operations.

The Company recognized customer relationships intangible asset impairment charges of $ 8,023 in fiscal 2025 and $ 1,838 in fiscal 2023 related to the loss of non-core customers, post acquisition.

The impairment charges are presented within other operating expense s on the consolidated statements of operations.

Amortization expense for other intangibles was $ 24,478 , $ 24,372 and $ 22,719 for the fiscal years ended December 26, 2025, December 27, 2024 and December 29, 2023, respectively.

9 unchanged sentences

2028 Convertible senior notes 2.77 % December 2028 287,500 287,500

2024 Convertible senior notes — % December 2024 — 39,684

Asset-based loan facility 6.37 % March 2027 120,000 100,000

Asset-based loan facility 6.04 % August 2030 100,000 120,000

Finance leases and other financing obligations 7.19 % Various 119,451 52,673

Unamortized deferred costs and premium ( 13,389 ) ( 17,339 )

Unamortized deferred costs ( 10,421 ) ( 13,389 )

Total debt obligations 748,530 706,784

3 unchanged sentences

Total $ 650,500

See Note 11 - Leases for finance lease maturities.

Senior Secured Term Loan Credit Facility

On June 22, 2016, the Company entered into a credit agreement (the “Term Loan Credit Agreement”) with a group of lenders that provides for a senior secured term loan B facility (the “Term Loan Facility”).

On August 23, 2022, the Company entered into an eighth amendment (“Eighth Amendment”) in an aggregate principal amount of $ 300,000 maturing on August 23, 2029 (“2029 Term Loans”), comprising of a refinancing of the then existing term loans balance under the Term Loan Credit Agreement of $ 167,391 and an incremental borrowing of $ 132,609 .

The incremental funds are to be used for capital expenditures, permitted acquisitions, working capital, and general corporate purposes of the Company.

In June 2016, the Company entered into a credit agreement (the “Term Loan Credit Agreement”) with a group of lenders that provides for a senior secured term loan B facility (the “Term Loan Facility”).

The Term Loan Credit Agreement has been subsequently amended to increase the aggregate principal amount to $ 300,000 , extend the maturity date to August 23, 2029 (“2029 Term Loans”) and reduce the interest rate spread, among other items.

The funds from the 2029 Term Loans have been used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital, and general corporate purposes of the Company.

Substantially all of the Company’s assets are pledged as collateral.

On August 31, 2023, the Company made a voluntary prepayment of $ 20,000 towards the 2029 Term Loans.

In connection with the prepayment, the Company wrote-off unamortized deferred financing fees of $ 770 , which were included in interest expense within the Company’s consolidated statements of operations.

On November 6, 2023, the Company entered into a tenth amendment (“Tenth Amendment”) to the Term Loan Credit Agreement which added a provision to allow share repurchases of the Company’s common stock subject to certain restrictive covenants.

In fiscal 2024, the Company entered into two separate amendments to the Term Loan Credit Agreement, both of which reduced the interest rate spread on the Term Loan Facility.

Additionally, during the fiscal year ended December 27, 2024, the Company made voluntary principal prepayments totaling $ 14,000 towards the 2029 Term Loans.

In connection with the prepayments, the Company wrote-off unamortized deferred financing fees of $ 531 during the fiscal year ended December 27, 2024, which were included in interest expense within the Company’s consolidated statements of operations.

The amendments to the Term Loan Credit Agreement involved multiple members of a loan syndicate.

For each amendment, the Company performed an analysis for each lender to determine whether the amendment resulted in a substantial change to the remaining cash flows.

For the amendments occurring during fiscal 2025, 2024 and 2023, the transactions were accounted for as a modification for the existing lenders.

For the lenders that exited the loan syndicate, their portion of unamortized deferred financing fees were recorded in interest expense within the Company’s consolidated statements of operations.

The Company also made voluntary prepayments of $ 5,000 , $ 14,000 and $ 20,000 towards the 2029 Term Loans in fiscal 2025, 2024 and 2023, respectively.

In connection with these prepayments, the Company wrote-off unamortized deferred financing fees, which were included in interest expense within the Company’s consolidated statements of operations.

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

Fiscal Years Ended

December 26, 2025 December 27, 2024 December 29, 2023

Loss on debt extinguishment included in interest expense:

Related to term loan amendments $ — $ 154 $ —

Related to term loan prepayments 150 531 770

Arrangement fees included in interest expense

Third-party transaction costs included in other operating expenses

The Term Credit Agreement includes an accordion which permits the Company to request that the lenders extend additional Term Loans based on certain performance, leverage ratio and other restrictions.

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The Company is required to make scheduled principal payments of 0.25 % of the original principal amount per quarter.

The amendments involved multiple members of a loan syndicate.

For each amendment, the Company performed an analysis for each lender in accordance with ASC 470 “Debt” to determine whether the amendment resulted in a substantial change to the remaining cash flows which is defined as a change in present value of remaining cash flows of 10% or more.

As a result of the analysis for the Eight Amendment, the Company incurred a loss on debt extinguishment of $ 142 during the fiscal year ended December 30, 2022, which represents the portion of unamortized deferred financing fees attributable to lenders that exited the loan syndicate.

The transaction was accounted for as a modification for existing lenders that participated in the 2029 Term Loans.

The Company deferred lender and third-party fees of $ 10,852 as debt issuance costs to be amortized over the term of the loan.

Arrangement and third-party transaction costs of $ 4,498 were expensed as incurred.

A similar analysis was performed on the Tenth Amendment and as a result, the Company accounted for it as a modification and deferred lender fees of $ 1,385 as debt issuance costs to be amortized over the term of the loan and expensed third-party transaction costs of approximately $ 319 during the fiscal year ended December 29, 2023.

As a result of the amendments that occurred during the fiscal year ended December 27, 2024, the Company incurred a loss on debt extinguishment of $ 154 during the fiscal year ended December 27, 2024, which represents the portion of unamortized deferred financing fees attributable to the lenders that exited the loan syndicate.

Arrangement fees of $ 1,300 and third-party transaction costs of $ 156 were expensed as incurred during the fiscal year ended December 27, 2024 and included in interest expense and other operating expenses , respectively, within the Company’s consolidated statements of operations.

The Term Loan Facility contains affirmative covenants, negative covenants and events of default customary for a term loan B facility of this type.

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Asset-Based Loan Facility

On June 29, 2018, the Company entered into a credit agreement (the “ABL Credit Agreement”) with a group of lenders that provides for an asset-based loan facility (the “ABL”) in the aggregate amount of up to $ 150,000 .

On March 11, 2022, the Company entered into a third amendment to the ABL Credit Agreement which increased the aggregate commitments to $ 200,000 maturing on March 11, 2027.

On July 7, 2023, the Company entered into a sixth amendment to the ABL Credit Agreement which increased the aggregate commitments to $ 300,000 maturing on March 11, 2027.

The sixth amendment to the ABL was accounted for as a debt modification.

The Company incurred transaction costs of $ 354 which were capitalized as deferred financing fees to be amortized over the term of the ABL, presented in other non-current assets in the Company’s consolidated balance sheet.

In June 2018, the Company entered into a credit agreement (the “ABL Credit Agreement”) with a group of lenders that provides for an asset-based loan facility (the “ABL”) in the aggregate amount of up to $ 150,000 .

The ABL Credit Agreement has been subsequently amended to increase the aggregate commitments to $ 300,000 , extend the maturity date to August 20, 2030, eliminate the credit spread adjustment on the interest rate charged on borrowings and increase the aggregate letters of credit to not exceed $ 50,000 , among other items.

The Company incurred transaction costs of $ 658 as a result of an amendment in fiscal 2025, which were capitalized as deferred financing fees to be amortized over the term of the ABL, presented in other non-current assets in the Company’s consolidated balance sheet.

Borrowings under the ABL have been used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company.

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The ABL includes a springing maturity date that occurs 90 days prior to the earliest maturity under the Company’s senior secured term loan facility and the date that is 181 days prior to the scheduled maturity date of any individual tranche of unsecured indebtedness of which a principal amount in excess of $ 40,000 remains outstanding on such date and the maturity date.

The interest rate charged on borrowings under the ABL is equal to a spread plus, at the Company’s option, either the Base Rate or a forward-looking term rate based on SOFR for one-, three-, or six-month interest periods chosen by the Company.

The interest rate charged on borrowings under the ABL is equal to, at the Company’s option, either the Base Rate or a forward-looking term rate based on SOFR for one-, three-, or six-month interest periods chosen by the Company.

The Company will pay certain recurring fees with respect to the ABL, including fees on unused lender commitments.

The ABL Credit Agreement contains customary affirmative covenants, negative covenants and events of default as more particularly described in the ABL Credit Agreement.

If the amount of availability under the ABL falls below $ 21,000 or 10 % of the Line Cap, as defined as the lessor of the aggregate commitment and the borrowing base, the Company is required to comply with a minimum consolidated fixed charge coverage ratio of 1 :1.

If the amount of availability under the ABL falls below $ 21,000 or 10 % of

the Line Cap, as defined as the lessor of the aggregate commitment and the borrowing base, the Company is required to comply with a minimum consolidated fixed charge coverage ratio of 1 :1.

As of December 26, 2025, the Company had reserved $ 40,484 of the ABL for the issuance of letters of credit and funds totaling $ 159,516 were available for borrowing under the ABL.

2028 Convertible Senior Notes

On December 13, 2022, the Company issued $ 287,500 aggregate principal amount of 2.375 % Convertible Senior Notes (the “2028 Convertible Notes”).

The 2028 Senior Notes were issued pursuant to an indenture (the “2028 Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Concurrently with the issuance of the 2028 Convertible Notes, the Company entered into separate, privately negotiated transactions (the “Exchange Transactions”) with a limited number of holders of its 1.875 % Convertible Senior Notes ( the “2024 Convertible Notes) to exchange or repurchase approximately $ 158,316 principal amount of 2024 Convertible Notes for an aggregate consideration consisting of approximately $ 159,709 in cash, which includes accrued interest on the 2024 Convertible Notes, and approximately 324,066 shares of the Company’s common stock.

Net proceeds were used for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company.

The Company performed an analysis for each lender in accordance with ASC 470 “Debt” to determine whether the Exchange Transactions resulted in a substantial change to the remaining cash flows which is defined as a change in present value of remaining cash flows or a change in the fair value of the conversion option of more than 10%.

As a result of the analysis, the Exchange Transaction was recorded as an extinguishment and the Company incurred a loss on debt extinguishment of $ 14,145 which is reflected in interest expense on the Company’s consolidated statements of operations in the fiscal year ended December 30, 2022.

The Company incurred third party transaction costs of approximately $ 6,971 which were capitalized as deferred financing fees to be amortized over the term of the 2028 Senior Notes.

In December 2022, the Company issued $ 287,500 aggregate principal amount of 2.375 % Convertible Senior Notes (the “2028 Convertible Notes”).

Net proceeds have been used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company.

The 2028 Convertible Notes bear interest of 2.375 % per annum payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023.

The initial conversion price is approximately $ 44.27 per share together with cash in

lieu of any fractional share.

The initial conversion price is approximately $ 44.27 per share together with cash in lieu of any fractional share.

The conversion price is subject to adjustments upon the occurrence of certain events.

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2024 Convertible Senior Notes

On November 22, 2019, the Company issued $ 150,000 aggregate principal amount of 2024 Convertible Notes pursuant to an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

On March 1, 2021, the Company issued an additional $ 50,000 aggregate principal amount of 2024 Convertible Notes at a premium under the same terms as the previous issuance of the 2024 Convertible Notes.

The Company incurred transaction costs for both issuances which were capitalized as deferred financing fees and amortized over the term of the 2024 Convertible Notes.

The 2024 Convertible Notes bore interest of 1.875 % per annum payable semiannually in arrears.

At any time before the close of business on the scheduled trading day immediately before the maturity date, the 2024 Convertible Notes were convertible at the option of holders into shares of the Company’s common stock, together with cash in lieu of any fractional share, at an initial conversion price of approximately $ 44.20 per share.

The conversion price is subject to adjustments upon the occurrence of certain events.

The 2024 Convertible Notes matured on December 1, 2024, and the Company issued 858,360 shares of its common stock, in accordance with the exercise of conversion rights provisions of the 2024 Convertible Notes, and paid approximately $ 2.1 million, which included accrued interest on the 2024 Convertible Note.

On December 1, 2024, the Company’s 1.875 % 2024 Convertible Senior Notes matured and, in accordance with the exercise of its conversion rights provisions, the Company issued 858,360 shares of its common stock and paid approximately $ 2,117 , which included accrued interest on the 2024 Convertible Notes.

Italco Unsecured Note

In connection with the Italco acquisition, the Company issued a $ 11,000 unsecured note bearing interest of 4.5 %, at an original issue discount of $ 300 .

The principal on the unsecured note is due in two equal installments on October 1, 2026 and 2027 and is presented under the caption “Finance leases and other financing obligations” in the table above.

GreenLeaf Unsecured Note

In connection with the GreenLeaf acquisition, the Company issued a $ 10,000 unsecured note bearing interest of 4.5 %.

The first installment of the principal on the unsecured note of $ 5,000 was paid in April 2024, with the second installment due on April 30, 2025.

The unsecured note is presented under the caption “Finance leases and other financing obligations” in the table above.

In connection with the GreenLeaf acquisition, the Company issued a $ 10,000 unsecured note that matured on April 20, 2025.

The first installment of the principal on the unsecured note of $ 5,000 was paid in April 2024, and the second installment was paid on maturity.

The unsecured note at December 27, 2024 is presented under the caption “Finance leases and other financing obligations” in the table above.

Convertible Unsecured Note

On February 25, 2019, the Company issued a $ 4,000 convertible unsecured note (the “Unsecured Note”) that matured on June 29, 2023 as partial consideration for an acquisition.

In 2019, as partial consideration for an acquisition, the Company issued a $ 4,000 convertible unsecured note that matured on June 29, 2023.

The unsecured note and was repaid in full, including all accrued interest, for $ 4,049 in cash.

4 unchanged sentences

2028 Convertible Notes $ 287,500 $ ( 3,438 ) $ 284,062 $ 287,500 $ ( 4,584 ) $ 282,916

2024 Convertible Notes — — — 39,684 ( 185 ) 39,499

Total $ 287,500 $ ( 4,584 ) $ 282,916 $ 327,184 $ ( 5,915 ) $ 321,269

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

3 unchanged sentences

Amortization of deferred costs and premium 1,146 1,332 1,334

Loss on extinguishment of debt — — 14,145

Total interest $ 7,974 $ 8,904 $ 8,912

1 unchanged sentence

In connection with an acquisition during fiscal 2022, the Company issued warrants with a fair value of $ 1,701 to purchase up to 150,000 shares of the Company’s common stock at an exercise price of $ 31.55 per share.

These warrants expire on December 26, 2025.

At December 27, 2024, there were 27,908 warrants outstanding.

The warrants have been fully exercised and there are no warrants outstanding as of December 26, 2025.

2023 Employee Stock Purchase Plan

On May 12, 2023, the Company’s stockholders adopted the Company’s Employee Stock Purchase Plan (the “ESPP”), which permits participants to purchase a total of 793,402 shares of the Company’s common stock through payroll deductions of up to 10 % of eligible compensation.

In fiscal 2023, the Company’s stockholders adopted the Company’s Employee Stock Purchase Plan (the “ESPP”), which permits eligible employees to purchase a total of approximately 793,000 shares of the Company’s common stock through payroll deductions of up to 10 % of eligible compensation.

The purchase price of the shares will be 85 % of the fair market value of the common stock on the date of purchase.

1 unchanged sentence

The offering periods run bi-annually from January 1st to June 30th and July 1st to December 31st.

At December 27, 2024, there were 763,494 shares of common stock available for issuance under the ESPP.

The ESPP did not have a material impact on the Company’s consolidated financial statements in fiscal years 2024 and 2023.

At December 26, 2025, there were approximately 731,000 shares of common stock available for issuance under the ESPP.

The ESPP did not have a material impact on the Company’s consolidated financial statements in the fiscal years presented.

The Company may amend, suspend or terminate the ESPP at any time.

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Stock compensation expense was $ 21,242 , $ 17,778 and $ 20,042 for the fiscal years ended December 26, 2025, December 27, 2024 and December 29, 2023, respectively.

The related tax expense (benefit) for stock-based compensation was $( 211 ), $ 580 and $( 22 ) for the fiscal years ended December 27, 2024, December 29, 2023 and December 30, 2022, respectively.

The related tax (benefit) expense for stock-based compensation was $( 3,570 ), $( 211 ) and $ 580 for the fiscal years ended December 26, 2025, December 27, 2024 and December 29, 2023, respectively.

The following table reflects the activity of RSAs and RSUs during the fiscal year ended December 26, 2025:

23 unchanged sentences

Outstanding December 27, 2024 100,876 $ 20.23 $ 2,870 1.1

Exercised ( 8,651 ) 20.23

Outstanding December 26, 2025 100,876 $ 20.23 $ 4,368 0.2

1 unchanged sentence

The total intrinsic value of options exercised during fiscal 2024 and 2023 was $ 194 and $ 22 , respectively.

There were no option exercises in fiscal 2025.

The Company issues new shares upon the exercise of stock options.

No stock option expense was recognized during the fiscal years ended December 26, 2025, December 27, 2024 and December 29, 2023.

In connection with the CME acquisition, the Company issued stock awards to certain members of the CME management team which were classified as liabilities.

In connection with an acquisition, the Company issued stock awards to certain members of the acquiree’s management team which were classified as liabilities.

These awards vest over a period of up to four years .

1 unchanged sentence

As of December 26, 2025 and December 27, 2024, the fair value of these awards was $ 7,347 and $ 4,712 , respectively, and they are presented within accrued liabilities on the Company’s consolidated balance sheets.

Performance-Based Restricted Share Units

In February 2025, the Company’s Board of Directors approved a grant of a total of 541,375 PRSUs to certain of the Company’s officers and employees under the Company’s 2019 Plan.

These grants are included in the performance-based column of the RSAs and RSUs activity table above.

The PRSUs, 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 PRSUs.

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 $ 82,617 at December 27, 2024.

The Company is not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.

The share repurchase program ended in December 2025 with a total of 667,433 shares of the Company’s common stock repurchased for $ 32.4 million.

Note 11 – Leases

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At December 26, 2025, the weighted-average lease term for operating and finance leases was 9.6 years and 5.2 years, respectively.

At December 27, 2024, the weighted-average discount rate for operating and finance leases was 7.3 % and 6.6 %, respectively.

At December 26, 2025, the weighted-average discount rate for operating and finance leases was 7.5 %.

Note 12 – Income Taxes

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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 rules did not have a material impact on its consolidated financial statements in fiscal 2024.

The rules did not have a material impact on its consolidated financial statements in fiscal 2025 or 2024.

The Company is monitoring any future developments.

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 $ 25,945 and $ 22,966 as of December 27, 2024 and December 29, 2023, respectively.

As a result of a five year carryback allowed under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the Company carried back its 2020 federal income tax loss, which resulted in an income tax refund receivable of $ 27,140 and $ 25,945 as of December 26, 2025 and December 27, 2024, respectively.

The receivable is reflected in prepaid expenses and other current assets on the Company’s consolidated balance sheets.

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While progress has been made with the IRS and the Company expects to receive the refunds within one year, the exact timing of receipt is difficult to predict.

On July 4, 2025, the United States enacted tax legislation through H.R.1, also referred to as the One Big Beautiful Bill Act (“OBBBA”).

OBBBA did not have a material impact on the Company’s 2025 annual effective tax rate, but impacted the split between current taxes payable and deferred taxes.

Income tax expense differed from amounts computed using the statutory federal income tax rate due to the following reasons:

1 unchanged sentence

December 26, 2025 December 27, 2024 December 29, 2023

Statutory U.S.

Federal tax $ 16,702 $ 11,648 $ 8,797

Differences due to:

State and local taxes, net of federal benefit 5,865 3,497 3,251

Change in valuation allowance ( 2,119 ) 478 ( 405 )

Foreign rate differential ( 2,019 ) ( 2,254 ) ( 560 )

Loss on debt extinguishment — — 2,982

Acquisition costs — 509 472

Amount Percent Amount Percent Amount Percent

federal statutory income tax $ 21,744 21.0 % $ 16,702 21.0 % $ 11,648 21.0 %

Domestic federal reconciling items

Nontaxable and nondeductible items, net

Compensation limitation 4,276 4.1 % 2,565 3.2 % 4,040 7.3 %

US tax on international operations 2,031 929 190

Stock compensation ( 2,725 ) ( 2.6 ) % ( 212 ) ( 0.3 ) % 913 1.6 %

Charitable contributions 1,142 1.1 % ( 156 ) ( 0.2 ) % 467 0.8 %

Cross-border taxes

Net controlled foreign corporation tested income (“NCTI”), formerly known as Global Intangible Low-Taxed Income (“GILTI”) 688 0.7 % 28 — % 642 1.2 %

Impact of foreign branches taxed in the U.S.

( 161 ) ( 0.2 ) % 1,776 2.2 % 277 0.5 %

Other 830 0.8 % 1,320 1.7 % 559 1.0 %

Domestic state and local income taxes, net of federal effect (1)

6,807 6.5 % 6,022 7.6 % 4,755 8.6 %

Foreign reconciling items

United Arab Emirates

Rate differential ( 1,380 ) ( 1.3 ) % ( 1,261 ) ( 1.6 ) % ( 1,812 ) ( 3.3 ) %

Other 459 0.4 % ( 31 ) — % 109 0.2 %

Rate change — — % — — % ( 869 ) ( 1.6 ) %

Change in valuation allowance — — % ( 2,045 ) ( 2.6 ) % 729 1.3 %

Other 162 0.2 % 79 0.1 % ( 137 ) ( 0.2 ) %

Other foreign jurisdictions ( 661 ) ( 0.6 ) % ( 734 ) ( 0.9 ) % ( 442 ) ( 0.8 ) %

Income tax expense $ 31,181 30.1 % $ 24,053 30.2 % $ 20,879 37.6 %

(1) The states and local jurisdictions that contribute more than 50% of the tax effect in this category include New York State and New York City, California for fiscal 2025 and 2024 and Massachusetts for fiscal 2023.

Deferred tax assets and liabilities at December 26, 2025 and December 27, 2024 consist of the following:

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Intangible assets 6,059 4,006

Charitable contribution carryforward — 2,271

Operating lease liabilities 59,829 54,272

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As of December 26, 2025 and December 27, 2024, the Company did not have any material uncertain tax positions.

See Note 14 - Supplemental Disclosures of Cash Flow Information for income taxes paid.

Note 13 – Segment Information

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Net sales (1) :

United States $ 3,757,901 $ 3,454,355 $ 3,150,871

International 391,636 339,857 282,892

Total net sales $ 4,149,537 $ 3,794,212 $ 3,433,763

Cost of sales - non-production costs (2)

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Gross profit $ 1,004,090 $ 914,147 $ 814,474

(1) The Company’s revenue is disaggregated by geographic area based on sales office location.

No country outside of the United States had revenue greater than 10% of consolidated revenue for the fiscal years ended December 26, 2025, December 27, 2024 and December 29, 2023.

(2) Non-production costs represent the net purchase price paid for products sold, plus the cost of transportation necessary to bring the product to the Company’s distribution facilities.

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(4) Food processing costs included $ 1,011 , $ 1,240 and $ 1,466 of depreciation expense for the fiscal years ended December 26, 2025, December 27, 2024 and December 29, 2023, respectively.

Refer to the consolidated statements of operations and comprehensive income for the reconciliation of consolidated gross profit, which is the Company’s segment measure of profit or loss, to consolidated income before income taxes.

Note 14 – Supplemental Disclosures of Cash Flow Information

1 unchanged sentence

Cash paid for income taxes, net of cash received:

Federal $ 14,023 $ 13,737 $ 13,308

state and local:

California * * 1,482

New York state 1,121 * 1,073

New York city 1,273 * *

Other state and local 3,990 4,475 2,598

state and local 6,384 4,475 5,153

United Arab Emirates 1,235 * *

Other foreign 1,264 943 899

Total foreign 2,499 943 899

Cash paid for income taxes, net of cash received $ 22,906 $ 19,155 $ 19,360

Cash paid for interest $ 38,491 $ 42,756 $ 42,070

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Non-cash investing and financing activities:

Warrants issued for acquisition $ — $ — $ 1,701

Conversion of debt into common stock $ — $ 37,938 $ —

2 unchanged sentences

Unsecured notes issued for acquisitions 10,700 — 10,000

* The amount of income tax paid during the period does not meet the 5% disaggregation threshold.

Note 15 – Employee Benefit Plans

Employee Tax-Deferred Savings Plan

The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”) that provides for tax-deferred salary deductions for eligible employees.

The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”) that provides tax-deferred salary deductions for eligible employees.

Employees choose to make voluntary contributions of their annual compensation to the 401(k) Plan, limited to an annual maximum amount as set periodically by the Internal Revenue Service.

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Matching contributions under the 401(k) Plan were $ 4,159 , $ 4,378 and $ 3,500 , respectively, for fiscal 2025, 2024 and 2023.

Note 16 – Related Parties

The Chefs’ Warehouse Mid-Atlantic, LLC, a subsidiary of the Company, leases a distribution facility that is 100 % owned by entities controlled by Christopher Pappas, the Company’s chairman, president and chief executive officer, and John Pappas, the Company’s vice chairman and chief operating officer, and are deemed to be affiliates of these individuals.

Expense related to this facility was $ 705 , $ 617 and $ 493 for fiscal 2024, 2023 and 2022.

The lease expires on September 30, 2028.

Note 16 – Commitments and Contingencies

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The Company establishes reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated.

Management has also identified certain other legal matters where the Company believes an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made.

Management has also identified certain other legal matters where the Company believes an unfavorable outcome is reasonably

possible and/or for which no estimate of possible losses can be made.

The Company does not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued.

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As of December 26, 2025, approximately 1 % of the Company’s employees are represented by unions, all of whom are operating under collective bargaining agreements which expire at various times between fiscal 2027 and 2028.

Approximately 0.8 % of the Company’s employees are under a collective bargaining agreement that expires in fiscal 2025.

Note 17 – Valuation Reserves

The following tables summarize the activity in our valuation accounts during the fiscal years ended December 27, 2024, December 29, 2023 and December 30, 2022:

The following tables summarize the activity in the Company’s valuation accounts during the fiscal years ended December 26, 2025, December 27, 2024 and December 29, 2023:

Balance at Beginning of Period Additions Charged to Expense Deductions (1)

10 unchanged sentences

(1) With respect to the allowance for credit losses, the deductions amount are primarily composed of write-offs, less recoveries which are not material.

Note 19 – Subsequent Events

On February 25, 2025, the Company’s Board of Directors approved a grant of a total of 416,500 performance-based restricted share units (“PSUs”) to certain of the Company’s officers and employees under the 2019 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 awards were granted at fair value, based on the closing price of the stock on the grant date.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

1 unchanged sentence

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 7A. Quantitative and Qualitative Disclosures About Market Risk