Slides
Page 1
The Chefs’ Warehouse, Inc. 1 Third Quarter 2026 Earnings Presentation
Page 2
The Chefs’ Warehouse, Inc. 2 Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this presentation regarding the business of The Chefs’ Warehouse, Inc. (the “Company”) 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 Company's sensitivity to general economic conditions, including disposable income levels and changes in consumer discretionary spending; the Company's ability to expand its operations in its existing markets and to penetrate new markets through acquisitions; the Company may not achieve the benefits expected from its acquisitions, which could adversely impact its business and operating results; the Company may have difficulty managing and facilitating its future growth; conditions beyond its control could materially affect the cost and/or availability of the Company's specialty food products or center-of-the-plate products and/or interrupt its distribution network; the Company increased distribution of center-of-the-plate products, like meat, poultry and seafood, involves increased exposure to price volatility experienced by those products; the Company's business is a low-margin business and its profit margins may be sensitive to inflationary and deflationary pressures; because the Company's foodservice distribution operations are concentrated in certain culinary markets, it is susceptible to economic and other developments, including adverse weather conditions, in these areas; fuel cost volatility may have a material adverse effect on the Company's business, financial condition or results of operations; the Company's ability to raise capital in the future may be limited; the Company may be unable to obtain debt or other financing, including financing necessary to execute on our acquisition strategy, on favorable terms or at all; the Company's business operations and future development could be significantly disrupted if it loses key members of its management team; and significant public health epidemics or pandemics, may adversely affect the Company's business, results of operations and financial condition. 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”) in February 2026 and other reports filed by the Company with the SEC since that date. The Company is not undertaking to update any information in the foregoing report until the effective date of its future reports 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. This presentation contains Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”), “Adjusted EBITDA”, “Adjusted EBITDA Margin”, “Adjusted Operating Expenses”, “Net Debt Leverage”, “Free Cash Flow”, “Adjusted Net Income” and “Adjusted Net Income Per Share” on a historical basis, as well as “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin” and “Net Debt Leverage” ranges on a forecasted basis, which are not measurements determined in accordance with the U.S. Generally Accepted Accounting Principles (“GAAP”). Management believes that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Expenses, Net Debt Leverage, Free Cash Flow, Adjusted Net Income and Adjusted Net Income Per Share are each a measure commonly reported by issuers and widely used by investors as indicators of a company’s operating performance. These non-GAAP financial measures, while providing useful information, should not be considered in isolation or as a substitute for the Company’s net earnings as an indicator of operating performance. Investors should carefully consider the specific items included in the computations of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Expenses, Net Debt Leverage, Free Cash Flow, Adjusted Net Income and Adjusted Net Income Per Share. Adjusted EBITDA, Adjusted Operating Expenses, Net Debt Leverage, Free Cash Flow, Adjusted Net Income and Adjusted Net Income Per Share do not have any standardized meanings prescribed by GAAP and, therefore, are unlikely to be comparable to similar measures presented by other companies. Please refer to the reconciliations of non-GAAP measures beginning on page 13 of this presentation and the calculation of net debt leverage on pages 5 and 6.
Page 3
The Chefs’ Warehouse, Inc. 3 Q3 2026 vs. Q3 2025 Organic Sales Specialty Sales Unique Customers Placements Specialty Cases Center-of-Plate Pounds +10.3% +8.4% +4.4% +7.2% +6.1% +6.6% Third Quarter 2026 Highlights +5.7%* All measures illustrated are organic * Excluding estimated impact due to the conflict in the Middle East Excl. CME*
Page 4
The Chefs’ Warehouse, Inc. 4 Third Quarter 2026 Financial Summary Q3 2026 vs. Q3 2025 Net Sales Gross Profit Dollars SG&A *Adj. Opex *Adj. EBITDA +11.2% +15.0% +12.1% +11.0% +26.3% *Please refer to reconciliations of Adjusted EBITDA & Adjusted Operating Expense included with this presentation
Page 5
The Chefs’ Warehouse, Inc. 5 Q3 2026 Update Share RepurchasesFree Cash Flow*Net Debt Leverage ^ Excludes Finance Leases # Represents trailing twelve months total as of the stated period *Free Cash Flow represents Net cash provided by operations less Capital Expenditures Capital Allocation (in thousands) • $100mm share repo program reauthorized in Feb 2026 • No shares repurchase in Q3 ‘26 • Timing of repurchases will continue to be dependent on share price, market conditions and FCF generation $104M 2024 2026 $150- 180M 2025 • No unscheduled debt payments in Q3 • Priced and allocated $675mm Term Loan in August, closed October 15th • Use of funds to pay-off 2029 term loan and 2028 Convert • Target Leverage remains 1.5x – 2.5x • 2026 YTD FCF $115.7mm • 2025 decrease driven by favorable payables timing at YE ‘24 as well as increased WC in ‘25 due to strategic inventory purchases • FY 2026 FCF estimate $150-180mm Announced at Q3 2023 Earnings, Chefs initiated a share repurchase program of up to $100mm of common stock. Remaining Authorization as of Q3 ‘26: $57.6mm $88M Debt Balances Q2 2026 Q3 2026 Secured Term Loan 245,500 244,750 Senior Convert 2028 287,500 287,500 ABL 70,000 70,000 Other 11,000 11,000 Total Debt^ 614,000 613,250 Cash & Equivalents 135,466 164,725 Net Debt 478,534 448,525 Adjusted EBITDA# 293,542 310,675 Net Debt Leverage 1.6x 1.4x
Page 6
The Chefs’ Warehouse, Inc. 6 2033 Term Loan Q4 2026 Impact 1: Assumes average 1 Month Term SOFR of 4.0% All figures in $ Millions • $675mm Term Loan B closed 10/15/26 • Funds used to payoff 2028 Convertible Note and 2029 Term Loan • Convert settlement: $437mm cash + 2.67mm shares • YE ‘26 Net Debt $550 – $600mm • Leverage 1.7x – 2.0x • New issue debt to add $4-6mm to interest expense in Q4 vs previous run rate • Dependent on Term SOFR rates • $2.7mm of Arrangement Fees related to new issuance to flow through Interest Expense in Q4 • FY ‘26 Interest Expense $45.5 - 46.5mm Debt Facility Balance Cost Delta 1 Q4 Impact 2029 Term Loan 244.8$ -0.25% (0.15)$ 2028 Convert 287.5$ 3.88% 2.79$ New Money 142.8$ 6.25% 2.23$ 675.0$ 2.88% 4.86$ Arrangement Fees 2.70$ Total Impact 7.56$ Est'd Impact to Q4 Interest Expense Rate Facility Q3 2026 YE 2026 (Est'd) S + 150 ABL 70.0$ 50.0$ S + 250 Existing TLB 244.8$ -$ S + 225 New TLB -$ 675.0$ 2.38% 2028 Convert 287.5$ -$ 4.50% Seller's Note 11.0$ 5.5$ Total Debt 613.3$ 730.5$ Net Debt 448.6$ $ 550-600 LTM AEBITDA 310.7$ $ 317-321 Net Debt Leverage 1.4x 1.7 - 2.0x Capitalization
Page 7
The Chefs’ Warehouse, Inc. 7 Financial guidance for fiscal year 2026: 2026 Full Year Guidance • Net sales: $4.56 billion - $4.61 billion • Gross profit: $1.130 billion - $1.140 billion • Adjusted EBITDA*: $317 million - $321 million. *Please refer to reconciliation of Adjusted EBITDA guidance range included with this presentation Please note: We currently expect our fully diluted share count to be in the range of 43 to 43.5 million shares for the fourth quarter of 2026. For future modeling purposes, we currently expect the fully diluted share count for 2027 to be in the range of 42 to 43 million shares.
Page 8
The Chefs’ Warehouse, Inc. 8 Five-Year Financial Targets
Page 9
The Chefs’ Warehouse, Inc. 9 2030 Financial Goals *Please refer to reconciliation of Adjusted EBITDA and Adjusted EBITDA margin included with this presentation. **Revenue growth range estimated to be primarily organic with potential for moderate Acquisition (~1% per annum) $311 $450 - $520 $- $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 Adj. EBITDA $ Millions adj. EBITDA margin 7.5-8.0% Revenue $ Millions Pricing Sourcing Cross-Sell Logistics Inventory Mgmt. Specialists Team Sell Sales Team Training/Maturity Unique Supply/Marketing Model DC/Route Consolidation Tech-driven efficiency Capacity utilization 7% – 10% Rev. growth** Market Share Growth Targeted invested Capital AI-Tech DeploymentGrowth Operating LeverageCW Model Differentiation TTM Q3 2026 2030 Evolving CW differentiation/Industry Moat – Marry deepening knowledge of our customers with technology , a unique Supply and Marketing model, and flexible distribution Continued leverage on invested capacity + Market Share Growth + DC/Route consolidations Measured growth Capex – New Eng., Texas, Mid-West, Las Vegas + Potential New Markets AI-based Tech deployed across functions – Pricing, Sales, Ops, Customer Exp., Back office adj. EBITDA margin *6.9% $4,500 $6,000 – 6,500
Page 10
The Chefs’ Warehouse, Inc. 10 Capital Allocation Target Target FCF Conversion ~40-60% of AEBITDA Variability driven by potential impact of working capital investment timing Uses of Cash Capex • Targeting ~1% annual revenue over the 5-year time frame • Focused investment in facility consolidation, capacity expansion and digital platform enhancements Share Repurchases • Opportunistic repurchases during open trading windows to minimize dilution Debt Repayment • Target Net Debt Leverage range 1.5x-2.5x (Current 1.4x) • Near-term focus on ABL to free up future liquidity M&A • Targeted to enhance growth or add categories in less mature markets • Tuck-in M&A broadly funded with cash on-hand Cash to Balance Sheet • In conjunction with low leverage target, provides balance sheet flexibility for additional investment Cash From Ops FCF
Page 11
The Chefs’ Warehouse, Inc. 11 Appendix
Page 12
The Chefs’ Warehouse, Inc. 12 Third Quarter 2026 Updates **GP$/Route excl. Chefs Middle East; represents GP$/ total of monthly route count *Please refer to reconciliations of Adjusted EBITDA & Adjusted Operating Expense included with this presentation GP$ per Route: +13.3% LTM Q3 2026 vs. 2024 +6.7% LTM Q3 2026 vs. 2025 Facility Consolidations Regional route consolidations Transfer reductions *adj. EBITDA per employee +29% LTM Q3 2026 vs. 2024 +15% LTM Q3 2026 vs. 2025 *adj. Opex as % of Gross profit $ 400 bps improvement LTM Q3 2026 vs. 2024 224 bps improvement LTM Q3 2026 vs. 2025 76.0% 74.3% 72.0% $- $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $100 $300 $500 $700 $900 $1,100 $1,300 2024 2025 2026 Q3 LTM ADJ. EBITDA / HEADCOUNT GP & ADJ. OPEX $ (MILLIONS) Gross Profit $ Adj. OPEX $ Adj. EBITDA/HC $1,500 $1,750 $2,000 $2,250 $2,500 $2,750 $3,000 $3,250 2024 2025 2026 Q3 LTM GP $ / ROUTE (US & CANADA) **
Page 13
The Chefs’ Warehouse, Inc. 13 Reconciliation of Net Income to EBITDA and Adj. EBITDA (1) We are presenting EBITDA and Adjusted EBITDA, as well as Adjusted EBITDA as a percentage to revenue, which are not measurements determined in accordance with the U.S. generally accepted accounting principles, or GAAP , because we believe these measures provide additional metrics to evaluate our operations and results and which we believe, when considered with both our GAAP results and the reconciliation to net income, provide a more complete understanding of our business than could be obtained absent this disclosure. We use EBITDA and Adjusted EBITDA, 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 and Adjusted EBITDA as performance measures permits a comparative assessment of our operating performance relative to our performance based upon GAAP results 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. Amounts may not add due to rounding. (2) Represents non-cash stock compensation expense associated with awards of restricted shares of the company’s common stock to the company’s key employees and 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 and certain other costs. (5) Represents moving expenses for the consolidation and expansion of several of our distribution facilities. (6) Last twelve months for Q3 2026 is calculated as the thirty-nine weeks ended September 25, 2026 plus the year ended December 26, 2025 less the thirty-nine weeks ended September 26, 2025. Fiscal Years Ended 2024 2025 LTM Q3 2026 (6) 55.5$ 72.4$ 102.4$ Interest expense 48.7 41.6 38.9 Depreciation and amortization 64.9 78.1 83.4 Provision for income tax expenses 24.0 31.2 45.2 193.1 223.3 269.9 Stock compensation (2) 17.8 21.2 28.8 Duplicate rent (3) 4.2 4.1 4.1 Other operating expenses, net (4) 1.1 9.2 7.8 Moving expenses (5) 2.8 0.5 0.1 Adjusted EBITDA (1) 219.0$ 258.3$ 310.7$ 3,794.2$ 4,149.5$ 4,505.6$ 5.8% 6.2% 6.9% (Unaudited, in millions) Net Income EBITDA(1) Adjusted EBITDA margin Adjustments: Revenue Sep '26 Sep '25 Sep '26 Sep '25 CQ YOY ∆ 80.8$ 50.7$ 29.6$ 19.1$ Interest expense 28.8 31.5 9.0 10.5 Depreciation and amortization 62.5 57.2 21.2 19.8 Provision for income tax expenses 33.7 19.7 12.9 9.3 205.8 159.1 72.7 58.7 23.7% Stock compensation (2) 22.1 14.6 9.3 4.9 Duplicate rent (3) 2.9 2.9 0.8 1.2 Other operating expenses (income), net (4) (0.4) 1.0 (0.6) 0.1 Moving expenses (5) 0.0 0.4 0.0 0.1 Adjusted EBITDA (1) 230.4$ 178.0$ 82.2$ 65.1$ 26.3% 3,363.0$ 3,006.9$ Adjustments: Revenue Thirty-Nine Weeks Ended Thirteen Weeks Ended (Unaudited, in millions) Net Income EBITDA(1)
Page 14
The Chefs’ Warehouse, Inc. 14 Reconciliation of Total Opex to Adj. Opex (1) Adjusted Operating Expenses represents expenses not associated with products and services. We are presenting Adjusted Operating Expenses and Adjusted Operating Expenses as a percentage of Gross Profit, which are not measurements determined in accordance with the U.S. generally accepted accounting principles, or GAAP, because we believe these measures provide additional metrics to evaluate our operations and results and which we believe, when considered with both our GAAP results and the reconciliation to total operating expenses, provides a more complete understanding of our business than could be obtained absent this disclosure. We use Adjusted Operating Expenses, 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 Adjusted Operating Expenses as a performance measure permits a comparative assessment of our operating performance relative to our performance based upon GAAP results 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. Amounts may not add due to rounding. (2) Represents non-cash stock compensation expense associated with awards of restricted shares of the company’s common stock to the company’s key employees and 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 and certain other costs. (5) Represents moving expenses for the consolidation and expansion of several of our distribution facilities. (6) Last twelve months for Q3 2026 is calculated as the thirty-nine weeks ended September 25, 2026 plus the year ended December 26, 2025 less the thirty-nine weeks ended September 26, 2025. Fiscal Years Ended 2024 2025 LTM Q3 2026 (6) Selling, general and administrative expenses 784.9$ 849.8$ 916.9$ Other operating expenses, net (4) 1.1 9.2 7.8 786.0 859.0 924.7 Depreciation and amortization 64.9 78.1 83.4 Stock compensation (2) 17.8 21.2 28.8 Duplicate rent (3) 4.2 4.1 4.1 Other operating expenses, net (4) 1.1 9.2 7.8 Moving expenses (5) 2.8 0.5 0.1 695.2$ 745.9$ 800.5$ 914.1$ 1,004.1$ 1,111.2$ 76.0% 74.3% 72.0% Gross profit $ Adjusted operating expenses (1) (Unaudited, in millions) Total operating expense Adjustments: Adj. OpEx as % of GP Sep '26 Sep '25 Sep '26 Sep '25 CQ YOY ∆ Selling, general and administrative expenses 691.7$ 624.6$ 233.4$ 208.1$ Other operating expenses, net (4) (0.4) 1.0 (0.6) 0.1 691.3 625.6 232.8 208.2 11.8% Depreciation and amortization 62.5 57.2 21.2 19.8 Stock compensation (2) 22.1 14.6 9.3 4.9 Duplicate rent (3) 2.9 2.9 0.8 1.2 Other operating expenses (income), net (4) (0.4) 1.0 (0.6) 0.1 Moving expenses (5) 0.0 0.4 0.0 0.1 604.2$ 549.5$ 202.1$ 182.1$ 11.0% 1,135.4$ 1,021.3$ 17.8% 17.8% 834.6$ 727.5$ 72.4% 75.5% Gross profit $ Adj. OpEx as % of GP Revenue Adj. OpEx as % of Revenue Thirty-Nine Weeks Ended Thirteen Weeks Ended Adjusted operating expenses (1) (Unaudited, in millions) Total operating expense Adjustments:
Page 15
The Chefs’ Warehouse, Inc. 15 Reconciliation of Net Income to Adj. Net Income & Adj. Net Income per Share (1) We use adjusted net income and adjusted net income per share, together with financial measures prepared in accordance with GAAP, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. The use of adjusted net income and adjusted net income per share as performance measures permits a comparative assessment of our operating performance relative to our performance based upon GAAP results 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. Amounts may not add due to rounding. (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 provision 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. Sep '26 Sep '25 Net income 29.6$ 19.1$ Other operating expenses (income), net (4) (0.6) 0.1 Duplicate rent (3) 0.8 1.2 Moving expenses (4) 0.0 0.1 Debt modification and extinguishment expenses (5) - - Tax effect of adjustments (6) (0.4) 0.9 (0.1)$ 2.3$ 29.5$ 21.5$ Add effect of dilutive securities: Interest on convertible notes, net of tax 1.2 1.2 Adjusted net income available to common shareholders 30.6$ 22.7$ Diluted shares outstanding 46.2 45.8 Diluted adjusted net income per common share 0.66$ 0.50$ Thirteen Weeks Ended (Unaudited, in millions) Total adjustments Adjusted net income(1)
Page 16
The Chefs’ Warehouse, Inc. 16 Reconciliation of Adjusted EBITDA Guidance for Fiscal 2026 (1) We present forecasted EBITDA and adjusted EBITDA ranges for fiscal 2026, 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 forecasted results and which we believe, when considered with both our forecasted GAAP results and the reconciliation to forecasted net income, provide a more complete understanding of our business than could be obtained absent this disclosure. We use EBITDA and adjusted EBITDA, 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 and adjusted EBITDA 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. Amounts may not add due to rounding. (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. Low-End Guidance High-End Guidance 108.5$ 110.0$ Provision for income tax expenses 45.0 45.5 Depreciation and amortization 85.0 85.0 Interest expense 45.5 46.5 284.0 287.0 Stock compensation (2) 29.0 30.0 Duplicate rent (3) 3.5 3.5 Other operating expenses, net (4) 0.5 0.5 317.0$ 321.0$ EBITDA(1) Adjustments: Adjusted EBITDA (1) (Unaudited, in millions) Net income