UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifica ...

Core Insights - The Chefs' Warehouse, Inc. (NASDAQ:CHEF) reported Q4 revenue of $1.14 billion, exceeding the consensus estimate of $1.1 billion, indicating strong business activity and demand during the holiday season [1][6] - The company anticipates FY26 revenue between $4.35 billion and $4.45 billion, slightly above the consensus of $4.4 billion, reflecting ongoing growth momentum [2] - Benchmark raised its price target for The Chefs' Warehouse to $84 from $79, maintaining a Buy rating due to strong underlying business momentum [2] Financial Performance - Q4 revenue reached $1.14 billion, surpassing the consensus of $1.1 billion, showcasing effective execution in both domestic and international markets [1][6] - The projected FY26 revenue range is $4.35 billion to $4.45 billion, indicating a positive outlook for the company's financial performance [2] Market Position - The company is experiencing consistent growth in market share, with year-over-year organic volume growth, unique item placements, and new customer acquisitions [1] - The Chefs' Warehouse distributes specialty food and center-of-the-plate products across the United States, the Middle East, and Canada, highlighting its broad market reach [3]

Group 1 - The article does not provide any relevant content regarding the company or industry [1]

Core Insights - Chefs' Warehouse reported a 10.5% increase in net sales for Q4 2025, reaching $1.143 billion, driven by organic sales growth of approximately 9.7% and a 0.8% contribution from acquisitions [2][7] - The company anticipates net sales for 2026 to be between $4.35 billion and $4.45 billion, with adjusted EBITDA projected at $276 million to $286 million [5][17] - Management highlighted strong demand in the upscale dining segment and continued market share gains, despite challenges from the elimination of non-core programs in Texas [4][3] Financial Performance - Gross profit increased by 10.2% to $276.6 million, while gross margin slightly decreased to 24.2% [11] - Adjusted EBITDA for Q4 was $80.3 million, up from $68.2 million in the prior year, reflecting efficiency gains [14][7] - Selling, general, and administrative expenses rose by 8.9% to $225.2 million, primarily due to increased compensation and benefits [12] Inflation and Pricing Metrics - Net inflation for the quarter was reported at 8.3%, with center-of-the-plate inflation at 16.1% and specialty inflation at 3.4% [8][10] - Excluding the impact of the Texas poultry program exit, center-of-the-plate inflation would have been approximately 9.5% [10][6] - Specialty inflation, adjusted for cross-sell effects, would have been around 0.8% [10] Capital Structure and Liquidity - As of the end of Q4 2025, total liquidity was $280.5 million, with net debt approximately $529.5 million, resulting in a net debt to adjusted EBITDA ratio of about 2.1x [15][16] - The company completed a term loan repricing, reducing the fixed spread above SOFR from 3.0% to 2.5% [15] Strategic Priorities and Investments - Management's capital allocation strategy for 2026 includes maintaining liquidity for acquisitions, strengthening the balance sheet, and opportunistic share buybacks [19] - The company plans to invest in facilities and growth markets, particularly in Colorado and Texas, to enhance operational efficiency and market presence [20] - Chefs' Warehouse is also focusing on technology and advanced analytics to improve customer insights and operational efficiency [21]

Core Viewpoint - Chefs' Warehouse (CHEF) reported quarterly earnings of $0.68 per share, exceeding the Zacks Consensus Estimate of $0.62 per share, and showing an increase from $0.55 per share a year ago, indicating a positive earnings surprise of +9.68% [1] Financial Performance - The company achieved revenues of $1.14 billion for the quarter ended December 2025, surpassing the Zacks Consensus Estimate by 4.38%, and up from $1.03 billion in the same quarter last year [2] - Chefs' Warehouse has consistently outperformed consensus EPS and revenue estimates over the last four quarters [2] Stock Performance - Chefs' Warehouse shares have increased approximately 4.9% since the beginning of the year, compared to a 1.4% gain in the S&P 500 [3] Future Outlook - The company's earnings outlook will be crucial for future stock performance, with current consensus EPS estimates of $0.30 for the upcoming quarter and $2.22 for the current fiscal year [7] - The Zacks Rank for Chefs' Warehouse is currently 4 (Sell), indicating expectations of underperformance in the near future [6] Industry Context - The Food - Miscellaneous industry, to which Chefs' Warehouse belongs, is currently ranked in the bottom 23% of over 250 Zacks industries, suggesting potential challenges ahead [8] - Another company in the same industry, Flowers Foods (FLO), is expected to report a quarterly earnings decline of -27.3% year-over-year, with revenues projected at $1.23 billion, reflecting a 10.9% increase from the previous year [9][10]

Financial Data and Key Metrics Changes - Net sales for Q4 2025 increased approximately 10.5% to $1.143 billion from $1.034 billion in Q4 2024, driven by a 9.7% increase in organic sales and a 0.8% contribution from acquisitions [12][15] - Gross profit increased 10.2% to $276.6 million, with gross profit margins decreasing approximately 8 basis points to 24.2% [15] - Adjusted EBITDA for Q4 2025 was $80.3 million, compared to $68.2 million for the prior year [17] - Adjusted net income was $29.9 million or $0.68 per diluted share for Q4 2025, compared to $23.9 million or $0.55 per diluted share for Q4 2024 [17] Business Line Data and Key Metrics Changes - Organic specialty sales grew 6.4% year-over-year, driven by unique placement growth of 4.2% and reported specialty case growth of 3.3% [7] - Excluding the Texas Produce Processing and Packaging Program, specialty case growth was 5.4% compared to the prior year [8] - Pounds in Center of the Plate were approximately 2.4% lower than the prior year, but excluding the Texas Commodity Poultry Program attrition, growth was 7.5% higher [8] Market Data and Key Metrics Changes - Net inflation was 8.3% in Q4 2025, with 3.4% inflation in the specialty category and 16.1% in the center of plate category [13] - Excluding the impact of the Commodity Poultry Program attrition, net inflation in center of the plate was 9.5% [13] Company Strategy and Development Direction - The company aims to continue growing market share and expanding its customer base, focusing on upscale casual to higher-end dining [5][29] - Investments in distribution center capacity expansion and facility consolidation are ongoing, with a focus on operational efficiency and talent acquisition [10][11] - The company is cautiously optimistic about overcoming challenges such as inflation and tariff noise, leveraging a diversified portfolio of suppliers [29] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strong performance of January 2026 despite challenges from winter weather, indicating a strong recovery in February [21] - The company anticipates revenue growth of 6%-8% for 2026, with a focus on maintaining operating expense leverage [37] - Management remains optimistic about the M&A environment, looking for strategic opportunities while maintaining a strong balance sheet [51][52] Other Important Information - The company achieved over $4 billion in revenue for the first time in its history, with a full-year organic revenue growth of 9.1% [10] - Total liquidity at the end of Q4 2025 was $280.5 million, with net debt to adjusted EBITDA at approximately 2.1 times [18] Q&A Session Summary Question: How have year-to-date sales tracked versus expectations given the winter weather? - Management reported that January was strong, and the storm only temporarily impacted the first week of February, with a strong recovery in the second week [21] Question: Can you discuss the drivers of operating expense leverage? - Management indicated that gross profit margins are expected to remain flat, focusing on growing gross profit dollars higher than adjusted operating expenses [23] Question: What are the biggest challenges or uncertainties for 2026? - Management highlighted inflation, tariff noise, and the need for continued growth as key challenges, but expressed cautious optimism due to a diversified customer base [29] Question: What are the capital allocation priorities for 2026? - Management aims to keep dry powder for potential acquisitions while also returning cash to shareholders opportunistically [31] Question: Any notable regional performance variances? - Management reported strong performance across key markets, including California, Texas, and Florida, with ongoing investments in facilities and sales force [41][42] Question: How is the company leveraging AI for dynamic pricing and customer behavior analysis? - Management stated that AI is ingrained in operations, continuously improving insights into customer behavior and operational efficiencies [49] Question: What is the outlook for the M&A environment? - Management remains cautious but optimistic about finding strategic M&A opportunities that align with the company's growth objectives [51][52]

Financial Data and Key Metrics Changes - Net sales for Q4 2025 increased approximately 10.5% to $1.143 billion from $1.034 billion in Q4 2024, driven by a 9.7% increase in organic sales and a 0.8% contribution from acquisitions [12][15] - Gross profit increased 10.2% to $276.6 million, with gross profit margins decreasing approximately 8 basis points to 24.2% [15] - Adjusted EBITDA for Q4 2025 was $80.3 million, compared to $68.2 million for the prior year [17] - Adjusted EPS grew 29% versus 2024, reaching $0.68 per diluted share [10][17] Business Line Data and Key Metrics Changes - Organic specialty sales were up 6.4% year-over-year, driven by unique placement growth of 4.2% and reported specialty case growth of 3.3% [7] - Excluding the Texas Produce Processing and Packaging Program, specialty case growth was 5.4% compared to the prior year quarter [8] - Pounds in Center-of-the-Plate were approximately 2.4% lower than the prior year, but excluding the Texas Commodity Poultry Program attrition, growth was 7.5% higher [8] Market Data and Key Metrics Changes - Net inflation was 8.3% in Q4, with 3.4% inflation in the specialty category and 16.1% in the center-of-plate category [13] - Excluding the impact of the Commodity Poultry Program attrition, net inflation in center-of-the-plate was 9.5% [13] Company Strategy and Development Direction - The company aims to continue growing market share and expanding its customer base, focusing on upscale casual to higher-end dining [5][6] - Investments in distribution center capacity expansion and facility consolidation are ongoing, with a focus on operational efficiency and talent development [10][11] - The company is cautiously optimistic about overcoming challenges such as inflation and tariffs, leveraging a diversified portfolio of suppliers [29][51] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strong performance of customers and the overall market, despite challenges posed by weather and inflation [21][29] - The company anticipates revenue growth of 6%-8% for 2026, with a focus on maintaining operating leverage and managing inflation [37][39] Other Important Information - The company achieved over $4 billion in revenue for the first time in its history, with a full-year organic revenue growth of 9.1% [10] - Total liquidity at the end of Q4 was $280.5 million, with net debt to adjusted EBITDA at approximately 2.1x [18] Q&A Session Summary Question: How have year-to-date sales tracked versus expectations given the winter weather? - Management noted that January was strong, and while the storm impacted the first week of February, sales bounced back in the following week [21] Question: Can you discuss the drivers of operating expense leverage? - Management indicated that gross profit margins are expected to remain flat, focusing on growing gross profit dollars higher than adjusted operating expenses [23] Question: What challenges or uncertainties does management foresee for 2026? - Management highlighted inflation, tariffs, and market volatility as potential challenges but expressed confidence in the company's diversified portfolio [29] Question: What are the capital allocation priorities for 2026? - Management aims to keep dry powder for acquisitions while also considering share buybacks and strengthening the balance sheet [31] Question: Any notable regional performance variances? - Management reported strong performance across key markets like California, Texas, and Florida, with ongoing investments in facilities and sales teams [41] Question: How is the company leveraging AI for customer insights? - Management stated that AI is integrated into daily operations, enhancing customer behavior analysis and operational efficiency [48] Question: What is the outlook for M&A activity? - Management remains cautious but optimistic about finding strategic M&A opportunities that align with the company's growth strategy [50][52]

Financial Data and Key Metrics Changes - Net sales for Q4 2025 increased approximately 10.5% to $1.143 billion from $1.034 billion in Q4 2024, driven by a 9.7% increase in organic sales and a 0.8% contribution from acquisitions [11][12] - Gross profit increased 10.2% to $276.6 million, while gross profit margins decreased approximately 8 basis points to 24.2% [13] - Adjusted EBITDA for Q4 2025 was $80.3 million, compared to $68.2 million for the prior year [16] - GAAP net income was $21.7 million, or $0.50 per diluted share, compared to $23.9 million, or $0.55 per diluted share for Q4 2024 [16] Business Line Data and Key Metrics Changes - Organic specialty sales grew 6.4% year-over-year, driven by unique placement growth of 4.2% and reported specialty case growth of 3.3% [5][6] - Excluding the Texas Produce Processing and Packaging Program, specialty case growth was 5.4% compared to the prior year quarter [6] - Pounds in Center of the Plate were approximately 2.4% lower than the prior year, but excluding the Texas program attrition, growth was 7.5% higher [7] Market Data and Key Metrics Changes - Net inflation was 8.3% in Q4 2025, with 3.4% inflation in the specialty category and 16.1% in the center of plate category [12] - The company experienced strong growth in various markets, particularly in upscale casual and higher-end dining segments [4] Company Strategy and Development Direction - The company aims to continue growing market share and expanding its customer base while focusing on operational efficiency and investment in technology [4][10] - There is a commitment to maintaining a diversified portfolio of suppliers and customers to mitigate risks associated with tariffs and commodity volatility [27][49] - The company plans to keep dry powder for potential acquisitions while also returning cash to shareholders opportunistically [28][32] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about the business environment, noting strong customer performance and growth in hotel bookings [26][27] - The company anticipates a revenue growth of 6%-8% for 2026, with inflation expected to normalize between 2%-4% [35] - Management highlighted the importance of leveraging technology and improving operational efficiencies to enhance profitability [72] Other Important Information - The company achieved 9.1% full-year organic revenue growth, exceeding $4 billion in revenue for the first time [9] - Adjusted EBITDA margin for the year was 6.2%, with a 29% growth in adjusted EPS compared to 2024 [9] Q&A Session Summary Question: How have year-to-date sales tracked versus expectations given the winter weather? - Management noted that January was strong despite being seasonally weak, and the storm only temporarily impacted the first week of February, with a strong recovery in the second week [20] Question: Can you discuss the drivers of operating expense leverage? - Management indicated that gross profit margins are expected to remain flat, focusing on growing gross profit dollars higher than adjusted operating expenses [21] Question: What challenges or uncertainties does management foresee for 2026? - Management mentioned inflation, tariff noise, and the need to maintain a diversified customer base as potential challenges [26] Question: What are the capital allocation priorities for 2026? - Management aims to keep dry powder for acquisitions while also strengthening the balance sheet and returning cash to shareholders [28] Question: Are there notable regional performance variances? - Management reported strong performance across key markets, including California, Texas, and Florida, with ongoing investments in facilities and sales teams [37] Question: How is AI being utilized in the business? - Management stated that AI is integrated into daily operations, improving customer insights and operational efficiencies [45] Question: What is the outlook for M&A activity? - Management remains cautious but optimistic about potential M&A opportunities that align with strategic goals [48]

Fourth Quarter 2025 Earnings Presentation The Chefs' Warehouse, Inc. 1 Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this presentation regarding the business of The Chefs' Warehouse, Inc. (the "Company") that are not historical facts are "forward-looking statements" that involve risks and uncertainties and are based on current expectations and management estimates; actual results may differ materially. The risks and uncertainties which ...

Financial Performance - Net sales for Q4 2025 increased by 10.5% to $1.14 billion from $1.03 billion in Q4 2024[5] - Organic sales rose by $99.9 million, or 9.7%, compared to the prior year quarter[5] - Gross profit increased by 10.2% to $276.6 million, with gross profit margins decreasing to 24.2%[6] - Selling, general and administrative expenses rose by approximately 8.9% to $225.2 million, representing 19.7% of net sales[7] - GAAP net income for Q4 2025 was $21.7 million, or $0.50 per diluted share, compared to $23.9 million, or $0.55 per diluted share, in Q4 2024[9] - Adjusted EBITDA for Q4 2025 was $80.3 million, up from $68.2 million in Q4 2024[12] - Net sales for the thirteen weeks ended December 26, 2025, were $1,142,564, an increase of 10.6% compared to $1,033,568 for the same period in 2024[24] - Gross profit for the fifty-two weeks ended December 26, 2025, was $1,004,090, representing a 9.8% increase from $914,147 in 2024[24] - Net income for the fifty-two weeks ended December 26, 2025, was $72,361, up 30.5% from $55,479 in 2024[24] - Adjusted net income for the fifty-two weeks ended December 26, 2025, was $82,604, a 32.9% increase from $62,163 in 2024[33] - EBITDA for the fifty-two weeks ended December 26, 2025, was $223,236, compared to $193,141 in 2024, reflecting a growth of 15.6%[29] - Operating income for the fifty-two weeks ended December 26, 2025, was $145,106, a 13.2% increase from $128,207 in 2024[24] Future Projections - The company expects full-year 2026 net sales in the range of $4.35 billion to $4.45 billion[16] - Gross profit for 2026 is projected to be between $1.053 billion and $1.076 billion[16] - Adjusted EBITDA for 2026 is forecasted to be between $276 million and $286 million[16] - Net income guidance ranges from $88,000 to $92,000[35] - Provision for income tax expense is estimated between $34,000 and $36,000[35] - Depreciation and amortization of property and equipment is projected at $85,000 to $87,000[35] - Interest expense is expected to be in the range of $41,000 to $42,000[35] - EBITDA guidance is set between $248,000 and $257,000[35] - Adjusted EBITDA is forecasted to be between $276,000 and $286,000[35] Asset and Expense Management - Total assets increased to $2,028,007 as of December 26, 2025, from $1,858,691 in 2024, marking an increase of 9.1%[26] - Cash and cash equivalents at the end of the period were $120,982, up from $114,655 in 2024, indicating a growth of 5.5%[27] - The company incurred capital expenditures of $41,426 for the fifty-two weeks ended December 26, 2025, down from $49,506 in 2024, a decrease of 16.5%[28] - The company reported a diluted adjusted net income per share of $1.90 for the fifty-two weeks ended December 26, 2025, compared to $1.47 in 2024, an increase of 29.3%[33] - The company reported an impairment charge of $8.0 million in Q4 2025 related to a non-core customer relationship intangible asset[10] Operating Expenses - Stock compensation expense is estimated at $23,500 to $24,000[35] - Duplicate rent costs are expected to remain at $3,500[35] - Other operating expenses are projected to be between $1,000 and $1,500[35]