UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended ~~October~~January 3130, ~~2025~~2026

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number: 001-25225

Cracker Barrel Old Country Store, Inc.

(Exact name of registrant as specified in its charter)


Tennessee (State or other jurisdiction of incorporation or organization)		62-0812904 (I.R.S. Employer Identification Number)

305 Hartmann Drive, Lebanon, Tennessee (Address of principal executive offices)		37087-4779 (Zip code)

Registrant’s telephone number, including area code: (615) 444-5533

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (Par Value $0.01)
Rights to Purchase Series A Junior Participating
Preferred Stock (Par Value $0.01)

CBRL

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☑	Accelerated filer ☐	Non-accelerated filer ☐
Smaller reporting company ☐	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

22,~~328~~351,~~095~~023 Shares of Common Stock

Outstanding as of ~~November~~February 2826, ~~2025~~2026

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CRACKER BARREL OLD COUNTRY STORE, INC.

INDEX

Page PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income (Loss) 4 Condensed Consolidated Statements of Changes in Shareholders’ Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed Consolidated Financial Statements 7 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 33 ITEM 4. Controls and Procedures 33 PART II. OTHER INFORMATION ITEM 1A. Risk Factors 33 ITEM 5. Other Information 34 ITEM 6. Exhibits 3435 SIGNATURES 3536

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PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	~~October~~January 3130,		August 01,
	~~2025~~2026		2025*
ASSETS
Current Assets:
Cash and cash equivalents	$	8,~~937~~571	$	39,643
Accounts receivable		3135,~~331~~353		35,070
Income taxes receivable		814,~~348~~244		12,820
Inventories		~~209~~180,~~148~~342		180,585
Prepaid expenses and other current assets		4745,~~821~~233		44,994
Total current assets		~~305~~283,~~585~~743		313,112
Property and equipment		2,~~538~~536,~~410~~564		2,520,468
Less: Accumulated depreciation and amortization		1,~~570~~575,~~231~~104		1,553,492
Property and equipment – net		~~968~~961,~~179~~460		966,976
Operating lease right-of-use assets, net		~~799~~780,~~892~~952		806,084
Intangible assets		24,~~331~~325		24,350
Other assets		53,~~387~~332		51,362
Total assets	$	2,~~151~~103,~~374~~812	$	2,161,884

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	~~157~~126,~~446~~250	$	169,848
Current portion of long-term debt		149,~~401~~625		149,178
Accrued employee compensation		41,213		66,069
Taxes withheld and accrued		29,985		42,532
Other current liabilities		245,810		240,508
Accrued employee compensation		48,355		66,069
Total current liabilities		593,870		625,603
Other current liabilities		226,794		197,976
Long-term debt		400,897		335,457
Total current liabilities		581,009		625,603
Long-term operating lease liabilities		632,309		644,026
Long-term debt		381,839		335,457
Other long-term obligations		95,530		95,109
Long-term operating lease liabilities		618,610		644,026
Commitments and Contingencies (Note 10)
Other long-term obligations		96,527		95,109
Commitments and Contingencies (Note 10)

Shareholders’ Equity:
Preferred stock – 100,000,000 shares of $0.01 par value authorized; 300,000 shares designated as Series A Junior Participating Preferred Stock; no shares issued		—		—
Common stock – 400,000,000 shares of $0.01 par value authorized; 22,326,566 shares issued and outstanding at October 31, 2025, and 22,267,724 shares issued and outstanding at August 01, 2025		223		223
Common stock – 400,000,000 shares of $0.01 par value authorized; 22,350,789 shares issued and outstanding at January 30, 2026, and 22,267,724 shares issued and outstanding at August 01, 2025		224		223
Additional paid-in capital		79,~~691~~219		10,515
Retained earnings		~~420~~416,~~854~~384		450,951
Total shareholders’ equity		~~428~~425,~~768~~827		461,689
Total liabilities and shareholders’ equity	$	2,~~151~~103,~~374~~812	$	2,161,884

See Notes to unaudited Condensed Consolidated Financial Statements.

*	This Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheet as of August 01, 2025, as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended August 01, 2025.

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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In thousands, except share data)

(Unaudited)


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025

Total revenue	$	~~797~~874,~~188~~817	$	~~845~~949,~~089~~439	$	1,672,005	$	1,794,528
Cost of goods sold (exclusive of depreciation and rent)		~~248~~292,~~405~~660		~~258~~309,~~901~~832		541,065		568,733
Labor and other related expenses		~~301~~315,~~302~~725		~~307~~326,~~225~~336		617,027		633,561
Other store operating expenses		~~228~~217,~~845~~503		~~211~~220,~~548~~025		446,348		431,573
General and administrative expenses		4748,~~960~~048		5961,~~644~~672		96,008		121,316
Impairment and store closing costs		~~3,473~~418		~~700~~2,451		3,891		3,151
Operating income (loss)		~~(32,797)~~463		729,~~071~~123		(32,334)		36,194
Interest expense, net		34,~~724~~033		54,~~822~~978		7,757		10,800
Income (loss) before income taxes		(363,~~521~~570)		124,~~249~~145		(40,091)		25,394
Provision for income taxes (income tax benefit)		(114,~~899~~852)		(31,~~595)~~938		(16,751)		(1,657)
Net income (loss)	$	~~(24~~1,~~622)~~282	$	422,~~844~~207	$	(23,340)	$	27,051

Net income (loss) per share:
Basic	$	(10.~~10)~~06	$	01.2200	$	(1.05)	$	1.22
Diluted	$	(10.~~10)~~06	$	0.2299	$	(1.05)	$	1.21

Weighted average shares:
Basic		22,~~288~~345,~~991~~041		22,~~217~~258,~~737~~289		22,317,016		22,238,013
Diluted		22,~~288~~461,~~991~~839		22,~~390~~456,~~249~~421		22,317,016		22,423,335

See Notes to unaudited Condensed Consolidated Financial Statements.

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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited and in thousands, except share data)


				Additional				Total
	Common Stock			Paid-In		Retained		Shareholders’
	Shares	Amount		Capital		Earnings		Equity
Balances at August 01, 2025	22,267,724	$	223	$	10,515	$	450,951	$	461,689
Comprehensive Loss:
Net loss	—		—		—		(24,622)		(24,622)
Total comprehensive loss	—		—		—		(24,622)		(24,622)
Cash dividends declared - $0.25 per share	—		—		—		(5,475)		(5,475)
Share-based compensation	—		—		(921)		—		(921)
Issuance of share-based compensation awards, net of shares withheld for employee taxes	58,842		—		(1,903)		—		(1,903)
Balances at October 31, 2025	22,326,566	$	223	$	7,691	$	420,854	$	428,768
Comprehensive Income:
Net income	—		—		—		1,282		1,282
Total comprehensive income	—		—		—		1,282		1,282
Cash dividends declared - $0.25 per share	—		—		—		(5,752)		(5,752)
Share-based compensation	—		—		1,560		—		1,560
Issuance of share-based compensation awards, net of shares withheld for employee taxes	24,223		1		(32)		—		(31)
Balances at January 30, 2026	22,350,789	$	224	$	9,219	$	416,384	$	425,827


				Additional				Total
	Common Stock			Paid-In		Retained		Shareholders’
	Shares	Amount		Capital		Earnings		Equity
Balances at August 02, 2024	22,203,043	$	222	$	12,575	$	427,352	$	440,149
Comprehensive Income:
Net income	—		—		—		4,844		4,844
Total comprehensive income	—		—		—		4,844		4,844
Cash dividends declared - $0.25 per share	—		—		—		(5,679)		(5,679)
Share-based compensation	—		—		2,625		—		2,625
Issuance of share-based compensation awards, net of shares withheld for employee taxes	39,185		—		(1,239)		—		(1,239)
Balances at November 01, 2024	22,242,228	$	222	$	13,961	$	426,517	$	440,700
Comprehensive Income:
Net income	—		—		—		22,207		22,207
Total comprehensive income	—		—		—		22,207		22,207
Cash dividends declared - $0.25 per share	—		—		—		(5,732)		(5,732)
Share-based compensation	—		—		3,880		—		3,880
Issuance of share-based compensation awards, net of shares withheld for employee taxes	21,253		1		(141)		—		(140)
Balances at January 31, 2025	22,263,481	$	223	$	17,700	$	442,992	$	460,915

See Notes to unaudited Condensed Consolidated Financial Statements.

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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)


	~~Three~~Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,
	~~2025~~2026		~~2024~~2025
Cash flows from operating activities:
Net income (loss)	$	(2423,~~622~~340)	$	427,~~844~~051
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		3060,~~202~~722		2959,~~154~~388
Amortization of debt issuance costs		~~663~~1,329		~~442~~884
Loss on disposition of property and equipment		14,~~929~~239		24,~~338~~246
Impairment		—418		~~700~~2,863
Share-based compensation		~~(921)~~639		26,~~625~~505
Noncash lease expense		1530,~~297~~498		1430,~~957~~436
Amortization of asset recognized from gain on sale and leaseback transactions		36,~~184~~368		36,~~184~~368
Changes in assets and liabilities:
Inventories		~~(28,563)~~243		~~(20~~7,~~957)~~970
Other current assets		5(1,~~394~~946)		(11,~~454~~451)
Accounts payable		(1243,~~402~~598)		(219,~~680~~127)
Accrued employee compensation		(24,856)		(16,006)
Other current liabilities		(1,214)		19,152
Other current liabilities		5,559		12,481
Long-term operating lease liabilities		(36,114)		(35,668)
Long-term operating lease liabilities		(23,055)		(22,511)
Other long-term assets and liabilities		(413)		(4,924)
Other long-term assets and liabilities		(1,239)		(1,512)
Net cash provided by (used in) operating activities		(2,169)		93,693
Net cash used in operating activities		(53,430)		(4,395)

Cash flows from investing activities:
Purchase of property and equipment		(3562,~~486~~275)		(3877,~~952~~071)
Proceeds from insurance recoveries of property and equipment		1,~~321~~528		6585
Proceeds from sale of property and equipment		70234		~~134~~894
Net cash used in investing activities		(3460,~~095~~513)		(3876,~~753~~092)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		~~142~~198,~~500~~000		~~136~~199,500
Principal payments under long-term debt		(77152,500)		(86205,500)
Taxes withheld from issuance of share-based compensation awards		(1,~~903~~934)		(1,~~239~~379)
Dividends on common stock		(611,~~278~~956)		(611,~~114~~911)
Net cash provided by financing activities		56,819		42,647
Net cash provided by (used in) financing activities		31,610		(19,290)

Net decrease in cash and cash equivalents		(3031,~~706~~072)		(~~501~~1,689)
Cash and cash equivalents, beginning of period		39,643		12,035
Cash and cash equivalents, end of period	$	8,~~937~~571	$	1110,~~534~~346

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	~~470~~2,913	$	49,~~190~~494
Income taxes, net of refunds	$	(16,~~985~~934)	$	~~113~~5,670

Supplemental schedule of non-cash investing and financing activities*:
Capital expenditures accrued in accounts payable	$	51,~~217~~946	$	54,~~979~~195
Dividends declared but not yet paid	$	6,~~314~~383	$	76,~~000~~935

*See Note 8 for additional supplemental disclosures related to leases.

See Notes to unaudited Condensed Consolidated Financial Statements.

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CRACKER BARREL OLD COUNTRY STORE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except percentages, share and per share data)

(Unaudited)

1.	Condensed Consolidated Financial Statements

Cracker Barrel Old Country Store, Inc. and its affiliates (collectively, in these Notes to Condensed Consolidated Financial Statements, the “Company”) are principally engaged in the operation and development of the Cracker Barrel Old Country Store® (“Cracker Barrel”) concept in the United States.

The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) without audit. In the opinion of management, all adjustments (consisting of normal and recurring items) necessary for a fair presentation of such condensed consolidated financial statements have been made. The results of operations for any interim period are not necessarily indicative of results for a full year.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended August 01, 2025 (the “2025 Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as described in the 2025 Form 10-K. References to a year in these Notes to Condensed Consolidated Financial Statements are to the Company’s fiscal year unless otherwise noted.

Recent Accounting Pronouncements Not Yet Adopted

Income Tax Disclosures

In December 2023, the FASB issued new income tax disclosure requirements which require disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. These new disclosure requirements are effective for annual periods beginning after December 15, 2024 and allow for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the effect of adopting these new disclosure requirements on its consolidated financial statements and related disclosures in the fourth quarter of 2026.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued new disclosure requirements which require disaggregated information about certain income statement line items. These new disclosure requirements are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. These disclosure requirements may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the effect of adopting these new disclosure requirements on its consolidated financial statements and related disclosures in 2028 as well as interim disclosures beginning in the first quarter of 2029.

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2.	Fair Value Measurements

The Company’s assets measured at fair value on a recurring basis at ~~October~~January 3130, ~~2025~~2026 were as follows:

Total Fair

Level 1

Level 2

Level 3

Value

Cash equivalents*

~~501~~1

—

~~501~~1

Total

~~501~~1

—

~~501~~1

Deferred compensation plan assets**

24,~~647~~655

Total assets at fair value

2524,~~148~~656

The Company’s assets measured at fair value on a recurring basis at August 01, 2025 were as follows:


							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents*	$	27,501	$	—	$	—	$	27,501
Total	$	27,501	$	—	$	—	$	27,501
Deferred compensation plan assets**								22,700
Total assets at fair value							$	50,201

*Consists of money market fund investments.

**Represents plan assets invested in mutual funds established under a rabbi trust for the Company’s non-qualified savings plan and is included in the Condensed Consolidated Balance Sheets as other assets.

The Company’s money market fund investments are measured at fair value using quoted market prices. The Company’s deferred compensation plan assets are measured based on net asset value per share as a practical expedient to estimate fair value. The fair values of the Company’s accounts receivable and accounts payable approximate their carrying amounts because of their short duration. The Company did not have any liabilities measured at fair value on a recurring basis at ~~October~~January 3130, ~~2025~~2026 and August 01, 2025. The fair value of the Company’s variable rate debt, based on quoted market prices, which are considered Level 1 inputs, approximates its carrying amount at ~~October~~January 3130, ~~2025~~2026 and August 01, 2025, respectively.

The Company’s financial instruments that are not remeasured at fair value include the 0.625% Convertible Senior Notes due 2026 (the “2026 Notes”) and the 1.75% Convertible Senior Notes due 2030 (the “2030 Notes”). See Note 4 for further information on the 2026 Notes and the 2030 Notes. The Company estimates the fair value of the 2026 and the 2030 Notes through consideration of quoted market prices of similar instruments, classified as Level 2. The estimated fair value of the 2026 Notes was $~~145~~146,~~125~~813 and $144,075 as of ~~October~~January 3130, ~~2025~~2026 and August 01, 2025, respectively. The estimated fair value of the 2030 Notes was $~~283~~277,~~386~~401 and $374,246 as of ~~October~~January 3130, ~~2025~~2026 and August 01, 2025, respectively.

3.	Inventories

Inventories were comprised of the following as of the dates indicated:


	~~October~~January 3130, ~~2025~~2026		August 01, 2025
Retail	$	~~160~~132,~~496~~868	$	135,631
Restaurant		2928,~~329~~405		25,482
Supplies		19,~~323~~069		19,472
Total	$	~~209~~180,~~148~~342	$	180,585

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4.Debt

On May 16, 2025, the Company entered into a five-year $800,000 credit facility (the “2025 Credit Facility”). The 2025 Credit Facility consists of a $550,000 revolving credit facility (the “2025 Revolving Credit Facility”), which includes an up to $25,000 swingline subfacility and an up to $75,000 letter of credit subfacility. The 2025 Credit Facility also provides for an uncommitted accordion feature that allows the Company to increase the ~~revolving~~2025 ~~credit~~Revolving ~~facility~~Credit Facility by up to $200,000, plus any additional amount that would not cause the Company to exceed a consolidated total leverage ratio of 3.50 to 1.00 (subject to securing additional commitments from existing lenders or new lending institutions). The 2025 Credit Facility also initially provided for a $250,000 delayed draw term loan facility (the “Delayed Draw Term Facility”), which was terminated on June 13, 2025 in connection with the Company’s issuance and sale of $345,000 aggregate principal amount of the 2030 Notes. See further information regarding the 2030 Notes described below. On August 01, 2025, the Company had no borrowings under the 2025 Revolving Credit Facility. The Company’s outstanding borrowings under the 2025 Revolving Credit Facility were $6545,~~000~~500 on ~~October~~January 3130, ~~2025~~2026.

As of ~~October~~January 3130, ~~2025~~2026, the Company had $8,703 of standby letters of credit, which reduce the Company’s borrowing availability under the 2025 Revolving Credit Facility (see Note 10 for more information on the Company’s standby letters of credit). As of ~~October~~January 3130, ~~2025~~2026, the Company had $~~476~~495,~~297~~797 in borrowing availability under the 2025 Revolving Credit Facility.

In accordance with the 2025 Revolving Credit Facility, outstanding borrowings bear interest, at the Company’s election, either at (1) the Term Secured Overnight Financing Rate (SOFR), plus an applicable margin based on the Company’s consolidated total leverage ratio (the “Applicable Margin”) or (2) a base rate equal to the greatest of (i) the prime rate, (ii) a rate that is 0.5% in excess of the Federal Funds Rate, and (iii) one-month Term SOFR plus 1.0%, in each case, plus an Applicable Margin. At ~~October~~January 3130, ~~2025~~2026, the weighted average interest rate on the Company’s outstanding borrowings on the 2025 Revolving Credit Facility was 6.3118%.

The 2025 Revolving Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated ~~total~~senior secured leverage ratio and a minimum consolidated interest coverage ratio. AtUnder ~~October~~the 312025 Revolving Credit Facility, the maximum consolidated total leverage ratio financial covenant applies unless the Company elects to implement the consolidated senior secured leverage ratio financial covenant in lieu of the consolidated total leverage ratio. During the second quarter of 2026, the Company elected to implement the consolidated senior secured leverage ratio in accordance with the terms of the 2025 Revolving Credit Facility. At January 30, 2026, the Company was in compliance with all financial covenants under the 2025 Revolving Credit Facility.

The 2025 Revolving Credit Facility also imposes restrictions on the amount of dividends the Company is permitted to pay and the amount of shares the Company is permitted to repurchase. Under the 2025 Revolving Credit Facility, provided there is no default existing and the total of the Company’s availability under the 2025 Revolving Credit Facility plus the Company’s cash and cash equivalents on hand is at least $100,000 (the “Cash Availability”), the Company may declare and pay cash dividends on shares of its common stock and repurchase shares of its common stock (1) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s consolidated total leverage ratio is 3.50 to 1.00 or less and (2) in an aggregate amount not to exceed $100,000 in any fiscal year if, at the time such dividend or repurchase is made, the Company’s consolidated total leverage ratio is greater than 3.50 to 1.00 at the time the dividend or repurchase is made; notwithstanding (1) and (2), so long as immediately after giving effect to the payment of any such dividends, Cash Availability is at least $100,000, the Company may declare and pay cash dividends on shares of its common stock in an aggregate amount not to exceed in any fiscal year the product of the aggregate amount of dividends declared in the fourth quarter of the immediately preceding fiscal year multiplied by four.

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Convertible Senior Notes

2026 Notes

On June 18, 2021, the Company completed a private offering of $300,000 aggregate principal amount of the 2026 Notes. The 2026 Notes are governed by the terms of an indenture (the “2026 Indenture”) between the Company and U.S. Bank National Association as the Trustee. The 2026 Notes will mature on June 15, 2026, unless earlier converted, repurchased or redeemed. The 2026 Notes bear cash interest at an annual rate of 0.625%, payable semi-annually in arrears on June 15 and December 15 of each year.

The 2026 Notes are unsecured obligations and do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. Upon the occurrence of certain events of default, the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding will immediately become due and payable. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the 2026 Indenture will consist exclusively of the right of the noteholders to receive special interest on the 2026 Notes for up to 180 calendar days during which such event of default has occurred and is continuing, at a specified rate for the first 90 days of 0.25% per annum, and thereafter at a rate of 0.50% per annum, on the principal amount of the 2026 Notes.

The initial conversion rate applicable to the 2026 Notes was 5.3153 shares of the Company’s common stock per $1,000 principal amount of the 2026 Notes, which represented an initial conversion price of approximately $188.14 per share of the Company’s common stock, a premium of 25.0% over the last reported sale price of $150.51 per share on June 15, 2021, the date on which the 2026 Notes were priced. The conversion rate is subject to customary adjustments upon the occurrence of certain events, including the payment of dividends to holders of the Company’s common stock. As of ~~October~~January 3130, ~~2025~~2026, the conversion rate, as adjusted, was 6.~~4358~~4811 shares of the Company’s common stock per $1,000 principal amount of the 2026 Notes. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Net proceeds from the 2026 Notes offering were approximately $291,000, after deducting the initial purchasers’ discounts and commissions and the Company’s offering fees and expenses. Contemporaneously with the 2030 Notes offering described below, the Company used approximately $145,900 of the net proceeds from the 2030 Notes for the repurchase of $150,000 aggregate principal amount of 2026 Notes in separate and privately negotiated transactions and recorded a gain on extinguishment of debt of $3,186 in the gain on extinguishment of debt line on the Consolidated Statements of Income for the year ended August 01, 2025.

During any calendar quarter commencing after September 30, 2021, in which the closing price of the Company’s common stock exceeds 130% of the applicable conversion price of the 2026 Notes on at least 20 of the last 30 consecutive trading days of the quarter, holders may, in the quarter immediately following, convert all or a portion of their 2026 Notes. When a conversion notice is received, the Company has the option to pay or deliver the conversion amount entirely in cash or a combination of cash and shares of the Company’s common stock. As of ~~October~~January 3130, ~~2025~~2026 and August 01, 2025, the 2026 Notes are classified as a current liability due to their maturity date in 2026.

The following table includes the outstanding principal amount and carrying value of the 2026 Notes as of the dates indicated:


	January 30, 2026		August 01, 2025
Liability component
Principal	$	150,000	$	150,000
Less: Debt issuance costs		375		822
Net carrying amount	$	149,625	$	149,178

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The following table includes the outstanding principal amount and carrying value of the 2026 Notes as of the dates indicated:


	October 31, 2025		August 01, 2025
Liability component
Principal	$	150,000	$	150,000
Less: Debt issuance costs		599		822
Net carrying amount	$	149,401	$	149,178

(1)	Debt issuance costs are amortized to interest expense using the effective interest method over the expected life of the 2026 Notes.

The effective rate of the 2026 Notes over their expected life is 1.23%. The following is a summary of interest expense for the 2026 Notes for specified periods:


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Coupon interest	$	~~235~~234	$	474	$	469	$	948
Amortization of issuance costs		~~223~~224		~~442~~443		447		884
Total interest expense	$	458	$	~~916~~917	$	916	$	1,832

2030 Notes

On June 13, 2025, the Company completed a private offering of $345,000 aggregate principal amount of the 2030 Notes. The 2030 Notes are governed by the terms of an indenture between the Company and U.S. Bank Trust Company, National Association as the Trustee (the “2030 Indenture”). The 2030 Notes will mature on September 15, 2030, unless earlier converted, repurchased or redeemed. The 2030 Notes bear cash interest at an annual rate of 1.75%, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2026.

The 2030 Notes are unsecured obligations and do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. Upon the occurrence of certain events of default set forth in the 2030 Indenture, the principal amount of, and all accrued and unpaid interest on, all of the 2030 Notes then outstanding will immediately become due and payable. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the 2030 Indenture will consist exclusively of the right of the noteholders to receive special interest on the 2030 Notes for up to 180 calendar days during which such event of default has occurred and is continuing, at a specified rate for the first 90 days of 0.25% per annum, and thereafter at a rate of 0.50% per annum, on the principal amount of the 2030 Notes.

The initial conversion rate applicable to the 2030 Notes was 13.8455 shares of the Company’s common stock per $1,000 principal amount of 2030 Notes, which represented an initial conversion price of approximately $72.23 per share of the Company’s common stock, a premium of approximately 32.5% over the last reported sale price of $54.51 per share on June 10, 2025, the date on which the 2030 Notes were priced. The conversion rate is subject to customary adjustments upon the occurrence of certain events. On ~~October~~January 3130, ~~2025~~2026, the conversion rate was 13.8455 shares of the Company’s common stock per $1,000 principal amount of the 2030 Notes. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Net proceeds from the 2030 Notes offering were approximately $335,000, after deducting the initial purchasers’ discounts and commissions and the Company’s offering fees and expenses.

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During any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, holders may, in the immediate quarter following, convert all or a portion of their 2030 Notes. When a conversion notice is received, the Company will settle any conversions by paying or delivering, as applicable, cash or, if applicable and at the Company’s election, a combination of cash (which shall not be less than $1,000 for each $1,000 principal amount of 2030 Notes being settled) and shares of the Company’s common stock, based on the applicable conversion rate(s) at the time of each such conversion.

The following table includes the outstanding principal amount and carrying value of the 2030 Notes as of the period indicated:


	~~October~~January 3130, ~~2025~~2026		August 01, 2025
Liability component
Principal	$	345,000	$	345,000
Less: Debt issuance costs		98,~~103~~661		9,543
Net carrying amount	$	~~335~~336,~~897~~339	$	335,457

(2)	Debt issuance costs are amortized to interest expense using the effective interest method over the expected life of the 2030 Notes.

The effective rate of the 2030 Notes over their expected life is 2.33%.

The following is a summary of interest expense for the 2030 Notes for the ~~specified~~quarter ~~period~~and first six months ended January 30, 2026:


	Quarter Ended		Six Months Ended
	~~October~~January 3130,		January 30,
	~~2025~~2026		2026
Coupon interest	$	1,~~509~~510	$	3,019
Amortization of issuance costs		~~440~~442		882
Total interest expense	$	1,~~949~~952	$	3,901

Convertible Note Hedge and Warrant Transactions

In connection with the offering of the 2026 Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedge Transactions”) with certain of the initial purchasers of the 2026 Notes and/or their respective affiliates and other financial institutions (in this capacity, the “Hedge Counterparties”). Concurrently with the Company’s entry into the Convertible Note Hedge Transactions, the Company also entered into separate, warrant transactions with the Hedge Counterparties collectively relating to the same number of shares of the Company’s common stock, which initially was approximately 1,600,000 shares, subject to customary anti-dilution adjustments, and for which the Company received proceeds that partially offset the cost of entering into the Convertible Note Hedge Transactions (the “Warrant Transactions”).

The Convertible Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlaid the 2026 Notes and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the 2026 Notes. By default, the Warrant Transactions are net share settled and the Company has the option to settle in cash or shares. The Warrant Transactions could have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the Warrant Transactions. The strike price was initially $263.39 per share and is subject to certain adjustments under the terms of the Warrant Transactions. As of October 31, 2025, the strike price, as adjusted, of the Warrant Transactions was $217.53 per share as a result of dividends declared since the 2026 Notes were issued.

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The Convertible Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlaid the 2026 Notes and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the 2026 Notes. By default, the Warrant Transactions are net share settled and the Company has the option to settle in cash or shares. The Warrant Transactions could have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the Warrant Transactions. The strike price was initially $263.39 per share and is subject to certain adjustments under the terms of the Warrant Transactions. As of January 30, 2026, the strike price, as adjusted, of the Warrant Transactions was $216.01 per share as a result of dividends declared since the 2026 Notes were issued.

As these transactions meet certain accounting criteria, the Convertible Note Hedge Transactions and Warrant Transactions were recorded in shareholders’ equity within additional paid-in capital, not accounted for as derivatives and are not remeasured each reporting period.

In connection with the repurchase of the 2026 Notes, on June 16, 2025, the Company entered into partial unwind agreements with the Hedge Counterparties, to unwind a portion of the Convertible Note Hedge Transactions and Warrant Transactions underlying the repurchased 2026 Notes. These transactions were recorded in shareholders’ equity within additional paid-in capital.

Capped Call Transactions

In connection with the offering of the 2030 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the 2030 Notes and/or their respective affiliates and other financial institutions (the “Option Counterparties”).

The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the 2030 Notes and are expected generally to reduce or offset the potential equity dilution upon any conversion of the 2030 Notes, and/or offset any cash payments that the Company may be required to make in excess of the principal amount of converted 2030 Notes with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially approximately $87.22 and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions were accounted for as equity instruments and recorded in shareholders’ equity within additional paid-in capital. These transactions are not subject to remeasurement.

5.	Seasonality

Historically, the revenue and net income of the Company have been lower in the first and third quarters and higher in the second and fourth quarters. Management attributes these variations to the holiday shopping season and the summer vacation and travel season. The Company’s retail sales, which are made substantially to the Company’s restaurant customers, historically have been highest in the Company’s second quarter, which includes the holiday shopping season. Historically, interstate tourist traffic and the propensity to dine out have been higher during the summer months, thereby contributing to higher profits in the Company’s fourth quarter. The Company generally opens additional new locations throughout the year. Therefore, the results of operations for any interim period cannot be considered indicative of the operating results for an entire year.

6.	Segment Information

The Company represents a single, integrated operation with two related and substantially integrated product lines. The operating expenses of the restaurant and retail product lines of a store are shared and are indistinguishable in many respects. As such, the Company has determined it operates as one operating segment and one reportable segment. All of the Company’s operations are located within the United States.

The Company’s chief operating decision maker (the “CODM”) is the Company’s Chief Executive Officer. The CODM uses consolidated net income (loss) to evaluate performance and as a basis for allocating resources. The CODM uses consolidated net income (loss) primarily in the forecasting process and periodic reviews of actual performance as compared to forecasts. The CODM reviews balance sheet and capital expenditure information at a consolidated level and, as such, the measure of total assets is reflected at the consolidated balance sheet level.

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The following table presents information on the Company’s reportable segment and consolidated net income (loss):


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Total revenue	$	~~797~~874,~~188~~817	$	~~845~~949,~~089~~439	$	1,672,005	$	1,794,528
Restaurant cost of goods sold (exclusive of depreciation and rent)		~~173~~190,~~108~~209		~~178~~203,~~407~~570		363,317		381,977
Retail cost of goods sold (exclusive of depreciation and rent)		75102,~~297~~451		80106,~~494~~262		177,748		186,756
Labor and other related expenses		~~301~~315,~~302~~725		~~307~~326,~~225~~336		617,027		633,561
Other store operating expenses (a)		~~100~~96,~~440~~435		97101,~~656~~014		196,875		198,679
Advertising expense		3331,~~669~~814		2631,~~556~~068		65,483		57,615
Store-level supplies expense		3029,~~271~~460		3132,~~656~~324		59,731		63,980
Store-level maintenance expense		3733,~~631~~495		3031,~~647~~150		71,126		61,797
Store-level utilities expense		26,~~834~~299		2524,~~033~~469		53,133		49,502
General and administrative expenses		4748,~~960~~048		5961,~~644~~672		96,008		121,316
Other segment items (b)		~~3,473~~418		~~700~~2,451		3,891		3,151
Interest expense, net		34,~~724~~033		54,~~822~~978		7,757		10,800
Income (loss) before income taxes		(363,~~521~~570)		124,~~249~~145		(40,091)		25,394
Income tax benefit		(11,899)		(3,595)
Provision for income taxes (income tax benefit)		(4,852)		1,938		(16,751)		(1,657)
Segment profit (loss) and consolidated net income (loss)	$	~~(24~~1,~~622)~~282	$	422,~~844~~207	$	(23,340)	$	27,051

(a)

Excludes advertising, store-level supplies, store-level maintenance and store-level utilities expenses which are disclosed separately.

(b)

Consists of impairment costs and store closing costs.

7.	Revenue Recognition

Revenue consists primarily of sales from restaurant and retail operations. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a restaurant guest, retail customer or other customer. The Company’s policy is to present sales in the Condensed Consolidated Statements of Income on a net presentation basis after deducting sales tax.

Disaggregation of revenue

Total revenue was comprised of the following for the specified periods:


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Revenue:
Restaurant	$	~~650~~694,~~593~~333	$	~~683~~750,~~271~~478	$	1,344,926	$	1,433,749
Retail		~~146~~180,~~595~~484		~~161~~198,~~818~~961		327,079		360,779
Total revenue	$	~~797~~874,~~188~~817	$	~~845~~949,~~089~~439	$	1,672,005	$	1,794,528

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Restaurant Revenue

The Company recognizes revenues from restaurant sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide food and beverages is satisfied.

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Retail Revenue

The Company recognizes revenues from retail sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide merchandise is satisfied. Ecommerce sales, including shipping revenue, are recorded upon delivery to the customer. Additionally, estimated sales returns are calculated based on return history and sales levels.

Gift Card Breakage

Included in restaurant and retail revenue is gift card breakage. Customer purchases of gift cards, to be utilized at the Company’s stores, are not recognized as sales until the card is redeemed and the customer purchases food and/or merchandise. Gift cards do not carry an expiration date; therefore, customers can redeem their gift cards indefinitely. A certain number of gift cards will not be fully redeemed. Management estimates unredeemed balances and recognizes gift card breakage revenue for these amounts in the Company’s Condensed Consolidated Statements of Income over the expected redemption period. Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote, and the Company determines that there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction.

The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. The Company recognizes gift card breakage by applying its estimate of the rate of gift card breakage over the period of estimated redemption. For the quarter and six months ended ~~October~~January 3130, ~~2025~~2026, gift card breakage was $7266 and $8,~~851~~118, respectively. For the quarter and six months ended ~~November~~January 0131, ~~2024~~2025, gift card breakage was $363 and $9,~~189~~552, respectively.

Deferred revenue related to the Company’s gift cards was $7096,~~683~~138 and $82,452, respectively, at ~~October~~January 3130, ~~2025~~2026 and August 01, 2025 and is included in other current liabilities on the Condensed Consolidated Balance Sheets. Revenue recognized in the Condensed Consolidated Statements of Income for the ~~three~~six months ended ~~October~~January 3130, ~~2025~~2026 and ~~November~~January 0131, ~~2024~~2025 for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $1422,~~091~~714 and $1423,~~358~~865, respectively.

Loyalty Program

The Company’s customer loyalty program, Cracker Barrel Rewards, allows members to earn points (“pegs”) for each qualifying purchase in store or online. Pegs earned are then converted to rewards upon reaching certain thresholds. These rewards may be redeemed on future restaurant or retail purchases in store or online.

The estimation of the standalone selling price of pegs and other rewards issued to customers involves several assumptions, primarily the estimated value of the product for which the reward is expected to be redeemed and the probability that the pegs or reward will expire. These inputs are subject to change over time due to factors such as increased costs or changes in customer behavior.

The Company defers a portion of the revenue related to the pegs earned at the time of the original transaction based on the estimated value of the item for which the reward is expected to be redeemed, net of estimated unredeemed pegs. Pegs expire after twelve months. Revenue is recognized for these performance obligations upon redemption of pegs or rewards earned by the customer. As of October 31, 2025 and August 01, 2025, deferred revenue related to the loyalty program was $6,091 and $5,419, respectively, and is included in other current liabilities on the Condensed Consolidated Balance Sheets.

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The Company defers a portion of the revenue related to the pegs earned at the time of the original transaction based on the estimated value of the item for which the reward is expected to be redeemed, net of estimated unredeemed pegs. Pegs expire after twelve months. Revenue is recognized for these performance obligations upon redemption of pegs or rewards earned by the customer. As of January 30, 2026 and August 01, 2025, deferred revenue related to the loyalty program was $8,144 and $5,419, respectively, and is included in other current liabilities on the Condensed Consolidated Balance Sheets.

8.	Leases

The Company has ground leases for its leased stores and office space leases that are recorded as operating leases under various non-cancellable operating leases. The Company also leases advertising billboards, vehicle fleets, and certain equipment under various non-cancellable operating leases. Additionally, the Company completed sale-leaseback transactions in 2009, 2020 and 2021 (see section below entitled “Sale and Leaseback Transactions”); all the properties qualified for sale and leaseback and operating lease accounting classification. To determine whether a contract is or contains a lease, the Company determines at contract inception whether it contains the right to control the use of an identified asset for a period of time in exchange for consideration. If the contract has the right to obtain substantially all of the economic benefit from use of the identified asset and the right to direct the use of the identified asset, the Company recognizes a right-of-use asset and lease liability.

The Company’s leases all have varying terms and expire at various dates through 2060. Restaurant real estate leases typically have base terms of ten years with four to five optional renewal periods of five years each. The Company uses a lease life that generally begins on the commencement date, including the rent holiday periods, and generally extends through certain renewal periods that can be exercised at the Company’s option. During rent holiday periods, which include the pre-opening period during construction, the Company has possession of and access to the property, but is not obligated to, and normally does not, make rent payments. The Company has included lease renewal options in the lease term for calculations of the right-of-use asset and liability for which at the commencement of the lease it is reasonably certain that the Company will exercise those renewal options. Additionally, some of the leases have contingent rent provisions and others require adjustments for inflation or index. Contingent rent is determined as a percentage of gross sales in excess of specified levels. The Company records a contingent rent liability and corresponding rent expense when it is probable sales have been achieved in amounts in excess of the specified levels. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company has elected not to separate lease and non-lease components. Additionally, the Company has elected to apply the short term lease exemption to all asset classes and the short term lease expense for the period reasonably reflects the short term lease commitments. As the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at the time of commencement or modification date in determining the present value of lease payments. For operating leases that commenced prior to the date of adoption of the new lease accounting guidance, the Company used the incremental borrowing rate as of the adoption date. Assumptions used in determining the Company’s incremental borrowing rate include the Company’s implied credit rating and an estimate of secured borrowing rates based on comparable market data.

The following table summarizes the components of lease cost for operating leases for the specified periods:


	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Operating lease cost	$	27,~~701~~436	$	2728,~~664~~139	$	55,137	$	55,803
Short term lease cost		~~233~~2,034		~~520~~1,736		2,267		2,256
Variable lease cost		1,~~209~~242		~~961~~865		2,451		1,826
Total lease cost	$	2930,~~143~~712	$	2930,~~145~~740	$	59,855	$	59,885

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The following table summarizes supplemental cash flow information and non-cash activity related to the Company’s operating leases for the specified periods:


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	24,~~521~~443	$	24,~~456~~557	$	48,964	$	49,013
Noncash information:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	~~1,960~~812	$	~~1,643~~437	$	2,772	$	2,080
Lease modifications or reassessments increasing right-of-use assets	$	14,497	$	11,957
Lease modifications or reassessments increasing (decreasing) right-of-use assets	$	(644)	$	1,257	$	13,853	$	13,214
Lease modifications removing right-of-use assets	$	(~~4,166~~724)	$	(~~127~~479)	$	(4,890)	$	(180)

The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of dates indicated:


	~~October~~January 3130, ~~2025~~2026		~~November 01, 2024~~	January 31, 2025
Weighted-average remaining lease term	14.9078 Years		~~15.54 Years~~	15.41 Years
Weighted-average discount rate	5.4344	%	~~5.40~~	%5.42	%

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of ~~October~~January 3130, ~~2025~~2026:


Year	Total
Remainder of 2026	$	7148,~~464~~171
2027		7779,~~801~~205
2028		70,~~475~~628
2029		65,~~939~~764
2030		5958,~~226~~708
Thereafter		~~685~~681,~~708~~589
Total future minimum lease payments		1,~~030~~004,~~613~~065
Less imputed remaining interest		(~~339~~329,~~615~~110)
Total present value of operating lease liabilities	$	~~690~~674,~~998~~955

Sale and Leaseback Transactions

In 2009, the Company completed sale and leaseback transactions involving 15 of its owned Cracker Barrel stores and its retail distribution center. Under the transactions, the Company sold the land, buildings and improvements and subsequently leased the land, buildings and improvements for terms of 20 or 15 years. The leases include specified renewal options for up to 20 additional years.

In 2020, the Company completed a sale and leaseback transaction involving 64 Cracker Barrel stores. Under the transaction, the land, buildings and building improvements at the locations were sold and leased back for initial terms of 20 years and renewal options up to 50 years.

In 2021, the Company completed a sale and leaseback transaction involving 62 Cracker Barrel stores. Under the transaction, the land, buildings and building improvements at the locations were sold and leased back for initial terms of 20 years and renewal options up to 50 years.

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9.	Net Income (Loss) Per Share and Weighted Average Shares

Basic consolidated net income (loss) per share is computed by dividing consolidated net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the reporting period. Diluted consolidated net income per share reflects the potential dilution that could occur if securities, options or other contracts to issue shares of common stock were exercised or converted into shares of common stock and is based upon the weighted average number of shares of common stock and common equivalent shares outstanding during the reporting period. For periods in which the Company reports a net loss, diluted consolidated net loss per share is the same as basic net loss per share because the effect of all potentially dilutive securities would be anti-dilutive. Common equivalent shares related to stock options and nonvested stock awards and units issued by the Company are calculated using the treasury stock method. The outstanding stock options and nonvested stock awards and units issued by the Company represent the only dilutive effects on diluted consolidated net income per share. The 2026 Notes, the 2030 Notes and warrants related to the 2026 Notes are calculated using the net share settlement option under the if converted method. The principal amount of the 2026 and the 2030 Notes will be settled in cash with any excess conversion value settled in cash or shares of common stock. Accordingly, the 2026 Notes have been excluded from the computation of diluted consolidated net income (loss) per share because the average market price of the Company’s common stock during the reporting ~~period~~periods did not exceed the conversion prices of $~~155~~154.3829 and $~~158~~157.6495, respectively, as of ~~October~~January 3130, ~~2025~~2026 and ~~November~~January 0131, ~~2024~~2025. Similarly, the 2030 Notes have been excluded from the computation of diluted consolidated net income (loss) per share because the average market price of the Company’s common stock during the reporting ~~period~~periods did not exceed the conversion price of $72.23 as of ~~October~~January 3130, ~~2025~~2026. Warrants were excluded from the computation of diluted consolidated net income (loss) per share since the warrants’ strike prices of $~~217~~216.5301 and $~~222~~221.1013, respectively, were greater than the average market price of the Company’s common stock during the ~~period~~reporting periods as of ~~October~~January 3130, ~~2025~~2026 and ~~November~~January 0131, ~~2024~~2025. See Note 4 for additional information regarding the Company’s convertible senior notes.

The following table reconciles the components of diluted consolidated net income (loss) per share computations for the specified periods:


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Net income (loss) per share numerator	$	~~(24~~1,~~622)~~282	$	422,~~844~~207	$	(23,340)	$	27,051

Net income (loss) per share denominator:
Basic weighted average shares		22,~~288~~345,~~991~~041		22,~~217~~258,~~737~~289		22,317,016		22,238,013
Add potential dilution:
Nonvested stock awards and units and stock options		—116,798		~~172~~198,~~512~~132		—		185,322
Diluted weighted average shares		22,~~288~~461,~~991~~839		22,~~390~~456,~~249~~421		22,317,016		22,423,335

10.

11.

10.

Commitments and Contingencies

The Company and its subsidiaries are party to various legal and regulatory proceedings and claims incidental to their business in the ordinary course. In the opinion of management, based upon information currently available, the ultimate liability with respect to these contingencies will not materially affect the Company’s financial statements.

Related to its insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit guarantees to certain insurers. As of ~~October~~January 3130, ~~2025~~2026, the Company had $8,703 of standby letters of credit related to securing reserved claims under workers’ compensation insurance. All standby letters of credit are renewable annually and reduce the Company’s borrowing availability under its 2025 Revolving Credit Facility. See Note 4 for additional information regarding the Company’s 2025 Revolving Credit Facility.

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The Company has entered into lease guarantees in connection with the assignment to third-party lessees of certain Cracker Barrel and MSBC leases following closure of the related store locations. The Company is only obligated to perform the new lessees’ lease obligations in the event of non-performance by such lessees for a specified period. The guarantees have varying terms with the latest expiring in March 2033. As of ~~October~~January 3130, ~~2025~~2026, the likelihood of payment by the Company under the guarantees is considered remote. No liability has been recorded in the Condensed Consolidated Balance Sheet as of ~~October~~January 3130, ~~2025~~2026. The maximum aggregate potential future payments under the guarantees are estimated to be approximately $12,~~663~~197.

The Company enters into certain indemnification agreements in favor of third parties in the ordinary course of business. The Company believes that the probability of incurring an actual liability under such indemnification agreements is sufficiently remote that no such liability has been recorded in the Condensed Consolidated Balance Sheet as of ~~October~~January 3130, ~~2025~~2026.

11.	Subsequent Event

In March 2026, the Company expects to receive approximately $47,400, net of legal fees, pursuant to a settlement agreement resolving interchange fee litigation. The Company plans to record the proceeds in other income in the Consolidated Statement of Income (Loss) in the third quarter of 2026.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cracker Barrel Old Country Store, Inc., and its subsidiaries (collectively, the “Company,” “our” or “we”) are principally engaged in the operation and development in the United States of the Cracker Barrel Old Country StoreÒ (“Cracker Barrel”) concept. As of ~~October~~January 3130, ~~2025~~2026, we operated 656 Cracker Barrel stores in 43 states and 54 Maple Street Biscuit Company (“MSBC”) locations in ten states.

All dollar amounts reported or discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are shown in thousands, except per share amounts and certain statistical information (e.g., number of stores). References to years in MD&A are to our fiscal year unless otherwise noted. MD&A provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. MD&A should be read in conjunction with the (i) condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and (ii) audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 01, 2025 (the “2025 Form 10-K”). Except for specific historical information, many of the matters discussed in this report may express or imply projections of items such as revenues or expenditures, estimated capital expenditures, compliance with debt covenants, plans and objectives for future operations, store economics, inventory shrinkage, growth or initiatives, expected future economic performance or the expected outcome or impact of pending or threatened litigation. These and similar statements regarding events or results which we expect will or may occur in the future are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause our actual results and performance to differ materially from those expressed or implied by such statements. All forward-looking information is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these risks, uncertainties and other factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “trends,” “assumptions,” “target,” “guidance,” “outlook,” “opportunity,” “future,” “plans,” “goals,” “objectives,” “expectations,” “near-term,” “long-term,” “projection,” “may,” “will,” “would,” “could,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “potential,” “regular,” “should,” “projects,” “forecasts” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology. We believe the assumptions underlying any forward-looking statements are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results may differ materially from those projected in or implied by the forward-looking statements. In addition to the risks of ordinary business operations, and those discussed or described in this report or in information incorporated by reference into this report, factors and risks that may result in actual results differing from this forward-looking information include, but are not limited to risks and uncertainties associated with inflationary conditions with respect to the price of commodities, ingredients, transportation, distribution and labor; disruptions to our restaurant or retail supply chain; effects of changes in international, national, regional and local economic and market conditions (such as the imposition of trade barriers or other changes in trade policy) on our business; our ability to manage retail inventory and merchandise mix; our ability to sustain or the effects of plans intended to improve operational or marketing execution and performance, ~~including~~or liquidity; the ~~Company’s~~impact ~~multi-year~~of ~~strategic~~adverse ~~plan~~or extreme weather events on sales and customer travel; the effects of increased competition at our locations on sales and on labor recruiting, cost, and retention; consumer behavior based on negative publicity or changes in consumer health or dietary trends or safety aspects of our food or products or those of the restaurant industry in general, including concerns about outbreaks of infectious disease; the effects of our indebtedness and associated restrictions on our financial and operating flexibility and ability to execute or pursue our operating plans and objectives; changes in interest rates, increases in borrowed capital or capital market conditions affecting our financing costs and ability to refinance our indebtedness, in whole or in part; our reliance on a single distribution facility and certain significant vendors, particularly for foreign-sourced retail products; information technology, disruptions and data privacy and information security breaches, whether as a result of infrastructure failures, employee or vendor errors, or actions of third parties; our compliance with privacy and data protection laws; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, health and safety, animal welfare, pensions, insurance or other undeterminable areas; the actual results of pending, future or threatened litigation or governmental investigations; our ability to manage the impact of negative social media attention and the costs and effects of negative publicity; the impact of activist shareholders; our ability to achieve aspirations, goals and projections related to our sustainability initiatives; our ability to enter successfully into new geographic markets that may be less familiar to us; changes in land, building materials and construction costs; the availability and cost of suitable sites for restaurant development and our ability to identify those sites; our ability to retain key personnel; the ability of and cost to us to recruit, train, and retain qualified hourly and management employees; uncertain performance of acquired businesses, strategic investments and other initiatives that we may pursue from time to time; the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; general or regional economic weakness, business and societal conditions ~~and the weather impact on sales and customer travel~~; discretionary income or personal expenditure activity of our customers; implementation of new or changes in interpretation of existing accounting principles generally accepted in the United States of America (“GAAP”), and those factors contained in Part I, Item 1A of the 2025 Form 10-K, as well as other factors described from time to time in our filings with the Securities and Exchange Commission (“SEC”), press releases and other communications.

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Readers are cautioned not to place undue reliance on forward-looking statements made in this report because the statements speak only as of the report’s date. Except as may be required by law, we have no obligation or intention to update or revise any of these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events. Readers are advised, however, to consult any future public disclosures that we may make on related subjects in reports that we file with or furnish to the SEC or in our other public disclosures.

Overview

~~Management~~We ~~believes~~believe that Cracker Barrel’s brand remains one of the strongest and most differentiated brands in the restaurant industry, and we plan to continue to leverage and build on that strength as a core competitive component of our business strategy. Our long-term strategy is anchored on three overarching business imperatives: driving relevancy, delivering food and experiences guests love, and growing profitability.

We believe there are significant challenges in the macroeconomic outlook for the coming quarters, including continued ~~volatility of~~ inflation ~~and interest rates~~volatility, high consumer debt levels and lower savings rates, as well as the potential uncertainty associated with the geopolitical environment and global trade, among other factors. In the ~~first~~second quarter of 2026, we ~~also~~continued ~~experienced~~to ~~negative~~face ~~publicity~~challenges related to ~~recent~~negative publicity from brand initiatives, including the launch of a new logo and modern test store remodels, to which we ~~have~~ responded by returning to our former logo and discontinuing the modern test store remodels. ~~Despite~~during ~~these challenges, we remain focused on delivering long-term growth and returns for shareholders. Our multi-year strategic plan is built on~~ the ~~following~~first ~~five~~quarter ~~pillars~~ of ~~our~~2026. ~~strategy:~~

●Our ~~Refining~~strategy ~~the~~is ~~brand:~~focused ~~We have established an updated brand identity anchored~~ on “improving the ~~goodness~~guest ofexperience ~~country~~to ~~hospitality”,~~drive ~~which~~an ~~has~~improvement ~~been applied~~ in our ~~marketing,~~traffic ~~products (food~~ and ~~retail)~~includes ~~and~~enhancing ~~physical~~our ~~content~~operations, ~~and~~connecting ~~assets.~~with Weguests ~~have~~through ~~also refined~~ our ~~partnership~~menu, ~~strategy~~marketing and ~~expanded~~value ~~our~~proposition, ~~use~~and ofimplementing ~~additional~~cost ~~marketing~~savings ~~channels~~to improve profitability.

● Enhancing the menu: We have developed a robust product pipeline and introduced new craveable menu items, and we also plan to make targeted upgrades to existing items.

● Evolving the store and guest experience: We have improved several operational speed metrics and implemented a new allocation software package to improve retail product management.

● Winning in digital and off-premise: We have further leveraged our loyalty program by employing advanced technologies to deliver offers tailored to individual guests and optimized and expanded our off-premise business by updating our holiday and catering programs and improving our third-party sales strategies.

● Elevating the employee experience: We are leveraging the Employee Value Proposition that we rolled out in 2025, and we believe it will drive better recruiting and retention.

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Key Performance Indicators

Management uses a number of key performance measures to evaluate our operational and financial performance, including the following:

●

Comparable store restaurant sales increase/(decrease): To calculate comparable store restaurant sales increase/(decrease), we determine total restaurant sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total comparable store restaurant sales for the current year period from total comparable store restaurant sales for the applicable historical period to calculate the absolute dollar change. To calculate comparable store restaurant sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store restaurant sales for the historical period.

●

Comparable store retail sales increase/(decrease): To calculate comparable store retail sales increase/(decrease), we determine total retail sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total comparable store retail sales for the current year period from total comparable store retail sales for the applicable historical period to calculate the absolute dollar change. To calculate comparable store retail sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store retail sales for the historical period.

●

Comparable store restaurant and retail sales increase/(decrease): To calculate comparable store restaurant and retail sales increase/(decrease), we determine total restaurant and retail sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total comparable store restaurant and retail sales for the current year period from total comparable store restaurant and retail sales for the applicable historical period to calculate the absolute dollar change. To calculate comparable store restaurant and retail sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store restaurant and retail sales for the historical period.

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●

Average check increase per guest: To calculate average check per guest, we determine comparable store restaurant sales, as described above, and divide by comparable guest traffic (as described below). We then subtract average check per guest for the current year period from average check per guest for the applicable historical period to calculate the absolute dollar change. The absolute dollar change is divided by the prior year average check number to calculate average check increase per guest, which we express as a percentage.

●

Comparable restaurant guest traffic increase/(decrease): To calculate comparable restaurant guest traffic increase/(decrease), we determine the number of entrees sold in our dine-in and off-premise business from stores open at least six full quarters at the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total entrees sold for the current year period from total entrees sold for the applicable historical period to calculate the absolute numerical change. To calculate comparable restaurant guest traffic increase/(decrease), which we express as a percentage, we divide the absolute numerical change by the total entrees sold for the historical period.

These performance indicators exclude the impact of new store openings and sales related to MSBC.

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We use comparable store sales metrics as indicators of sales growth to evaluate how our established stores have performed over time. We use comparable restaurant guest traffic increase/(decrease) to evaluate how established stores have performed over time, excluding growth achieved through menu price and sales mix change. Finally, we use average check per guest to identify trends in guest preferences, as well as the effectiveness of menu changes. We believe these performance indicators are useful for investors by providing a consistent comparison of sales results and trends across comparable periods within our core, established store base, unaffected by results of store openings, closings, and other transitional changes.

Results of Operations

The following table highlights our operating results by percentage relationships to total revenue for the specified periods:


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Total revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold (exclusive of depreciation and rent)	3133.25		3032.6		32.4		31.7
Labor and other related expenses	3736.81		3634.4		36.9		35.3
Other store operating expenses	2824.78		2523.02		26.7		24.0
General and administrative expenses	65.05		76.15		5.7		6.8
Impairment and store closing costs	~~0.4~~—		0.12		0.2		0.2
Operating income (loss)	(40.1)		03.81		(1.9)		2.0
Interest expense, net	0.5		0.76		0.5		0.6
Income (loss) before income taxes	(40.64)		02.15		(2.4)		1.4
Income tax benefit	(1.5)		(0.5)
Provision for income taxes (income tax benefit)	(0.5)		0.2		(1.0)		(0.1)
Net income (loss)	(30.1)	%	02.63	%	(1.4)	%	1.5	%

The following table sets forth the change in the number of units in operation for the specified periods:


	Quarter Ended
	October 31,	November 01,
	2025	2024
Opened during the period:
Cracker Barrel	—	—
MSBC	—	3
Closed during the period:
Cracker Barrel	(1)	—
MSBC	(14)	—
Units in operation at end of the period:
Cracker Barrel	656	658
MSBC	54	69
Total units at end of the period	710	727

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The following table sets forth the change in the number of units in operation for the specified periods:


	Quarter Ended		Six Months Ended
	January 30,	January 31,	January 30,	January 31,
	2026	2025	2026	2025
Opened during the period:
Cracker Barrel	—	—	—	—
MSBC	—	—	—	3
Closed during the period:
Cracker Barrel	—	(1)	(1)	(1)
MSBC	—	—	(14)	—
Units in operation at end of the period:
Cracker Barrel	656	657	656	657
MSBC	54	69	54	69
Total units at end of the period	710	726	710	726

Total Revenue

Total revenue for the ~~first~~second quarter and first six months of 2026 decreased 5.7.9% and 6.8%, respectively, as compared to the same ~~period~~periods in the prior year.

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The following table highlights the key components of revenue for the specified periods:


	Quarter Ended						Six Months Ended
	~~October~~January 3130,			~~November~~January 0131,			January 30,			January 31,
	~~2025~~2026			~~2024~~2025			2026			2025
Revenue in dollars:
Restaurant	$	~~650~~694,~~593~~333		$	~~683~~750,~~271~~478		$	1,344,926		$	1,433,749
Retail		~~146~~180,~~595~~484			~~161~~198,~~818~~961			327,079			360,779
Total revenue	$	~~797~~874,~~188~~817		$	~~845~~949,~~089~~439		$	1,672,005		$	1,794,528
Total revenue by percentage relationships:
Restaurant		8179.64	%		8079.90	%		80.4	%		79.9	%
Retail		1820.46	%		1921.10	%		19.6	%		20.1	%
Average store volumes(1):
Restaurant	$	~~966~~1,037.51		$	1,~~012~~116.82		$	2,003.6		$	2,128.9
Retail		~~223~~275.10			~~245~~302.65			498.0			548.0
Total revenue	$	1,~~189~~312.61		$	1,~~258~~418.47		$	2,501.6		$	2,676.9
Comparable store sales increase (decrease) (2):
Restaurant		(4.7.1)	%		24.97	%		(6.0)	%		3.8	%
Retail		(89.52)	%		(10.6)2	%		(8.9)	%		(0.6)	%
Restaurant and retail		(57.46)	%		23.07	%		(6.6)	%		2.9	%
Average check increase		23.94	%		57.84	%		3.1	%		6.6	%
Comparable restaurant guest traffic decrease(2):		(710.31)	%		(2.97)	%		(8.7)	%		(2.8)	%

(1)	Average store volumes include sales of all stores except for MSBC.

(2)	Comparable store sales and traffic consist of sales of stores open at least six full quarters at the beginning of the period and are measured on comparable calendar weeks. Comparable store sales and traffic exclude MSBC.

For the ~~first~~second quarter and first six months of 2026, our comparable store restaurant sales ~~decrease~~decreases resulted primarily from the guest traffic ~~decrease~~decreases partially offset by the average check ~~increase~~increases. For the ~~first~~second quarter and first six months of 2026, the average check ~~increase~~increases included an average menu price ~~increase~~increases of 4.12% in both periods.

~~Our retail sales are made substantially to our restaurant guests. For the first quarter of 2026, our comparable store retail sales decrease resulted primarily from the guest traffic decrease.~~ 23

The decrease in guest traffic is primarily the result of negative publicity to recent brand initiatives, including the launch of new logo and modern test store remodels, and lower consumer demand arising from multiple macroeconomic factors, including inflationary pressures, higher consumer debt levels and lower savings rates as well as the potential uncertainty associated with the geopolitical environment and global trade.

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Our retail sales are made substantially to our restaurant guests. For the second quarter and first six months of 2026, our comparable store retail sales decreases resulted primarily from the guest traffic decreases.

The decreases in guest traffic are primarily the result of negative publicity and customer reactions to certain recent brand initiatives, including the launch of a new logo and modern test store remodels in the first quarter of 2026, and lower consumer demand arising from multiple macroeconomic factors, including inflationary pressures, higher consumer debt levels and lower savings rates as well as the potential uncertainty associated with the geopolitical environment and global trade.

Cost of Goods Sold (Exclusive of Depreciation and Rent)

The following table highlights the components of cost of goods sold (exclusive of depreciation and rent) in dollar amounts and as percentages of revenues for the specified periods:


	~~Three Months Ended~~	Quarter Ended						Six Months Ended
	~~October 31,~~	January 30,		~~November 01,~~	January 31,			January 30,			January 31,
	~~2025~~	2026		~~2024~~	2025			2026			2025
Cost of Goods Sold in dollars:
Restaurant	$	~~173,108~~$	190,209	$	~~178,407~~$	203,570		$	363,317		$	381,977
Retail		~~75,297~~	102,451		~~80,494~~	106,262			177,748			186,756
Total Cost of Goods Sold	$	~~248,405~~$	292,660	$	~~258,901~~$	309,832		$	541,065		$	568,733
Cost of Goods Sold by percentage of revenue:
Restaurant		~~26.6~~	%27.4	%	~~26.1~~	%27.1	%		27.0	%		26.6	%
Retail		~~51.4~~	%56.8	%	~~49.7~~	%53.4	%		54.3	%		51.8	%

The ~~increase~~increases in restaurant cost of goods sold as a percentage of restaurant revenue for the ~~first~~second quarter and first six months of 2026 as compared to the same ~~period~~periods in the prior year ~~was~~were primarily driven by higher food waste, commodity inflation, increased discounts and ~~commodity~~a ~~inflation~~shift to higher cost menu items partially offset by menu pricing.

Commodity inflation was 21.3% and 1.7%, respectively, in the ~~first~~second quarter and first six months of 2026. We presently expect the rate of commodity inflation to be between 2.50% toand 32.5% in 2026.

The increase in retail cost of goods sold as a percentage of retail revenue in the ~~first~~second quarter of 2026 as compared to the same period in the prior year resulted primarily from lower initial margin which was driven primarily by tariffs, higher markdowns, higher discounts and inventory shrinkage. Inventory shrinkage, ~~the~~as ~~change~~a percentage of total revenue, increased in the ~~provision~~second ~~for~~quarter ~~obsolete~~due ~~inventory~~to ~~and~~the ~~lower~~decrease ~~initial~~in ~~margin~~the ~~which~~total ~~was~~revenue ~~driven~~for ~~primarily~~the ~~from~~same ~~tariffs~~period.


	Second Quarter
	Increase as Percentage
	of Total Retail Revenue
Lower initial margin	1.6	%
Markdowns	0.9	%
Discounts	0.4	%
Inventory shrinkage	0.4	%

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The increase in retail cost of goods sold as a percentage of retail revenue in the first six months of 2026 as compared to the same period in the prior year resulted primarily from lower initial margin which was driven primarily by tariffs, higher discounts, higher markdowns, inventory shrinkage and the change in the provision for obsolete inventory. Inventory shrinkage, as a percentage of total revenue, increased in the first six months due to the decrease in the total revenue for the same period.


	First Six Months
	Increase as a Percentage
	of Total Retail Revenue
Lower initial margin	1.1	%
Discounts	0.5	%
Markdowns	0.3	%
Inventory shrinkage	0.3	%
Provision for obsolete inventory	0.3	%

Additional changes in tariff rates or trade policy could materially affect our operating results and financial condition, and this ongoing uncertainty introduces additional volatility and risk to our operations and financial condition and may affect consumer demand in ways that are difficult to predict.


	First Quarter
	Increase as Percentage
	of Total Retail Revenue
Discounts	0.7	%
Provision for obsolete inventory	0.5	%
Lower initial margin	0.4	%

Labor and Related Expenses

Labor and related expenses include all direct and indirect labor and related costs incurred in store operations. The following table highlights labor and related expenses as a percentage of total revenue for the specified periods:


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Labor and related expenses	3736.81	%	3634.4	%	36.9	%	35.3	%

These percentage changes for the second quarter and first six months of 2026 as compared to the same periods in the prior year resulted primarily from the following:


	Second Quarter		First Six Months
	Increase (Decrease)		Increase (Decrease)
	as a Percentage of		as a Percentage of
	Total Revenue		Total Revenue
Store management compensation	0.8	%	0.8	%
Store hourly labor	0.6	%	0.6	%
Employee health care expense	0.3	%	0.3	%
Payroll taxes	0.2	%	0.2	%
Store bonus expense	(0.2)	%	(0.2)	%

The increases in store hourly labor and store management compensation as a percentage of total revenue for the second quarter and first six months of 2026 as compared to the same periods in the prior year resulted primarily from lower productivity and the deleverage associated with the decrease in total revenue in the second quarter and first six months of 2026 as compared to the same periods in the prior year.

We presently expect the rate of wage inflation to be between 2.5% and 3.0% in 2026.

The increases in employee health care expense as a percentage of total revenue for the second quarter and first six months of 2026 as compared to the same periods in the prior year resulted primarily from unfavorable claim experience.

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~~This~~ The increases in payroll taxes as a percentage ~~change~~of total revenue for the ~~first~~second quarter and first six months of 2026 as compared to the same ~~period~~periods in the prior year resulted primarily from the ~~following:~~deleverage associated with the decrease in total revenue in the second quarter and first six months of 2026 as compared to the same periods in the prior year.


	First Quarter
	Increase (Decrease)
	as a Percentage of
	Total Revenue
Store management compensation	0.9	%
Store hourly labor	0.6	%
Employee health care expense	0.3	%
Store bonus expense	(0.3)	%

The decreases in store bonus expense as a percentage of total revenue for the second quarter and first six months of 2026 as compared to the same periods in the prior year resulted from lower performance against financial objectives in 2026 as compared to the prior year.

The increases in store hourly labor and store management compensation as a percentage of total revenue for the first quarter of 2026 as compared to the same periods in the prior year resulted primarily from the deleverage associated with the decrease in total revenue in the first quarter of 2026 as compared to the prior year quarter. Additionally, the Company continued to invest in staffing levels to enhance the guest experience, resulting in lower productivity in the first quarter of 2026.

We presently expect the rate of wage inflation to be 3.0% to 4.0% in 2026.

The increase in employee health care expense as a percentage of total revenue for the first quarter of 2026 as compared to the same period in the prior year resulted primarily from unfavorable claim experience.

The decrease in store bonus expense as a percentage of total revenue for the first quarter of 2026 as compared to the same period in the prior year resulted from lower performance against financial objectives in 2026 as compared to the prior year.

Other Store Operating Expenses

Other store operating expenses include all store-level operating costs, the major components of which are occupancy costs, advertising, operating supplies, third-party delivery fees, credit and gift card fees, real and personal property taxes, general insurance and manager conference expenses. Occupancy costs include maintenance, utilities, depreciation and rent.

The following table highlights other store operating expenses as a percentage of total revenue for the specified periods:


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Other store operating expenses	2824.78	%	2523.02	%	26.7	%	24.0	%

~~This~~These percentage ~~change~~changes for the ~~first~~second quarter and first six months of 2026 as compared to the same ~~period~~periods in the prior year resulted primarily from the following:


	~~First~~Second Quarter		First Six Months
	Increase as a Percentage		Increase as a Percentage
	of Total Revenue		of Total Revenue
Store occupancy costs	21.03	%	1.8	%
Advertising	10.13	%	0.7	%
Other store expenses	0.4	%

The increases in store occupancy costs as a percentage of total revenue for the second quarter and the first six months of 2026 as compared to the same periods in the prior year resulted primarily the decreases in total revenue and increases in maintenance expenses in the second quarter and first six months of 2026 as compared to the same periods in the prior year. The increases in maintenance expenses included higher costs associated with snow removal due to adverse weather events in the second quarter and first six months of 2026 as compared to the same periods in the prior year.

The increases in advertising expense as a percentage of total revenue for the second quarter and first six months of 2026 as compared to the same periods in the prior year resulted primarily from higher media spending and the decreases in total revenue in the second quarter and the first six months of 2026 as compared to the same periods in the prior year.

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The increase in store occupancy costs as a percentage of total revenue for the first quarter of 2026 as compared to the same period in the prior year resulted primarily from higher maintenance expenses and the decrease in total revenue in the first quarter of 2026 as compared to the prior year quarter.

The increase in advertising expense as a percentage of total revenue for the first quarter of 2026 as compared to the same period in the prior year period resulted primarily from higher media spending, investments related to our multi-year strategic plan and the decrease in total revenue in the first quarter of 2026 as compared to the prior year quarter.

The increase in other store operating expense as a percentage of total revenue for the first quarter of 2026 as compared to the same period in the prior year resulted primarily from costs associated with our biennial general manager conference held in the first quarter of 2026. We did not hold a general manager conference in 2025.

General and Administrative Expenses

The following table highlights general and administrative expenses as a percentage of total revenue for the specified periods:


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
General and administrative expenses	65.05	%	76.15	%	5.7	%	6.8	%


	~~First~~Second Quarter		First Six Months
	(Decrease) Increase		(Decrease) Increase
	as a Percentage		as a Percentage
	of Total Revenue		of Total Revenue
Incentive compensation expense	(1.0.8)	%	(0.9)	%
Professional fees	(0.65)	%	(0.6)	%
Payroll and related expense	0.43	%	0.4	%

The ~~decrease~~decreases in incentive compensation expense as a percentage of total revenue in the ~~first~~second quarter and the first six months of 2026 as compared to the same ~~period~~periods in the prior year resulted primarily from lower performance against financial objectives in 2026 as compared to the same periods in the prior year ~~period~~.

The ~~decrease~~decreases in professional fees as a percentage of total revenue in the ~~first~~second quarter and the first six months of 2026 as compared to the same ~~period~~periods in the prior year resulted primarily from lower ~~legal~~proxy ~~fees~~contest expenses and lower ~~proxy~~costs ~~contest~~associated ~~expenses~~with the Company’s strategic initiatives. In the ~~first~~second quarter and first six months of 2026, we incurred $12,~~439~~633 and $4,072, respectively, in costs related to a proxy contest in connection with the Company’s 2025 annual shareholders meeting held on November 20, 2025. In the ~~first~~second quarter of 2025 and first six months of 2025, we incurred $25,~~958~~263 and $8,220, respectively, in costs related to a proxy contest in connection with the Company’s 2024 annual shareholders meeting held on November 21, 2024. Costs associated with the Company’s strategic initiatives decreased by approximately $4,000 asand ~~well~~$3,400, respectively, in the second quarter and first six months of 2026 as compared to the same periods in the prior year. Additionally, in the first six months of 2025, we incurred approximately $3,300 in connection with our settlement of wage-related disputes.

The increase in payroll and related expense as a percentage of total revenue in the ~~first~~second quarter and the first six months of 2026 as compared to the same ~~period~~periods in the prior year resulted primarily from severance costs related to a corporate restructuring.

Impairment and Store Closing Costs

During the second quarter and first six months of 2026, impairment charges of $418 were recorded for three Maple Street Biscuit Company (“MSBC”) locations as a result of the Company’s decision to not extend the leases for these locations. No stores were closed during the second quarter of 2026. During the first six months of 2026, one Cracker Barrel store and fourteen MSBC locations were closed because of poor operating performance, resulting in closing costs of $3,473 which included lease termination costs.

During the second quarter and first six months of 2025, we recorded impairment charges of $2,163 and $2,863, respectively, as a result of the deterioration in operating performance of three MSBC locations and two Cracker Barrel locations. One Cracker Barrel store was closed in the second quarter and first six months of 2025 resulting in closing costs of $288.

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Impairment and Store Closing Costs

During the first quarter of 2026, we did not incur any impairment charges. During the first quarter of 2026, one Cracker Barrel store and fourteen MSBC locations were closed because of poor operating performance, resulting in closing costs of $3,473 which included lease termination costs.

During the first quarter of 2025, we recorded impairment charges of $700 as a result of the deterioration in operating performance of two MSBC locations. No stores were closed in the first quarter of 2025.

Operating Income (Loss)

Operating income (loss) consisted of the following for the specified periods:


	Quarter Ended				Six Months Ended
		~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
		~~2025~~2026		~~2024~~2025		2026		2025
Operating income (loss)	$	~~(32,797)~~463	$	729,~~071~~123	$	(32,334)	$	36,194

In the second quarter and first six months of 2026, operating income (loss) decreased from the same periods in the prior year primarily due to the decreases in total revenue partially offset by lower cost of goods sold expenses, lower labor expenses, lower incentive compensation expense and lower professional fees. Additionally, for the first six months of 2026, higher media advertising and higher maintenance expenses further contributed to the operating loss in 2026.

In the first quarter of 2026, the decrease in operating income (loss) from the same period in the prior year was primarily attributable to the decrease in total revenue, higher advertising expenses, higher maintenance expenses and the costs associated with the biennial general managers conference partially offset by lower incentive compensation and lower professional fees.

Interest Expense, Net

The following table highlights interest expense in dollars for the specified periods:


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Interest expense, net	$	34,~~724~~033	$	54,~~822~~978	$	7,757	$	10,800

The ~~decrease~~decreases in interest expense for the ~~first~~second quarter and first six months of 2026 as compared to the same ~~period~~periods in the prior year resulted primarily from lower weighted average debt levels under our revolving credit facility partially offset by the interest related to the 2030 Notes.

Provision for Income Taxes (Income Tax Benefit)

The following table highlights the provision for income taxes (income tax benefit) as a percentage of income (loss) before income taxes (“effective tax rate”) for the specified periods:


	Quarter Ended				Six Months Ended
	~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
	~~2025~~2026		~~2024~~2025		2026		2025
Effective tax rate	32135.69	%	~~(287.~~8).0	%	41.8	%	(6.5)	%

The ~~increase~~increases in the effective tax rate in the ~~first~~second quarter and first six months of 2026 as compared to the same ~~period~~periods in the prior year isare primarily due to the ~~disproportionate~~impact ~~benefit~~ of employment credits inon ~~relation~~losses tobefore ~~income~~tax ~~(loss)~~as ~~before~~compared ~~taxes~~to the same periods in the prior year ~~period~~periods.

H.R. 1., also known as the One Big Beautiful Bill Act (the “OBBBA”), was enacted on July 4, 2025, with effective dates in 2025 through 2027. The legislation includes provisions that impact the timing and magnitude of certain tax deductions. Key provisions include the permanent extension of several business tax benefits originally introduced under the 2017 Tax Cuts and Jobs Act. The provisions effective for the first six months of 2026 did not have a material impact on our financial position. We will continue to assess the potential impacts on our financial position as additional guidance related to the OBBBA is released.

The Company records its interim income tax benefit using the discrete-period computation method, as of January 30, 2026 and January 31, 2025, as allowed under Accounting Standards Codification 740-240, Accounting for Income Taxes – Interim Reporting. Use of the annualized effective tax rate (“AETR”) method would have resulted in an unreliable tax rate as small changes in the projected ordinary annual income would have resulted in significant changes in the AETR.

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H.R. 1., also known as the One Big Beautiful Bill Act (the “OBBBA”), was enacted on July 4, 2025, with effective dates in 2025 through 2027. The legislation includes provisions that impact the timing and magnitude of certain tax deductions. Key provisions include the permanent extension of several business tax benefits originally introduced under the 2017 Tax Cuts and Jobs Act. The provisions effective for the first three months of 2026 did not have a significant impact on our financial position. We will continue to assess the potential impacts on our financial position as additional guidance related to the OBBBA is released.

The Company records its interim income tax benefit using the discrete-period computation method, as of October 31, 2025 and November 01, 2024, as allowed under Accounting Standards Codification 740-240, Accounting for Income Taxes – Interim Reporting. Use of the annualized effective tax rate (“AETR”) method would have resulted in an unreliable tax rate as small changes in the projected ordinary annual income would have resulted in significant changes in the AETR.

Net Income (Loss)

Net income (loss) consisted of the following for the specified periods:


	Quarter Ended					Six Months Ended
			~~October~~January 3130,		~~November~~January 0131,		January 30,		January 31,
			~~2025~~2026		~~2024~~2025		2026		2025
Net income (loss)		$	~~(24~~1,~~622)~~282	$	422,~~844~~207	$	(23,340)	$	27,051

The ~~Company~~decreases ~~incurred~~in a net ~~loss~~income in the ~~first~~second quarter and first six months of 2026 as compared to ~~net income in~~ the same ~~period~~periods in the prior year resulted primarily ~~due~~from to the ~~decrease~~decreases in operating income ~~(loss)~~ discussed above partially offset by a higher income tax benefit in the ~~first~~second quarter and first six months of 2026 as compared to the same ~~period~~periods in the prior year as discussed above.

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from our operations and our borrowing capacity under the 2025 Revolving Credit Facility. Cash generated from operations, together with our borrowing capacity under the 2025 Revolving Credit Facility, were sufficient to finance all of our dividend payments, working capital needs, interest payments on long-term debt obligations and other cash payment obligations in the first ~~three~~six months of 2026.

We believe that cash on hand at ~~October~~January 3130, ~~2025~~2026, along with cash expected to be generated from our operating activities and the borrowing capacity under our 2025 Revolving Credit Facility, will be sufficient to finance our continuing operations, ~~our multi-year strategic plan,~~ debt service, dividend payments, capital expenditures and working capital needs for the next twelve months and thereafter. Our ability to draw on our 2025 Revolving Credit Facility is subject to the satisfaction of the provisions of the credit facility, as amended, and we believe we will be able to refinance our 2025 Revolving Credit Facility and other debt instruments prior to maturity.

Cash Generated From (Used In) Operations

Our operating activities used net cash of $532,~~430~~169 for the first ~~three~~six months of 2026 as compared to $493,~~395~~693 net cash ~~used~~provided during the same period in the prior year. This change was primarily driven by the operating loss in the first ~~quarter~~six months of 2026 asand ~~well as~~ the timing of payments for accounts payable ~~and certain taxes and higher retail inventory~~.

Capital Expenditures

Capital expenditures (purchase of property and equipment) net of proceeds from insurance recoveries were $60,747 for the first six months of 2026 as compared to $76,986 for the same period in the prior year. Our capital expenditures consisted primarily of capital investments for existing stores, capital expenditures for strategic initiatives and new store locations. The decrease in capital expenditures in the first six months of 2026 compared to the same period in the prior year resulted primarily from lower capital investments in existing stores and reduced spending on strategic initiatives.

We currently expect capital expenditures to be approximately $105,000 to $115,000 in 2026. This estimate includes our maintenance and technology initiatives as well as the acquisition of sites and construction costs of new locations that we plan to open during 2026. We intend to fund our capital expenditures with cash generated by operations and borrowings under our 2025 Revolving Credit Facility, as necessary.

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Capital Expenditures

Capital expenditures (purchase of property and equipment) net of proceeds from insurance recoveries were $34,165 for the first three months of 2026 as compared to $38,887 for the same period in the prior year. Our capital expenditures consisted primarily of capital investments for existing stores, new store locations and capital expenditures for strategic initiatives. The decrease in capital expenditures in the first quarter of 2026 compared to the same period in the prior year resulted primarily from lower capital investments in existing stores.

We currently expect capital expenditures to be approximately $110,000 to $125,000 in 2026. This estimate includes our maintenance and technology initiatives as well as the acquisition of sites and construction costs of new locations that we plan to open during 2026. We intend to fund our capital expenditures with cash generated by operations and borrowings under our 2025 Revolving Credit Facility, as necessary.

Borrowing Capacity, Debt Covenants and Notes

On May 16, 2025, the Company entered into a five-year $800,000 credit facility (the “2025 Credit Facility”). The 2025 Credit Facility consists of a $550,000 revolving credit facility (the “2025 Revolving Credit Facility”), which includes a $25,000 swingline subfacility and a $75,000 letter of credit subfacility. The 2025 Credit Facility also provides for an uncommitted accordion feature that allows the Company to increase the 2025 Revolving Credit Facility by up to $200,000, ~~and~~plus any additional amount that would not cause the Company to exceed a consolidated total leverage ratio of 3:50:1:00 (subject to securing additional commitments from existing lenders or new lending institutions). The 2025 Credit Facility also provided for a $250,000 delayed draw term loan facility (the “Delayed Draw Term Facility”). ~~The~~which ~~Delayed Draw Term Facility~~ was terminated on June 13, 2025 in connection with the Company’s issuance and sale of the 2030 Notes. ~~The 2025 Credit Facility also contains an option for the Company to increase the 2025 Credit Facility by $200,000.~~

At ~~October~~January 3130, ~~2025~~2026, we had $6545,~~000~~500 of outstanding borrowings under the 2025 Revolving Credit Facility and $8,703 of standby letters of credit related to securing reserved claims under our workers’ compensation insurance, which reduce our borrowing availability under the 2025 Revolving Credit Facility. At ~~October~~January 3130, ~~2025~~2026, we had $~~476~~495,~~297~~797 in borrowing availability under our 2025 Revolving Credit Facility. During the first ~~three~~six months of 2026, we borrowed $~~142~~198,~~500~~000 and repaid $77152,500 under the 2025 Revolving Credit Facility.

Our 2025 Revolving Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated ~~total~~senior secured leverage ratio and a minimum consolidated interest coverage ratio. Under the 2025 Revolving Credit Facility, the maximum consolidated total leverage ratio financial covenant applies unless the Company elects the consolidated senior secured leverage ratio financial covenant in lieu of the consolidated total leverage ratio. During the second quarter of 2026, the Company elected to implement the consolidated senior secured leverage ratio in accordance with the terms of the 2025 Revolving Credit Facility. We were in compliance with the 2025 Revolving Credit Facility’s financial covenants at ~~October~~January 3130, ~~2025~~2026. We expect to be in compliance with the 2025 Revolving Credit Facility’s financial covenants for the term of the facility.

On June 13, 2025, we issued the 2030 Notes. The 2030 Notes are senior, unsecured obligations of the Company and bear cash interest at a rate of 1.75% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The 2030 Notes mature on September 15, 2030, unless earlier converted, repurchased or redeemed. Net proceeds from the 2030 Notes were approximately $335,000, after deducting the initial purchasers’ discounts and commissions and the Company’s offering fees and expenses.

Additionally, on June 13, 2025, we used approximately $145,900 of the net proceeds from the 2030 Notes for the repurchase of $150,000 aggregate principal amount of the 2026 Notes. The remaining $150,000 aggregate principal amount of the 2026 Notes matures on June 15, 2026, unless earlier converted, repurchased or redeemed. The 2026 Notes are senior, unsecured obligations of the Company and bear cash interest at a rate of 0.625% per annum, payable semi-annually in arrears on June 15 and December 15 of each year.

For additional information regarding our 2025 Revolving Credit Facility, the 2026 Notes and the 2030 Notes, see Note 4 to the Condensed Consolidated Financial Statements.

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Dividends, Share Repurchases and Share-Based Compensation Awards

Our 2025 Revolving Credit Facility imposes restrictions on the amount of dividends we are permitted to pay and the amount of shares we are permitted to repurchase. Under the 2025 Revolving Credit Facility, provided there is no default existing and the total of our availability under the 2025 Revolving Credit Facility plus our cash and cash equivalents on hand is at least $100,000 (the “Cash Availability”), we may declare and pay cash dividends on shares of our common stock and repurchase shares of our common stock (1) in an unlimited amount if at the time the dividend or the repurchase is made our consolidated total leverage ratio is 3.50 to 1.00 or less and (2) in an aggregate amount not to exceed $100,000 in any fiscal year if, at the time such dividend or repurchase is made, our consolidated total leverage ratio is greater than 3.50 to 1.00; notwithstanding (1) and (2), so long as immediately after giving effect to the payment of any such dividends, Cash Availability is at least $100,000, we may declare and pay cash dividends on shares of our common stock in an aggregate amount not to exceed in any fiscal year the product of the aggregate amount of dividends declared in the fourth quarter of the immediately preceding fiscal year multiplied by four.

During the first ~~three~~six months of 2026, we paid a regular dividend of $0.2550 per share and declared a dividend of $0.25 per share that was subsequently paid on ~~November~~February 1211, ~~2025~~2026, to shareholders of record on ~~October~~January 1716, ~~2025~~2026. In addition, in the ~~second~~third quarter of 2026, our Board of Directors approved a regular dividend payable on ~~February~~May 1113, 2026 to shareholders of record as of ~~January~~April 1610, 2026 of $0.25 per share.

Our criteria for share repurchases are that they be accretive to expected net income per share and are within the limits imposed by our debt commitments. In the first quarter of 2026, our Board of Directors approved a share repurchase authorization to repurchase shares of the Company’s outstanding common stock at management’s discretion up to a total value of $100,000. We did not repurchase any shares of our common stock in the first ~~quarter~~six months of 2026.

During the first ~~three~~six months of 2026, we issued 5883,~~842~~065 shares of our common stock resulting from the vesting of share-based compensation awards. Related tax withholding payments on these share-based compensation awards resulted in a net use of cash of $1,~~903~~934.

Litigation Settlement

In third quarter of 2026, the Company expects to receive and record approximately $47,400, net of legal fees, pursuant to a settlement agreement resolving interchange fee litigation.

Working Capital

In the restaurant industry, substantially all payments received on sales are made by credit card, debit card or cash. Restaurant inventories purchased through our principal food distributor are on terms of net zero days, while restaurant inventories purchased locally are generally financed from normal trade credit. Because of our retail gift shops, which have a lower product turnover than the restaurants, we carry larger inventories than many other companies in the restaurant industry. Retail inventories are generally financed through trade credit. These various trade terms are aided by the rapid turnover of the restaurant inventory. Employees generally are paid once every week or every two weeks except for bonuses that are paid either quarterly or annually in arrears. Many other operating expenses have normal trade terms and certain expenses, such as certain taxes and some benefits, are deferred for longer periods of time.

Like many other restaurant companies, we are able to, and often do, operate with negative working capital. We had negative working capital of $~~288~~297,~~285~~266 at ~~October~~January 3130, ~~2025~~2026 as compared to negative working capital of $312,491 at August 01, 2025. The change in working capital at ~~October~~January 3130, ~~2025~~2026 as compared to August 01, 2025 primarily resulted from lower ~~incentive~~accounts ~~compensation~~payable ~~accruals~~ due to ~~lower~~timing ~~performance in the first quarter~~ of ~~2026~~payments and ~~the~~lower ~~payment~~incentive ofcompensation ~~annual~~accruals ~~and~~due ~~long-term~~to ~~incentive~~lower ~~bonuses,~~performance ~~higher~~in ~~inventory~~the ~~levels~~first ~~which~~six ~~reflect~~months ~~our~~of ~~normal~~2026 ~~seasonal~~partially ~~build~~offset toby ~~support~~the ~~our~~decrease ~~expected~~in ~~holiday~~cash ~~sales~~ and the ~~timing~~increase ofin ~~certain~~sales ~~payments~~our ~~partially~~gift ~~offset~~cards byduring the ~~decrease~~holiday inshopping ~~cash~~season.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements.

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Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements.

Material Commitments

There have been no material changes in our material commitments other than in the ordinary course of business since the end of 2025. Refer to the section entitled “Liquidity and Capital Resources” presented in the MD&A of our 2025 Form 10-K for additional information regarding our material commitments.

Recent Accounting Pronouncements Not Yet Adopted

See Note 1 to the accompanying Condensed Consolidated Financial Statements for a discussion of recent accounting guidance not yet adopted. We are currently evaluating the impact of adopting this accounting guidance.

Critical Accounting Estimates

We prepare our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our estimates and judgments on historical experience, current trends, outside advice from parties believed to be experts in such matters, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. However, because future events and their effects cannot be determined with certainty, actual results could differ from those assumptions and estimates, and such differences could be material.

Our critical accounting estimates are described under the heading “Critical Accounting Estimates” in Part II, Item 7 of the 2025 Form 10-K. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions.

Critical accounting estimates are those that:

●

management believes are most important to the accurate portrayal of both our financial condition and operating results, and

●

require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

We consider the following accounting estimates to be most critical in understanding the judgments that are involved in preparing our Consolidated Financial Statements:

●

Impairment of Long-Lived Assets

●

Insurance Reserves

●

Retail Inventory Valuation

●

Lease Accounting

Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors. There have been no material changes in our critical accounting estimates from those described in the 2025 Form 10-K.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our quantitative and qualitative market risks since August 01, 2025. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of the 2025 Form 10-K.

Interest Rate Risk. We have interest rate risk relative to our outstanding borrowings under our revolving credit facility. At ~~October~~January 3130, ~~2025~~2026, our outstanding borrowings totaled $6545,~~000~~500 under our 2025 Revolving Credit Facility (see Note 4 to the Condensed Consolidated Financial Statements). In accordance with the 2025 Revolving Credit Facility, outstanding borrowings bear interest, at our election, either at (1) the Term Secured Overnight Financing Rate (SOFR) or (2) a base rate equal to the greatest of (i) the prime rate, (ii) a rate that is 0.5% in excess of the Federal Funds Rate, and (iii) one-month Term SOFR plus 1.0%, in each case plus an applicable margin based on the Company’s consolidated total leverage ratio. Our policy has been to manage interest cost using a mix of fixed and variable rate debt (see Note 4 to our Condensed Consolidated Financial Statements). Additionally, the 2026 Notes and the 2030 Notes bear cash interest at a fixed rate of 0.625% and 1.75%, respectively, per annum.

The impact of a one-percentage point increase or decrease in the $6545,~~000~~500 of our outstanding borrowings under our 2025 Revolving Credit Facility is approximately $~~657~~460 on a pre-tax annualized basis.

Credit Risk. In 2021, the Company issued the 2026 Notes and entered into certain convertible note hedge transactions (“Convertible Note Hedge Transactions”) and warrant transactions (“Warrant Transactions”) with certain of the initial purchasers of the 2026 Notes and/or their respective affiliates and other financial institutions (the “Hedge Counterparties”). In 2025, the Company issued the 2030 Notes and entered into certain privately negotiated capped call transactions (“Capped Call Transactions”). In connection with the issuance of the 2030 Notes, the Company entered into partial unwind agreements with the Hedge Counterparties to unwind a portion of the Convertible Note Hedge Transactions and the Warrant Transactions. Subject to the movement in the Company’s common stock price, the Company could be exposed to credit risk arising out of the net settlement of the Capped Call Transactions, Convertible Note Hedge Transactions and the Warrant Transactions in its favor. Based on the Company’s review of the possible net settlements and the creditworthiness of the Hedge Counterparties and their affiliates, the Company believes it does not have a material exposure to credit risk as a result of these transactions at this time.

ITEM 4. Controls and Procedures

Our management, including our principal executive and principal financial officers, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that as of ~~October~~January 3130, ~~2025~~2026, our disclosure controls and procedures were effective for the purposes set forth in the definition thereof in Exchange Act Rule 13a-15(e).

There have been no changes (including corrective actions with regard to significant deficiencies and material weaknesses) during the quarter ended ~~October~~January 3130, ~~2025~~2026 in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. Risk Factors

There have been no material changes in the risk factors previously disclosed in Part I, Item 1A “Risk Factors” of our 2025 Form 10-K.

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ITEM 5. Other Information

During the quarter ended ~~October~~January 3130, ~~2025~~2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

OnIn ~~December~~March 5, 2026, ~~Richard M. Wolfson,~~ the Company’s ~~Senior~~expects ~~Vice~~to ~~President,~~receive ~~General~~approximately ~~Counsel and Corporate Secretary~~$47,400, ~~informed~~net ~~the Company~~ of ~~his~~legal ~~intent~~fees, pursuant to ~~retire~~a ~~from~~settlement ~~the~~agreement ~~Company~~resolving ~~effective~~interchange ~~May~~fee ~~5, 2026~~litigation.

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ITEM 6. Exhibits

INDEX TO EXHIBITS



Exhibit
3.1		Amended and Restated Charter of Cracker Barrel Old Country Store, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on April 10, 2012 (Commission File No. 001-25225)

3.2		Third Amended and Restated Bylaws of Cracker Barrel Old Country Store, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on May 16, 2025)

10.1		~~Amendment~~Cracker ofBarrel ~~Severance~~Old ~~Agreement~~Country ~~between~~Store, ~~the~~Inc. ~~Company~~2020 Omnibus Stock and ~~Cammie~~Incentive ~~Spillyards-Schaefer~~Plan (as amended) † (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed ~~herewith~~under the Exchange Act on November 24, 2025)

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

†Denotes management contract or compensatory plan, contract or arrangement.
†Denotes management contract or compensatory plan, contract or arrangement.

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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 thereunto duly authorized.

CRACKER BARREL OLD COUNTRY STORE, INC.


Date: December 9, 2025		By: /s/Craig A. Pommells
Date: March 4, 2026		By: /s/Craig A. Pommells
		Craig A. Pommells, Senior Vice President, Chief Financial Officer


Date: December 9, 2025		By: /s/Brian T. Vaclavik
Date: March 4, 2026		By: /s/Brian T. Vaclavik
		Brian T. Vaclavik, Vice President, Corporate Controller and
		Principal Accounting Officer

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Filing Compare · CRACKER BARREL OLD COUNTRY STORE, INC