of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry Into a Material Definitive Agreement New Credit Agreement On October 15, 2026, Dairyland USA Corporation (“Dairyland”) and Chefs’ Warehouse Parent, LLC (“CW Parent”), as borrowers (together, the “Borrowers”), and The Chefs’ Warehouse, Inc. (the “Company”) and certain other subsidiaries of the Company, as guarantors, entered into a new credit agreement (the “New Term Loan Credit Agreement”) with a group of lenders for which Jefferies Finance LLC (“Jefferies”) acts as administrative agent…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. As disclosed above, the Company has entered into a new $675 million term loan facility due in 2033. Proceeds from the New Term Loan Facility were used (i) to refinance the Borrowers’ existing term loan facility under the Prior Term Loan Credit Agreement, (ii) redeem the Notes (as defined in

Unregistered Sales of Equity Securities. As previously announced, on August 12, 2026 (the “Redemption Notice Date”), the Company issued a notice (the “Redemption Notice”) to holders of its 2.375% Convertible Senior Notes due 2028 (the “Notes”) issued under the Indenture dated as of December 13, 2022, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), calling the outstanding principal amount of the Notes for redemption on October 15, 2…

Termination of a Material Definitive Agreement. Concurrently with the entry into the New Term Loan Credit Agreement, the Borrowers repaid in full all outstanding obligations under the Prior Term Loan Credit Agreement, including all accrued and unpaid interest, in an aggregate amount of approximately $244.7 million. Upon such repayment, the Prior Term Loan Credit Agreement was terminated and all related liens were released. The Prior Term Loan Credit Agreement provided for senior secured debt…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Director — Ivy Brown: Ms. Ivy Brown resigned from the Board for personal reasons.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of Form 8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained here…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On June 16, 2025, The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (“ the Company ”) entered into Amendment No. 13 (the “ Thirteenth Amendment ”) to its senior secured term loan credit agreement, originally dated as of June 22, 2016, as amended, restated, supplemented or otherwise modified from time to time, by and among the Company, Chefs’ Warehouse Parent, LLC, as borrower, Dairyland USA Corporation, as borrower, certain other subsidiaries of the Company…

Director — Richard N. Peretz: The director offered to resign after failing to receive a majority vote, but the Board explicitly declined to accept the resignation, meaning the director remains in office and no departure occurred.

The filing describes the approval of an equity incentive plan amendment, which is a compensatory arrangement rather than a change in management personnel.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of Form 8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained here…

Unregistered Sales of Equity Securities On December 1, 2024, the outstanding 1.875% Convertible Senior Notes Due 2024 (the “2024 Convertible Notes”) issued by The Chefs’ Warehouse, Inc. (the “Company”) matured. In connection with the maturity, the Company issued 858,360 shares of its Common Stock, par value $0.01 per share, pursuant to the exercise of conversion rights applicable to the 2024 Convertible Notes. The information set forth under

of the Form 8-K filed by the Company on November 22, 2019 at the time of the issuance of the 2024 Convertible Notes is incorporated herein by reference.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On October 22, 2024, The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (“ the Company ”) entered into Amendment No. 12 (the “ Twelfth Amendment ”) to its senior secured term loan credit agreement, originally dated as of June 22, 2016, as amended, restated, supplemented or otherwise modified from time to time, by and among the Company, Chefs’ Warehouse Parent, LLC, as borrower, Dairyland USA Corporation, as borrower, certain other subsidiaries of the Company…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On May 31, 2024, The Chefs’ Warehouse, Inc., a Delaware corporation (the “ Compan y”), entered into an amendment (the “ Amendment ”) to that certain Cooperation Agreement, dated as of March 1, 2024 (the “ Cooperation A g reement ”), by and among Legion Partners Asset Management, LLC, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, and Raymond White (collectively, the “ Inv…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.