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Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 30The week ahead

CHEF

Chefs' Warehouse, Inc.
NASDAQ · CONSUMER STAPLES · WHOLESALE-GROCERIES, GENERAL LINE
105.88
−1.41 −1.31%
USD · close Oct 23

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MKT CAP $4.3BP/E 57.9DIV YIELD —FCF YIELD 1.88%REV TTM $4.3B +10.0%NET INCOME $79.4M +24.4%NET DEBT $527.8M52W 57.27 – 116.42SEC XBRL · TTM TO Invalid Date

How CHEF rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
89%
of sentences unchanged
Added
26
new sentences
Dropped
17
sentences removed
Length
+212
words, now 12,661

New in FY2025

  • As of December 26, 2025, we had 5,156 full-time employees, 64 of whom (approximately 1%) are represented by unions and are operating under collective bargaining agreements which expire at various times between fiscal 2027 and 2028.
  • In addition, increased immigration enforcement measures could cause similar disruptions in our workforce or the workforce of our customers, distributors or suppliers.
  • Management determines the adequacy of these accruals based on a quarterly evaluation of our historical claims experience and medical cost trends.
  • Moreover, sales in our New York market accounted for approximately 16% of our net sales for fiscal year 2025.
  • For example, as artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks.
  • In addition, our systems may increasingly incorporate features involving artificial intelligence, which is complex, subject to increasing litigation and regulatory scrutiny, and may have errors or inadequacies that are not easily detectable.
  • In some instances, we may make use of third-party artificial intelligence products and services.
  • These features, products, and services may produce unintentional or unexpected outputs that are incorrect, infringe intellectual property or other rights, not match our business goals, not comply with our internal policies or applicable legal or contractual requirements, or otherwise be inconsistent with our business goals.
  • The failure to comply with applicable legal and regulatory requirements could result in investigations, litigation or other legal proceedings, administrative, civil or criminal fines or penalties, mandatory or voluntary product recalls, cease and desist orders against operations that are in noncompliance, closure of facilities or operations, the loss, modification or revocation of any existing licenses, permits or approvals or the failure to obtain additional licenses, permits or approvals in new jurisdictions where we intend to do business.
  • There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (“GHG”) emissions, energy usage and sustainability efforts, such as package recycling.
  • For example, on October 7, 2023, California Governor Gavin Newsom signed into law SB 261 (“SB 261”), Climate-Related Financial Risk, and SB 253 (“SB 253”), the Climate Corporate Data Accountability Act, which significantly expand climate-related disclosure requirements for certain companies doing business in California.
  • Commencing on January 1, 2026, and biennially thereafter, SB 261 would have mandated that we publicly disclose our climate-related financial risks, including disclosing strategies we have adopted to mitigate and adapt to these risks.
  • Chamber of Commerce, however, have sought to permanently enjoin the two laws, and, on November 18, 2025, the U.S.
  • Court of Appeals for the Ninth Circuit temporarily halted the enforcement of SB 261.
  • At oral arguments on January 9, 2026, a three-judge panel questioned the parties on freedom of speech issues.
  • Despite this uncertainty, many companies have invested significant time and resources preparing to comply with SB 261’s climate risk disclosure rules and are continuing their preparations while monitoring litigation developments.
  • A written decision is expected from the Ninth Circuit in 2026, which will determine whether the law will be permanently blocked or allowed to move forward.
  • If the Ninth Circuit allows SB 261 to move forward, we would expect that the California Air Resources Board (“CARB”) would promulgate a revised compliance deadline.
  • Noncompliance with the requirements of SB 261 could expose us to a fine of up to $50,000 per reporting year, and we may also be required to pay an annual filing fee.
  • The Ninth Circuit declined to temporarily halt the enforcement of SB 253, and SB 253 mandates that covered companies publicly report GHG emissions data annually with a maiden reporting deadline of August 11, 2026.
  • Noncompliance with the requirements of SB 253 could expose us to a fine of up to $500,000 per reporting year.
  • AB 1305, which became effective January 1, 2024, created new annual disclosure requirements for companies operating in California regarding the substantiation of certain climate-related statements.
  • Noncompliance with the requirements of AB 1305 could expose us to fines of up to $2,500 per individual violation, up to a total of $500,000.
  • As of December 26, 2025, we had approximately $759.0 million of total indebtedness, consisting of $252.0 million of loans outstanding on our senior secured term loan facility (“Term Loan”), $287.5 million of convertible debt, $100.0 million of borrowings outstanding under our asset-based loan facility (“ABL”) and $119.5 million of finance leases and other financing obligations.
  • As of February 9, 2026, our executive officers, directors and their affiliates beneficially owned, in the aggregate, approximately 12.7% of our outstanding shares of common stock.
  • In particular, Christopher Pappas, our president and chief executive officer, and John Pappas, our vice chairman and chief operating officer, beneficially owned approximately 11.0% of our outstanding shares of common stock as of February 9, 2026.

Gone since FY2024

  • As of December 27, 2024, we had 5,029 full-time employees, 145 of whom (approximately 3%) are represented by unions and are operating under collective bargaining agreements which expire at various times between fiscal 2025 and 2027.
  • Management determines the adequacy of these accruals based on a monthly evaluation of our historical claims experience and medical cost trends.
  • Moreover, sales in our New York market, which we define as our operations spanning from New York to Atlantic City, accounted for approximately 15.9% of our net sales for fiscal year 2024.
  • For example, to the extent artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks.
  • The failure to comply with applicable legal and regulatory requirements could result in investigations, litigation or other legal proceedings, administrative, civil or criminal fines or penalties, mandatory or voluntary product recalls, cease and desist orders against operations that are in non compliance, closure of facilities or operations, the loss, modification or revocation of any existing licenses, permits or approvals or the failure to obtain additional licenses, permits or approvals in new jurisdictions where we intend to do business.
  • There is an increased focus around the world by regulatory and legislative bodies at all levels towards policies relating to climate change and the impact of global warming, including the regulation of greenhouse gas (“GHG”) emissions, energy usage and sustainability efforts.
  • For example, on October 7, 2023, California Governor Gavin Newsom signed into law SB 261 (“SB 261”), Greenhouse Gases: Climate-Related Financial Risk, and SB 253 (“SB 253”), the Climate Corporate Data Accountability Act, which significantly expand climate-related disclosure requirements for companies doing business in California.
  • As a company with operations in California, we may fall under the jurisdiction of these new laws.
  • Commencing on January 1, 2026, and biennially thereafter, SB 261 mandates that we publicly disclose our climate-related financial risks, including disclosing strategies we have adopted to mitigate and adapt to these risks.
  • Non-compliance with the requirements of SB 261 could expose us to a fine of up to $50,000 per reporting year, and we may also be required to pay an annual filing fee.
  • Disclosure requirements under SB 253 are expected to be outlined by the California Air Resources Board (“CARB”) in July 2025, with disclosure obligations set to take effect starting in 2026 on or by a date to be determined by CARB.
  • Non-compliance with the requirements of SB 253 could expose us to a fine of up to $500,000 per reporting year.
  • AB 1305, which became effective January 1, 2024, created new annual disclosure requirements regarding substantiation of certain climate-related statements, and may increase our compliance costs.
  • Non-compliance with the requirements of AB 1305 could expose us to fines of up to $2,500 per individual violation, up to a total of $500,000.
  • As of December 27, 2024, we had approximately $720.2 million of total indebtedness, consisting of $260.0 million of loans outstanding on our senior secured term loan facility (“Term Loan”), $287.5 million of convertible debt, $120.0 million of borrowings outstanding under our asset-based loan facility (“ABL”) and $52.7 million of finance leases and other financing obligations.
  • As of February 10, 2025, our executive officers, directors and their affiliates beneficially owned, in the aggregate, approximately 12.6% of our outstanding shares of common stock.
  • In particular, Christopher Pappas, our president and chief executive officer, and John Pappas, our vice chairman and chief operating officer, beneficially owned approximately 10.8% of our outstanding shares of common stock as of February 10, 2025.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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