RIDGEFIELD, Conn., Oct. 28, 2026 (GLOBE NEWSWIRE) -- The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (the “Company” or “Chefs’”), a premier distributor of specialty food products in the United States, the Middle East, and Canada, today reported financial results for its third quarter ended September 25, 2026.

Financial highlights for the third quarter of 2026:

  • Net sales increased 11.2% to $1.14 billion for the third quarter of 2026 from $1.02 billion for the third quarter of 2025.
  • GAAP net income was $29.6 million, or $0.67 per diluted share, for the third quarter of 2026 compared to $19.1 million, or $0.44 per diluted share, in the third quarter of 2025.
  • Adjusted net income per share1 was $0.66 for the third quarter of 2026 compared to $0.50 for the third quarter of 2025.
  • Adjusted EBITDA1 was $82.2 million for the third quarter of 2026 compared to $65.1 million for the third quarter of 2025.

“Revenue trends displayed typical seasonal cadence through the third quarter of 2026, building from the summer months into September with strong year-over-year growth. Our regional Chefs’ Warehouse teams delivered excellent execution across markets and product categories – driving strong growth in revenue and gross profit dollars; as well as continued progress increasing relevance with our customer base with solid year-over-year growth in unique item placements and unique customers. Our Middle East operations continue to operate effectively in a challenging environment. Revenue trends in recent weeks have been approximately 100% of prior-year, as food-away-from-home activity is supported by local residents and ex-patriots returning from the summer off-season”, said Christopher Pappas, Chairman and Chief Executive of the Company. “Momentum continued into October, and as we head into the busy holiday season, I would like to thank all our Chefs’ Warehouse teams, from sales, procurement and operations to all the supporting functions, for their dedication and commitment to delivering our diverse, high-quality product, and service, in partnership with our suppliers and customers and the communities we serve.”

Third Quarter Fiscal 2026 Results

Net sales for the third quarter of 2026 increased 11.2% to $1.14 billion from $1.02 billion in the third quarter of 2025. Organic sales increased $105.4 million, or 10.3% versus the prior year quarter. Sales growth of $8.7 million, or 0.9%, was primarily a result of acquisitions. Organic case count increased approximately 6.1% in the Company’s specialty category for the third quarter of 2026 with unique customer and placement increases of 4.4% and 7.2% respectively, compared to the third quarter of 2025. Organic pounds sold in the Company’s center-of-the-plate category increased approximately 6.6% for the third quarter of 2026 compared to the prior year quarter.

Gross profit increased 15.0% to $284.3 million for the third quarter of 2026 from $247.2 million for the third quarter of 2025. The increase in gross profit dollars was primarily a result of increased sales volumes, price inflation and acquisitions. Gross profit margins increased approximately 84 basis points to 25.0%. Gross profit margins increased 63 basis points in the Company’s specialty category and increased 137 basis points in the center-of-the-plate category.

Selling, general and administrative expenses increased by approximately 12.1% to $233.4 million for the third quarter of 2026 from $208.1 million for the third quarter of 2025. The increase was primarily due to higher costs associated with compensation and benefits, facilities and distribution to support sales growth, fuel costs, as well as higher depreciation expense driven by facility and fleet investments. As a percentage of net sales, selling, general and administrative expenses were 20.6% in the third quarter of 2026 compared to 20.4% in the third quarter of 2025.

Operating income for the third quarter of 2026 was $51.5 million compared to $38.9 million for the third quarter of 2025. The increase in operating income was driven primarily by higher gross profit, partially offset by higher selling, general and administrative expenses, as discussed above. As a percentage of net sales, operating income was 4.4% in the third quarter of 2026 as compared to 3.8% in the third quarter of 2025.

Interest expense decreased to $9.0 million for the third quarter of 2026 compared to $10.5 million for the third quarter of 2025. The decrease was primarily due to lower aggregate principal amounts of debt outstanding and lower interest rates in the current period compared to the prior year quarter.

The Company’s effective tax rate was 30.3% and 32.6% for the third quarters of 2026 and 2025, respectively. The effective rate for the third quarter of 2026 includes a discrete tax benefit related to the vesting of stock awards.

Net income for the third quarter of 2026 was $29.6 million, or $0.67 per diluted share, compared to $19.1 million, or $0.44 per diluted share, for the third quarter of 2025.

Adjusted EBITDA1 was $82.2 million for the third quarter of 2026 compared to $65.1 million for the third quarter of 2025. For the third quarter of 2026, adjusted net income1 was $29.5 million, or $0.66 per diluted share compared to adjusted net income of $21.5 million, or $0.50 per diluted share for the third quarter of 2025.

2026 Guidance

We are raising our fiscal 2026 full year financial guidance as follows:

  • Net sales in the range of $4.56 billion to $4.61 billion,
  • Gross profit to be between $1.130 billion and $1.140 billion and
  • Adjusted EBITDA1 to be between $317 million and $321 million.

Third Quarter 2026 Earnings Conference Call

The Company will host a conference call to discuss third quarter 2026 financial results today at 8:30 a.m. ET. Hosting the call will be Chris Pappas, chairman and chief executive officer, and Jim Leddy, chief financial officer. The conference call will be webcast live from the Company’s investor relations website at http://investors.chefswarehouse.com. An online archive of the webcast will be available on the Company’s investor relations website.

Non-GAAP Financial Measures

We present EBITDA, adjusted EBITDA, adjusted net income and adjusted net income per share, as well as forecasted EBITDA and adjusted EBITDA ranges, which are not measurements determined in accordance with the U.S. Generally Accepted Accounting Principles (“GAAP”), because we believe these measures provide additional metrics to evaluate our operations and our forecasted results and which we believe, when considered with both our GAAP results and the reconciliation to net income and net income available to common shareholders, provide a more complete understanding of our business than could be obtained absent this disclosure. We use EBITDA, adjusted EBITDA, adjusted net income and adjusted net income per share together with financial measures prepared in accordance with GAAP, such as revenue and cash flows from operations, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. The use of EBITDA, adjusted EBITDA, adjusted net income and adjusted net income per share as performance measures permits a comparative assessment of our operating performance relative to our GAAP performance while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies.

Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance.

Please see the schedules accompanying this earnings release for a reconciliation of EBITDA, adjusted EBITDA, adjusted net income and adjusted net income per share to these measures’ most directly comparable GAAP measure.

Forward-Looking Statements

Statements in this press release regarding the Company’s business 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 could impact these statements include, but are not limited to the following: our success depends to a significant extent upon general economic conditions, including disposable income levels and changes in consumer discretionary spending; the relatively low margins of our business, which are sensitive to inflationary and deflationary pressures and intense competition; changes in our credit profile and any effect they may have on our relationships with suppliers; the effects of rising costs for and/or decreases in supply of commodities, ingredients, packaging, other raw materials, distribution and labor; price reductions by our manufacturers of products that we sell which could cause the value of our inventory to decline or our customers to demand lower sales prices; fuel cost volatility and its impact on distribution, packaging and energy costs; our continued ability to promote our brand successfully, to anticipate and respond to new customer demands, and to develop new products and markets to compete effectively; our ability and the ability of our supply chain partners to continue to operate distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; risks associated with the expansion of our business; our possible inability to identify new acquisitions or to integrate recent or future acquisitions, or our failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions; other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that customers could lose confidence in the safety and quality of certain food products; new information or attitudes regarding diet and health or adverse opinions about the health effects of the products we distribute; dependence on independent certifications for products; changes in disposable income levels and consumer purchasing habits; competitors’ pricing practices and promotional spending levels; fluctuations in the level of our customers’ inventories and credit and other related business risks; and the risks associated with third-party suppliers, including the risk that any failure by one or more of our third-party suppliers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain products or injure our reputation; our ability to recruit and retain senior management and a highly skilled and diverse workforce; unanticipated expenses, including, without limitation, litigation or legal settlement expenses, adverse judgments, or impairment charges; the cost and adequacy of our insurance policies; the impact and effects of public health crises, pandemics and epidemics and the adverse impact thereof on our business, financial condition, and results of operations; economic and other developments, or events, including adverse weather conditions, in the culinary markets in which we operate; information technology system failures, cybersecurity incidents, or other disruptions to our use of technology and networks; our ability to realize the benefits we anticipate from investments in information technology; our ability to protect our intellectual property; significant governmental regulation and any potential failure to comply with such regulations; changing rules, public disclosure regulations and stakeholder expectations on ESG-related matters; federal, state, provincial and local tax rules in the United States and the foreign countries in which we operate, including tax reform and legislation; climate change, or the legal, regulatory or market measures being implemented to address climate change; the concentration of ownership among our existing executive officers, directors and their affiliates which may prevent new investors from influencing significant corporate decisions; risks relating to our substantial indebtedness; our ability to raise additional capital and/or obtain debt or other financing, on commercially reasonable terms or at all; our ability to meet future cash requirements, including the ability to access financial markets effectively and maintain sufficient liquidity; the effects of currency movements in the jurisdictions in which we operate as compared to the U.S. dollar; and the effects of international trade disputes, tariffs, quotas and other import or export restrictions on our international procurement, sales and operations. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. A more detailed description of these and other risk factors is contained in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026 and other reports filed by the Company with the SEC since that date. The Company is not undertaking to update any information until required by applicable laws. Any projections of future results of operations are based on a number of assumptions, many of which are outside the Company’s control and should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so.

About The Chefs’ Warehouse

The Chefs’ Warehouse, Inc. (http://www.chefswarehouse.com) is a premier distributor of specialty food products in the United States, the Middle East and Canada focused on serving the specific needs of chefs who own and/or operate some of the nation’s leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores. The Chefs’ Warehouse, Inc. carries and distributes more than 90,000 products to more than 55,000 customer locations throughout the United States, the Middle East and Canada.

Contact:
Investor Relations
Jim Leddy, CFO, (718) 684-8415

1 Earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, adjusted net income and adjusted net income per share are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of EBITDA, Adjusted EBITDA, adjusted net income and adjusted net income per share to these measures’ most directly comparable GAAP measure.

 
 
THE CHEFS’ WAREHOUSE, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands except share amounts and per share data)
 
  Thirteen Weeks Ended  Thirty-Nine Weeks Ended
  September 25,
2026
 September 26,
2025
 September 25,
2026
 September 26,
2025
Net sales $1,135,379  $1,021,319 $3,363,002  $3,006,973
Cost of sales  851,044   774,128  2,528,412   2,279,448
Gross profit  284,335   247,191  834,590   727,525
         
Selling, general and administrative expenses  233,407   208,125  691,729   624,638
Other operating (income) expenses, net  (558)  130  (388)  1,000
Operating income  51,486   38,936  143,249   101,887
         
Interest expense  8,999   10,535  28,806   31,503
Income before income taxes  42,487   28,401  114,443   70,384
         
Income tax expense  12,870   9,253  33,692   19,707
         
Net income $29,617  $19,148 $80,751  $50,677
         
         
Net income per share:        
Basic $0.76  $0.50 $2.08  $1.31
Diluted $0.67  $0.44 $1.83  $1.18
         
Numerator:        
Net income $29,617  $19,148 $80,751  $50,677
Add effect of dilutive securities:        
Interest on convertible notes, net of tax  1,175   1,226  3,524   3,677
Net income available to common shareholders $30,792  $20,374 $84,275  $54,354
Denominator:        
Weighted average basic common shares outstanding  38,814,944   38,575,691  38,852,135   38,717,363
Dilutive effect of unvested common shares and stock options  852,296   729,276  772,396   744,749
Dilutive effect of convertible notes  6,494,970   6,494,970  6,494,970   6,494,970
Weighted average diluted common shares outstanding  46,162,210   45,799,937  46,119,501   45,957,082


 
THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands)
 
  September 25,
2026
 December 26,
2025
Cash and cash equivalents $164,725  $120,982 
Accounts receivable, net  398,827   392,374 
Inventories  404,474   385,722 
Prepaid expenses and other current assets  73,961   70,811 
Total current assets  1,041,987   969,889 
     
Property and equipment, net  353,047   342,019 
Operating lease right-of-use assets  196,013   205,270 
Goodwill  363,407   362,742 
Intangible assets, net  120,649   137,310 
Other assets  8,116   10,777 
Total assets $2,083,219  $2,028,007 
     
Accounts payable $253,871  $275,622 
Accrued liabilities  87,823   78,458 
Short-term operating lease liabilities  24,188   24,832 
Accrued compensation  73,114   66,350 
Current portion of long-term debt  32,105   28,197 
Total current liabilities  471,101   473,459 
     
Long-term debt, net of current portion  696,769   720,333 
Operating lease liabilities  192,713   201,542 
Deferred taxes, net  30,847   22,424 
Other liabilities  5,231   5,940 
Total liabilities  1,396,661   1,423,698 
     
Common stock  408   407 
Additional paid in capital  415,516   405,020 
Accumulated other comprehensive loss  (3,341)  (2,763)
Retained earnings  273,975   201,645 
Stockholders’ equity  686,558   604,309 
     
Total liabilities and stockholders’ equity $2,083,219  $2,028,007 


 
THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
 
  Thirty-Nine Weeks Ended
  September 25,
2026
 September 26,
2025
Cash flows from operating activities:    
Net income $80,751  $50,677 
     
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization of property and equipment  45,883   39,045 
Amortization of intangible assets  16,624   18,187 
Provision for allowance for credit losses  10,013   9,610 
Deferred income tax provision  8,366   4,914 
Stock compensation  22,123   14,551 
Non-cash interest and other operating activities  1,562   5,345 
Changes in assets and liabilities, net of acquisitions:    
Accounts receivable  (15,723)  11,327 
Inventories  (19,154)  (70,137)
Prepaid expenses and other current assets  (5,230)  (1,085)
Accounts payable, accrued liabilities and accrued compensation  (4,001)  (26,825)
Other liabilities    
Other assets and liabilities  (76)  (257)
Net cash provided by operating activities  141,138   55,352 
     
Cash flows from investing activities:    
Capital expenditures  (25,413)  (33,340)
Cash paid for acquisitions, net of cash acquired  (283)  — 
Net cash used in investing activities  (25,696)  (33,340)
     
Cash flows from financing activities:    
Payment of debt and other financing obligations  (7,250)  (12,250)
Payment of finance leases  (15,935)  (11,843)
Common stock repurchases  (10,003)  (15,005)
Payment of deferred financing fees  —   (658)
Proceeds from exercise of stock options  2,041   — 
Surrender of shares to pay withholding taxes  (10,455)  (11,833)
Payments under asset-based loan facility  (30,000)  (20,000)
Excess tax benefits on stock compensation    
Net cash used in financing activities  (71,602)  (71,589)
     
Effect of foreign currency translation on cash and cash equivalents  (97)  (17)
     
Net change in cash and cash equivalents  43,743   (49,594)
Cash and cash equivalents at beginning of period  120,982   114,655 
Cash and cash equivalents at end of period $164,725  $65,061 


 
THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA
(unaudited; in thousands)
 
  Thirteen Weeks Ended  Thirty-Nine Weeks Ended
  September 25,
2026
 September 26,
2025
 September 25,
2026
 September 26,
2025
Net income $29,617  $19,148 $80,751  $50,677
Interest expense  8,999   10,535  28,806   31,503
Depreciation and amortization of property and equipment  15,723   13,713  45,883   39,045
Amortization of intangible assets  5,453   6,084  16,624   18,187
Income tax expense  12,870   9,253  33,692   19,707
EBITDA (1)  72,662   58,733  205,756   159,119
         
Adjustments:        
Stock compensation (2)  9,297   4,922  22,123   14,551
Other operating (income) expenses, net (3)  (558)  130  (388)  1,000
Duplicate rent (4)  756   1,157  2,871   2,875
Moving expenses (5)  29   111  29   438
         
Adjusted EBITDA (1) $82,186  $65,053 $230,391  $177,983
               
  1. See the “Non-GAAP Financial Measures” section of the press release.
  2. Represents non-cash stock compensation expense associated with awards of restricted shares of our common stock and stock options to our key employees and our independent directors.
  3. Represents non-cash changes in the fair value of contingent earn-out liabilities related to our acquisitions, non-cash charges related to asset disposals, asset impairments, including intangible asset impairment charges, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements and certain other costs.
  4. Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to use those facilities.
  5. Represents moving expenses for the consolidation and expansion of several of our distribution facilities.
 
THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME AND
ADJUSTED NET INCOME PER SHARE
(unaudited; in thousands except share amounts and per share data)
 
  Thirteen Weeks Ended  Thirty-Nine Weeks Ended
  September 25,
2026
 September 26,
2025
 September 25,
2026
 September 26,
2025
Net income $29,617  $19,148 $80,751  $50,677 
Adjustments to reconcile net income to adjusted net income (1):        
Other operating (income) expenses, net (2)  (558)  130  (388)  1,000 
Duplicate rent (3)  756   1,157  2,871   2,875 
Moving expenses (4)  29   111  29   438 
Debt modification and extinguishment expenses (5)  —   —  655   525 
Tax effect of adjustments (6)  (371)  909  (2,767)  (1,355)
         
Total adjustments  (144)  2,307  400   3,483 
         
Adjusted net income (1) $29,473  $21,455 $81,151  $54,160 
         
Diluted adjusted net income per common share (1) $0.66  $0.50 $1.84  $1.26 
         
Numerator:        
Adjusted net income (1) $29,473  $21,455 $81,151  $54,160 
Add effect of dilutive securities:        
Interest on convertible notes, net of tax  1,175   1,226  3,524   3,677 
Adjusted net income available to common shareholders $30,648  $22,681 $84,675  $57,837 
Denominator:        
Weighted average basic common shares outstanding  38,814,944   38,575,691  38,852,135   38,717,363 
Dilutive effect of unvested common shares and stock options  852,296   729,276  772,396   744,749 
Dilutive effect of convertible notes  6,494,970   6,494,970  6,494,970   6,494,970 
Weighted average diluted common shares outstanding  46,162,210   45,799,937  46,119,501   45,957,082 
                
  1. See the “Non-GAAP Financial Measures” section of the press release.
  2. Represents non-cash changes in the fair value of contingent earn-out liabilities related to our acquisitions, non-cash charges related to asset disposals, asset impairments, including intangible asset impairment charges, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements and certain other costs. 
  3. Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to use those facilities. 
  4. Represents moving expenses for the consolidation and expansion of several of our distribution facilities. 
  5. Represents debt modification costs, extinguishment costs and interest expense related to the write-off of certain deferred financing fees related to our credit agreements. 
  6. Represents the adjustments to the tax expense values to reflect a normalized annual effective tax rate on adjusted pretax earnings of 31.0% and 28.0% for the third quarters of 2026 and 2025, respectively, and year-to-date periods of 2026 and 2025, respectively.
 
THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED EBITDA GUIDANCE FOR FISCAL 2026
(unaudited; in thousands)
 
  Low-End
Guidance
 High-End
Guidance
Net income: $108,500 $110,000
Income tax expense  45,000  45,500
Depreciation and amortization of property and equipment  85,000  85,000
Interest expense  45,500  46,500
EBITDA (1)  284,000  287,000
     
Adjustments:    
Stock compensation (2)  29,000  30,000
Duplicate rent (3)  3,500  3,500
Other operating expenses (4)  500  500
Adjusted EBITDA (1) $317,000 $321,000
       
  1. See the “Non-GAAP Financial Measures” section of the press release.
  2. Represents non-cash stock compensation expense associated with awards of restricted shares of our common stock and stock options to our key employees and our independent directors.
  3. Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to use those facilities.
  4. Represents non-cash changes in the fair value of contingent earn-out liabilities related to our acquisitions, non-cash charges related to asset disposals, asset impairments, including intangible asset impairment charges, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements, moving expenses for the consolidation and expansion of several of our distribution facilities and certain other costs.