UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2024 

THE CHEFS’ WAREHOUSE, INC. 

(Exact name of registrant as specified in its charter)

100 East Ridge Road 

Ridgefield, Connecticut 06877 

(Address of principal executive offices)

Registrant’s telephone number, including area code: (203) 894-1345 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. 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 Item 1.01 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.

(d)  Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  December 5, 2024