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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January
13, 2026
THE CHEFS’ WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-35249 |
20-3031526 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer Identification No.) |
100 East Ridge Road
Ridgefield, Connecticut 06877
(Address of principal executive offices)
Registrant’s telephone number, including area
code: (203) 894-1345
(Former name or former address, if changed since last
report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 |
CHEF |
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
The Chefs’ Warehouse, Inc.
(NASDAQ:CHEF) (the “Company”) today issued a press release announcing its preliminary outlook for fiscal year 2026. A copy
of this press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Based on current trends in the business, the Company
is providing the following financial guidance for fiscal year 2026:
| · | Net sales to be in the range of $4.35 billion to $4.45 billion; |
| · | Gross profit to be in the range of $1.053 billion to $1.076 billion; and |
| · | Adjusted EBITDA(1) to be in the range of $276 million to $286 million. |
| (1) |
Adjusted EBITDA is a non-GAAP measure. Please see the schedule accompanying the press release in Exhibit 99.1 for a reconciliation of Adjusted EBITDA to the measure’s most directly comparable GAAP measure. |
The information contained herein is being furnished
pursuant to Item 7.01 of Form 8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained
herein.
Forward-Looking Statements
Statements in this report 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 25, 2025 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.
| |
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of The Chefs’ Warehouse, Inc. dated January 13, 2026 |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| THE CHEFS’ WAREHOUSE, INC. |
| |
|
| By: |
/s/Alexandros Aldous |
Name:
Title: |
Alexandros Aldous
General Counsel, Corporate Secretary, Chief Government Relations Officer & Chief Administrative Officer |
