Thank you, operator. Good morning, everyone.

With me on today's call are Chris Pappas, Founder, Chairman, and CEO, and Jim Leddy, our CFO. By now, you should have access to our fourth quarter 2025 earnings press release.

It can also be found at www.chefswarehouse.com under the Investor Relations section. Throughout the conference call, we will be presenting non-GAAP financial measures, including, among others, historical and estimated EBITDA and adjusted EBITDA, as well as historical adjusted net income, adjusted earnings per share, adjusted operating expenses, adjusted operating expenses as a percentage of net sales and as a percentage of gross profit, net debt, net debt leverage, and free cash flow.

These measures are not calculated in accordance with GAAP and may be calculated differently in similarly titled non-GAAP financial measures used by other companies. Quantitative reconciliations of our non-GAAP financial measures to their most directly comparable GAAP financial measures appear in today's press release and fourth quarter 2025 earnings presentation.

Before we begin our formal remarks, I need to remind everyone that part of our discussion today will include forward-looking statements, including statements regarding our estimated financial performance. Such forward-looking statements are not guarantees of future performance, and therefore, you should not put undue reliance on them.

These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Some of these risks are mentioned in today's release.

Others are discussed in our annual report on Form 10-K and quarterly reports on Form 10-Q, which are available on the SEC website. Today, we are going to provide a business update and go over our fourth quarter results in detail.

For a portion of our discussion this morning, we will refer to a few slides posted on The Chefs' Warehouse website under the Investor Relations section titled Fourth Quarter 2025 Earnings Presentation. Please note that these slides are disclosed at this time for illustration purposes only.

Then, we will open up the call for questions. With that, I will turn the call over to Chris Pappas.

Chris?

Thank you, Alex, and thank you all for joining our fourth quarter 2025 earnings call. Business activity and demand remained consistently strong through the fourth quarter amidst a healthy environment for our core upscale casual to higher-end dining customer base.

Our teams across domestic and international markets provided excellent product and service amidst a busy holiday season. During the quarter, we continued growing market share, closing the year with strong year-over-year organic volume growth, unique item placements, and new customer acquisition.

I'd like to thank the entire Chefs' Warehouse team for their dedication and commitment in delivering a strong 2025 for our team members, our customers, and supplier partners, and our shareholders. As a reminder, earlier in 2025, we eliminated two non-core programs in Texas that came with the acquisition of Hardie's in 2023.

These programs, one protein program focused on high volume, low dollar poultry, and other a produce processing and packaging program, together only represented approximately 1% of our full-year revenue. As such, until we lap this attrition in the second quarter of 2026, we will present price and volume metric as reported and also excluding the impact of these changes to present more representative year-over-year price inflation and volume changes for our business overall.

With that, please refer to Slide 3 of the presentation. A few highlights from the fourth quarter include: organic net sales grew 9.7%.

Organic specialty sales were up 6.4% over the prior year, which was driven primarily by unique placement growth of 4.2%, reported specialty case growth of 3.3%, and price inflation. Excluding the elimination of the Texas produce processing and packaging program, specialty case growth was 5.4% up versus the prior-year quarter.

Unique customers grew 1.2% year-over-year. Reported unique customer growth was impacted by the Texas commodity poultry attrition.

Excluding this impact, fourth quarter year-over-year unique customer growth was approximately 3.5%. Pounds in center-of-the-plate were approximately 2.4% lower than the prior-year fourth quarter.

Excluding the attrition related to the Texas commodity poultry program, center-of-the-plate pounds growth was 7.5% higher than prior-year fourth quarter. Gross profit margins decreased approximately 8 basis points.

Gross margin in specialty category increased approximately 45 basis points as compared to the fourth quarter of 2024, while gross margin in the center-of-the-plate category decreased approximately 50 basis points year-over-year. Jim will provide more detail on gross profit and margins in a few moments.

Now, please refer to Slide 4 for an update on certain of our operating metric improvements. Chart 1 shows continued improvement in gross profit dollars per route.

Fourth quarter 2025 trailing 12-month was 6.2% higher than full-year 2024 and 7.4% higher than 2023. Chart 2 shows fourth quarter 2025 trailing 12-month adjusted EBITDA per employee increased 13% versus full-year 2024 and 27% versus 2023.

Fourth quarter 2025 trailing 12-month adjusted operating expenses as a percentage of gross profit dollars improvement by 176 basis points versus full-year 2024 and 200 basis points better versus 2023. Before I turn it over to Jim, I'd like to highlight some of the accomplishments our teams across all divisions of Chefs' Warehouse delivered in 2025.

They delivered 9.1% full-year organic revenue growth, exceeding $4 billion in revenue for the first time in our history; approximately 18% increase adjusted EBITDA growth, adjusted EBITDA margin of 6.2%, and adjusted EPS growth of 29% versus 2024; strong free cash flow generation, providing for continued investment in regional growth with the acquisition of Italco Specialty Foods in Colorado; continued investment in distribution center capacity expansion and facility consolidation; strengthening our balance sheet with net debt to adjusted EBITDA approaching 2 times leverage; and the return of cash to shareholders via our share buyback program. Once again, I thank all of our teams across Chefs' Warehouse for their continued investment in talent, technology, category growth, and operational efficiency.

All these areas and many more allow our businesses to continue to provide our growing customer base with the highest-quality product and service, supplier partners with market share expansion, and our team members with opportunities for career enhancement. With that, I'll turn it over to Jim to discuss more detailed financial information for the quarter and an update on our liquidity.

Jim?

Thank you, Chris, and good morning, everyone. I'll now provide a comparison of our current quarter operating results versus the prior-year quarter and provide an update on our balance sheet and liquidity.

Please refer to Slide 5. Our net sales for the quarter ended December 26, 2025 increased approximately 10.5% to $1.143 billion from $1.034 billion in the fourth quarter of 2024.

The growth in net sales was a result of an increase in organic sales of approximately 9.7%, as well as the contribution of sales from acquisitions, which added approximately 0.8% to sales growth for the quarter. Net inflation was 8.3% in the fourth quarter, consisting of 3.4% inflation in our specialty category and 16.1% inflation in our center-of-the-plate category versus the prior-year quarter.

Reported inflation was impacted by two primary factors in the fourth quarter versus the prior-year quarter. Center-of-the-plate inflation was impacted by the commodity poultry program attrition in 2025.

Excluding this attrition impact, net inflation in center-of-the-plate was 9.5% versus the reported 16.1%. Continued growth in specialty cross-sell, as we further integrate CW and Hardie's, causes elevated reported specialty inflation for the fourth quarter.

Excluding this impact, specialty inflation was approximately 0.8%, and overall inflation for the company was approximately 4.3% versus the prior-year quarter. Gross profit increased 10.2% to $276.6 million for the fourth quarter of 2025 versus $251 million for the fourth quarter of 2024.

Gross profit margins decreased approximately 8 basis points to 24.2%. Selling, general, and administrative expenses increased approximately 8.9% to $225.2 million for the fourth quarter of 2025 from $206.8 million for the fourth quarter of 2024.

The increase was primarily due to higher costs associated with compensation and benefits to support sales growth, higher depreciation driven by facility and fleet investments, and higher self-insurance-related costs. Adjusted operating expenses increased 7.4% versus the prior-year fourth quarter, and as a percentage of net sales, adjusted operating expenses were 17.2% for the fourth quarter of 2025.

Operating income for the fourth quarter of 2025 was $43.2 million, compared to $46.5 million for the fourth quarter of 2024. The decrease in operating income was driven primarily by a $10.5 million increase in other operating expenses, which reflects an impairment charge on a non-core customer relationship intangible asset of $8 million, partially offset by higher gross profit versus the prior-year quarter.

Our GAAP net income was $21.7 million, or 50 cents per diluted share, for the fourth quarter of 2025, compared to net income of $23.9 million, or 55 cents per diluted share, for the fourth quarter of 2024. On a non-GAAP basis, we had adjusted EBITDA of $80.3 million for the fourth quarter of 2025, compared to $68.2 million for the prior-year fourth quarter.

Adjusted net income was $29.9 million, or 68 cents per diluted share, for the fourth quarter of 2025, compared to $23.9 million, or 55 cents per diluted share, for the prior-year fourth quarter. Turning to the balance sheet and an update on our liquidity.

Please refer to Slide 6. At the end of the fourth quarter, we had total liquidity of $280.5 million, comprised of $121 million in cash and $159.5 million of availability under our ABL facility.

Subsequent to the close of the fourth quarter of 2025, on January 20th, 2026, we completed the repricing of our term loan maturing in 2029. The fixed spread above SOFR was reduced from 3% to 2.5%.

As of December 26, 2025, total net debt was approximately $529.5 million, inclusive of all cash and cash equivalents, and net debt to adjusted EBITDA was approximately 2.1 times. Turning to our full-year guidance for 2026.

Based on current trends in the business, we are providing the full financial guidance as follows: we estimate that net sales for the full year of 2026 will be in the range of $4.35 billion to $4.45 billion, gross profit to be between $1.053 billion and $1.076 billion, and adjusted EBITDA to be between $276 million and $286 million. Please note, for the full year of 2026, we expect the convertible notes maturing in 2028 to be dilutive, and therefore, we expect the fully diluted share count to be between approximately 46 and 46.7 million shares.

Thank you, and at this point, we'll open up to questions. Operator?

Hi, this is Matt Rothway on for Mark Carden. Thank you for taking our questions.

With the extreme winter weather that we saw at the end of January and early February, how have your year-to-date sales tracked versus your expectations?

Thanks for the question. January was, obviously January is seasonally the slowest or weakest month of the year in the industry, but our January was actually very, very good, very strong.

The storm impacted the first fiscal week of February, and it'll be a temporary impact. It really impacted that one week, and the second week of February bounced back really nicely.

Great, thank you. Then as a follow-up, at the midpoint of your guidance, it implies a flat gross margin for the year and some healthy operating expense leverage.

Can you talk about some of the drivers of that operating expense leverage?

If you look at us, we tend to keep gross profit margin fairly flattish when we guide forward versus the prior quarter or the prior year, because product mix and changes and category growth in different products through our markets that have various levels of maturity always tend to move margin around. Basically, we're focused on growing gross profit dollars higher than our adjusted OpEx year-over-year, and ideally quarter-over-quarter and month-over-month.

That's really the only reason. The range reflects various levels of volume, product mix changes, and market factors that could change gross profit margin through the year, but we still expect to generate pretty good operating leverage.

Great, thank you.

Thank you.

Thanks. Good morning.

Morning, Alex.

Congrats on 2025. It's certainly a year of uncertainties with the tariffs and commodity volatility and choppy consumer.

I guess just stepping back as you look ahead, what do you think are going to be some of the bigger challenges or uncertainties to overcome in 2026 if you had to sort of rank what keeps you up at night or might impact your business more than others?

Yeah. Besides the storm that hit us, what we saw, as Jim said, we had a really strong January and, besides the storm, the next following after the storm February was really strong.

We're seeing our customers doing really well, the continued growth. The numbers we saw from hotels coming out, strong bookings.

They had a good season. As always, Alex, we're cautiously optimistic.

After COVID, nothing seems like an insurmountable headwind to deal with. Some inflation, deflation, some tariff noise, our focus again is upscale casual to the finest dining in the world from our collection of customer base.

We're so diversified now that I think we have a really good balance to have more and more customers. We're cautiously optimistic.

A little tariff noise, a little this, our diversified portfolio of thousands of suppliers from over 45 countries, I think gives us a really good base that at least we sleep with one eye closed, so. Hopefully that answers your question.

Yep. Got it.

As a follow-up, wonder if you could talk about capital allocation priorities. I know buybacks have been pretty measured, and the debt leverage now at the lower end of your target range.

Looks like another strong year of free cash flow generation if you're looking forward. Just how much are you focused on keeping dry powder for potential acquisitions or what's the thought process heading into '26?

Alex, I think you put it really nicely, all of the above. I think we definitely want to keep dry powder to take advantage of some acquired growth that could be accretive and strategic.

We definitely want to continue to strengthen the balance sheet gradually, and we expect to continue to return some cash to shareholders opportunistically. We don't have a scheduled program in place or an ASR or anything like that, we do it when we can and when the market provides a good opportunity to.

I just think we're going to continue on the path that we've been for right now until something would change that.

Okay. Thanks for the color.

Thank you.

Thanks. Morning, guys.

Maybe just on that point quickly, Jim. You are down to 2 times leveraged.

Do you think that or within your guidance, do you think that there would be more buyback this year, for example?

There definitely could be, but once again, we look at it opportunistically. We take a look at what's the return estimate on share buyback versus doing an acquisition that has presented itself and could be a possibility versus continuing to delever.

As we delever, we put us in an even better position to take advantage of market opportunities. I don't think we're going to send a message today that we're going to drastically increase our buyback.

We do have to get the renewal of our program in place, and we'll do that at our board meeting coming up, we expect to. More to come on that.

Okay. As you think about your guidance for this year, I guess is there any notable shape you'd call out to kind of the sales growth cadence or the margin cadence?

I know you'll lap some of those business exits in 2Q. Could you sort of just talk about how you kind of thought about that, and also maybe how inflation factors into that if you expect that to be sort of steady through the year or fading perhaps?

Yeah. Thanks for the question.

No, I think the guidance is pretty consistent with what we've done historically. We tend to I think be a little conservative.

We're coming off a very strong 2025. I think we feel pretty good about '26, but the guidance implies year-over-year revenue growth of between 6% to 8%.

That's the higher end and even a little bit higher than our long-term algorithm that we put out to 2028. Obviously we had higher growth in '25, but we tend to add a little bit of risk adjustment.

We just think that that's prudent. In terms of inflation, we assume kind of a normal level of, kind of call it 2% to 4%, and the remainder being product mix changes and volume growth, and we'll adapt and adjust that as we pace through the year.

Being just through the first month of 2026, we tend to not adjust the guidance significantly.

Great. Thanks, and congrats on a great quarter.

I was hoping you guys could comment a little bit on any regional variances in performance that you're seeing, any notable call-outs, particularly in your large growth markets, California, Texas, Florida. Anything to note there?

Yeah. Peter, I really don't have any bad news.

It was a great quarter. The team did a great job, they're really focused.

Again, we've built some new facilities, and we're getting great returns on them. We continue to hire more and more sales people in those markets that we see a lot of growth opportunity.

We continue to hire into our digital team, right, to reinforce our presence online where a lot of our customers are going, and more and more orders are coming through, and we're able to communicate with the customer between our outside sales force, our inside sales support, and our digital presence. I think you see that our strategy is working, right.

We're able to sell more items to more customers. That's our job.

As we get better and better, I call it our family of companies, from our protein division to our fresh produce division to our specialty, it's all working, I think as planned, and just the goal for 2026 is to keep getting better and better at that and to keep increasing our share of wallet and keep taking market share and winning new customer openings and expanding our territory. It's a playbook that we've put in place.

As we continue to get more and more synergies, more products on the same trucks, I think you're seeing the results.

Great. Anything you can comment on the Middle East business?

I know that business has been rather strong past several quarters, year or so. Any update you can provide on that trajectory as well?

Yeah. Again, we've made large investments there.

We've had a lot of the CapEx course from last year is done, and the business continues to perform. We think the region will continue to grow.

I actually just did a trip out there and was very pleased with what I saw, strong management team, continue to expand the sales force, and we see a very, very long road of positive growth, it's an exciting, exciting territory for us.

Thank you very much.

Thanks, Pete.

Hey, guys. Thanks for taking my question.

I just wanted to ask, I know you guys have talked a little bit about AI deployment with opportunities for dynamic pricing, some customer behavior analysis. I just want to know going into '26, how do you expect I guess the ramp of some of these potential initiatives, and I guess what inning are we in in terms of realizing some of the benefits here?

Yeah. That's a great question, and we've used AI, we used to just not call it AI.

We've had a lot of focus on improving the insights into our customer behavior and the way we look at all our business and in continue to improve our functions and our capabilities and efficiencies. I think it's ingrained now into our daily lives, that those departments report in, and we continue to measure the information we get.

Sometimes it's an overload at the end of the day. We can only look at a customer and speak to a customer so much, and I think they have the same tools now looking at their business.

I would say what inning are we in, I think we're always back at inning one because the technology just continues to evolve. It's how do we use the information, and at a certain point it's when I'm addressing our sales teams is you have the information, use the technology.

It's improving your life, quality of life too. It's doing a lot of the work that you used to have to spend hours and hours doing your own summary reports and research, and utilize that time to go see more customers and sell more items, and I don't think that's ever going to change.

Awesome. Thanks, Chris.

Just a follow-up. Jim, I think previously you had kind of described the M&A environment as being frothy.

I just want to know heading into '26, would you have a similar comment?

I don't think anything's changed in terms of the market or outlook on M&A. As Chris often says, he has a pile of opportunities on his desk really consistently.

We're just being very cautious and looking for the right opportunities. I don't know, Chris, if there's anything you want to add around M&A.

Yeah. We're in such a great spot right now that we've done so much M&A, and when your organic growth can be, my goal's always to try to hit 10%.

Things have to make a lot more sense now than when we were trying to grab new territory or build categories. Cautiously optimistic that we will get some really good M&A deals that are synergistic and give us something that we're missing or enhance a territory.

I always say that a good fold-in, I would do it every week because they're low risk, and they just supercharge our organic growth in most cases. We're constantly looking, and constantly speaking to a lot of people that I'm sure there'll be some really good M&A, but I really love where we're sitting right now.

It has to be something that makes great sense. We continue to talk, and I think eventually there'll be some good deals done, but right now we're really happy where we sit.

Thanks, guys.

Thank you.

Hi, good morning, and congrats also on a strong strong year and a strong finish to the year. Was curious as you kind of think about your 2026 guidance outlook, how much new market investment is built into there, and maybe you can just kind of fold in with that just an update on Italco and if Denver is in a market that is going to get some more investment or what are the priority investment regions for this coming year?

Yeah. Thanks, Kelly.

Obviously, we've made a lot of investments in a lot of territories from the Middle East to California to Portland, Oregon to Florida. We're expecting to continue to get an ROI on all those investments, and we are.

The team is doing an unbelievable job, and you're seeing the results. Colorado's a long-term investment.

We're getting ready to move that business into a much bigger facility and really go after that market. We're really excited about that, but we're in the really early innings.

I would say Texas is the investments that we continuing to make, we have to synergize a lot of those businesses. We have multiple warehouses, and we're probably in the second inning of that business.

It continues to grow, continues to do well, it continues to be profitable. I think that's a big big opportunity, as we continue to Chefisize the businesses that we bought in Texas.

What's driving a lot of the positive momentum that you're seeing is Florida, is New York, is California. Chicago's doing really well.

We really don't have too many spots that we're at that beginning where we're just getting our arms around it. We still have to synergize New England, we have to synergize what we do in the Mid-Atlantic, and we're looking at even New York where so successful, how do we double that, right?

I think we continue to invest in all our businesses, and what we're seeing now is the opportunities yet we still have to go more into the South, right? We're small in Tennessee, tiny in the Carolinas, connect the dots from Florida all the way up to Virginia to make sure that we are able to service all our customers who are growing nationally, and look for opportunities overseas.

We see the success we have in the Middle East, and we think that we can have more success. We think the Chef model works in more and more places, we're keeping our eyes open, and the phone line's going.

Thank you, that was helpful. Just in terms of the sales force, are you able to share just a figure on what you're targeting for head count or maybe you're not targeting, maybe that's more kind of a bottoms-up culmination of the different markets, but just kind of wondering how that looks in '26 versus '25.

I think the strategy is the same. If you find really, really good people, hire them.

They're hard to find, and takes time to develop somebody into someone that could sell the Chef book, right? We're selling to the best chefs in the world.

You got to be knowledgeable when you do go out, or knowledgeable when you're on the phone, and that takes time. Job one is to make sure that great people stay.

We often say that I think, once you get past year two or three, a lot of people are here for, I don't want to say for the rest of their lives, but it's one of the best jobs you can get in the food industry, right? You're talking to great chefs, you're around great ingredients, you're talking to great farmers, people that enjoy that environment, it's a great place to be, and they rarely leave.

Chefs' Warehouse is hiring. If you're great, we want to hire you.

We're hiring as fast as possible.

Thank you.

Thanks.

Hey, good morning, and I'll add my congratulations on a really great year. A couple questions.

If I look at the kind of the KPI chart in the deck around the gross profit dollars per route and the adjusted EBITDA per employee, what strikes me is kind of the consistent improvement you've seen annually over the 2-year basis that you present. As you start to look forward, are we far enough into the wave of some of the bigger facility consolidations that should we be thinking about that same level of contribution from a gross profit per route standpoint, or is that something that just moderates as some of these bigger investments in Southern California and Florida mature over time?

Then the rate of average EBITDA per employee improvement, how much of that is facility-related versus technology versus scale?

It's a good question, Todd.

I think I'll let Chris add. I'll just say that in terms of the go-forward, it's really going to align with our execution against our guidance.

If we continue to execute with operating leverage of 150 to 200 basis points a year kind of in the range that we delivered the last 2 years, then you'll continue to see those metrics improve. I think Chris mentioned we're in the early innings in terms of a lot of the investments that we made in facility expansion, facility consolidations.

Most of those are in the last 2 years. As we came out of COVID and we started to leverage those, I think we're in the early innings.

We're going to continue to improve on those metrics. We still have some more.

We're going to consolidate our specialty facilities in Portland this year. We're working on the expansion of our Las Vegas processing center.

We're expanding freezers in a number of markets. We're continuing, Chris talked about Denver and what we have to do in some of the other markets like New England.

We're going to continue to have a moderate pace of investments that involve not only route consolidation, facility consolidations, as well as expansion for growth. I think those metrics will continue to improve.

Yeah. I don't think there's a ceiling, Todd, to how much better we can get and how much more to the bottom line percentage-wise we can deliver.

I think we're realizing when we went public in the 2011, we had a mountain to climb, right, trying to open up new facilities, buy companies, put technology in. We had tremendous headwind in trying to deliver on the numbers, I think, and the expectations.

We stayed true to our strategy and the course in the belief that what we do and building moats around our model, at a certain point we would start to get that leverage, and I think we're starting to see. We're delivering on our expectations that incrementally we would get better year-in, keep, that EBITDA margin would continue to improve.

Obviously we want to be competitive. We don't want to slow growth down by pushing it too high.

We're really comfortable where we are right now, but we still have a good road of synergistic improvement as we consolidate facilities, as we consolidate sales force, more and more technology goes in and gives us that efficiency, right, to scale more efficiently. We're really excited about the possibilities of how much better we can get.

That's great. Thank you both.

Then just one more quick one, and I'll hop back in queue. As you're talking to your customers, Chris, it seems like the consumer and it feels maybe beyond faddish at this point, this focus around protein consumption and the whole kind of food pyramid and how people are eating.

Are you seeing menus change, or I'm just trying to think within the concept of the center-of-the-plate protein part of the business, are menus maybe coming your way to kind of drive that piece of the business in '26 with more proteins focused on your clients' menus? Thanks.

Yeah. I think the right way to look at it is, you've had so many fads and it's always about how is the shot affecting the business, we went through that everybody was going to become a vegan, everyone's gluten-free, everybody is now high-protein.

What I think it's just normalizing. You have great options now on most menus.

If you're a vegetarian, you have great options. You don't have to go to a vegetarian restaurant.

I'm out just about every day, and if I don't really feel like eating a high-animal-fat protein dinner, there's great options on the menu to satisfy you. If you want a steak, most menus have a great steak or a great piece of fish or chicken.

We sell great Indian type restaurants and great Asian-type restaurants, I think that chefs are very creative, and restaurateurs are very entrepreneurial, and I think you're starting to see that blend in menus that can, if you're a party of four, everybody can get what they want. I think it's really evolved in a very positive way, and I think a lot of that's The Chefs' Warehouse, the way we go to market, and our portfolio of ingredients, and the way we come in with all our experts and that team sell.

I'm very excited of what I'm seeing and the growth, and I think we can keep that up for many, many years.

That's great. Thanks, Chris.

Sure. Thank everybody for joining our first-quarter call.

We're really proud of what our team was able to accomplish in '25 and in the fourth quarter. Besides Mother Nature giving us some challenges, we are really excited about what we saw in January and continue to see in February.

I think our team is just doing an unbelievable job, and we look forward to having a great year. Thank everybody for joining today's call, and look forward to our next call.

Thank you.