What changed in this filing

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Item 1. Financial Statements

2025-12-09 compared with 2025-06-05 · 137 added, 123 removed, 278 unchanged (48% of the section changed)

17 unchanged sentences

Accounts payable

Current portion of long-term debt

Accrued employee compensation

Other current liabilities

9 unchanged sentences

Common stock – 400,000,000 shares of $ 0.01 par value authorized;

22,266,951 shares issued and outstanding at May 02, 2025, and 22,203,043 shares issued and outstanding at August 02, 2024

22,326,566 shares issued and outstanding at October 31, 2025, and 22,267,724 shares issued and outstanding at August 01, 2025

Additional paid-in capital

8 unchanged sentences

Quarter Ended

Nine Months Ended

Total revenue

4 unchanged sentences

Impairment and store closing costs

Goodwill impairment

Operating income (loss)

1 unchanged sentence

Income (loss) before income taxes

Income tax benefit

Provision for income taxes (income tax benefit)

Net income (loss)

7 unchanged sentences

Balances at August 01, 2025

Comprehensive Income:

Total comprehensive income

Cash dividends declared - $ 0.25 per share

Share-based compensation

Issuance of share-based compensation awards, net of shares withheld for employee taxes

Balances at November 01, 2024

Comprehensive Income:

Total comprehensive income

Cash dividends declared - $ 0.25 per share

Share-based compensation

Issuance of share-based compensation awards, net of shares withheld for employee taxes

Balances at January 31, 2025

Comprehensive Income:

Total comprehensive income

Cash dividends declared - $ 0.25 per share

Share-based compensation

Issuance of share-based compensation awards

Balances at May 02, 2025

Shareholders’

Balances at July 28, 2023

Comprehensive Income:

Total comprehensive income

Comprehensive Loss:

Total comprehensive loss

Cash dividends declared - $ 0.25 per share

2 unchanged sentences

Balances at October 31, 2025

Shareholders’

Balances at August 02, 2024

Comprehensive Income:

3 unchanged sentences

Issuance of share-based compensation awards, net of shares withheld for employee taxes

Balances at January 26, 2024

Comprehensive loss:

Total comprehensive loss

Cash dividends declared - $ 1.30 per share

Share-based compensation

Issuance of share-based compensation awards

Balances at April 26, 2024

Balances at November 01, 2024

See Notes to unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

(Unaudited and in thousands)

Nine Months Ended

Three Months Ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

1 unchanged sentence

Loss on disposition of property and equipment

Goodwill impairment

Share-based compensation

4 unchanged sentences

Accounts payable

Accrued employee compensation

Other current liabilities

1 unchanged sentence

Other long-term assets and liabilities

Net cash provided by operating activities

Net cash used in operating activities

Cash flows from investing activities:

8 unchanged sentences

Dividends on common stock

Net cash used in financing activities

Net cash provided by financing activities

Net decrease in cash and cash equivalents

4 unchanged sentences

Interest, net of amounts capitalized

Income taxes, net of refunds

Supplemental schedule of non-cash investing and financing activities*:

16 unchanged sentences

Recent Accounting Pronouncements Not Yet Adopted

Segment Disclosures

In November 2023, the Financial Accounting Standards Boards (“FASB”) issued new reportable segment disclosure requirements which require incremental segment information related to measuring segment performance on an annual and interim basis.

These new disclosure requirements are effective for fiscal periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

These disclosure requirements should be applied on a retrospective basis.

The Company is currently evaluating the effect of adopting these new disclosure requirements on its annual consolidated financial statements and related disclosures in 2025 as well as interim disclosures beginning in the first quarter of 2026.

Income Tax Disclosures

1 unchanged sentence

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 2026.

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

4 unchanged sentences

Fair Value Measurements

The Company’s assets measured at fair value on a recurring basis at May 02, 2025 were as follows:

The Company’s assets measured at fair value on a recurring basis at October 31, 2025 were as follows:

Cash equivalents*

10 unchanged sentences

The fair values of the Company’s accounts receivable and accounts payable approximate their carrying amounts because of their short duration.

The Company did no t have any liabilities measured at fair value on a recurring basis at May 02, 2025 and August 02, 2024.

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 May 02, 2025 and August 02, 2024, respectively.

The Company’s financial instruments that are not remeasured at fair value include the 0.625 % convertible Senior Notes (see Note 4).

The Company estimates the fair value of the Notes through consideration of quoted market prices of similar instruments, classified as Level 2.

The estimated fair value of the Notes was $ 283,890 and $ 267,939 as of May 02, 2025 and August 02, 2024, respectively.

Assets Measured at Fair Value on a Nonrecurring Basis

In the first nine months of 2025, five Maple Street Biscuit Company (“MSBC”) locations and two Cracker Barrel locations were determined to be impaired because of declining operating performance.

Fair value of these locations was determined by sales prices of comparable assets or estimates of discounted future cash flows considering their highest and best use.

Assumptions used in the cash flow model included projected annual revenue growth rates and projected cash flows, which can be affected by economic conditions and management’s expectations.

Additionally, changes in the local and national economies and markets for real estate and other assets can impact the sales prices of the assets.

The Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs, and thus, are considered Level 3 inputs.

Based on its analysis, the Company recorded impairment charges of $ 3,581 in the first nine months of 2025, which are included in the impairment and store closing costs line on the Condensed Consolidated Statements of Income.

The Company did no t have any liabilities measured at fair value on a recurring basis at October 31, 2025 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 31, 2025 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 $ 145,125 and $ 144,075 as of October 31, 2025 and August 01, 2025, respectively.

The estimated fair value of the 2030 Notes was $ 283,386 and $ 374,246 as of October 31, 2025 and August 01, 2025, respectively.

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

October 31, 2025

August 01, 2025

On June 17, 2022, the Company entered into a five-year $ 700,000 revolving credit facility (the “2022 Revolving Credit Facility”).

The 2022 Revolving Credit Facility contains an option to increase the revolving credit facility by $ 200,000 .

The Company’s outstanding borrowings under the 2022 Revolving Credit Facility were $ 191,500 and $ 180,000 on May 02, 2025 and August 02, 2024, respectively.

As of May 02, 2025, the Company had $ 34,004 of standby letters of credit, which reduce the Company’s borrowing availability under the 2022 Revolving Credit Facility (see Note 10 for more information on the Company’s standby letters of credit).

As of May 02, 2025, the Company had $ 474,496 in borrowing availability under the 2022 Revolving Credit Facility.

In accordance with the 2022 Revolving Credit Facility, outstanding borrowings bear interest, at the Company’s 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) Term SOFR plus 1.0 % , in each case, plus an applicable margin based on the Company’s consolidated total leverage ratio.

At May 02, 2025, the weighted average interest rate on the Company’s outstanding borrowings on the 2022 Revolving Credit Facility was 6.24 % .

The 2022 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.

At May 02, 2025, the Company was in compliance with all financial covenants under the 2022 Revolving Credit Facility.

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 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 $ 65,000 on October 31, 2025.

As of October 31, 2025, 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 31, 2025, the Company had $ 476,297 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 31, 2025, the weighted average interest rate on the Company’s outstanding borrowings on the 2025 Revolving Credit Facility was 6.31 % .

The 2025 Revolving Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio.

At October 31, 2025, 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 2022 Revolving Credit Facility, provided there is no default existing and the total of the Company’s availability under the 2022 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 senior secured leverage ratio is 2.75 to 1.00 or less and (2) in an aggregate amount not to exceed $ 100,000 in any fiscal year if the Company’s consolidated total leverage ratio is greater than 2.75 to 1.00 at the time the dividend or repurchase is made;

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 .

See Note 11 for information on the Company’s new credit facility (“2025 Credit Facility”) entered into on May 16, 2025, which replaced the 2022 Revolving Credit Facility.

Convertible Senior Notes

On June 18, 2021, the Company completed a $ 300,000 principal aggregate amount private offering of 0.625 % convertible Senior Notes due in 2026 (the “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.

3 unchanged sentences

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.

In an event 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.

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 Notes was 5.3153 shares of the Company’s common stock per $ 1,000 principal amount of 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 Notes were priced.

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 May 02, 2025, the conversion rate, as adjusted, was 6.3722 shares of the Company’s common stock per $ 1,000 principal amount of Notes.

As of October 31, 2025, the conversion rate, as adjusted, was 6.4358 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.

The Notes are accounted for entirely as a liability, and the issuance costs of the Notes are accounted for wholly as debt issuance costs.

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 31, 2025 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:

October 31, 2025

August 01, 2025

6 unchanged sentences

Quarter Ended

Nine Months Ended

Coupon interest

1 unchanged sentence

Total interest expense

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 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 Notes.

The holders of the Notes were not eligible to convert their Notes during the first nine months of 2025 or during 2024, 2023, 2022 or 2021.

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.

Accordingly, as of May 02, 2025, the Company could not be required to settle the Notes and, therefore, the Notes are classified as long-term debt.

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 31, 2025, the conversion rate was 13.8455 shares of the Company’s common stock per $ 1,000 principal amount of the 2030 Notes.

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.

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 31, 2025

August 01, 2025

Liability component

Debt issuance costs

Net carrying amount

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 period:

Quarter Ended

Coupon interest

Amortization of issuance costs

Total interest expense

Convertible Note Hedge and Warrant Transactions

1 unchanged sentence

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 underlay the 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 Notes.

By default, 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 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 May 02, 2025, the strike price, as adjusted, of the Warrant Transactions was $ 219.71 per share as a result of dividends declared since the Notes were issued.

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

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.

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.

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.

5 unchanged sentences

Segment Information

Cracker Barrel stores represent a single, integrated operation with two related and substantially integrated product lines.

The operating expenses of the restaurant and retail product lines of a Cracker Barrel store are shared and are indistinguishable in many respects.

Accordingly, the Company currently manages its business on the basis of one reportable operating segment.

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.

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

Quarter Ended

Total revenue

Restaurant cost of goods sold (exclusive of depreciation and rent)

Retail cost of goods sold (exclusive of depreciation and rent)

Labor and other related expenses

Other store operating expenses (a)

Advertising expense

Store-level supplies expense

Store-level maintenance expense

Store-level utilities expense

General and administrative expenses

Other segment items (b)

Interest expense, net

Income (loss) before income taxes

Income tax benefit

Segment profit (loss) and consolidated net income (loss)

(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.

Revenue Recognition

5 unchanged sentences

Quarter Ended

Nine Months Ended

Total revenue

15 unchanged sentences

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 nine months ended May 02, 2025, gift card breakage was $ 1,357 and $ 10,909 , respectively.

For the quarter and nine months ended April 26, 2024, gift card breakage was $ 292 and $ 8,898 , respectively.

Deferred revenue related to the Company’s gift cards was $ 85,820 and $ 84,854 , respectively, at May 02, 2025 and August 02, 2024 and is included in other current liabilities on the Condensed Consolidated Balance Sheets.

Revenue recognized in the Condensed Consolidated Statements of Income for the nine months ended May 02, 2025 and April 26, 2024 for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $ 30,047 and $ 31,731 , respectively.

For the quarter ended October 31, 2025, gift card breakage was $ 7,851 .

For the quarter ended November 01, 2024, gift card breakage was $ 9,189 .

Deferred revenue related to the Company’s gift cards was $ 70,683 and $ 82,452 , respectively, at October 31, 2025 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 months ended October 31, 2025 and November 01, 2024 for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $ 14,091 and $ 14,358 , respectively.

Loyalty Program

7 unchanged sentences

Revenue is recognized for these performance obligations upon redemption of pegs or rewards earned by the customer.

As of May 02, 2025 and August 02, 2024, deferred revenue related to the loyalty program was $ 4,311 and $ 1,544 , respectively, and is included in other current liabilities on the Condensed Consolidated Balance Sheets.

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.

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.

13 unchanged sentences

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company has entered into real estate leases for two MSBC locations that are not recorded as right-of-use assets or lease liabilities as we have not yet taken possession.

These leases are expected to commence in 2026 with undiscounted future payments of $ 2,493 .

The Company has elected not to separate lease and non-lease components.

4 unchanged sentences

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

Quarter Ended

Nine Months Ended

Operating lease cost

4 unchanged sentences

Quarter Ended

Nine Months Ended

Operating cash flow information:

2 unchanged sentences

Right-of-use assets obtained in exchange for new operating lease liabilities

Lease modifications or reassessments increasing (decreasing) right-of-use assets

Lease modifications or reassessments increasing right-of-use assets

Lease modifications removing right-of-use assets

Right-of-use asset impairment*

*Included in the Impairment line on the Condensed Consolidated Statement of Cash Flows.

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

April 26, 2024

October 31, 2025

November 01, 2024

Weighted-average remaining lease term

Weighted-average discount rate

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of May 02, 2025:

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of October 31, 2025:

Remainder of 2026

16 unchanged sentences

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 Company’s convertible senior notes and related warrants are calculated using the net share settlement option under the if converted method.

Because the principal amount of the convertible senior notes will be settled in cash with any excess conversion value settled in cash or shares of common stock, the convertible senior 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 did not exceed the conversion price of $ 156.93 as of May 02, 2025.

Warrants were excluded from the computation of diluted consolidated net income (loss) per share since the warrants’ strike price of $ 219.71 was greater than the average market price of the Company’s common stock during the period.

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 did not exceed the conversion prices of $ 155.38 and $ 158.64 , respectively, as of October 31, 2025 and November 01, 2024.

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 did not exceed the conversion price of $ 72.23 as of October 31, 2025.

Warrants were excluded from the computation of diluted consolidated net income (loss) per share since the warrants’ strike prices of $ 217.53 and $ 222.10 , respectively, were greater than the average market price of the Company’s common stock during the period as of October 31, 2025 and November 01, 2024.

See Note 4 for additional information regarding the Company’s convertible senior notes.

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Quarter Ended

Nine Months Ended

Net income (loss) per share numerator

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Related to its insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit guarantees to certain insurers.

As of May 02, 2025, the Company had $ 34,004 of standby letters of credit related to securing reserved claims under workers’ compensation insurance and certain sale and leaseback transactions.

As of October 31, 2025, 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.

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 31, 2025, 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 31, 2025.

The maximum aggregate potential future payments under the guarantees are estimated to be approximately $ 1,663 .

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 May 02, 2025.

Subsequent Event

On May 16, 2025, the Company entered into a five-year $ 800,000 credit facility (the “2025 Credit Facility”).

The 2025 Credit Facility replaced the 2022 Revolving Credit Facility and is not reflected in the accompanying financial statements.

The 2025 Credit Facility consists of a $ 550,000 revolving credit facility, which includes a $ 25,000 swingline subfacility and a $ 75,000 letter of credit subfacility, and a $ 250,000 delayed draw term loan facility (the “Delayed Draw Term Loan Facility”).

The Delayed Draw Term Loan Facility may be borrowed until the expiration date of June 15, 2026.

The Delayed Draw Term Loan Facility was unfunded as of the close date of the 2025 Credit Facility.

The 2025 Credit Facility also contains an option to increase the 2025 Credit Facility by $ 200,000 .

The proceeds of the 2025 Credit Facility will be used to refinance all indebtedness under the 2022 Revolving Credit Facility, for ongoing working capital and for other general corporate purposes of the Company.

The outstanding borrowings under the 2025 Credit Facility bear interest, at the Company’s 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.

The 2025 Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio.

The 2025 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 Credit Facility, provided there is no default existing and the total of the Company’s availability under the 2025 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 senior secured 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 the Company’s consolidated total leverage ratio is greater than 3.50 to 1.00 at the time the dividend or repurchase is made;

At any time that any Delayed Draw Term Loan Facility or commitments thereunder are outstanding, then the aggregate amount of cash dividends or repurchases of shares of the Company’s stock shall not exceed $ 100,000 during any consecutive twelve-month period.

The maturity date of the 2025 Credit Facility, if not extended in accordance with the terms in the 2025 Credit Facility is May 16, 2030.

However, the 2025 Credit Facility is subject to maturity as of March 16, 2026 if Cash Availability as of such date is less than (i) $ 125 million plus (ii) the amount that would be required to repay all outstanding principal and interest under the Notes in full as of such date.

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-Q

Item 1. Financial Statements