Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to the accompanying condensed consolidated financial statements and footnotes to help provide an understanding of our financial condition, changes in our financial condition and results of operations. The following discussion should be read in conjunction with information included in our Annual Report on Form 10-K for the fiscal year ended December 26, 2025 (the “2025 Form 10-K”) filed with the SEC. Unless otherwise indicated, the terms “Company”, “Chefs’ Warehouse”, “we”, “us” and “our” refer to The Chefs’ Warehouse, Inc. and its subsidiaries. All dollar amounts included in the tables in the following discussion are presented in thousands. Business Overview We are a premier distributor of specialty foods in the leading culinary markets in the United States, the Middle East and Canada. We offer more than 90,000 stock-keeping units (“SKUs”), ranging from high-quality specialty foods and ingredients to basic ingredients and staples and center-of-the-plate proteins, such as beef, seafood and poultry. We serve more than 55,000 core customer locations, primarily located in our 23 geographic markets across the United States, the Middle East and Canada, and the majority of our customers are independent restaurants and fine dining establishments. We also sell certain of our center-of-the-plate products directly to consumers through our Allen Brothers subsidiary. Performance Indicators In assessing the performance of our business, our management team considers a variety of performance and financial measures. The key measures used by our management are discussed below. •Net sales growth. Our net sales growth is driven principally by changes in volume and, to a lesser degree, changes in price related to the impact of inflation in commodity prices and product mix. In particular, product cost inflation and deflation impact our results of operations and, depending on the amount of inflation or deflation, such impact may be material. For example, inflation may increase the dollar value of our sales, and deflation may cause the dollar value of our sales to fall despite our unit sales remaining constant or growing. •Gross profit and gross profit margin. Our gross profit and gross profit as a percentage of net sales, or gross profit margin, are driven principally by changes in volume and fluctuations in food and commodity prices and our ability to pass on any price increases to our customers in an inflationary environment and maintain or increase gross profit margin when our costs decline. Inflation. The majority of our pricing is set at the time of order and we typically pass cost increases or decreases to our customers. Our ability to fully pass along cost changes and the timing of those changes can cause fluctuations in our gross profit margin. Also, some of our pricing to customers is based on a cost-plus methodology, which impacts gross profit in periods of cost inflation or deflation. Product Mix. Our gross profit margin is also a function of the product mix of our net sales in any period. Given our wide selection of product categories, as well as the continuous introduction of new products, we can experience shifts in product sales mix that have an impact on net sales and gross profit margins. Product mix is most significantly impacted by the introduction of new product categories in markets that we have more recently entered and from acquisitions, as well as the continued growth in item penetration on higher velocity items such as dairy products. •Volume Measurements. In assessing our results, we utilize both total and organic growth, which excludes growth from an acquired business until it has been reflected in our results of operations for at least 12 months. We use case count as the volume measurement in our specialty product category and pounds sold as the volume measurement in our center-of-the-plate category. Case count. Case count represents the volume of specialty products sold to customers during a given time period. Case growth is calculated by dividing the change in case volumes sold by the number of cases sold in the prior period. We define a case as the lowest level of packaged products as received from our suppliers, with one case containing several individually packaged units of the same product. Where individual packaged units are sold separately, case volume is calculated using the case equivalent quantity sold. 16 Pounds sold. Pounds represent the volume of center-of-the-plate products sold to customers during a given time period. Pounds growth is calculated by dividing the change in pound volumes sold by the number of pounds sold in the prior period. •Other Performance Indicators. While case count is used for the volume measurement in the specialty category, we also disclose changes in specialty unique customers and specialty placements to provide additional context to our results and to the performance of our business. We define unique customers as the number of customers who purchase product in a given week. Each customer, regardless of the number of deliveries made during the week, is counted only once. Placements is the sum of the unique stock-keeping units (“SKUs”) sold per customer, also in a given week. Our customer count and placements measures are subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and we present these measures for historical periods reflecting these adjustments. Recent Acquisitions On October 1, 2025, we entered into an asset purchase agreement to acquire substantially all of the assets of Italco Food Products (“Italco”), a premier specialty food distributor based in Denver, Colorado. RESULTS OF OPERATIONS Thirteen Weeks Ended Twenty-Six Weeks Ended June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025 Net sales $ 1,168,613 $ 1,034,906 $ 2,227,623 $ 1,985,654 Cost of sales 875,726 780,567 1,677,368 1,505,320 Gross profit 292,887 254,339 550,255 480,334 Selling, general and administrative expenses 234,177 213,750 458,322 416,513 Other operating expenses, net 81 373 170 870 Operating income 58,629 40,216 91,763 62,951 Interest expense 9,411 10,715 19,807 20,968 Income before income taxes 49,218 29,501 71,956 41,983 Provision for income tax expense 15,451 8,260 20,822 10,454 Net income $ 33,767 $ 21,241 $ 51,134 $ 31,529 17 Thirteen Weeks Ended June 26, 2026 Compared to Thirteen Weeks Ended June 27, 2025 Net Sales 2026 2025 $ Change % Change Net sales $ 1,168,613 $ 1,034,906 $ 133,707 12.9 % Organic growth contributed $126.1 million, or 12.2%, to sales growth and the remaining growth of $7.6 million, or 0.7%, primarily resulted from our acquisition of Italco. Organic case count increased approximately 6.0% in our specialty category, representing an increase in net sales of $38.7 million. In addition, unique customers and placements in our specialty category increased 3.6% and 7.2%, respectively, compared to the prior year quarter. Organic pounds sold in our center-of-the-plate category increased 8.8% compared to the prior year quarter, representing an increase in net sales of $34.8 million. Estimated inflation increased sales by $25.7 million, or 4.0% in our specialty category and by $25.2 million, or 6.4% in our center-of-the-plate category compared to the prior year quarter. Gross Profit 2026 2025 $ Change % Change Gross profit $ 292,887 $ 254,339 $ 38,548 15.2 % Gross profit margin 25.1 % 24.6 % Gross profit dollars increased $32.9 million as a result of sales growth, which includes inflation and acquisitions, with the remainder of the increase primarily due to improved gross profit margin rates. Gross profit margin increased approximately 49 basis points due to effective pricing in an inflationary “food away from home” environment and product cost management. Gross profit margins increased 47 basis points in the Company’s specialty category, or $3.4 million, and increased 75 basis points in the Company’s center-of-the-plate category, or $3.4 million, compared to the prior year quarter. Selling, General and Administrative Expenses 2026 2025 $ Change % Change Selling, general and administrative expenses $ 234,177 $ 213,750 $ 20,427 9.6 % Percentage of net sales 20.0 % 20.7 % The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits, facilities and distribution to support sales growth and higher depreciation expense driven by facility and fleet investments. Our ratio of selling, general and administrative expenses to net sales decreased 70 basis points due to improved fixed cost leverage. Other Operating Expenses, Net 2026 2025 $ Change % Change Other operating expenses, net $ 81 $ 373 $ (292) (78.3) % Other operating expenses, net decreased by $0.3 million primarily due to lower asset disposal losses during the thirteen weeks ended June 26, 2026 compared to the prior year quarter. Interest Expense 2026 2025 $ Change % Change Interest expense $ 9,411 $ 10,715 $ (1,304) (12.2) % Interest expense decreased primarily due to lower fees and losses associated with debt transactions, as well as lower aggregate principal amounts of debt outstanding and lower interest rates in the current period compared to the prior year. 18 Provision for Income Tax Expense 2026 2025 $ Change % Change Provision for income tax expense $ 15,451 $ 8,260 $ 7,191 87.1 % Effective tax rate 31.4 % 28.0 % 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. The increase in the effective tax rate for the thirteen weeks ended June 26, 2026 resulted from increased permanent tax differences related to compensation expense. Twenty-Six Weeks Ended June 26, 2026 Compared to Twenty-Six Weeks Ended June 27, 2025 Net Sales 2026 2025 $ Change % Change Net sales $ 2,227,623 $ 1,985,654 $ 241,969 12.2 % Organic growth contributed $224.4 million, or 11.3%, to sales growth and the remaining growth of $17.6 million, or 0.9%, primarily resulted from our acquisition of Italco. Organic case count increased approximately 6.0% in our specialty category, representing an increase in net sales of $72.3 million. In addition, unique customers and placements in our specialty category increased 2.8% and 6.7%, respectively, compared to the prior year period. Organic pounds sold in our center-of-the-plate category increased 7.6% compared to the prior year period, representing an increase in net sales of $56.9 million. Estimated inflation increased sales by $34.7 million, or 2.8%, in our specialty category and by $55.0 million, or 7.3%, in our center-of-the-plate category compared to the prior year period. Gross Profit 2026 2025 $ Change % Change Gross profit $ 550,255 $ 480,334 $ 69,921 14.6 % Gross profit margin 24.7 % 24.2 % Gross profit dollars increased $58.5 million as a result of sales growth, which includes inflation and acquisitions, with the remainder of the increase primarily due to improved gross profit margin rates. Gross profit margin increased approximately 51 basis points due to effective pricing in an inflationary “food away from home” environment and product cost management. Gross profit margins increased 46 basis points in the Company’s specialty category, or $6.2 million, and increased 92 basis points in the Company’s center-of-the-plate category, or $8.1 million, compared to the prior year period. Selling, General and Administrative Expenses 2026 2025 $ Change % Change Selling, general and administrative expenses $ 458,322 $ 416,513 $ 41,809 10.0 % Percentage of net sales 20.6 % 21.0 % The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits, facilities and distribution to support sales growth, and higher depreciation expense driven by facility and fleet investments. Our ratio of selling, general and administrative expenses to net sales decreased 40 basis points due to sales growth combined with certain benefits derived from our investments in our facility and distribution operations. Other Operating Expenses, Net 2026 2025 $ Change % Change Other operating expenses, net $ 170 $ 870 $ (700) (80.5) % The decrease in other operating expense, net was primarily due to lower third-party deal costs and asset disposal losses during the twenty-six weeks ended June 26, 2026 compared to the prior year period. 19 Interest Expense 2026 2025 $ Change % Change Interest expense $ 19,807 $ 20,968 $ (1,161) (5.5) % Interest expense decreased primarily due to lower aggregate principal amounts of debt outstanding and lower interest rates in the current period compared to the prior year. Provision for Income Taxes 2026 2025 $ Change % Change Provision for income tax expense $ 20,822 $ 10,454 $ 10,368 99.2 % Effective tax rate 28.9 % 24.9 % The Company’s effective tax rate was 28.9% and 24.9% for the twenty-six weeks ended June 26, 2026 and June 27, 2025, respectively. The increase in the effective tax rate for the twenty-six weeks ended June 26, 2026 resulted from increased permanent tax differences related to compensation expense. LIQUIDITY AND CAPITAL RESOURCES We finance our day-to-day operations and growth primarily with cash flows from operations, borrowings under our senior secured credit facilities and other indebtedness, operating and finance leases, trade payables and equity financing. Indebtedness The following table presents selected financial information on our indebtedness: June 26, 2026 December 26, 2025 Senior secured term loan $ 245,500 $ 252,000 Convertible senior notes 287,500 287,500 Borrowings outstanding on asset-based loan facility 70,000 100,000 Finance leases and other financing obligations 130,394 119,451 Financing Transactions In January 2026, we entered into an amendment to our senior secured term loan agreement, which reduced the interest rate spread by 50 basis points on our senior secured term loan facility. In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million. In February 2026, the board of directors authorized the extension of the share repurchase program for ten years, subject to that same $100.0 million limit. During the twenty-six weeks ended June 26, 2026, we repurchased 156,861 shares of our common stock at an average purchase price of $63.75 per share. The share repurchases were funded by our available cash. The remaining share purchase authorization was $57.6 million at June 26, 2026. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. Liquidity The following table presents selected financial information on liquidity: June 26, 2026 December 26, 2025 Cash and cash equivalents $ 135,466 $ 120,982 Working capital(1), excluding cash and cash equivalents 386,008 375,448 Availability under asset-based loan facility 185,644 159,516 (1) We define working capital as current assets less current liabilities. 20 We expect our capital expenditures, excluding cash paid for acquisitions, for fiscal 2026 will be approximately $45.0 million to $55.0 million. We believe our existing balances of cash and cash equivalents, working capital and the availability under our asset-based loan facility, are sufficient to satisfy our working capital needs, capital expenditures, debt service and other liquidity requirements associated with our current operations over the next twelve months. Cash Flows The following table presents selected financial information on cash flows: Twenty-Six Weeks Ended June 26, 2026 June 27, 2025 Net cash provided by operating activities $ 96,651 $ 64,069 Net cash used in investing activities (17,210) (22,325) Net cash used in financing activities (64,868) (59,645) Our cash provided by operating activities is predominately driven by net sales to our customers. Our cash used in operating activities is primarily driven by our payments to suppliers for our inventory, employee compensation, payments to support our facilities, our distribution network, interest on our indebtedness, payments to tax authorities and other general corporate expenditures. Net cash provided by operations was $96.7 million for the twenty-six weeks ended June 26, 2026 compared to $64.1 million for the twenty-six weeks ended June 27, 2025. The increase in cash provided by operating activities was primarily due to sales growth and a strategic pull-forward of inventory purchases in the prior year period. Net cash used in investing activities was $17.2 million for the twenty-six weeks ended June 26, 2026, primarily driven by capital expenditures. Net cash used in financing activities was $64.9 million for the twenty-six weeks ended June 26, 2026 driven by $30.0 million of payments under our asset-based loan facility, $10.2 million of finance lease payments, $10.2 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $10.0 million used to repurchase our common stock and $6.5 million of payments of term loan debt. 21