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During the quarter ended December 26, 2025, none of the Company’s directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
−Removed: Compensatory Arrangements of Certain Officers
−Removed: On February 25, 2025, the Compensation and Human Capital Committee granted the following:
−Removed: • 250,000 performance-based restricted share units (each, a “PSU”) to the Chairman and Chief Executive Officer;
−Removed: • 41,625 PSUs to each of:
−Removed: (i) the Chief Operating Officer and Vice Chairman;
−Removed: (ii) the Chief Financial Officer;
−Removed: (iii) the General Counsel, Corporate Secretary and Chief Government Relations Officer and (iv) the Chief Human Resources Officer.
−Removed: The PSUs will have a four-year term from the date of grant and will only become vested and payable to the extent that a qualifying change in control, as further described below, occurs during such four-year period.
−Removed: The PSUs are subject to performance conditions designed to directly tie pay outcomes to shareholder value creation in connection with a successful change in control, if it occurs.
−Removed: In granting the PSUs, the Compensation and Human Capital Committee intended to address two key objectives:
−Removed: (1) ensure leadership continuity and motivation and incentive to build and increase the value of the Company during the four-year award term, and (2) align compensation with rigorous performance thresholds connected to a successful change in control, if it occurs, that results in outsized returns for shareholders.
−Removed: The PSUs are not part of regular annual compensation.
−Removed: The PSUs’ performance-based vesting is based on the occurrence of a change in control of the Company within the four-year period following the date of grant and the extent to which the per-share change in control deal price of the Company achieves certain specified percentage thresholds over the 180-day volume-weighted average price (“VWAP”) of a share of the Company as of the date immediately before the grant date of the PSUs, which have been pre-established by the Compensation and Human Capital Committee (“Deal Premium Thresholds") (such change in control of the Company, a “Qualifying Change in Control”).
−Removed: Between 0% to 100% of the PSUs are eligible to vest, and the amount of the PSUs vested and earned will be determined based on the extent to which the Deal Premium Thresholds are satisfied.
−Removed: Amounts earned are determined by linear interpolation if results are between the specified Deal Premium Thresholds.
−Removed: If a Qualifying Change in Control does not occur (i.e., there is no change in control during the four-year term, or there is a change in control but the Deal Premium Thresholds are not achieved), the PSUs will terminate and no shares or payments will be delivered in respect of the PSUs.
−Removed: Vesting is also subject to continuous service with the Company until the occurrence of a Qualifying Change in Control, with limited exceptions provided in the applicable award agreement, such as an involuntary termination of employment without “cause” or by the executive for “good reason” or termination for death or disability, each within a 12-month period before the Qualifying Change in Control (or pro-rated vesting in the event of death and disability before such 12-month period), in each case based on the actual attainment of the Deal Premium Thresholds.
−Removed: Any amounts earned in respect of the PSUs are settled in shares of common stock of the Company to the extent that such shares are available under the 2019 Plan (or otherwise cash-settled based on the value of a share of the Company at award settlement).
−Removed: This summary of the PSU Awards is qualified in its entirety by reference to the applicable award agreement (a form of which is attached as an exhibit to this Annual Report on Form 10-K) and to the 2019 Plan (which is attached as an exhibit to the Registrant’s Form S-8 filed on May 26, 2022).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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2.2 Merger Agreement, dated as of January 11, 2015, by and among The Chefs’ Warehouse, Inc., a Delaware corporation, Del Monte Merger Sub, LLC, a Delaware limited liability company, Del Monte Capitol Meat Co., Inc., a California corporation, David DeBenedetti, Victoria DeBenedetti, DeBenedetti/Del Monte Trust, and John DeBenedetti, as the Sellers’ Representative (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 15, 2015) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
−Removed: 2.3 Earn-Out Agreement, dated April 6, 2015 by and among The Chefs' Warehouse, Inc., Del Monte Capitol Meat Company, LLC, T.J.
−Removed: Foodservice Co., Inc., TJ Seafood, LLC, and John DeBenedetti, as the Sellers' Representative (incorporated by reference to Exhibit 2.1 to the Company's 8-K filed on April 9, 2015)(Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
2.3 Indemnification Agreement, dated April 6, 2015, by and among Del Monte Merger Sub, LLC, The Chefs' Warehouse, Inc., Del Monte Capitol Meat Company, LLC, DeBenedetti/Del Monte Trust, Victoria DeBenedetti, David DeBenedetti, Del Monte Capitol Meat Co., Inc., T.J.
Foodservice Co., Inc., TJ Seafood, LLC, John DeBenedetti, Theresa Lincoln and John DeBenedetti, as the Selling Parties' Representative (incorporated by reference to Exhibit 2.2 to the Company's 8-K filed on April 9, 2015) (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request).
−Removed: 2.5 Earn-Out Agreement, dated August 25, 2017 by and among Fells Point, LLC, Fells Point Wholesale Meats, Inc., Erik M.
−Removed: Oosterwijk and Leendert H.
−Removed: Pruissen (incorporated by reference to Exhibit 2.1 to the Company’s 8-K filed on August 25, 2017).
2.4 Asset Purchase Agreement dated as of August 25, 2017, by and among Fells Point, LLC, a Delaware limited liability company, Fells Point Wholesale Meats, Inc., a Maryland close corporation, Erik M.
8 unchanged sentences
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s S-1/A filed on July 1, 2011).
−Removed: 4.2 Indenture, dated as of November 22, 2019, between The Chefs’ Warehouse, Inc.
−Removed: and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on November 22, 2019).
−Removed: 4.3 Form of 1.875% Convertible Senior Note due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on November 22, 2019)
4.2 Rights Agreement, dated as of March 22, 2020, between The Chefs’ Warehouse, Inc.
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10.8* The Chefs’ Warehouse, Inc.
−Removed: 2011 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Form S-1/A filed on July 1, 2011).
−Removed: 10.9* Form of Non-Qualified Stock Option Agreement under The Chefs’ Warehouse, Inc.
−Removed: 2011 Omnibus Equity Incentive Plan (Officers and Employees) (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K filed on March 10, 2017).
−Removed: 10.10* The Chefs’ Warehouse, Inc.
Executive Change in Control Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 6, 2020).
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10.19 Amendment No.
−Removed: 10, dated as of November 6, 2023, to the Term Loan Facility .
+Added: 10, dated as of November 6, 2023, to the Term Loan Facility (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on July 30, 2025.
10.20 Amendment No.
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12, dated as of October 22, 2024, to the Term Loan Facility (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 24, 2024).
+Added: 10.22 Amendment No.
+Added: 13, dated as of June 16, 2025, to the Term Loan Facility (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 16, 2025).
+Added: 10.23† Amendment No.
+Added: 14, dated as of January 20, 2026, to the Term Loan Facility.
10.24 Credit Agreement, dated as of June 29, 2018, by and among Chefs’ Warehouse Parent, LLC and Dairyland USA Corporation, as Borrowers, and The Chefs’ Warehouse, Inc., The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, The Chefs’ Warehouse Of Florida, LLC, Michael’s Finer Meats, LLC, Michael’s Finer Meats Holdings, LLC, The Chefs’ Warehouse Midwest, LLC, Fells Point Holdings, LLC and other Loan Parties party thereto as Guarantors, the Lenders party thereto and BMO Harris Bank N.A., as Administrative Agent and Swing Line Lender (the “ABL Facility”) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 2, 2018).
11 unchanged sentences
6, dated as of July 7, 2023, to the ABL Facility (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 2, 2023).
+Added: 10.31 Amendment No.
+Added: 7, dated as of March 12, 2025, to the ABL Facility (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on April 30, 2025).
10.32* Offer Letter, dated October 17, 2017, by and between The Chefs’ Warehouse, Inc.
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I, Legion Partners, L.P.
−Removed: II, Legion Par t ners, LLC, Legion Partners Holdings, LLC, Christopher S.
+Added: II, Legion Partners, LLC, Legion Partners Holdings, LLC, Christopher S.
Kiper, and Raymond White (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 4, 2024).
5 unchanged sentences
Amended and Restated 2019 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 filed on May 26, 2022).
+Added: 10.39 Amendment No.
+Added: 1 to The Chefs’ Warehouse, Inc.
+Added: Amended and Restated 2019 Omnibus Equity Incentive Plan (incorporated by reference to the Company’s Form S-8 filed on June 16, 2025).
10.40* Form of Restricted Share Award Agreement under The Chefs’ Warehouse, Inc.
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10.48* The Chefs’ Warehouse, Inc.
−Removed: Seventh Amended and Restated Compensation and Human Capital Committee Charter as adopted by the Board of Directors, November 1, 2022 (incorporated by reference to Exhibit 10.40 to the Company's Form 10-K filed on February 28, 2023).
−Removed: 10.47* The Chefs’ Warehouse, Inc.
Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 filed on August 11, 2023).
1 unchanged sentence
10.50 Form of Performance Restricted Share Unit Award Agreement – Officers and Employees under The Chefs’ Warehouse, Inc.
−Removed: 2019 Omnibus Equity Incentive Plan.
+Added: 2019 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.49 to the Company's Form 10-K filed on February 25, 2025).
14.1 The Chefs’ Warehouse, Inc.
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19 The Chefs’ Warehouse, Inc.
−Removed: Insider Trading Policy.
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company's Form 10-K filed on February 25, 2025).
21† Subsidiaries of the Company.
5 unchanged sentences
97 The Chefs’ Warehouse, Inc.
−Removed: Dodd-Frank Clawback Policy
+Added: Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97 to the Company's Form 10-K filed on February 25, 2025)
101.INS† XBRL Instance Document – the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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/s/ Ivy Brown Director February 24, 2026
−Removed: /s/ Joseph Cugine Director February 25, 2025
−Removed: Joseph Cugine
/s/ Steven F.
1 unchanged sentence
/s/ Aylwin Lewis Director February 24, 2026
−Removed: /s/ Katherine Oliver Director February 25, 2025
−Removed: Katherine Oliver
/s/ Lester Owens Director February 24, 2026
5 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.