The Chefs' Warehouse, Inc. (CHEF) SEC Filings & Earnings Calls

Increased leverage with new $675M term loan, though refinancing reduces near-term refinancing risk.

“New $675 million term loan facility due in 2033; prior $305M term loan repaid.”

Middle East operations still recovering, operating at ~94% of prior year.

“Our Middle East operations are improving gradually as we enter the seasonally slower summer period. During May and June, our business located there operated at approximately 94% of prior year” · word for word

Inflation pass-through timing risk

“Our ability to fully pass along cost changes and the timing of those changes can cause fluctuations in our gross profit margin.” · word for word

Tax rate increase risk

“The increase in the effective tax rate for the thirteen weeks ended June 26, 2026 resulted from increased permanent tax differences related to compensation expense.” · word for word

Extreme weather events and Middle East conflict caused some volatility in business.

“Despite some volatility in business due to extreme weather events and the start of the conflict in the Middle East later in the quarter.” · word for word

Inflation pass-through dependency

“Our ability to fully pass along cost changes and the timing of those changes can cause fluctuations in our gross profit margin.” · word for word

Key Person Dependency

“The Compensation Committee determined that the Retention Bonuses are designed to reinforce leadership continuity... The Compensation Committee approved these awards to reinforce leadership continuity and directly align executive incentives with the creation of substantial shareholder value.” · word for word

Change in Control Risk (Retention Bonus Forfeiture)

“in the event of a change in control of the Company prior to completion of any Performance Period, any unpaid Retention Bonus for such Performance Period and all future Performance Periods will be immediately forfeited, and no payment will be made in respect thereof” · word for word

Concentrated Insider Ownership

“Christopher Pappas... 2,718,509... 6.7%... All directors and executive officers, as a group (13 persons)... 4,525,057... 11.1%”

Consumer discretionary spending sensitivity

“Our business is exposed to reductions in consumer discretionary spending because our target customers operate in the food-away-from-home industry.” · word for word

Food cost volatility

“Volatile food costs may have a direct impact upon our profitability.” · word for word

Labor cost increases

“Because our labor costs... are, as a percentage of revenues, higher than other industries, we may be significantly harmed by labor cost increases.”

Fuel cost volatility

“The high cost of fuel can negatively affect consumer confidence and discretionary spending.” · word for word

Geographic concentration

“Sales in our New York market accounted for approximately 16% of our net sales for fiscal year 2025.” · word for word

Impairment charge on non-core customer relationship intangible asset of $8.0M; exposure to food cost inflation and restaurant demand cyclicality.

“impairment charge on a non-core customer relationship intangible asset of $8.0 million” · word for word

Dilution from convertible notes: ~6.5 million shares could be issued upon conversion.

“approximately 6.5 million shares that could be issued upon conversion of the notes” · word for word

Center-of-the-plate volume decline

“Pounds sold in our center-of-the-plate category decreased 1.1% compared to the prior year quarter, primarily due to our exit from a non-core commodity poultry program in fiscal 2025.” · word for word

Operating cash flow decline

“Net cash provided by operations was $55.4 million for the thirty-nine weeks ended September 26, 2025 compared to $80.1 million for the thirty-nine weeks ended September 27, 2024.” · word for word