{"filing":{"accession_number":"0001517175-26-000030","cik":"0001517175","ticker":"CHEF","company_name":"Chefs' Warehouse, Inc.","form":"8-K","filing_date":"2026-10-19","report_date":"2026-10-19","primary_document":"chef-20261019.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1517175/000151717526000030/chef-20261019.htm"},"events":[{"id":36132,"run_id":33315,"accession_number":"0001517175-26-000030","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"On October 15, 2026, Chefs' Warehouse entered into a new $675 million senior secured term loan facility due in 2033, which refinances the Company's existing $305 million term loan and redeems convertible notes. The proceeds were used to refinance existing debt, redeem notes, and fund capital expenditures and general corporate purposes.","company_name":"Chefs' Warehouse, Inc.","ticker":"CHEF","filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40440,"accession_number":"0001517175-26-000030","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into a new $675 million senior secured term loan facility on October 15, 2026, which refinances the Company's existing term loan and redeems convertible notes. This is a material creation of a direct financial obligation. The substantial principal amount, seven-year maturity, and use of proceeds (refinancing existing debt and redeeming notes) are hallmarks of a material debt issuance event under Item 1.01 and Item 2.03.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:42:45.474455+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40441,"accession_number":"0001517175-26-000030","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses termination of a prior term loan credit agreement ($305 million facility) and concurrent repayment of approximately $244.7 million in outstanding obligations. While Item 1.02 addresses termination, the substance of the disclosure centers on refinancing activity—repayment of existing debt and entry into a new term loan credit agreement. This is material debt restructuring activity. The event is classified as debt_issuance rather than a pure termination because the concurrent entry into the \"New Term Loan Credit Agreement\" (referenced but not detailed in this excerpt) represents the material financial event; the termination is incidental to the refinancing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:42:45.474455+00:00","company_name":"","ticker":null,"filing_date":""},{"id":40442,"accession_number":"0001517175-26-000030","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses creation of a new $675 million term loan facility due in 2033, which is a direct financial obligation. The proceeds were used to refinance existing debt, redeem notes, and fund capital expenditures and general corporate purposes. This is a material debt issuance event typical of Item 2.03 disclosures.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:42:45.474455+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":36133,"run_id":33315,"accession_number":"0001517175-26-000030","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Holders of convertible notes elected to convert approximately $287.2 million in principal amount of 2.375% Convertible Senior Notes due 2028 into 2,671,056 shares of common stock, resulting in material dilution to existing shareholders. The shares were issued pursuant to the Section 3(a)(9) exemption from registration.","company_name":"Chefs' Warehouse, Inc.","ticker":"CHEF","filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40443,"accession_number":"0001517175-26-000030","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the issuance of 2,671,056 shares of common stock (the \"Conversion Shares\") to holders of convertible notes who elected to convert approximately $287.2 million in principal amount of 2.375% Convertible Senior Notes due 2028. The conversion resulted in dilution to existing shareholders through the issuance of equity securities in exchange for debt, and the shares were issued pursuant to Section 3(a)(9) exemption from registration. This is a material capital event affecting the equity base of the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:42:45.474455+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":40440,"accession_number":"0001517175-26-000030","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into a new $675 million senior secured term loan facility on October 15, 2026, which refinances the Company's existing term loan and redeems convertible notes. This is a material creation of a direct financial obligation. The substantial principal amount, seven-year maturity, and use of proceeds (refinancing existing debt and redeeming notes) are hallmarks of a material debt issuance event under Item 1.01 and Item 2.03.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:42:45.474455+00:00","company_name":"Chefs' Warehouse, Inc.","ticker":"CHEF","filing_date":"2026-10-19"},{"id":40441,"accession_number":"0001517175-26-000030","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses termination of a prior term loan credit agreement ($305 million facility) and concurrent repayment of approximately $244.7 million in outstanding obligations. While Item 1.02 addresses termination, the substance of the disclosure centers on refinancing activity—repayment of existing debt and entry into a new term loan credit agreement. This is material debt restructuring activity. The event is classified as debt_issuance rather than a pure termination because the concurrent entry into the \"New Term Loan Credit Agreement\" (referenced but not detailed in this excerpt) represents the material financial event; the termination is incidental to the refinancing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:42:45.474455+00:00","company_name":"Chefs' Warehouse, Inc.","ticker":"CHEF","filing_date":"2026-10-19"},{"id":40442,"accession_number":"0001517175-26-000030","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses creation of a new $675 million term loan facility due in 2033, which is a direct financial obligation. The proceeds were used to refinance existing debt, redeem notes, and fund capital expenditures and general corporate purposes. This is a material debt issuance event typical of Item 2.03 disclosures.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:42:45.474455+00:00","company_name":"Chefs' Warehouse, Inc.","ticker":"CHEF","filing_date":"2026-10-19"},{"id":40443,"accession_number":"0001517175-26-000030","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the issuance of 2,671,056 shares of common stock (the \"Conversion Shares\") to holders of convertible notes who elected to convert approximately $287.2 million in principal amount of 2.375% Convertible Senior Notes due 2028. The conversion resulted in dilution to existing shareholders through the issuance of equity securities in exchange for debt, and the shares were issued pursuant to Section 3(a)(9) exemption from registration. This is a material capital event affecting the equity base of the company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:42:45.474455+00:00","company_name":"Chefs' Warehouse, Inc.","ticker":"CHEF","filing_date":"2026-10-19"}]}