Every material Form 8-K Chefs' Warehouse has filed with the SEC since May 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
The Chefs' Warehouse reported third quarter 2026 results for the thirteen weeks ended September 25, 2026. Net sales rose 11.2% to $1.14 billion, GAAP net income was $29.6 million, or $0.67 per diluted share, versus $0.44 a year earlier, and the company raised its fiscal 2026 guidance for net sales, gross profit and adjusted EBITDA.
Net sales rose 11.2% to $1.14 billion from $1.02 billion; organic sales increased $105.4 million, or 10.3%.
GAAP diluted EPS was $0.67 versus $0.44; adjusted diluted EPS was $0.66 versus $0.50.
Adjusted EBITDA was $82.2 million versus $65.1 million a year earlier.
Fiscal 2026 guidance raised to net sales of $4.56 billion to $4.61 billion and adjusted EBITDA of $317 million to $321 million.
On October 15, 2026, Chefs' Warehouse entered into a $675 million senior secured term loan maturing October 15, 2033, and used the proceeds to repay its prior term loan and redeem its 2.375% convertible notes due 2028. Holders of about $287.2 million of those notes converted into cash and 2,671,056 shares of common stock, which the company issued on October 15, 2026. The filing shows higher secured debt and new share issuance for shareholders to weigh.
New $675 million senior secured term loan matures October 15, 2033, at SOFR plus 2.00% or alternate base rate plus 1.00%.
Prior term loan with a $305 million facility was repaid in full, with about $244.7 million of obligations settled, and terminated.
Holders of about $287.2 million of 2.375% convertible notes due 2028 converted, and 2,671,056 conversion shares were issued on October 15, 2026.
Asset-based loan amendment raised the letter of credit sublimit from $50 million to $75 million.
The Chefs' Warehouse reported second quarter 2026 results for the 13 weeks ended June 26, 2026. Net sales rose 12.9% to $1.17 billion, and GAAP net income was $33.8 million, or $0.76 per diluted share, up from $21.2 million, or $0.49, a year earlier. The company also provided fiscal 2026 guidance of $4.50 billion to $4.60 billion in net sales and $305 million to $315 million in adjusted EBITDA.
Net sales rose 12.9% to $1.17 billion from $1.03 billion; organic sales rose $126.1 million, or 12.2%.
GAAP net income was $33.8 million, or $0.76 per diluted share, versus $21.2 million, or $0.49, a year earlier; adjusted net income per share was $0.78 versus $0.52.
Adjusted EBITDA was $88.1 million versus $65.4 million in the second quarter of 2025.
Fiscal 2026 guidance: net sales of $4.50 billion to $4.60 billion, gross profit of $1.102 billion to $1.125 billion, and adjusted EBITDA of $305 million to $315 million.
The Chefs' Warehouse reported first quarter 2026 results for the thirteen weeks ended March 27, 2026. Net sales rose 11.4% to $1.06 billion, GAAP net income rose to $17.4 million, or $0.40 per diluted share, from $10.3 million, or $0.25, a year earlier, and adjusted EBITDA rose to $60.1 million from $47.5 million. The company also provided fiscal 2026 guidance for net sales of $4.35 billion to $4.45 billion and adjusted EBITDA of $276 million to $286 million.
Net sales increased 11.4% to $1.06 billion from $950.7 million; organic sales rose 10.4%.
GAAP net income was $17.4 million, or $0.40 per diluted share, versus $10.3 million, or $0.25, in Q1 2025.
Adjusted EBITDA was $60.1 million versus $47.5 million in Q1 2025.
Fiscal 2026 guidance: net sales of $4.35 billion to $4.45 billion and adjusted EBITDA of $276 million to $286 million.
Director Ivy Brown resigned from the Chefs' Warehouse board effective immediately, citing personal reasons and no disagreement with the company. Her seat will stay vacant, and she will not stand for reelection at the May 8, 2026 annual meeting, with no substitute nominee planned.
Ivy Brown notified the board of her resignation on April 20, 2026, effective immediately.
The company states the resignation was for personal reasons and not due to any disagreement on operations, policies or practices.
Her seat will remain vacant until the board names a new director or reduces the board's size; the annual meeting is May 8, 2026.
Chefs' Warehouse reported fourth-quarter 2025 net sales up 10.5% to $1.14 billion, while GAAP net income fell to $21.7 million from $23.9 million, reflecting an $8.0 million impairment charge on a customer relationship intangible asset. The company also issued fiscal 2026 guidance calling for net sales of $4.35 billion to $4.45 billion and adjusted EBITDA of $276 million to $286 million, which gives shareholders a revenue and profit outlook for the year ahead.
Q4 2025 net sales rose 10.5% to $1.14 billion from $1.03 billion in Q4 2024.
GAAP diluted EPS was $0.50, down from $0.55; adjusted diluted EPS rose to $0.68 from $0.55.
Adjusted EBITDA was $80.3 million, up from $68.2 million a year earlier.
Fiscal 2026 guidance: net sales of $4.35 billion to $4.45 billion; adjusted EBITDA of $276 million to $286 million.
The Chefs' Warehouse reported third-quarter 2025 results for the thirteen weeks ended September 26, 2025, with net sales up 9.6% and GAAP diluted earnings of $0.44 per share, compared with $0.34 a year earlier. The company also raised its fiscal 2025 guidance for net sales, gross profit and adjusted EBITDA, which points to higher expected full-year results for shareholders.
Net sales rose 9.6% to $1,021.3 million from $931.5 million a year earlier
GAAP net income was $19.1 million, or $0.44 per diluted share, versus $14.1 million, or $0.34, in Q3 2024
Adjusted EBITDA was $65.1 million versus $54.5 million; adjusted net income per share was $0.50 versus $0.36
Fiscal 2025 guidance raised: net sales of $4.085 billion to $4.115 billion and adjusted EBITDA of $247 million to $253 million
Chefs' Warehouse reported second-quarter 2025 results for the 13 weeks ended June 27, 2025, with net sales up 8.4% to $1,034.9 million and GAAP diluted EPS of $0.49, versus $0.37 a year earlier. Adjusted EBITDA rose to $65.4 million from $56.2 million, and the company issued full-year 2025 guidance of $4.0 billion to $4.06 billion in net sales and $240 million to $250 million in adjusted EBITDA; the filing does not state whether this guidance changed from prior guidance.
Net sales rose 8.4% to $1,034.9 million in the quarter, from $954.7 million in the second quarter of 2024.
GAAP net income was $21.2 million, or $0.49 per diluted share, versus $15.5 million, or $0.37, a year earlier; adjusted diluted EPS was $0.52 versus $0.40.
Adjusted EBITDA was $65.4 million versus $56.2 million; gross profit margin increased about 59 basis points to 24.6%.
Fiscal 2025 guidance: net sales of $4.0 billion to $4.06 billion, gross profit of $964 million to $979 million, and adjusted EBITDA of $240 million to $250 million.
Chefs' Warehouse entered into Amendment No. 13 to its senior secured term loan credit agreement on June 16, 2025, repricing its term loan B facility. The margin falls from 350 to 300 basis points over term SOFR, and from 250 to 200 basis points over the alternate base rate, which lowers the company's borrowing cost on that debt. The filing says term loans outstanding immediately after the amendment total $253.5 million.
Term SOFR margin reduced from 350 to 300 basis points; alternate base rate margin reduced from 250 to 200 basis points
SOFR floor of 0.50% and scheduled maturity of August 23, 2029 were not changed
Aggregate term loans outstanding immediately after the amendment: $253.5 million
Amendment filed as Exhibit 10.1 to the Form 8-K; Jefferies Finance LLC is administrative agent and collateral agent
Chefs' Warehouse's board decided not to accept director Richard N. Peretz's conditional resignation, so he will remain on the board. Peretz received more votes against his re-election than for it at the 2024 annual meeting, which triggered the company's majority vote policy.
Peretz offered to tender his resignation on May 9, 2025, under the company's majority vote policy.
The Nominating and Governance Committee recommended on May 19, 2025 not to accept the resignation; the board agreed on May 22, 2025.
ISS recommended against Peretz's re-election over attendance below 75% of board and committee meetings; the board said the missed meetings were scheduled before he joined the board.
Peretz has served as a director since March 4, 2024, and did not take part in deliberations on his resignation.
At the May 9, 2025 annual meeting, Chefs' Warehouse stockholders did not give director Richard N. Peretz a majority of votes cast, and he has offered to resign. The Board must decide whether to accept the resignation and disclose its decision within 90 days of May 14, 2025, and stockholders also approved a 1,550,000-share increase to the equity incentive plan.
Richard N. Peretz received 15,655,379 votes for and 16,193,133 against his election.
The Nominating and Governance Committee will recommend whether the Board should accept or reject the resignation.
The Board must publicly disclose its decision and rationale within 90 days of May 14, 2025.
Stockholders approved the 2019 Plan Amendment, which increased the shares available under the plan by 1,550,000.
The Chefs' Warehouse reported first-quarter 2025 results for the thirteen weeks ended March 28, 2025, with net sales up 8.7% and GAAP net income of $10.3 million, or $0.25 per diluted share, versus $1.9 million, or $0.05, a year earlier. The company also issued fiscal 2025 guidance calling for net sales of $3.96 billion to $4.04 billion and adjusted EBITDA of $234 million to $246 million.
Net sales rose 8.7% to $950.7 million from $874.5 million a year earlier.
GAAP net income was $10.3 million, or $0.25 per diluted share, compared with $1.9 million, or $0.05, in the first quarter of 2024.
Adjusted EBITDA was $47.5 million, up from $40.2 million in the first quarter of 2024.
Fiscal 2025 guidance: net sales of $3.96 billion to $4.04 billion; gross profit of $954 million to $976 million; adjusted EBITDA of $234 million to $246 million.
Chefs' Warehouse reported fourth-quarter 2024 net sales of $1,033.6 million, up 8.7% from a year earlier, and GAAP net income of $23.9 million, or $0.55 per diluted share, versus $16.0 million, or $0.38, in the prior-year quarter. The company also issued fiscal 2025 guidance calling for net sales of $3.94 billion to $4.04 billion and adjusted EBITDA of $233 million to $246 million.
Q4 2024 net sales rose 8.7% to $1,033.6 million from $950.5 million
GAAP net income was $23.9 million, or $0.55 per diluted share, vs $16.0 million, or $0.38, in Q4 2023
Adjusted EBITDA was $68.2 million vs $59.0 million; operating income was $46.5 million vs $38.2 million
Fiscal 2025 guidance: net sales of $3.94 billion to $4.04 billion; adjusted EBITDA of $233 million to $246 million
The Chefs' Warehouse reported third-quarter 2024 results for the period ended September 27, 2024. Net sales rose 5.6% to $931.5 million, GAAP net income rose to $14.1 million from $7.3 million, and diluted earnings per share were $0.34 versus $0.19 a year earlier. The company also issued fiscal 2024 guidance of $3.710 billion to $3.775 billion in net sales and $210.0 million to $219.0 million in adjusted EBITDA, but the filing does not state how this compares with prior guidance.
Net sales rose 5.6% to $931.5 million from $881.8 million in the third quarter of 2023.
GAAP net income was $14.1 million, or $0.34 per diluted share, versus $7.3 million, or $0.19 per diluted share, a year earlier.
Adjusted EBITDA was $54.5 million versus $50.3 million; adjusted net income per diluted share was $0.36 versus $0.33.
Fiscal 2024 guidance: net sales of $3.710 billion to $3.775 billion; gross profit of $890.0 million to $906.0 million; adjusted EBITDA of $210.0 million to $219.0 million.
On October 22, 2024, Chefs' Warehouse entered Amendment No. 12 to its senior secured term loan credit agreement, lowering the margin on its term loan B facility from 400 basis points over term SOFR to 350 basis points. The SOFR floor of 0.50% and the August 23, 2029 maturity were unchanged, and $262 million of term loans remain outstanding. The change lowers the company's borrowing cost on this facility, though the filing does not quantify expected savings.
Term loan B margin cut from 400 to 350 basis points over term SOFR (alternate base rate margin cut from 300 to 250 basis points)
Aggregate principal of term loans outstanding after the amendment: $262 million
Adjusted Term SOFR floor of 0.50% and scheduled maturity of August 23, 2029 unchanged
The Chefs' Warehouse reported results for the second quarter ended June 28, 2024, with net sales up 8.3% to $954.7 million and GAAP net income of $15.5 million, or $0.37 per diluted share, compared with $9.9 million, or $0.25, a year earlier. The company also issued fiscal 2024 guidance of $3.665 billion to $3.785 billion in net sales and $208.0 million to $219.0 million in adjusted EBITDA, which shareholders can compare with future results.
Net sales rose 8.3% to $954.7 million from $881.8 million; organic sales grew about 7.2%.
GAAP net income was $15.5 million, or $0.37 per diluted share, versus $9.9 million, or $0.25, in Q2 2023.
Adjusted EBITDA was $56.2 million versus $51.1 million; adjusted net income per share was $0.40 versus $0.35.
Fiscal 2024 guidance: net sales $3.665 billion to $3.785 billion; gross profit $874.0 million to $902.0 million; adjusted EBITDA $208.0 million to $219.0 million.
Chefs' Warehouse amended its March 1, 2024 Cooperation Agreement with activist investor group Legion Partners on May 31, 2024. The amendment makes the board's commitments on director nominations and board size subject to its fiduciary duties, and would free the Legion group to seek election of its nominees if the board declines to act on them.
Amendment dated May 31, 2024 to the Cooperation Agreement dated March 1, 2024
Board's support for Richard N. Peretz and Wendy M. Weinstein as directors is now subject to its fiduciary duties
If the board declines required actions, Legion group may seek director election, solicit proxies and end voting, standstill and non-disparagement obligations
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