Chefs' Warehouse, Inc.

(Amounts in thousands, except share and per share amounts)

Note 1 –Operations and Basis of Presentation

Description of Business and Basis of Presentation

The Chefs’ Warehouse, Inc., and its wholly-owned subsidiaries (the “Company”), is a distributor of specialty food and center-of-the-plate products in the United States, the Middle East and Canada. The Company is focused on serving the specific needs of chefs who own and/or operate restaurants, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores.

The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years, the Company will add a fourteenth week to its fourth quarter to more closely align its year-end to the calendar year.

Consolidation

The unaudited condensed consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements and the related interim information contained within the notes to such unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 26, 2025 filed as part of the Company’s Annual Report on Form 10-K (the “2025 Form 10-K”).

The unaudited condensed consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s 2025 Form 10-K, and in the opinion of management, include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations and other factors, the results of operations for the thirteen and twenty-six weeks ended June 26, 2026 are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates.

Note 2 –Summary of Significant Accounting Policies

Revenue Recognition

The following table presents the Company’s net sales disaggregated by principal product category:

The Company determines its product category classification based on how the Company currently markets its products to its customers. The Company’s definition of its principal product categories may differ from the way in which other companies present similar information. Net sales by product category may include estimates of product mix for certain locations that are not yet fully integrated into the Company’s sales reporting system as of the reporting date.

Note 3 –Net Income per Share

Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share adjusts basic net income per share for all the potentially dilutive shares outstanding during the period. When the Company’s convertible notes are dilutive, interest on the convertible notes, net of tax, is added back to net income in order to calculate diluted earnings available to common shareholders.

The following table sets forth the computation of basic and diluted net income per common share:

Reconciliation of net income per common share:

Potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive are as follows:

Note 4 –Fair Value Measurements

Fair Value of Financial Instruments

The carrying amounts reported in the Company’s condensed consolidated balance sheets for accounts receivable and accounts payable approximate fair value due to their immediate to short-term nature. The fair values of the asset-based loan facility and term loan approximated their book values as of June 26, 2026 and December 26, 2025, as these instruments had variable interest rates that reflected current market rates available to the Company and are classified as Level 2 fair value measurements.

The following table presents the carrying value and fair value of the Company’s convertible notes and its unsecured note issued in connection with the acquisition of Italco Food Products (“Italco”) in fiscal 2025 (“Italco Note”). The fair value of the Company’s 2028 Convertible Senior Notes was based on bid/ask quotes as of or near the balance sheet date. The fair value of the Italco Note was determined based upon observable market prices of similar debt instruments.

Note 5 –Inventories

Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence to approximate their net realizable value totaling $12,318 and $10,520 at June 26, 2026 and December 26, 2025, respectively.

Note 6 –Property and Equipment

Property and equipment is net of accumulated depreciation and amortization of $201,614 and $178,931 at June 26, 2026 and December 26, 2025, respectively.

Note 7 –Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill are presented as follows:

(1) Reflects net working capital and measurement period adjustments related to a prior year acquisition.

Other intangible assets are net of accumulated amortization of $200,796 and $189,625 as of June 26, 2026 and December 26, 2025, respectively. Amortization expense for other intangible assets was $5,520 and $6,009 for the thirteen weeks ended June 26, 2026 and June 27, 2025, respectively, and $11,171 and $12,103 for the twenty-six weeks ended June 26, 2026 and June 27, 2025, respectively.

Note 8 –Debt Obligations

Debt obligations as of June 26, 2026 and December 26, 2025 consisted of the following:

Senior Secured Term Loan Credit Facility

In January 2026 and June 2025, the Company entered into amendments to its senior secured term loan agreement, which reduced the interest rate spread on its senior secured term loan facility. Arrangement fees and third-party transaction costs were expensed as incurred and included ininterest expense andother operating expenses, respectively, within the Company’s condensed consolidated statements of operations. Additionally, during the twenty-six weeks ended June 26, 2026 and June 27, 2025, the Company made voluntary principal prepayments totaling $5,000 and $5,000, respectively, towards the senior secured term loan. In connection with the prepayments, the Company wrote off unamortized deferred financing fees, which were included ininterest expense within the Company’s condensed consolidated statements of operations.

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

Asset-Based Loan Facility

As of June 26, 2026, the Company had reserved $44,356 of its asset-based loan facility (“the ABL”) for the issuance of letters of credit and funds totaling $185,644 were available for borrowing under the ABL.

Convertible Notes

The net carrying value of the Company’s 2028 convertible senior notes as of June 26, 2026 and December 26, 2025 was:

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

Note 9 –Stockholders’ Equity

Equity Awards

The following table reflects the activity of RSAs and RSUs during the twenty-six weeks ended June 26, 2026:

The Company granted 439,275 RSAs and RSUs to its employees and directors at a weighted average grant date fair value of $72.71 during the twenty-six weeks ended June 26, 2026. These awards are a mix of time-, market- and performance-based grants that generally vest over a range of periods up tofive years. The Company recognized expense on its RSAs and RSUs totaling $6,304 and $4,223 during the thirteen weeks ended June 26, 2026 and June 27, 2025, respectively, and $10,443 and $8,344 during the twenty-six weeks ended June 26, 2026 and June 27, 2025, respectively. No share-based compensation expense has been capitalized.

At June 26, 2026, the total unrecognized compensation cost for unvested RSAs and RSUs was $40,196 and the weighted-average remaining period was approximately 1.9 years. Of this total, $24,959 related to awards with time-based vesting provisions and $15,237 related to awards with performance- and market-based vesting provisions. At June 26, 2026, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs and RSUs were approximately 1.8 years and 2.0 years, respectively.

Share Repurchase Program

In November 2023, the Company announced atwo-year share repurchase program in an amount up to $100,000. In February 2026, the board of directors authorized the extension of the share repurchase program forten years, subject to that same $100,000 limit. The remaining share purchase authorization was $57,617 at June 26, 2026. The Company is not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.

Note 10 –Income Taxes

The Company’s effective tax rate was 31.4% and 28.0% for the thirteen weeks ended June 26, 2026 and June 27, 2025, respectively, and 28.9% and 24.9% for the twenty-six weeks ended June 26, 2026 and June 27, 2025, respectively. Both periods include the impact of a discrete item related to a tax benefit from the vesting of stock awards. The effective tax rate otherwise varies from the 21% statutory rate primarily due to state taxes and permanent adjustments.

As a result of a five year carryback allowed under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the Company carried back its 2020 federal income tax loss, which resulted in an income tax refund receivable of $27,670 as of June 26, 2026. The receivable is reflected inprepaid expenses and other current assets on the Company’s condensed consolidated balance sheet.

Note 11 –Segment Information

The Company’s business consists ofthree operating segments: East, Midwest and West that aggregate intoone reportable segment, foodservice distribution, which is concentrated primarily in the United States.

The accounting policies of the foodservice distribution segment are the same as those for the consolidated company. The Company’s chief operating decision maker, who is the Company’s chief executive officer, uses gross profit as the measure of profit or loss to assess segment performance and allocate resources.

Consolidated gross profit, reported on the statement of operations and comprehensive income, is used to evaluate whether to reinvest profits into the foodservice distribution segment or into other parts of the entity, such as for acquisitions or to repurchase its common shares. Additionally, gross profit is used to monitor budget versus actual results and in competitive analysis by benchmarking to the Company’s competitors. Consolidated total assets, reported on the balance sheet, is the measure of segment assets.

The following table presents information about the Company’s foodservice distribution segment:

(1)The Company’s revenue is disaggregated by geographic area based on sales office location. No country outside of the United States had revenue greater than 10% of consolidated revenue for the thirteen and twenty-six weeks ended June 26, 2026 and June 27, 2025.

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

(3)Food processing costs include, but are not limited to, direct labor and benefits, applicable overhead and depreciation of equipment and facilities used in food processing activities.

(4)Food processing costs included $236 and $257 of depreciation expense for the thirteen weeks ended June 26, 2026 and June 27, 2025, respectively, $478 and $518 for the twenty-six weeks ended June 26, 2026 and June 27, 2025, respectively.

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

Note 12 –Supplemental Disclosures of Cash Flow Information