Every material Form 8-K Chefs' Warehouse filed with the SEC in 2025, 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 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
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