What changed in this filing

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Item 9A. Controls and Procedures

2025-09-26 compared with 2024-09-27 · 39 added, 19 removed, 137 unchanged (30% of the section changed)

19 unchanged sentences

President and Chief Executive Officer

/s/Craig Pommells

Craig Pommells

Senior Vice President and Chief Financial Officer

27 unchanged sentences

During the fiscal quarter ended August 01, 2025, 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).

On September 24, 2025, Laura Daily provided notice to the Company of her intention to retire from her position as the Company’s Senior Vice President, Chief Merchant and Retail Supply Chain, as contemplated under the terms of her Consulting Agreement with the Company.

Pursuant to the terms of such Consulting Agreement, the Company determined that Ms.

Daily’s retirement will be effective October 1, 2025, and no further services will be required.

Daily will thus receive the previously disclosed benefits under the Consulting Agreement associated with her retirement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

28 unchanged sentences

(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.

Second Amended and Restated Bylaws of Cracker Barrel Old Country Store, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on June 7, 2022)

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 under the Exchange Act on May 16, 2025)

Rights Agreement, dated as of February 27, 2024, between Cracker Barrel Old Country Store, Inc.

and Equiniti Trust Company, LLC, which includes the Articles of Amendment to the Amended and Restated Charter as Exhibit A, the form of Right Certificate as Exhibit B, and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on February 27, 2024)

Amendment and Termination of Rights Agreement dated as of February 27, 2024, between Cracker Barrel Old Country store, Inc.

and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on February 27, 2024)

Indenture, as of June 18, 2021, between Cracker Barrel Old Country Store, Inc., as issuer, and U.S.

1 unchanged sentence

Form of 0.625% Convertible Senior Note due 2026 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021)

Description of Capital Stock (filed herewith)

Amended and Restated Credit Agreement, dated as of June 17, 2022, among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 17, 2022)

Cracker Barrel Old Country Store, Inc.

Corporate Policy—Severance Benefits Policy (as amended to date) † (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on June 9, 2009) (Commission File No.

Indenture, dated as of June 13, 2025, by and between Cracker Barrel Old Country Store, Inc., and U.S.

Bank Trust Company National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 16, 2025)

Form of 1.75% Convertible Senior Note due 2030 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 16, 2025)

Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on June 5, 2025)

Form of Capped Call Transactions confirmation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 16, 2025)

Second Amended and Restated Credit Agreement, dated as of May 16, 2025, among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on May 16, 2025)

Cracker Barrel Old Country Store, Inc.

2010 Omnibus Stock and Incentive Plan † (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on December 7, 2010) (Commission File No.

Corporate Policy—Severance Benefits Policy (as amended) † (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on June 9, 2009) (Commission File No.

Cracker Barrel Old Country Store, Inc.

3 unchanged sentences

Cracker Barrel Old Country Store, Inc.

Non-Qualified Savings Plan (as amended to date) † (incorporated by reference to Exhibit 10(aa) to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 27, 2011) (Commission File No.

Non-Qualified Savings Plan (as amended) † (incorporated by reference to Exhibit 10(aa) to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 27, 2011) (Commission File No.

Cracker Barrel Old Country Store, Inc.

2 unchanged sentences

Cracker Barrel Old Country Store, Inc.

Form of Restricted Stock Award Notice † (filed herewith)

Form of Restricted Stock Award Notice † (incorporated by reference to Exhibit 10(j) to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 27, 2024) (Commission File No.

Form of Severance Agreement between Cracker Barrel Old Country Store, Inc., and certain of its named executive officers † (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on May 29, 2018) (Commission File No.

8 unchanged sentences

Employment Agreement dated as July 17, 2023, between the Company and Julie Masino † *(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023)

Employment Agreement dated as of July 17, 2023, between the Company and Sandra B.

Cochran † (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023)

Form of Transitional Letter Agreement between the Company and certain executive officers of the Company † (filed herewith)

Form of Transitional Letter Agreement between the Company and certain executive officers of the Company † (incorporated by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 27, 2024) (Commission File No.

Form of Consulting Agreement between the Company and certain executives of the Company † (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023)

Confidential Separation Agreement and Release, between Jennifer Tate and the Company, dated as of August 28, 2023 † (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on November 30, 2023)

Supplemental Severance Agreement dated as of September 21, 2023, between the Company and Craig Pommells † (incorporated by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 26, 2023)

Cracker Barrel Old Country Store, Inc.

Form of Time-Based Restricted Stock Unit Award Notice † (filed herewith)

Form of Time-Based Restricted Stock Unit Award Notice † (incorporated by reference to Exhibit 10(z) to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 27, 2024) (Commission File No.

Cracker Barrel Old Country Store, Inc.

Form of Long-Term Performance Plan Notice † (filed herewith)

Insider Trading Policy (filed herewith)

Form of Long-Term Performance Plan Notice † (incorporated by reference to Exhibit 10(aa) to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 27, 2024) (Commission File No.

Cracker Barrel Old Country Store, Inc.

Form of Stock Option † (filed herewith)

Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 27, 2024) (Commission File No.

Subsidiaries of the Registrant (filed herewith)

23 unchanged sentences

President, Chief Executive Officer and Director

/s/Craig Pommells

Senior Vice President and Chief Financial Officer

Craig Pommells

/s/Brian Vaclavik

Vice President, Corporate Controller and Principal Accounting Officer

Brian Vaclavik

/s/Carl Berquist

Director and Independent Chairman of the Board

/s/Gilbert R.

Carl Berquist

/s/Jody Bilney

/s/Steve Bramlage, Jr.

Steve Bramlage, Jr.

/s/Gilbert Dávila

Gilbert Dávila

/s/John Garratt

/s/Michael Goodwin

Michael Goodwin

/s/Cheryl Henry

/s/Gisel Ruiz

/s/Darryl Wade

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures