Chefs' Warehouse, Inc.CHEF
Chefs' Warehouse, Inc. Debt Disclosure
Debt Obligations
Debt obligations as of December 26, 2025 and December 27, 2024 consisted of the following:
| Weighted Average Effective Interest Rate at December 26, 2025 | Maturity | December 26, 2025 | December 27, 2024 | ||||||||||||||||||||
| Senior secured term loans | 7.66 | % | August 2029 | $ | 252,000 | $ | 260,000 | ||||||||||||||||
| 2028 Convertible senior notes | 2.77 | % | December 2028 | 287,500 | 287,500 | ||||||||||||||||||
| Asset-based loan facility | 6.04 | % | August 2030 | 100,000 | 120,000 | ||||||||||||||||||
| Finance leases and other financing obligations | 7.19 | % | Various | 119,451 | 52,673 | ||||||||||||||||||
| Unamortized deferred costs | (10,421) | (13,389) | |||||||||||||||||||||
| Total debt obligations | 748,530 | 706,784 | |||||||||||||||||||||
| Less: current installments | (28,197) | (18,040) | |||||||||||||||||||||
| Total long-term debt | $ | 720,333 | $ | 688,744 | |||||||||||||||||||
Maturities of the Company’s debt, excluding finance leases, for each of the next five years and thereafter at December 26, 2025 are as follows:
| 2026 | $ | 8,500 | |||
| 2027 | 8,500 | ||||
| 2028 | 290,500 | ||||
| 2029 | 243,000 | ||||
| 2030 | 100,000 | ||||
| Total | $ | 650,500 | |||
See Note 11 - Leases for finance lease maturities.
Senior Secured Term Loan Credit Facility
In June 2016, the Company entered into a credit agreement (the “Term Loan Credit Agreement”) with a group of lenders that provides for a senior secured term loan B facility (the “Term Loan Facility”). The Term Loan Credit Agreement has been subsequently amended to increase the aggregate principal amount to $300,000, extend the maturity date to August 23, 2029 (“2029 Term Loans”) and reduce the interest rate spread, among other items. The funds from the 2029 Term Loans have been used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital, and general corporate purposes of the Company. Substantially all of the Company’s assets are pledged as collateral.
The amendments to the Term Loan Credit Agreement involved multiple members of a loan syndicate. For each amendment, the Company performed an analysis for each lender to determine whether the amendment resulted in a substantial change to the remaining cash flows. For the amendments occurring during fiscal 2025, 2024 and 2023, the transactions were accounted for as a modification for the existing lenders. For the lenders that exited the loan syndicate, their portion of unamortized deferred financing fees were recorded in interest expense within the Company’s consolidated statements of operations.
The Company also made voluntary prepayments of $5,000, $14,000 and $20,000 towards the 2029 Term Loans in fiscal 2025, 2024 and 2023, respectively. In connection with these prepayments, the Company wrote-off unamortized deferred financing fees, which were included in interest expense within the Company’s consolidated statements of operations.
The Company recorded the following in its consolidated statements of operations as a result of these debt amendments and prepayments:
| Fiscal Years Ended | |||||||||||||||||
| December 26, 2025 | December 27, 2024 | December 29, 2023 | |||||||||||||||
Loss on debt extinguishment included in interest expense: | |||||||||||||||||
| Related to term loan amendments | $ | — | $ | 154 | $ | — | |||||||||||
| Related to term loan prepayments | 150 | 531 | 770 | ||||||||||||||
Arrangement fees included in interest expense | 525 | 1,300 | — | ||||||||||||||
Third-party transaction costs included in other operating expenses | 49 | 156 | 319 | ||||||||||||||
The Term Credit Agreement includes an accordion which permits the Company to request that the lenders extend additional Term Loans based on certain performance, leverage ratio and other restrictions. The Term Loan Credit Agreement includes a springing maturity of the earlier of August 23, 2029 and the date that is 181 days prior to the schedule maturity date of any individual trance of unsecured indebtedness of which a principal amount in excess of $40,000 remains outstanding on such date.
The interest charged on the 2029 Term Loans is equal to a spread plus, at the Company’s option, either the Alternate Base Rate or the secured overnight financing rate (“SOFR”) for one-, two-, three- or six -month interest periods chosen by the Company. The Company is required to make scheduled principal payments of 0.25% of the original principal amount per quarter.
The Term Loan Facility contains affirmative covenants, negative covenants and events of default customary for a term loan B facility of this type. Additionally, the Term Loan Facility includes covenants that restrict the Company’s ability to pay dividends subject to compliance with certain baskets and leverage ratio tests.
Asset-Based Loan Facility
In June 2018, the Company entered into a credit agreement (the “ABL Credit Agreement”) with a group of lenders that provides for an asset-based loan facility (the “ABL”) in the aggregate amount of up to $150,000. The ABL Credit Agreement has been subsequently amended to increase the aggregate commitments to $300,000, extend the maturity date to August 20, 2030, eliminate the credit spread adjustment on the interest rate charged on borrowings and increase the aggregate letters of credit to not exceed $50,000, among other items. The Company incurred transaction costs of $658 as a result of an amendment in fiscal 2025, which were capitalized as deferred financing fees to be amortized over the term of the ABL, presented in other non-current assets in the Company’s consolidated balance sheet.
Borrowings under the ABL have been used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company. Availability under the ABL will be limited to a borrowing base equal to the lesser of: (i) the aggregate amount of commitments or (ii) the sum of specified percentages of eligible receivables and eligible inventory, minus certain availability reserves. The Company under the ABL is entitled on one or more occasions, subject to the satisfaction of certain conditions, to request an increase in the commitments under the ABL in an aggregate principal amount of up to $25,000. The ABL includes a springing maturity date that occurs 90 days prior to the earliest maturity under the Company’s senior secured term loan facility and the date that is 181 days prior to the scheduled maturity date of any individual tranche of unsecured indebtedness of which a principal amount in excess of $40,000 remains outstanding on such date and the maturity date.
The interest rate charged on borrowings under the ABL is equal to, at the Company’s option, either the Base Rate or a forward-looking term rate based on SOFR for one-, three-, or six-month interest periods chosen by the Company. The Company will pay certain recurring fees with respect to the ABL, including fees on unused lender commitments.
The ABL Credit Agreement contains customary affirmative covenants, negative covenants and events of default as more particularly described in the ABL Credit Agreement. If the amount of availability under the ABL falls below $21,000 or 10% of
the Line Cap, as defined as the lessor of the aggregate commitment and the borrowing base, the Company is required to comply with a minimum consolidated fixed charge coverage ratio of 1:1.
As of December 26, 2025, the Company had reserved $40,484 of the ABL for the issuance of letters of credit and funds totaling $159,516 were available for borrowing under the ABL.
2028 Convertible Senior Notes
In December 2022, the Company issued $287,500 aggregate principal amount of 2.375% Convertible Senior Notes (the “2028 Convertible Notes”). Net proceeds have been used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company.
The 2028 Convertible Notes bear interest of 2.375% per annum payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023. The initial conversion price is approximately $44.27 per share together with cash in lieu of any fractional share. The conversion price is subject to adjustments upon the occurrence of certain events. The 2028 Convertible Notes will mature on December 15, 2028, unless earlier converted or repurchased in accordance with their terms.
Before September 15, 2028, holders of the 2028 Convertible Notes will have the right to convert only upon the occurrence of certain events. From and after September 15, 2028, holders may convert at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.
In addition, if the Company undergoes a fundamental change, as described in the 2028 Indenture, holders may require the Company to repurchase for cash all or part of their 2028 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the required repurchase date.
2024 Convertible Senior Notes
On December 1, 2024, the Company’s 1.875% 2024 Convertible Senior Notes matured and, in accordance with the exercise of its conversion rights provisions, the Company issued 858,360 shares of its common stock and paid approximately $2,117, which included accrued interest on the 2024 Convertible Notes.
Italco Unsecured Note
In connection with the Italco acquisition, the Company issued a $11,000 unsecured note bearing interest of 4.5%, at an original issue discount of $300. The principal on the unsecured note is due in two equal installments on October 1, 2026 and 2027 and is presented under the caption “Finance leases and other financing obligations” in the table above.
GreenLeaf Unsecured Note
In connection with the GreenLeaf acquisition, the Company issued a $10,000 unsecured note that matured on April 20, 2025. The first installment of the principal on the unsecured note of $5,000 was paid in April 2024, and the second installment was paid on maturity. The unsecured note at December 27, 2024 is presented under the caption “Finance leases and other financing obligations” in the table above.
Convertible Unsecured Note
In 2019, as partial consideration for an acquisition, the Company issued a $4,000 convertible unsecured note that matured on June 29, 2023. The unsecured note and was repaid in full, including all accrued interest, for $4,049 in cash.
Convertible Notes
The net carry value of the Company’s 2028 convertible senior notes as of December 26, 2025 and December 27, 2024 was:
| December 26, 2025 | December 27, 2024 | |||||||||||||||||||||||||||||||||||||
| Principal Amount | Unamortized Deferred Costs and Premium | Net Amount | Principal Amount | Unamortized Deferred Costs and Premium | Net Amount | |||||||||||||||||||||||||||||||||
| 2028 Convertible Notes | $ | 287,500 | $ | (3,438) | $ | 284,062 | $ | 287,500 | $ | (4,584) | $ | 282,916 | ||||||||||||||||||||||||||
The components of interest expense on the Company’s convertible notes were as follows:
| Fiscal Years Ended | |||||||||||||||||
| December 26, 2025 | December 27, 2024 | December 29, 2023 | |||||||||||||||
| Coupon interest | $ | 6,828 | $ | 7,572 | $ | 7,578 | |||||||||||
| Amortization of deferred costs and premium | 1,146 | 1,332 | 1,334 | ||||||||||||||
| Total interest | $ | 7,974 | $ | 8,904 | $ | 8,912 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 24, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 9, 2018 | |
| 2016 | Mar 10, 2017 | |
| 2015 | Mar 4, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.