10q10k10q10k.net

What changed in Chefs' Warehouse, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Chefs' Warehouse, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+168 added−156 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Chefs' Warehouse, Inc.'s 2025 10-K

168 paragraphs added · 156 removed · 133 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

43 edited+2 added−3 removed113 unchanged
Biggest changeHe 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 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. Mr.
Biggest changePappas 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. Mr. C. Pappas currently oversees all of our business activities, with a focus on product procurement, sales, marketing, strategy development, business development and operations. Mr. C.
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: Leading Distributor of Specialty Food Products in Many of the Key Culinary Markets.
Competitive Strengths 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.
Our Growth Strategies We believe substantial organic growth opportunities exist in our current markets through increased penetration of our existing customers and the addition of new customers, and we have identified new markets that we believe also present opportunities for future expansion. Key elements of our growth strategy include the following: Increase Penetration with Existing Customers.
Our Growth Strategies We believe substantial organic growth opportunities exist in our current markets through increased penetration of our existing customers and the addition of new customers, and we have identified new markets that we believe also present opportunities for future expansion. Key elements of our growth strategy include the following: 7 Increase Penetration with Existing Customers.
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 13 operating cash flows from this portion of our business is generated in the fourth quarter.
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.
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.
The USDA imposes standards for product quality and sanitation, including the inspection and labeling of meat and poultry products and the 12 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.
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 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 7 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.
Our breadth and depth of product offerings coupled with our highly regarded customer service has allowed us to develop and retain a loyal customer base that is comprised of chefs who own or work at more than 50,000 of the nation’s leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores.
Our breadth and depth of product offerings coupled with our highly regarded customer service has allowed us to develop and retain a loyal customer base that is comprised of chefs who own or work at more than 55,000 of the nation’s leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores.
Our Markets and the Customers that We Serve We distribute our specialty food products to over 50,000 distinct Core Customer locations from distribution centers located in our primary markets, which include New York, Washington, D.C., Los Angeles, San Francisco, New England, Las Vegas, Miami, Portland, Columbus, Cincinnati, Chicago, Vancouver, Edmonton, Toronto, Seattle, Sacramento, Philadelphia, Texas, Denver, Dubai, Abu Dhabi, Oman and Qatar.
Our Markets and the Customers that We Serve We distribute our specialty food products to over 55,000 distinct Core Customer locations from distribution centers located in our primary markets, which include New York, Washington, D.C., Los Angeles, San Francisco, New England, Las Vegas, Miami, Portland, Columbus, Cincinnati, Chicago, Vancouver, Edmonton, Toronto, Seattle, Sacramento, Philadelphia, Texas, Denver, Dubai, Abu Dhabi, Oman and Qatar.
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 12 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.
This scale enables us to maintain a portfolio of more than 88,000 SKUs, and through the operation of our sophisticated information technology, inventory management and logistics systems, we believe we provide our customers with some of the highest levels of customer service and responsiveness in our industry. Experienced and Proven Management Team.
This scale enables us to maintain a portfolio of more than 90,000 SKUs, and through the operation of our sophisticated information technology, inventory management and logistics systems, we believe we provide our customers with some of the highest levels of customer service and responsiveness in our industry. Experienced and Proven Management Team.
Our product portfolio includes over 88,000 stock-keeping units (“SKUs”) from more than 4,000 different suppliers and is comprised primarily of imported and domestic specialty food products, such as artisan charcuterie, specialty cheeses, unique oils and vinegars, truffles, caviar, chocolate and pastry products.
Our product portfolio includes over 90,000 stock-keeping units (“SKUs”) from more than 4,000 different suppliers and is comprised primarily of imported and domestic specialty food products, such as artisan charcuterie, specialty cheeses, unique oils and vinegars, truffles, caviar, chocolate and pastry products.
Our senior management team has demonstrated the ability to grow the business through various economic environments. With collective experience of more than 90 years at The Chefs’ Warehouse and other foodservice distribution companies, our founders and senior management are experienced operators and are passionate about our future.
Our senior management team has demonstrated the ability to grow the business through various economic environments. With collective experience of more than 100 years at The Chefs’ Warehouse and other foodservice distribution companies, our founders and senior management are experienced operators and are passionate about our future.
McCauley holds a Bachelor of Science degree in Business - Accounting from the University of Connecticut and is a registered certified public accountant in the state of Connecticut. Christina Polychroni Chief Human Resources Officer 45 Christina Polychroni is our Chief Human Resources Officer since December 31, 2022. Prior to this appointment, Ms.
McCauley holds a Bachelor of Science degree in Business - Accounting from the University of Connecticut and is a registered certified public accountant in the state of Connecticut. Christina Polychroni Chief Human Resources Officer 46 Christina Polychroni is our chief human resources officer since December 31, 2022. Prior to this appointment, Ms.
We carry more than 88,000 SKUs and we are fully committed to utilizing our sourcing relationships and industry insights to procure products that we do not regularly carry but that our customers specifically request as they seek to create unique and innovative menu offerings.
We carry more than 90,000 SKUs and we are fully committed to utilizing our sourcing relationships and industry insights to procure products that we do not regularly carry but that our customers specifically request as they seek to create unique and innovative menu offerings.
Our Operations and Distribution Centers Operating out of 49 distribution centers of varying size and providing service six days a week in many areas, we utilize our fleet of delivery trucks to fill customer orders, usually within 12-24 hours of order placement.
Our Operations and Distribution Centers Operating out of 44 distribution centers of varying size and providing service six days a week in many areas, we utilize our fleet of delivery trucks to fill customer orders, usually within 12-24 hours of order placement.
Alexandros Aldous General Counsel, Corporate Secretary & Chief Government Relations Officer 44 Alexandros Aldous is our General Counsel, Corporate Secretary, Chief Government Relations Officer & Chief Administrative Officer, positions he has held since joining us in March 2011, July 27, 2011, March 8, 2017, and September 16, 2021, respectively. Mr.
Alexandros Aldous General Counsel, Corporate Secretary & Chief Government Relations Officer 45 Alexandros Aldous is our general counsel, corporate secretary, chief government relations officer & chief administrative officer, positions he has held since joining us in March 2011, July 27, 2011, March 8, 2017, and September 16, 2021, respectively. Mr.
Excluding our direct-to-consumer businesses, we currently serve more than 50,000 core customer locations in our twenty-three primary geographic markets across the United States, the Middle East, and Canada.
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.
We carry more than 88,000 SKUs and we constantly evaluate our portfolio and introduce new products to address regional trends and preferences and ensure that we are on the leading edge of broader culinary trends.
We carry more than 90,000 SKUs and we constantly evaluate our portfolio and introduce new products to address regional trends and preferences and ensure that we are on the leading edge of broader culinary trends.
We operate 49 distribution centers and provide service six days a week in many of our service areas, utilizing our fleet of delivery trucks to fill our customers’ orders.
We operate 44 distribution centers and provide service six days a week in many of our service areas, utilizing our fleet of delivery trucks to fill our customers’ orders.
With 49 distribution centers located throughout the United States, Middle East and Canada, we are able to leverage our geographic footprint and reduce our inbound freight costs.
With 44 distribution centers located throughout the United States, Middle East and Canada, we are able to leverage our geographic footprint and reduce our inbound freight costs.
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.
We maintain collaborative relationships with thousands of chefs while also acting as a critical marketing arm and route-to-market for many of our suppliers by leveraging an experienced and sophisticated sales force of approximately 980 sales and customer service professionals.
We maintain collaborative relationships with thousands of chefs while also acting as a critical marketing arm and route-to-market for many of our suppliers by leveraging an experienced and sophisticated sales force of approximately 1,100 sales and customer service professionals.
We serve more than 50,000 Core Customer locations, excluding our direct-to-consumer business, in the United States, Middle East, and Canada.
We serve more than 55,000 Core Customer locations, excluding our direct-to-consumer business, in the United States, Middle East, and Canada.
Our Sophisticated and Experienced Sales Professionals We employ a sophisticated and experienced sales force of approximately 980 sales and customer service professionals focused on meeting our customers’ goals and objectives, while concurrently educating them regarding our latest products and broader culinary trends.
Our Sophisticated and Experienced Sales Professionals We employ a sophisticated and experienced sales force of approximately 1,100 sales and customer service professionals focused on meeting our customers’ goals and objectives, while concurrently educating them regarding our latest products and broader culinary trends.
We employ a sophisticated and experienced sales force of approximately 980 sales and customer service professionals, a significant number of whom have formal culinary training, degrees in the culinary arts or prior experience working in the culinary industry.
We employ a sophisticated and experienced sales force of approximately 1,100 sales and customer service professionals, a significant number of whom have formal culinary training, degrees in the culinary arts or prior experience working in the culinary industry.
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. 14 Name & Position Age Business Experience James Leddy Chief Financial Officer 61 James “Jim” Leddy is our Chief Financial Officer and assistant secretary, positions he has held since his appointment as of November 11, 2017.
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 14 Name & Position Age Business Experience James Leddy Chief Financial Officer 62 James “Jim” Leddy is our chief financial officer and assistant secretary, positions he has held since his appointment as of November 11, 2017.
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.
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 approximately 6% of total net sales for our 2025 fiscal year.
Timothy McCauley Chief Accounting Officer 60 Timothy McCauley has served as our Chief Accounting Officer, since his appointment on February 16, 2018 and previously served as our Controller since joining the Company in May 2015. Mr. McCauley has over 30 years of experience in accounting and finance roles across a variety of industries. Mr.
Timothy McCauley Chief Accounting Officer 61 Timothy McCauley has served as our chief accounting officer, since his appointment on February 16, 2018 and previously served as our controller since joining the Company in May 2015. Mr. McCauley has over 35 years of experience in accounting and finance roles across a variety of industries. Mr.
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 are driving increasing sales volume through our e-commerce platform by optimizing our customers’ re-order and product discovery journeys. 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.
John Pappas 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.
John Pappas Vice Chairman and Director 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.
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.
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.
He has 25 years of experience in logistics, facility management and global procurement and oversees our network of distribution centers nationwide. Mr. Pappas is also active in the development of our corporate strategy. Mr.
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. Mr. J. Pappas is also active in the development of our corporate strategy. Mr. J.
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 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.
Information about our Executive Officers Name & Position Age Business Experience Christopher Pappas 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.
Information about our Executive Officers Name & Position Age Business Experience Christopher Pappas President, Chief Executive Officer and Chairman of the Board of Directors 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.
Inflation Our profitability is dependent, among other things, on our ability to anticipate and react to changes in the costs of key operating resources, including food and other raw materials, labor, energy and other supplies and services.
Despite a significant portion of these sales occurring in the fourth quarter, there are operating expenses, principally advertising and promotional expenses, throughout the year. 13 Inflation Our profitability is dependent, among other things, on our ability to anticipate and react to changes in the costs of key operating resources, including food and other raw materials, labor, energy and other supplies and services.
Human Capital Management As of December 27, 2024, we had 5,029 full-time employees, 145 of whom (approximately 3%) are currently represented by unions and operate under collective bargaining agreements, which expire at various times between fiscal 2025 and 2027.
Human Capital Management As of December 26, 2025, we had 5,156 full-time employees, 64 of whom (approximately 1%) are currently represented by unions and operate under collective bargaining agreements, which expire at various times between fiscal 2027 and 2028. We offer attractive compensation and benefit packages, and we believe our relationship with our employees is satisfactory.
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 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.
Our net revenues have increased from approximately $1.1 billion for the fiscal year ended December 25, 2020 to $3.8 billion for the fiscal year ended December 27, 2024.
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.
Diversity, Equity and Inclusion 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 2024, approximately 70% of our employees, and more than 20% of our management, were diverse.
Diversity, Equity and Inclusion We believe that a diverse workforce creates a healthier, stronger and more sustainable company. In 2025, approximately 70% of our employees, and more than 20% of our management, were diverse. We have diversity equity & inclusion monthly programming that celebrates the wide variety of diverse employees and topics that impact our employees.
We offer attractive compensation and benefit packages, and we believe our relationship with our employees is satisfactory. 11 Environmental, Social and Governance 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.
Environmental, Social and Governance 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, 11 Social and Governance Committee (the “ESG Committee”) to oversee our environmental, social and governance activities and practices.
Pappas currently oversees all of our business activities, with a focus on product procurement, sales, marketing and strategy development. Mr. 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 serves on the board of directors of the International Foodservice Distributors Association and the Hudson National Golf Club, respectively. Mr. C. 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.
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.
Removed
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.
Added
He has been our president since April 11, 2009 and before that was our president from our formation to January 1, 2007. Mr. C. Pappas and Mr. J. Pappas, director and chief operating officer, are brothers. Prior to founding the Company, Mr. C.
Removed
We have diversity equity & inclusion monthly programming that celebrates the wide variety of diverse employees and topics that impact our employees.
Added
Mr. J. Pappas and Mr. C. Pappas, director and chief executive officer, are brothers. Mr. J. 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.
Removed
Despite a significant portion of these sales occurring in the fourth quarter, there are operating expenses, principally advertising and promotional expenses, throughout the year.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

26 edited+9 added−3 removed234 unchanged
Biggest changeNon-compliance with the requirements of SB 253 could expose us to a fine of up to $500,000 per reporting year. Additionally, California enacted Assembly Bill 1305 (“AB 1305”). AB 1305, which became effective January 1, 2024, created new annual disclosure requirements regarding substantiation of certain climate-related statements, and may increase our compliance costs.
Biggest changeAdditionally, California enacted Assembly Bill 1305 (“AB 1305”). AB 1305, which became effective January 1, 2024, created new annual disclosure requirements for companies operating in California regarding the substantiation of certain climate-related statements. Noncompliance with the requirements of AB 1305 could expose us to fines of up to $2,500 per individual violation, up to a total of $500,000.
Our operations and/or 23 distribution centers which are located in (i) New York City, New England, Ohio, Washington D.C., Chicago and Canada are particularly susceptible to significant amounts of snowfall and ice, (ii) Florida is particularly susceptible to hurricanes and flooding, and (iii) Los Angeles and San Francisco are particularly susceptible to earthquakes, mudslides and wildfires, among other locally occurring adverse weather conditions.
Our operations and/or distribution centers which are located in (i) New York City, New England, Ohio, Washington D.C., Chicago and Canada are 23 particularly susceptible to significant amounts of snowfall and ice, (ii) Florida is particularly susceptible to hurricanes and flooding, and (iii) Los Angeles and San Francisco are particularly susceptible to earthquakes, mudslides and wildfires, among other locally occurring adverse weather conditions.
See “Management’s Discussion and Financial Condition and Results of Operations — Liquidity and Capital Resources.” 29 Our ability to raise capital in the future may be limited. Our business and operations may consume resources, including availability under our ABL, faster than we currently anticipate.
See “Management’s Discussion and Financial Condition and Results of Operations — Liquidity and Capital Resources.” Our ability to raise capital in the future may be limited. Our business and operations may consume resources, including availability under our ABL, faster than we currently anticipate.
We record a liability for medical claims during the period in which they occur, as well as an estimate of incurred but not reported claims. Management determines the adequacy of these accruals based on a monthly evaluation of our historical claims experience and medical cost trends.
We record a liability for medical claims during the period in which they occur, as well as an estimate of incurred but not reported claims. Management determines the adequacy of these accruals based on a quarterly evaluation of our historical claims experience and medical cost trends.
The failure to comply with applicable legal and regulatory requirements could result in investigations, litigation or other legal proceedings, administrative, civil or criminal fines or penalties, mandatory or voluntary product recalls, cease and desist orders against operations that are in non compliance, closure of facilities or operations, the loss, modification or revocation of any existing licenses, permits or approvals or the failure to obtain additional licenses, permits or approvals in new jurisdictions where we intend to do business.
The failure to comply with applicable legal and regulatory requirements could result in investigations, litigation or other legal proceedings, administrative, civil or criminal fines or penalties, mandatory or voluntary product recalls, cease and desist orders against operations that are in noncompliance, closure of facilities or operations, the loss, modification or revocation of any existing licenses, permits or approvals or the failure to obtain additional licenses, permits or approvals in new jurisdictions where we intend to do business.
Additionally, information technology systems, including those used by cyber attackers, continue to evolve and, in order to remain competitive, we must implement new technologies in a timely and efficient manner. For example, to the extent artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks.
Additionally, information technology systems, including those used by cyber attackers, continue to evolve and, in order to remain competitive, we must implement new technologies in a timely and efficient manner. For example, as artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks.
For example, on October 7, 2023, California Governor Gavin Newsom signed into law SB 261 (“SB 261”), Greenhouse Gases: Climate-Related Financial Risk, and SB 253 (“SB 253”), the Climate Corporate Data Accountability Act, which significantly expand climate-related disclosure requirements for companies doing business in California.
For example, on October 7, 2023, California Governor Gavin Newsom signed into law SB 261 (“SB 261”), Climate-Related Financial Risk, and SB 253 (“SB 253”), the Climate Corporate Data Accountability Act, which significantly expand climate-related disclosure requirements for certain companies doing business in California.
There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (“GHG”) emissions, energy usage and sustainability efforts.
There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (“GHG”) emissions, energy usage and sustainability efforts, such as package recycling.
Risks Relating to Ownership of our Common Stock Concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions. As of February 10, 2025, our executive officers, directors and their affiliates beneficially owned, in the aggregate, approximately 12.6% of our outstanding shares of common stock.
Risks Relating to Ownership of our Common Stock Concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions. As of February 9, 2026, our executive officers, directors and their affiliates beneficially owned, in the aggregate, approximately 12.7% of our outstanding shares of common stock.
If we do not provide sufficient resources to ensure we are able to respond, adapt and implement the necessary requirements to respond to the various forthcoming changes, which could include federal data privacy requirements in the U.S., while continuing to maintain our compliance with global data privacy laws, this could adversely impact our reputation and we could face exposure to fines levied by regulators, which could have a significant financial impact on our business. 25 We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.
If we do not provide sufficient resources to ensure we are able to respond, adapt and implement the necessary requirements to 25 respond to the various forthcoming changes, which could include federal data privacy requirements in the U.S., while continuing to maintain our compliance with global data privacy laws, this could adversely impact our reputation and we could face exposure to fines levied by regulators, which could have a significant financial impact on our business.
In particular, Christopher Pappas, our president and chief executive officer, and John Pappas, our vice chairman and chief operating officer, beneficially owned approximately 10.8% of our outstanding shares of common stock as of February 10, 2025.
In particular, Christopher Pappas, our president and chief executive officer, and John Pappas, our vice chairman and chief operating officer, beneficially owned approximately 11.0% of our outstanding shares of common stock as of February 9, 2026.
The agreements governing the Credit Facilities require us to maintain fixed charge coverage ratios and leverage ratios. Our ability to comply with these ratios in the future may be affected by events beyond our control, and our inability to comply with the required financial ratios could result in a default under the Credit Facilities.
Our ability to comply with these ratios in the future may be affected by events beyond our control, and our inability to comply with the required financial ratios could result in a default under the Credit Facilities.
As of December 27, 2024, we had 5,029 full-time employees, 145 of whom (approximately 3%) are represented by unions and are operating under collective bargaining agreements which expire at various times between fiscal 2025 and 2027.
As of December 26, 2025, we had 5,156 full-time employees, 64 of whom (approximately 1%) are represented by unions and are operating under collective bargaining agreements which expire at various times between fiscal 2027 and 2028.
The Company will continue to monitor regulatory developments to assess potential impacts to the Company. 28 Complying with new tax rules, laws or regulations could impact our business, financial condition or results of operations, and increases to federal, provincial or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate.
Complying with new tax rules, laws or regulations could impact our business, financial condition or results of operations, and increases to federal, provincial or state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate.
In June 2024, Canada enacted the Pillar Two global minimum tax rate. Numerous other countries have also begun to implement or have already implemented similar measures.
In June 2024, Canada enacted the Pillar Two global minimum tax rate. Numerous other countries have also begun to implement or have already implemented similar measures. The Company will continue to monitor regulatory developments to assess potential impacts to the Company.
In recent years, certain of these markets have been more resilient to economic downturns than others. Moreover, sales in our New York market, which we define as our operations spanning from New York to Atlantic City, accounted for approximately 15.9% of our net sales for fiscal year 2024. We are therefore particularly exposed to downturns in this regional economy.
In recent years, certain of these markets have been more resilient to economic downturns than others. Moreover, sales in our New York market accounted for approximately 16% of our net sales for fiscal year 2025. We are therefore particularly exposed to downturns in this regional economy.
As of December 27, 2024, we had approximately $720.2 million of total indebtedness, consisting of $260.0 million of loans outstanding on our senior secured term loan facility (“Term Loan”), $287.5 million of convertible debt, $120.0 million of borrowings outstanding under our asset-based loan facility (“ABL”) and $52.7 million of finance leases and other financing obligations.
As of December 26, 2025, we had approximately $759.0 million of total indebtedness, consisting of $252.0 million of loans outstanding on our senior secured term loan facility (“Term Loan”), $287.5 million of convertible debt, $100.0 million of borrowings outstanding under our asset-based loan facility (“ABL”) and $119.5 million of finance leases and other financing obligations.
Our failure to comply with data privacy regulations could adversely affect our business. There are new and emerging data privacy laws, as well as frequent updates and changes to existing data privacy laws, in most jurisdictions in which we operate.
There are new and emerging data privacy laws, as well as frequent updates and changes to existing data privacy laws, in most jurisdictions in which we operate.
Non-compliance with the requirements of SB 261 could expose us to a fine of up to $50,000 per reporting year, and we may also be required to pay an annual filing fee.
If the Ninth Circuit allows SB 261 to move forward, we would expect that the California Air Resources Board (“CARB”) would promulgate a revised compliance deadline. Noncompliance with the requirements of SB 261 could expose us to a fine of up to $50,000 per reporting year, and we may also be required to pay an annual filing fee.
Our operations are dependent upon our experienced and sophisticated sales professionals, warehouse personnel and drivers, and, in our center-of-the plate facilities, the experienced butchers we employ.
In addition, increased immigration enforcement measures could cause similar disruptions in our workforce or the workforce of our customers, distributors or suppliers. Our operations are dependent upon our experienced and sophisticated sales professionals, warehouse personnel and drivers, and, in our center-of-the-plate facilities, the experienced butchers we employ.
Many jurisdictions and intergovernmental organizations have been discussing or are in the process of implementing proposals that may change various aspects of the existing framework under which our tax obligations are determined in future periods.
If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on our business, financial condition or results of operations. 28 Many jurisdictions and intergovernmental organizations have been discussing or are in the process of implementing proposals that may change various aspects of the existing framework under which our tax obligations are determined in future periods.
If there is any future product withdrawal that results in substantial and unexpected expenditures, destruction of product inventory, damage to our reputation, or lost sales because of the unavailability of the product. 26 We are subject to significant governmental regulation, and failure to comply could subject us to enforcement actions, recalls or other penalties, which could have a material adverse effect on our business, financial condition or results of operations.
We are subject to significant governmental regulation, and failure to comply could subject us to enforcement actions, recalls or other penalties, which could have a material adverse effect on our business, financial condition or results of operations.
Any default under our indebtedness requiring the repayment of outstanding borrowings would have a material adverse effect on our business, financial condition and results of operations. If we are unable to refinance or repay our indebtedness as it becomes due, we may become insolvent and be unable to continue operations.
Any default under our indebtedness requiring the repayment of outstanding borrowings would have a material adverse effect on our business, financial condition and results of operations.
We must develop robust systems, processes, and controls for assessing and reporting our climate-related financial risks, as well as ensuring transparency and accuracy in our disclosures. Furthermore, if our competitors’ climate change or sustainability performance is perceived to be better than ours, potential or current investors may elect to invest with our competitors instead.
Furthermore, if our competitors’ climate change or sustainability performance is perceived to be better than ours, potential or current investors may elect to invest with our competitors instead.
Although the agreements governing the Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness.
If we are unable to refinance or repay our indebtedness as it becomes due, we may become insolvent and be unable to continue operations. 29 Although the agreements governing the Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.
As a company with operations in California, we may fall under the jurisdiction of these new laws. Commencing on January 1, 2026, and biennially thereafter, SB 261 mandates that we publicly disclose our climate-related financial risks, including disclosing strategies we have adopted to mitigate and adapt to these risks.
Commencing on January 1, 2026, and biennially thereafter, SB 261 would have mandated that we publicly disclose our climate-related financial risks, including disclosing strategies we have adopted to mitigate and adapt to these risks. Claimants led by the U.S. Chamber of Commerce, 27 however, have sought to permanently enjoin the two laws, and, on November 18, 2025, the U.S.
Removed
Disclosure requirements under SB 253 are expected to be outlined by the California Air Resources Board (“CARB”) in July 2025, with disclosure obligations set to take effect 27 starting in 2026 on or by a date to be determined by CARB.
Added
In addition, our systems may increasingly incorporate features involving artificial intelligence, which is complex, subject to increasing litigation and regulatory scrutiny, and may have errors or inadequacies that are not easily detectable. In some instances, we may make use of third-party artificial intelligence products and services.
Removed
Non-compliance with the requirements of AB 1305 could expose us to fines of up to $2,500 per individual violation, up to a total of $500,000. Compliance with these climate-related disclosure rules will require additional time and attention of management and financial resources.
Added
These features, products, and services may produce unintentional or unexpected outputs that are incorrect, infringe intellectual property or other rights, not match our business goals, not comply with our internal policies or applicable legal or contractual requirements, or otherwise be inconsistent with our business goals. Our failure to comply with data privacy regulations could adversely affect our business.
Removed
If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on our business, financial condition or results of operations.
Added
We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business.
Added
If there is any future product withdrawal that results in 26 substantial and unexpected expenditures, destruction of product inventory, damage to our reputation, or lost sales because of the unavailability of the product.
Added
Court of Appeals for the Ninth Circuit temporarily halted the enforcement of SB 261. At oral arguments on January 9, 2026, a three-judge panel questioned the parties on freedom of speech issues.
Added
Despite this uncertainty, many companies have invested significant time and resources preparing to comply with SB 261’s climate risk disclosure rules and are continuing their preparations while monitoring litigation developments. A written decision is expected from the Ninth Circuit in 2026, which will determine whether the law will be permanently blocked or allowed to move forward.
Added
The Ninth Circuit declined to temporarily halt the enforcement of SB 253, and SB 253 mandates that covered companies publicly report GHG emissions data annually with a maiden reporting deadline of August 11, 2026. Noncompliance with the requirements of SB 253 could expose us to a fine of up to $500,000 per reporting year.
Added
Compliance with these climate-related disclosure rules will require additional time and attention of management and financial resources. We must develop robust systems, processes, and controls for assessing and reporting our climate-related financial risks, as well as ensuring transparency and accuracy in our disclosures.
Added
Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness. The agreements governing the Credit Facilities require us to maintain fixed charge coverage ratios and leverage ratios.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed7 unchanged
Biggest changeOur Chief Information Officer, Vice President of Infrastructure, and Security Administrator have responsibility of cybersecurity oversight of the Company and each have 13, 16, and 7 years of cybersecurity experience, respectively. The Security Administrator reports to the Vice President of Infrastructure, who in turn reports to the Chief Information Officer.
Biggest changeOur chief information officer, vice president of enterprise infrastructure, senior manager of information technology risk management, and security administrator have responsibility of cybersecurity oversight of the Company and each have 15, 18, 10, and 9 years of cybersecurity experience, respectively. The security administrator reports to the vice president of enterprise infrastructure, who in turn reports to the chief information officer.
We mitigate risks from cybersecurity incidents using a multi-faceted approach that includes, but is not limited to: establishing information security policies and standards, implementing information protection processes and technologies, assessing cybersecurity risk through vulnerability assessments and audits on an annual basis, reviewing newly developed cybersecurity standards or legislation, implementing cybersecurity training, monitoring our information technology systems for cybersecurity threats and collaborating with public and private organizations on best practices.
We mitigate risks from cybersecurity incidents using a multi-faceted approach that includes, but is not limited to: establishing information security policies and standards, implementing information protection processes and technologies, assessing cybersecurity risk through vulnerability assessments and audits on an annual basis, reviewing newly developed cybersecurity standards or legislation, implementing cybersecurity training, real-time monitoring our information technology systems for cybersecurity threats through a 7x24 security operations center and collaborating with public and private organizations on best practices.
We did not experience a material cybersecurity incident during the fiscal year ended December 27, 2024.
We did not experience a material cybersecurity incident during the fiscal year ended December 26, 2025.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed2 unchanged
Biggest changeState / Country Number of Facilities Total Square Footage California 11 801,400 Texas 6 392,000 Maryland 4 324,500 United Arab Emirates 3 319,500 Massachusetts 7 287,300 New York 2 246,100 Florida (2) 4 235,000 Oregon 3 211,300 New Jersey 2 206,900 Illinois 3 144,200 Ohio 2 120,400 Nevada 3 117,600 Canada 4 99,400 Washington 1 83,500 Arizona 1 46,300 Qatar 1 43,200 Michigan 2 33,000 Tennessee 1 32,800 Connecticut (1) 2 29,200 Oman 3 14,500 Colorado 2 13,700 Total 67 3,801,800 (1) Includes our corporate headquarters in Ridgefield, Connecticut.
Biggest changeState / Country Number of Facilities Total Square Footage California 8 712,500 Texas 6 392,000 Maryland 4 324,500 United Arab Emirates 2 311,600 Massachusetts 5 261,000 New York 2 246,100 Florida (2) 3 215,900 Oregon 3 211,300 New Jersey 1 168,500 Nevada 4 168,100 Illinois 3 144,200 Colorado 3 136,300 Ohio 2 120,400 Canada 4 99,400 Washington 1 83,500 Arizona 1 46,300 Qatar 1 43,200 Oman 3 36,100 Michigan 2 33,000 Tennessee 1 32,800 Connecticut (1) 2 29,200 Total 61 3,815,900 (1) Includes our corporate headquarters in Ridgefield, Connecticut.
The following table sets forth our significant distribution, protein processing, corporate and other support facilities by state or country and their approximate aggregate square footage as of December 27, 2024.
The following table sets forth our significant distribution, protein processing, corporate and other support facilities by state or country and their approximate aggregate square footage as of December 26, 2025.
Item 2. PROPERTIES We operate 49 distributions centers located in the United States, Canada, Qatar, Oman, and United Arab Emirates, totaling approximately 3.0 million square feet.
Item 2. PROPERTIES We operate 44 distributions centers located in the United States, Canada, Qatar, Oman, and United Arab Emirates, totaling approximately 3.1 million square feet.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−0 removed2 unchanged
Biggest changeCOMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN AMONG THE CHEFS’ WAREHOUSE, INC., NASDAQ COMPOSITE INDEX AND THE S&P SMALLCAP FOOD DISTRIBUTOR INDEX 33 December 27, 2019 December 25, 2020 December 24, 2021 December 30, 2022 December 29, 2023 December 27, 2024 The Chefs’ Warehouse, Inc. $ 100.00 $ 62.92 $ 85.78 $ 87.65 $ 77.51 $ 128.21 NASDAQ Composite Index $ 100.00 $ 142.17 $ 173.80 $ 116.21 $ 166.67 $ 218.97 S&P Smallcap Food Distributor Index $ 100.00 $ 106.70 $ 206.77 $ 189.89 $ 155.51 $ 175.45 ISSUER PURCHASES OF EQUITY SECURITIES Total Number of Shares Repurchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs (2) September 28, 2024 to October 25, 2024 — $ — — $ 90,000 October 26, 2024 to November 22, 2024 2,297 39.95 — 90,000 November 23, 2024 to December 27, 2024 162,514 45.55 162,159 82,617 Total 164,811 $ 45.47 162,159 $ 82,617 (1) During the thirteen weeks ended December 27, 2024, we withheld 164,811 shares of our common stock to satisfy tax withholding requirements upon the vesting of restricted shares of our common stock awarded to certain of our officers and key employees resulting from either elections under 83(b) of the Internal Revenue Code of 1986, as amended, or upon vesting of such awards, in addition to shares purchased as part of a publicly announced program.
Biggest changeISSUER PURCHASES OF EQUITY SECURITIES Total Number of Shares Repurchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs (2) September 27, 2025 to October 24, 2025 — $ — — $ 67,617 October 25, 2025 to November 21, 2025 2,311 60.04 — 67,617 November 22, 2025 to December 26, 2025 356 62.47 — — Total 2,667 $ 60.36 — $ — (1) During the thirteen weeks ended December 26, 2025, we withheld 2,667 shares of our common stock to satisfy tax withholding requirements upon the vesting of restricted shares of our common stock awarded to certain of our officers and key employees resulting from either elections under 83(b) of the Internal Revenue Code of 1986, as amended, or upon vesting of such awards.
The comparison assumes that $100 was invested on December 27, 2019 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, future performance of our common stock.
The comparison assumes that $100 was invested on December 25, 2020 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, future performance of our common stock.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Chefs’ Warehouse, Inc. Common Stock Our common stock is publicly traded under the symbol “CHEF” on the NASDAQ Global Select Market. As of December 27, 2024, there were 94 holders of record of our common stock.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Chefs’ Warehouse, Inc. Common Stock Our common stock is publicly traded under the symbol “CHEF” on the NASDAQ Global Select Market. As of December 26, 2025, there were 183 holders of record of our common stock.
(2) In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million targeting $25.0 million to $100.0 million of share repurchases by the end of fiscal 2025. Equity Compensation Plan Information See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plans.
(2) In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million. The share repurchase program ended in December 2025. Equity Compensation Plan Information See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plans.
Stock Performance Graph The following graph compares the cumulative total stockholder return on our common stock during the period from December 27, 2019 through December 27, 2024 with the cumulative total return on the NASDAQ Composite and the S&P Smallcap Food Distributor Index.
Stock Performance Graph The following graph compares the cumulative total stockholder return on our common stock during the period from December 25, 2020 through December 26, 2025 with the cumulative total return on the NASDAQ Composite and the S&P Smallcap Food Distributor Index.
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate such information by reference into such filing.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN AMONG THE CHEFS’ WAREHOUSE, INC., NASDAQ COMPOSITE INDEX AND THE S&P SMALLCAP FOOD DISTRIBUTOR INDEX December 25, 2020 December 24, 2021 December 30, 2022 December 29, 2023 December 27, 2024 December 26, 2025 The Chefs’ Warehouse, Inc. $ 100.00 $ 136.33 $ 139.31 $ 123.19 $ 203.77 $ 265.93 NASDAQ Composite Index 100.00 122.25 81.74 117.23 154.02 184.25 S&P Smallcap Food Distributor Index 100.00 193.77 177.96 145.73 164.43 220.27 33 The above stock performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate such information by reference into such filing.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

50 edited+24 added−17 removed39 unchanged
Biggest changeFiscal Years Ended December 27, 2024 December 29, 2023 December 30, 2022 Net sales $ 3,794,212 $ 3,433,763 $ 2,613,399 Cost of sales 2,880,065 2,619,289 1,994,763 Gross profit 914,147 814,474 618,636 Selling, general and administrative expenses 784,852 704,758 518,219 Other operating expenses 1,088 8,773 14,679 Operating income 128,207 100,943 85,738 Interest expense 48,675 45,474 43,849 Income before income taxes 79,532 55,469 41,889 Provision for income tax expense 24,053 20,879 14,139 Net income $ 55,479 $ 34,590 $ 27,750 Fiscal Year Ended December 27, 2024 Compared to Fiscal Year Ended December 29, 2023 Net Sales 2024 2023 $ Change % Change Net sales $ 3,794,212 $ 3,433,763 $ 360,449 10.5 % Organic growth contributed $258.9 million, or 7.5%, to sales growth and the remaining growth of $101.6 million, or 3.0%, resulted from prior year acquisitions.
Biggest changeThe discussion of our fiscal 2024 results, compared with fiscal 2023 results, can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 27, 2024. 37 Fiscal Years Ended December 26, 2025 December 27, 2024 December 29, 2023 Net sales $ 4,149,537 $ 3,794,212 $ 3,433,763 Cost of sales 3,145,447 2,880,065 2,619,289 Gross profit 1,004,090 914,147 814,474 Selling, general and administrative expenses 849,789 784,852 704,758 Other operating expenses 9,195 1,088 8,773 Operating income 145,106 128,207 100,943 Interest expense 41,564 48,675 45,474 Income before income taxes 103,542 79,532 55,469 Provision for income tax expense 31,181 24,053 20,879 Net income $ 72,361 $ 55,479 $ 34,590 Fiscal Year Ended December 26, 2025 Compared to Fiscal Year Ended December 27, 2024 Net Sales 2025 2024 $ Change % Change Net sales $ 4,149,537 $ 3,794,212 $ 355,325 9.4 % Organic growth contributed $345.7 million, or 9.1%, to sales growth and the remaining growth of $9.6 million, or 0.3%, resulted from current year acquisitions.
This mix shift is most significantly impacted by the introduction of new categories of products in markets that we have more recently entered, the shift in product mix resulting from acquisitions, as well as the continued growth in item penetration on higher velocity items such as dairy products.
This mix shift is most significantly impacted by the introduction of new product categories in markets that we have more recently entered, the shift in product mix resulting from acquisitions, as well as the continued growth in item penetration on higher velocity items such as dairy products.
Our cost of sales may not be comparable to other similar companies within our industry. • Selling, general and administrative expenses: Selling, general and administrative expenses include facilities costs, product shipping and handling costs, warehouse costs, and other selling, general and administrative costs. • Other operating expenses: Other operating expenses includes expenses primarily related to changes in the fair value of the Company’s contingent earn-out liabilities, gains and losses on asset disposals, asset impairments, certain third-party deal costs incurred in connection with business acquisitions or financing arrangements and certain other costs. • Interest expense: Interest expense consists primarily of interest on our outstanding indebtedness and, as applicable, the amortization or write-off of deferred financing fees.
Our cost of sales may not be comparable to other similar companies within our industry. • Selling, general and administrative expenses: Selling, general and administrative expenses include facilities costs, product shipping and handling costs, warehouse costs, and other selling, general and administrative costs. • Other operating expenses: Other operating expenses includes expenses primarily related to changes in the fair value of our contingent earn-out liabilities, gains and losses on asset disposals, asset impairments, certain third-party deal costs incurred in connection with business acquisitions or financing arrangements and certain other costs. • Interest expense: Interest expense consists primarily of interest on our outstanding indebtedness and, as applicable, the amortization or write-off of deferred financing fees.
Our gross profit and gross profit as a percentage of net sales, or gross profit margin, are driven principally by changes in volume and fluctuations in food and commodity prices and our ability to pass on any price increases to our customers in an inflationary environment and maintain or increase gross profit margin when our costs decline.
Our gross profit and gross profit as a percentage of net sales, or gross profit margin, are driven principally by changes in volume and fluctuations in food and commodity prices and our ability to pass on any price increases to our customers in an inflationary environment and maintain or increase gross profit margin when our costs decline. Inflation.
When economic conditions deteriorate, our customers’ businesses are negatively impacted as fewer people eat away-from-home and those who do spend less money. As economic conditions begin to improve, our customers’ businesses historically have likewise improved, which contributes to improvements in our business.
When economic conditions deteriorate, our customers’ businesses are negatively impacted as fewer people eat away-from-home and those who do spend less money. As economic conditions improve, our customers’ businesses historically have likewise improved, which contributes to improvements in our business.
Claims in excess of certain levels are insured by external parties. See Note 17 “Commitments and Contingencies” to our consolidated financial statements for further detail. • Contingent earn-out liabilities: Certain acquisitions involve contingent consideration, typically payable if certain financial performance targets are obtained.
Claims in excess of certain levels are insured by external parties. See Note 16 “Commitments and Contingencies” to our consolidated financial statements for further detail. • Contingent earn-out liabilities: Certain acquisitions involve contingent consideration, typically payable if certain financial performance targets are obtained.
Our Growth Strategies and Outlook We continue to invest in our people, facilities and technology in an effort to achieve the following objectives and maintain our premier position within the specialty foodservice distribution market: • sales and service territory expansion; 35 • operational excellence and high customer service levels; • expanded purchasing programs and improved buying power; • product innovation and new product category introduction; • operational efficiencies through system enhancements; and • operating expense reduction through the centralization of general and administrative functions.
Our Growth Strategies and Outlook We continue to invest in our people, facilities and technology in an effort to achieve the following objectives and maintain our premier position within the specialty foodservice distribution market: • sales and service territory expansion; • operational excellence and high customer service levels; • expanded purchasing programs and improved buying power; • product innovation and new product category introduction; • operational efficiencies through system enhancements and consolidation of truck routes and facilities; and • operating expense reduction through the centralization of general and administrative functions.
Significant Financing Transactions In December 2024, the 1.875% Convertible Senior Notes ( the “2024 Convertible Notes”) matured and we issued 858,360 shares of our 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 Notes.
In December 2024, our 1.875% Convertible Senior Notes ( the “2024 Convertible Notes”) matured and we issued 858,360 shares of our 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 Notes.
We have evaluated the economic characteristics of our different geographic markets, including our recently acquired businesses, along with the similarity of the operations and margins, nature of the products, type of 41 customer and methods of distribution of products and the regulatory environment in which we operate. As of December 27, 2024, we maintain four reporting units.
We have evaluated the economic characteristics of our different geographic markets, including our recently acquired businesses, along with the similarity of the operations and margins, nature of the products, type of customer and methods of distribution of products and the regulatory environment in which we operate. As of December 26, 2025, we maintain four reporting units.
In recent years, our sales to existing and new customers have increased through the continued growth in demand for specialty food and center-of-the-plate products in general; increased market share driven by our large percentage of sophisticated and experienced sales professionals, our high-quality customer service and our extensive breadth and depth of product offerings, including, as a result of our acquisitions; the expansion of our existing distribution centers; our entry into new distribution centers, including the construction of new distribution centers in Portland, San Francisco, United Arab Emirates, Philadelphia, Los Angeles and Miami; and the import and sale of our proprietary brands.
In recent years, our sales to existing and new customers have increased through the continued growth in demand for specialty food and center-of-the-plate products in general; increased market share driven by our large percentage of sophisticated and experienced sales professionals, our high-quality customer service and our extensive breadth and depth of product offerings, including, as a result of our acquisitions; the expansion of our existing distribution centers; our entry into new distribution centers, including the construction of new distribution centers that serve our markets in Las Vegas, Oman, Denver, Portland, San Francisco, United Arab Emirates, Philadelphia and Miami; and the import and sale of our proprietary brands.
This mix shift is most significantly impacted by the introduction of new categories of products in markets that we have more recently entered, impact of 36 product mix from acquisitions, as well as the continued growth in item penetration on higher velocity items such as dairy products.
Product mix is most significantly impacted by the introduction of new product categories in markets that we have more recently entered and from acquisitions, as well as the continued growth in item penetration on higher velocity items such as dairy products. 36 • Volume Measurements.
Results of Operations This discussion focuses on our fiscal 2024 results, compared with fiscal 2023 results.
Results of Operations This discussion focuses on our fiscal 2025 results, compared with fiscal 2024 results.
See Note 4 “Fair Value Measurements” to our consolidated financial statements for details on our contingent earn-out liabilities outstanding as of December 27, 2024.
See Note 4 “Fair Value Measurements” to our consolidated financial statements for details on our contingent earn-out liabilities outstanding as of December 26, 2025.
We had outstanding letters of credit of approximately $34.4 million and $30.1 million at December 27, 2024 and December 29, 2023, respectively. Substantially all of our assets are pledged as collateral to secure our borrowings under our credit facilities. See Note 9 “Debt Obligations” to our consolidated financial statements for a full description of our debt instruments.
We had outstanding letters of credit of approximately $41.0 million and $34.4 million at December 26, 2025 and December 27, 2024, respectively. Substantially all of our assets are pledged as collateral to secure our borrowings under our credit facilities. See Note 9 “Debt Obligations” to our consolidated financial statements for a full description of our debt instruments.
Total goodwill as of December 27, 2024 and December 29, 2023 was $356.3 million and $356.0 million, respectively. Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Total goodwill as of December 26, 2025 and December 27, 2024 was $362.7 million and $356.3 million, respectively. Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
There have been no other events or changes in circumstances during fiscal 2024 or 2023 indicating that the carrying value of our finite-lived intangible assets are not recoverable. Total finite-lived intangible assets as of December 27, 2024 and December 29, 2023 were $160.4 million and $184.9 million, respectively.
There have been no other events or changes in circumstances during fiscal 2025 or 2024 indicating that the carrying value of our finite-lived intangible assets are not recoverable. Total finite-lived intangible assets as of December 26, 2025 and December 27, 2024 were $137.3 million and $160.4 million, respectively.
Our growth has allowed us to improve upon our organization’s infrastructure, open new distribution facilities and pursue selective acquisitions. Over the last several years, we have increased our distribution capacity to approximately 3.0 million square feet in 49 distribution facilities as of December 27, 2024.
Our growth has allowed us to improve upon our organization’s infrastructure, open new distribution facilities and pursue selective acquisitions. Over the last several years, we have increased our distribution capacity to approximately 3.1 million square feet in 44 distribution facilities as of December 26, 2025.
Key Factors Affecting Our Performance Due to our focus on menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores, our results of operations are materially impacted by the success of the food-away-from-home industry in the United States, Middle East and Canada, which is materially impacted by general economic conditions, weather, discretionary spending levels and consumer confidence.
Over the period from fiscal 2023 through fiscal 2025, we have invested significantly in acquisitions, infrastructure and management. 35 Key Factors Affecting Our Performance Due to our focus on menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores, our results of operations are materially impacted by the success of the food-away-from-home industry in the United States, Middle East and Canada, which is materially impacted by general economic conditions, weather, discretionary spending levels and consumer confidence.
Our gross profit margin is also a function of the product mix of our net sales in any period. Given our wide selection of product categories, as well as the continuous introduction of new products, we can experience shifts in product sales mix that have an impact on net sales and gross profit margins.
Given our wide selection of product categories, as well as the continuous introduction of new products, we can experience shifts in product sales mix that have an impact on net sales and gross profit margins.
Indebtedness The following table presents selected financial information on our indebtedness: December 27, 2024 December 29, 2023 December 30, 2022 Senior secured term loan $ 260,000 $ 276,250 $ 299,250 Total convertible debt $ 287,500 $ 327,184 $ 333,184 Borrowings outstanding on asset-based loan facility $ 120,000 $ 100,000 $ 40,000 Finance leases and other financing obligations $ 52,673 $ 31,892 $ 13,548 As of December 27, 2024, we have various floating- and fixed-rate debt instruments with varying maturities for an aggregate principal amount of $672.5 million.
Indebtedness The following table presents selected financial information on our indebtedness: December 26, 2025 December 27, 2024 December 29, 2023 Senior secured term loan $ 252,000 $ 260,000 $ 276,250 Convertible senior notes 287,500 287,500 327,184 Borrowings outstanding on asset-based loan facility 100,000 120,000 100,000 Finance leases and other financing obligations 119,451 52,673 31,892 As of December 26, 2025, we have various floating- and fixed-rate debt instruments with varying maturities for an aggregate principal amount of $650.5 million.
Our accounts receivable balance was $366.3 million and $334.0 million, net of the allowance for credit losses of $22.3 million and $21.4 million, as of December 27, 2024 and December 29, 2023, respectively.
Our accounts receivable balance was $392.4 million and $366.3 million, net of the allowance for credit losses of $27.0 million and $22.3 million, as of December 26, 2025 and December 27, 2024, respectively.
Net cash used in investing activities was $49.8 million in fiscal 2024 driven by $49.5 million in capital expenditures.
Net cash used in investing activities was $46.8 million in fiscal 2025 driven by capital expenditures.
Valuation of Goodwill and Intangible Assets We are required to test goodwill for impairment at each of our reporting units annually, or more frequently when circumstances indicate an impairment may have occurred. We have elected to perform our annual tests for indications of goodwill impairment during the fourth quarter of each fiscal year.
Valuation of Goodwill and Intangible Assets We are required to test goodwill for impairment at each of our reporting units annually, or more frequently when circumstances indicate an impairment may have occurred.
Cash Flows Fiscal Years Ended December 27, 2024 December 29, 2023 December 30, 2022 Net cash provided by operating activities $ 153,061 $ 61,639 $ 23,134 Net cash used in investing activities $ (49,821) $ (179,311) $ (232,023) Net cash (used in) provided by financing activities $ (38,482) $ 9,010 $ 253,215 Our cash provided by operating activities is predominately driven by net sales to our customers.
Cash Flows Fiscal Years Ended December 26, 2025 December 27, 2024 December 29, 2023 Net cash provided by operating activities $ 129,219 $ 153,061 $ 61,639 Net cash used in investing activities (46,759) (49,821) (179,311) Net cash (used in) provided by financing activities (76,222) (38,482) 9,010 Our cash provided by operating activities is predominately driven by net sales to our customers.
Changes in estimates and assumptions used in these and other items could have an effect on our consolidated financial statements. Recent Accounting Pronouncements See Note 1 “Operations and Basis of Presentation” to our consolidated financial statements for a full description of recent accounting pronouncements including the respective expected dates of adoption and expected effects on our consolidated financial statements.
Recent Accounting Pronouncements See Note 1 “Operations and Basis of Presentation” to our consolidated financial statements for a full description of recent accounting pronouncements including the respective expected dates of adoption and expected effects on our consolidated financial statements.
Our Allen Brothers subsidiary sells certain of our center-of-the-plate products directly to consumers. We believe several key differentiating factors of our business model have enabled us to execute our strategy consistently and profitably across our expanding customer base.
We believe several key differentiating factors of our business model have enabled us to execute our strategy consistently and profitably across our expanding customer base.
For the fiscal year ended 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. As a result, no goodwill impairments were identified for those periods.
For the fiscal year ended December 26, 2025, we assessed the recoverability of goodwill using a qualitative analysis and determined that it is more likely than not that the fair value of our reporting units exceeded their respective carry values.
Critical Accounting Estimates The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
Off-Balance Sheet Arrangements As of December 26, 2025, we did not have any off-balance sheet arrangements. 41 Critical Accounting Estimates The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
This evaluation considers several factors, including recent results of operations, scheduled reversal of deferred tax liabilities, future taxable income and tax planning strategies. As of December 27, 2024, we did not have a valuation allowance.
This evaluation considers several factors, including recent results of operations, scheduled reversal of deferred tax liabilities, future taxable income and tax planning strategies.
Our capital expenditures, excluding cash paid for acquisitions, were approximately $49.5 million for fiscal 2024. We believe our capital expenditures, excluding cash paid for acquisitions, for fiscal 2025 will be approximately $40.0 million to $50.0 million.
Our capital expenditures, excluding cash paid for acquisitions, were approximately $41.4 million for fiscal 2025. We believe our capital expenditures, excluding cash paid for acquisitions, for fiscal 2026 will be approximately $45.0 million to $55.0 million.
Organic case count increased approximately 4.6% in our specialty category. In addition, specialty unique customers and placements increased 6.6% and 11.6%, respectively, compared to the prior year. Organic pounds sold in our center-of-the-plate category increased 3.3% compared to the prior year.
Organic case count increased approximately 3.9% in our specialty category, representing an increase in net sales of $90.4 million. In addition, unique customers and placements in our specialty category increased 2.9% and 6.4%, respectively, compared to the prior year.
Selling, General and Administrative Expenses 2024 2023 $ Change % Change Selling, general and administrative expenses $ 784,852 $ 704,758 $ 80,094 11.4 % Percentage of net sales 20.7 % 20.5 % The increase in selling, general and administrative expenses was primarily due to higher depreciation and amortization expenses driven by acquisitions and facility investments, and higher costs associated with compensation and benefits, facilities and distribution to support sales growth.
Selling, General and Administrative Expenses 2025 2024 $ Change % Change Selling, general and administrative expenses $ 849,789 $ 784,852 $ 64,937 8.3 % Percentage of net sales 20.5 % 20.7 % The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits to support sales growth, higher depreciation expense driven by facility and fleet investments and higher self-insurance expense.
We offer more than 88,000 SKUs, ranging from high-quality specialty foods and ingredients to basic ingredients and staples, produce and center-of-the-plate proteins. We serve more than 50,000 Core Customer locations, primarily located in our twenty-three geographic markets across the United States, the Middle East and Canada, and the majority of our customers are independent restaurants and fine dining establishments.
We serve more than 55,000 Core Customer locations, primarily located in our twenty-three geographic markets across the United States, the Middle East and Canada, and the majority of our customers are independent restaurants and fine dining establishments. Our Allen Brothers subsidiary sells certain of our center-of-the-plate products directly to consumers.
Provision for Income Tax Expense 2024 2023 $ Change % Change Provision for income tax expense $ 24,053 $ 20,879 $ 3,174 15.2 % Effective tax rate 30.2 % 37.6 % The lower effective tax rate for fiscal 2024 was primarily driven by a $2.1 million charge in fiscal 2023 for return-to-provision adjustments identified in the completion of our fiscal 2022 tax return and the impact of those adjustments on the fiscal 2023 estimated annual effective tax rate. 38 Liquidity and Capital Resources We finance our day-to-day operations and growth primarily with cash flows from operations, borrowings under our senior secured credit facilities and other indebtedness, operating leases, trade payables and equity financing.
Provision for Income Tax Expense 2025 2024 $ Change % Change Provision for income tax expense $ 31,181 $ 24,053 $ 7,128 29.6 % Effective tax rate 30.1 % 30.2 % The increase in the provision for income tax expense for fiscal 2025 was primarily driven by the higher income before income taxes, with the effective tax rates remaining consistent year-over-year. 39 Liquidity and Capital Resources We finance our day-to-day operations and growth primarily with cash flows from operations, borrowings under our senior secured credit facilities and other indebtedness, operating and finance leases, trade payables and equity financing.
Goodwill is tested at the reporting unit level, which is an operating segment or a component of an operating segment. When analyzing whether to aggregate components into single reporting units, management considers whether each component has similar economic characteristics.
When analyzing whether to aggregate components into single reporting units, management considers whether each component has similar economic characteristics.
A goodwill impairment loss, if any, would be recognized for the amount by which a reporting unit’s carrying value exceeds its fair value. 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.
For the fiscal year ended December 27, 2024, we assessed the recoverability of goodwill using a quantitative analysis and determined that the fair value of our reporting units substantially exceeded their respective carry values. As a result, no goodwill impairments were identified for those periods.
Net cash used by financing activities was $38.5 million for fiscal 2024 driven primarily by $23.0 million of payments of debt and other financing obligations, $26.4 million of payments under our asset-based loan and revolving credit facilities, $17.4 million used to repurchase our common stock, $7.4 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $7.1 million of finance lease payments and $3.8 million of earn-out payments, partially offset by $46.4 million of incremental borrowings on our asset-based loan and revolving credit facilities. 40 Off-Balance Sheet Arrangements As of December 27, 2024, we did not have any off-balance sheet arrangements.
Net cash used in financing activities was $76.2 million for fiscal 2025 driven primarily by $20.0 million of payments under our asset-based loan and revolving credit facilities, $15.6 million of finance lease payments, $15.0 million used to repurchase our common stock, $13.0 million of payments of debt and other financing obligations and $12.0 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards.
Arrangement and third-party transaction costs of $4.5 million were expensed as incurred. 39 Liquidity The following table presents selected financial information on liquidity: December 27, 2024 December 29, 2023 December 30, 2022 Cash and cash equivalents $ 114,655 $ 49,878 $ 158,800 Working capital, (1) excluding cash and cash equivalents $ 327,992 $ 295,288 $ 278,315 Availability under asset-based loan facility $ 146,674 $ 172,030 $ 135,827 (1) We define working capital as current assets less current liabilities.
The share repurchase program ended in December 2025 with a total of 667,433 shares of our common stock repurchased for $32.4 million. 40 Liquidity The following table presents selected financial information on liquidity: December 26, 2025 December 27, 2024 December 29, 2023 Cash and cash equivalents $ 120,982 $ 114,655 $ 49,878 Working capital, (1) excluding cash and cash equivalents 375,448 327,992 295,288 Availability under asset-based loan facility 159,516 146,674 172,030 (1) We define working capital as current assets less current liabilities.
Management has discussed the development and selection of these critical accounting policies with our board of directors, and the board of directors has reviewed the above disclosure. Our consolidated financial statements contain other items that require estimation, but are not as critical as those discussed above. These other items include our calculations for bonus accruals, 42 depreciation and amortization.
Our consolidated financial statements contain other items that require estimation, but are not as critical as those discussed above. These other items include our calculations for inventory valuation, bonus accruals, depreciation and amortization. Changes in estimates and assumptions used in these and other items could have an effect on our consolidated financial statements.
Through these efforts, we believe that we have been able to expand our customer base, enhance and diversify our product selections, broaden our geographic penetration and increase our market share. Acquisitions On May 1, 2023, we acquired substantially all of the equity interests of Oakville Produce Partners, LLC (“GreenLeaf”), a leading produce and specialty food distributor in Northern California.
Through these efforts, we believe that we have been able to expand our customer base, enhance and diversify our product selections, broaden our geographic penetration and increase our market share.
In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million, targeting $25.0 million to $100.0 million of share repurchases by the end of fiscal 2025. During fiscal 2024, we repurchased and retired 426,235 shares of our common stock at an average purchase price of $40.78 per share.
The GreenLeaf Note is presented at December 27, 2024 under the caption “Finance leases and other financing obligations” in the table above. In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million, targeting $25.0 million to $100.0 million of share repurchases by the end of fiscal 2025.
Net cash provided by operations was $153.1 million for the fiscal year ended December 27, 2024 compared to $61.6 million for the fiscal year ended December 29, 2023. The increase in cash provided by operating activities was primarily due to gross profit growth, favorable timing of supplier payments at fiscal year-end and higher accrued compensation compared to the prior year.
Net cash provided by operations was $129.2 million for the fiscal year ended December 26, 2025 compared to $153.1 million for the fiscal year ended December 27, 2024. The decrease in cash provided by operating activities was primarily due to timing of payments and a strategic pull-forward of certain inventory purchases, partially offset by sales growth.
Other Operating Expenses, Net 2024 2023 $ Change % Change Other operating expenses $ 1,088 $ 8,773 $ (7,685) (87.6) % The decrease in other operating expenses relates primarily to non-cash credits of $3.3 million for changes in the fair value of our contingent earn-out liabilities in fiscal 2024 compared to non-cash charges of $3.1 million in the prior year and a year over year decrease of $2.6 million primarily related to third-party deal costs incurred in connection with business acquisitions and financing arrangements, partially offset by charges associated with employee severance in fiscal 2024.
Other operating expenses, net in fiscal 2024 included charges associated with employee severance, partially offset by non-cash credits of $3.3 million for changes in the fair value of our contingent earn-out liabilities.
We incurred transaction costs of approximately $7.0 million which were capitalized as deferred financing fees to be amortized over the term of the 2028 Senior Notes.
The amendment to the ABL was accounted for as a debt modification. We incurred transaction costs of $0.7 million, which were capitalized as deferred financing fees to be amortized over the term of the ABL, and are presented in other non-current assets in our consolidated balance sheet.
During fiscal 2023, we incurred a customer relationships intangible asset impairment charge of $1.8 million, $1.3 million net of tax, related to the loss of a significant Hardie’s Fresh Foods customer post acquisition.
During fiscal 2025 and 2023, we incurred customer relationships intangible asset impairment charges of $8.0 million and $1.8 million, respectively, related to the loss of non-core customers, post acquisition. We did not incur any such impairment charges in fiscal 2024.
Gross profit margin increased approximately 37 basis points due to sales growth combined with improved pricing methods and inventory management, as well as changes in volume mix between specialty and center-of-the-plate category sales. Gross profit margins increased 32 basis points in the Company’s specialty category and increased 12 basis points in the Company’s center-of-the-plate category compared to the prior year.
Gross profit margin increased approximately 10 basis points due to improved inventory management and favorable production cost leverage. Gross profit margins increased 43 basis points in our specialty category, or $10.9 million, and decreased 31 basis points in our center-of-the-plate category, or $5.0 million, compared to the prior year.
Additionally, during fiscal 2024, we made voluntary principal prepayments of $14.0 million towards the senior secured term loan. In April 2024, we made a scheduled principal payment of $5.0 million towards the unsecured note issued in connection with the GreenLeaf acquisition. The note is presented under the caption “Finance leases and other financing obligations” in the table above.
In April 2025, the unsecured note issued in connection with our acquisition of Oakville Produce Partners, LLC (“GreenLeaf”) in fiscal 2023 (the “GreenLeaf Note”) matured and we made the final principal payment of $5.0 million. Previously, we made a scheduled principal payment of $5.0 million towards the GreenLeaf Note during fiscal 2024.
In March 2024, we amended our senior secured term loan agreement, which reduced the interest rate spread by 75 basis points on our senior secured term loan facility. In October 2024, we further amended our senior secured term loan agreement, which reduced the interest rate spread by an additional 50 basis points.
In January 2026, we further amended our senior secured term loan agreement to reduce the interest rate spread on our senior secured term loan facility, as well as made voluntary principal prepayments of $5.0 million.
Interest Expense 2024 2023 $ Change % Change Interest expense $ 48,675 $ 45,474 $ 3,201 7.0 % Interest expense increased primarily due to higher average principal amounts of outstanding debt due to an increase in finance leases and amounts drawn on our revolving credit facility and higher rates of interest charged on the variable rate portion of our outstanding debt.
Interest Expense 2025 2024 $ Change % Change Interest expense $ 41,564 $ 48,675 $ (7,111) (14.6) % Interest expense decreased primarily due to lower aggregate principal amounts of debt outstanding (excluding finance leases), lower interest rates and lower losses on debt extinguishment in the current year compared to the prior year.
Estimated inflation was 3.5% in our specialty category and 3.0% in our center-of-the-plate category compared to fiscal 2023. 37 Gross Profit 2024 2023 $ Change % Change Gross profit $ 914,147 $ 814,474 $ 99,673 12.2 % Gross profit margin 24.1 % 23.7 % Gross profit dollars increased primarily as a result of sales growth and price inflation.
Estimated inflation increased sales by $102.2 million, or 4.4% in our specialty category and by $166.7 million, or 11.5% in our center-of-the-plate category compared to fiscal 2024.
Removed
The final purchase price was $88.2 million consisting of $72.2 million paid in cash at closing, $3.6 million paid upon settlement of a net working capital true-up, the issuance of a $10.0 million unsecured note and 75,008 shares of the Company’s common stock with an approximate value of $2.5 million based on the trading price of the Company’s common stock on the date of acquisition.
Added
We offer more than 90,000 stock-keeping units (“SKUs”), ranging from high-quality specialty foods and ingredients to basic ingredients and staples, produce and center-of-the-plate proteins, such as beef, seafood and poultry.
Removed
On March 20, 2023, we acquired substantially all of the assets of Hardie’s F&V, LLC (“Hardie’s”), a specialty produce distributor with operations in Texas.
Added
Recent Acquisition O n October 1, 2025, we 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 $16.5 million and is subject to customary working capital true-ups.
Removed
The final purchase price was approximately $41.4 million, consisting of $38.0 million paid in cash at closing, $0.6 million received upon settlement of a net working capital true-up and an earn-out liability valued at approximately $4.0 million as of the acquisition date. If earned, the earn-out liability could total up to $10.0 million over a two-year period.
Added
The assets acquired consist primarily of inventory, accounts receivable and goodwill and other intangibles and are not material to our consolidated financial statements.
Removed
On November 1, 2022, we 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.
Added
Performance Indicators In assessing the performance of our business, our management team considers a variety of performance and financial measures. The key measures used by our management are discussed below. • Net sales growth.
Removed
The final purchase price was approximately $116.5 million, consisting of $108.7 million paid in cash at closing, $0.2 million paid upon settlement of a net working capital true-up, and an earn-out liability valued at $7.6 million as of the date of acquisition.
Added
The majority of our pricing is set at the time of order and we typically pass cost increases or decreases to our customers. Our ability to fully pass along cost changes and the timing of those changes can cause fluctuations in our gross profit margin.
Removed
The earn-out liability was earned and paid in full during the fourth quarter of fiscal 2023 for a total of $10.0 million.
Added
Also, some of our pricing to customers is based on a cost-plus methodology, which impacts gross profit in periods of cost inflation or deflation. Product Mix. Our gross profit margin is also a function of the product mix of our net sales in any period.
Removed
Over the period from fiscal 2022 through fiscal 2024, we have invested significantly in acquisitions, infrastructure and management.
Added
In assessing our results, we utilize both total and organic growth, which excludes growth from an acquired business until it has been reflected in our results of operations for at least 12 months. We use case count as the volume measurement in our specialty product category and pounds sold as the volume measurement in our center-of-the-plate category. Case count.
Removed
Performance Indicators In addition to evaluating our income from operations, our management team analyzes our performance based on net sales growth, gross profit and gross profit margin. • Net sales growth.
Added
Case count represents the volume of specialty products sold to customers during a given time period. Case growth is calculated by dividing the change in case volumes sold by the number of cases sold in the prior period.
Removed
The discussion of our fiscal 2023 results, compared with fiscal 2022 results, can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 29, 2023.
Added
We define a case as the lowest level of packaged products as received from our suppliers, with one case containing several individually packaged units of the same product. Where individual packaged units are sold separately, case volume is calculated using the case equivalent quantity sold. Pounds sold.
Removed
Our ratio of selling, general and administrative expenses to net sales increased 20 basis points due to increased near-term costs associated with our investments in facilities and acquisitions.
Added
Pounds represent the volume of center-of-the-plate products sold to customers during a given time period. Pounds growth is calculated by dividing the change in pound volumes sold by the number of pounds sold in the prior period. • Other Performance Indicators.
Removed
Additionally, fiscal 2023 reflected an impairment charge on customer relationship intangible assets of $1.8 million related to the loss of a significant Hardie’s customer post-acquisition.
Added
While case count is used for the volume measurement in the specialty category, we also disclose changes in specialty unique customers and specialty placements to provide additional context to our results and to the performance of our business. We define unique customers as the number of customers who purchase product in a given week.
Removed
The share repurchases were funded by our available cash. The remaining share purchase authorization was $82.6 million at December 27, 2024. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. On July 7, 2023, we increased the aggregate commitments on our asset-based loan facility to $300.0 million.
Added
Each customer, regardless of the number of deliveries made during the week, is counted only once. Placements is the sum of the unique SKUs sold per customer, also in a given week.
Removed
On December 13, 2022, we issued $287.5 million aggregate principal amount of 2.375% Convertible Senior Notes (the “2028 Convertible Notes”).
Added
Our customer count and placements measures are subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and we present these measures for historical periods reflecting these adjustments.
Removed
Concurrently with the issuance of the 2028 Convertible Notes, we exchanged or repurchased approximately $158.3 million principal amount of the 2024 Convertible Notes for an aggregate consideration consisting of approximately $159.7 million in cash, which includes accrued interest on the 2024 Convertible Notes, and approximately 324,066 shares of the Company’s common stock.
Added
Organic pounds sold in our center-of-the-plate category decreased 2.2% compared to the prior year, representing a decrease in net sales of $32.5 million, primarily due to our exit from a non-core commodity poultry program in fiscal 2025.
Removed
On August 23, 2022, we refinanced our senior secured term loans in an aggregate principal amount of $300.0 million maturing in August 2029, comprising of a refinancing of the then existing term loans balance of $167.4 million and an incremental borrowing of $132.6 million.
Added
Gross Profit 2025 2024 $ Change % Change Gross profit $ 1,004,090 $ 914,147 $ 89,943 9.8 % Gross profit margin 24.2 % 24.1 % Gross profit dollars increased $85.6 million as a result of year-over-year sales growth which includes inflation and acquisitions, with the remainder of the increase primarily due to improved gross profit margin rates.

… 11 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed0 unchanged
Biggest changeItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk 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. As of December 27, 2024, we had an aggregate $380.0 million of floating-rate indebtedness.
Biggest changeItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk Our exposure to interest rate market risk relates primarily to our long-term debt. 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.
A 100 basis point increase in market interest rates would decrease our after tax earnings by approximately $2.7 million per annum, holding other variables constant. 43
A 100 basis point increase in market interest rates would decrease our after tax earnings by approximately $2.5 million per annum, holding other variables constant. 44

Other CHEF 10-K year-over-year comparisons