CRACKER BARREL OLD COUNTRY STORE, INC 10-Q

ITEM 1. Financial Statements (Unaudited) CRACKER BARREL OLD COUNTRY STORE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 30, ​ August 01, ​ ​ ​ 2026 ​ ​ 2025* ​ ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 8,571 ​ $ 39,643 ​ Accounts receivable ​ 35,353 ​ 35,070 ​ Income taxes receivable ​ 14,244 ​ 12,820 ​ Inventories ​ 180,342 ​ 180,585 ​ Prepaid expenses and other current assets ​ 45,233 ​ 44,994 ​ Total current assets ​ 283,743 ​ 313,112 ​ Property and equipment ​ 2,536,564 ​ 2,520,468 ​ Less: Accumulated depreciation and amortization ​ 1,575,104 ​ 1,553,492 ​ Property and equipment – net ​ 961,460 ​ 966,976 ​ Operating lease right-of-use assets, net ​ 780,952 ​ 806,084 ​ Intangible assets ​ 24,325 ​ 24,350 ​ Other assets ​ 53,332 ​ 51,362 ​ Total assets ​ $ 2,103,812 ​ $ 2,161,884 ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ ​ ​ Accounts payable ​ $ 126,250 ​ $ 169,848 ​ Current portion of long-term debt ​ 149,625 ​ 149,178 ​ Taxes withheld and accrued ​ 29,985 ​ 42,532 ​ Accrued employee compensation ​ 48,355 ​ 66,069 ​ Other current liabilities ​ 226,794 ​ 197,976 ​ Total current liabilities ​ 581,009 ​ 625,603 ​ Long-term debt ​ 381,839 ​ 335,457 ​ Long-term operating lease liabilities ​ 618,610 ​ 644,026 ​ 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; 22,350,789 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 ​ 9,219 ​ 10,515 ​ Retained earnings ​ 416,384 ​ 450,951 ​ Total shareholders’ equity ​ 425,827 ​ 461,689 ​ Total liabilities and shareholders’ equity ​ $ 2,103,812 ​ $ 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. ​ ​ 3 Table of Contents CRACKER BARREL OLD COUNTRY STORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (In thousands, except share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ ​ Six Months Ended ​ ​ ​ January 30, ​ January 31, ​ January 30, ​ January 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue ​ $ 874,817 ​ $ 949,439 ​ $ 1,672,005 ​ $ 1,794,528 ​ Cost of goods sold (exclusive of depreciation and rent) ​ 292,660 ​ 309,832 ​ ​ 541,065 ​ 568,733 ​ Labor and other related expenses ​ 315,725 ​ 326,336 ​ ​ 617,027 ​ 633,561 ​ Other store operating expenses ​ 217,503 ​ 220,025 ​ ​ 446,348 ​ 431,573 ​ General and administrative expenses ​ 48,048 ​ 61,672 ​ ​ 96,008 ​ 121,316 ​ Impairment and store closing costs ​ 418 ​ 2,451 ​ ​ 3,891 ​ 3,151 ​ Operating income (loss) ​ 463 ​ 29,123 ​ ​ ( 32,334 ) ​ 36,194 ​ Interest expense, net ​ 4,033 ​ 4,978 ​ ​ 7,757 ​ 10,800 ​ Income (loss) before income taxes ​ ( 3,570 ) ​ 24,145 ​ ​ ( 40,091 ) ​ 25,394 ​ Provision for income taxes (income tax benefit) ​ ( 4,852 ) ​ 1,938 ​ ​ ( 16,751 ) ​ ( 1,657 ) ​ Net income (loss) ​ $ 1,282 ​ $ 22,207 ​ $ ( 23,340 ) ​ $ 27,051 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.06 ​ $ 1.00 ​ $ ( 1.05 ) ​ $ 1.22 ​ Diluted ​ $ 0.06 ​ $ 0.99 ​ $ ( 1.05 ) ​ $ 1.21 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 22,345,041 ​ 22,258,289 ​ 22,317,016 ​ 22,238,013 ​ Diluted ​ 22,461,839 ​ 22,456,421 ​ 22,317,016 ​ 22,423,335 ​ ​ See Notes to unaudited Condensed Consolidated Financial Statements. ​ 4 Table of Contents 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. ​ ​ ​ ​ ​ ​ 5 Table of Contents ​ CRACKER BARREL OLD COUNTRY STORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited and in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ January 30, ​ January 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 23,340 ) ​ $ 27,051 ​ Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 60,722 ​ ​ 59,388 ​ Amortization of debt issuance costs ​ 1,329 ​ 884 ​ Loss on disposition of property and equipment ​ 4,239 ​ 4,246 ​ Impairment ​ 418 ​ 2,863 ​ Share-based compensation ​ 639 ​ 6,505 ​ Noncash lease expense ​ 30,498 ​ 30,436 ​ Amortization of asset recognized from gain on sale and leaseback transactions ​ ​ 6,368 ​ ​ 6,368 ​ Changes in assets and liabilities: ​ ​ ​ ​ ​ Inventories ​ 243 ​ 7,970 ​ Other current assets ​ ( 1,946 ) ​ ​ ( 11,451 ) ​ Accounts payable ​ ( 43,598 ) ​ ( 19,127 ) ​ Other current liabilities ​ ( 1,214 ) ​ 19,152 ​ Long-term operating lease liabilities ​ ( 36,114 ) ​ ( 35,668 ) ​ Other long-term assets and liabilities ​ ( 413 ) ​ ( 4,924 ) ​ Net cash provided by (used in) operating activities ​ ( 2,169 ) ​ 93,693 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ Purchase of property and equipment ​ ( 62,275 ) ​ ( 77,071 ) ​ Proceeds from insurance recoveries of property and equipment ​ 1,528 ​ 85 ​ Proceeds from sale of property and equipment ​ 234 ​ 894 ​ Net cash used in investing activities ​ ( 60,513 ) ​ ( 76,092 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ Proceeds from issuance of long-term debt ​ 198,000 ​ 199,500 ​ Principal payments under long-term debt ​ ( 152,500 ) ​ ​ ( 205,500 ) ​ Taxes withheld from issuance of share-based compensation awards ​ ( 1,934 ) ​ ( 1,379 ) ​ Dividends on common stock ​ ( 11,956 ) ​ ( 11,911 ) ​ Net cash provided by (used in) financing activities ​ 31,610 ​ ( 19,290 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents ​ ( 31,072 ) ​ ( 1,689 ) ​ Cash and cash equivalents, beginning of period ​ 39,643 ​ 12,035 ​ Cash and cash equivalents, end of period ​ $ 8,571 ​ $ 10,346 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ Cash paid during the period for: ​ ​ ​ ​ ​ Interest, net of amounts capitalized ​ $ 2,913 ​ $ 9,494 ​ Income taxes, net of refunds ​ $ ( 16,934 ) ​ $ 5,670 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental schedule of non-cash investing and financing activities*: ​ ​ ​ ​ ​ Capital expenditures accrued in accounts payable ​ $ 1,946 ​ $ 4,195 ​ Dividends declared but not yet paid ​ $ 6,383 ​ $ 6,935 ​ ​ * See Note 8 for additional supplemental disclosures related to leases. See Notes to unaudited Condensed Consolidated Financial Statements. ​ ​ 6 Table of Contents ​ ​ ​ 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. 7 Table of Contents 2. Fair Value Measurements The Company’s assets measured at fair value on a recurring basis at January 30, 2026 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​Total Fair ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Value Cash equivalents* ​ $ 1 ​ $ — ​ $ — ​ $ 1 Total ​ $ 1 ​ $ — ​ $ — ​ $ 1 Deferred compensation plan assets** ​ ​ ​ ​ ​ ​ ​ ​ 24,655 Total assets at fair value ​ ​ ​ ​ ​ ​ ​ ​ $ 24,656 ​ 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 no t have any liabilities measured at fair value on a recurring basis at January 30, 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 January 30, 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 $ 146,813 and $ 144,075 as of January 30, 2026 and August 01, 2025, respectively. The estimated fair value of the 2030 Notes was $ 277,401 and $ 374,246 as of January 30, 2026 and August 01, 2025, respectively. 3. Inventories Inventories were comprised of the following as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 30, 2026 ​ ​ ​ August 01, 2025 Retail ​ $ 132,868 ​ $ 135,631 Restaurant ​ 28,405 ​ 25,482 Supplies ​ 19,069 ​ 19,472 Total ​ $ 180,342 ​ $ 180,585 4. 5. 8 Table of Contents 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 2025 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 $ 45,500 on January 30, 2026. As of January 30, 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 January 30, 2026, the Company had $ 495,797 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 January 30, 2026, the weighted average interest rate on the Company’s outstanding borrowings on the 2025 Revolving Credit Facility was 6.18 % . The 2025 Revolving Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated 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 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 . 9 Table of Contents 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 January 30, 2026, the conversion rate, as adjusted, was 6.4811 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 January 30, 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 10 Table of Contents (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 ​ ​ ​ January 30, ​ January 31, ​ January 30, ​ January 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ Coupon interest ​ $ 234 ​ $ 474 ​ $ 469 ​ $ 948 ​ Amortization of issuance costs ​ 224 ​ 443 ​ 447 ​ 884 ​ Total interest expense ​ $ 458 ​ $ 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 January 30, 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. 11 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 30, 2026 ​ ​ ​ August 01, 2025 Liability component ​ ​ ​ ​ ​ ​ Principal ​ $ 345,000 ​ $ 345,000 Less: Debt issuance costs ​ 8,661 ​ 9,543 Net carrying amount ​ $ 336,339 ​ $ 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 quarter and first six months ended January 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ Six Months Ended ​ ​ January 30, ​ January 30, ​ ​ ​ ​ 2026 ​ 2026 Coupon interest ​ $ 1,510 ​ $ 3,019 Amortization of issuance costs ​ 442 ​ 882 Total interest expense ​ $ 1,952 ​ $ 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”). 12 Table of Contents 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. 13 Table of Contents 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 ​ ​ ​ Six Months Ended ​ ​ January 30, ​ January 31, ​ January 30, ​ January 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 Total revenue ​ $ 874,817 ​ $ 949,439 ​ $ 1,672,005 ​ $ 1,794,528 Restaurant cost of goods sold (exclusive of depreciation and rent) ​ 190,209 ​ 203,570 ​ ​ 363,317 ​ 381,977 Retail cost of goods sold (exclusive of depreciation and rent) ​ ​ 102,451 ​ ​ 106,262 ​ ​ 177,748 ​ ​ 186,756 Labor and other related expenses ​ 315,725 ​ 326,336 ​ ​ 617,027 ​ 633,561 Other store operating expenses (a) ​ ​ 96,435 ​ ​ 101,014 ​ ​ 196,875 ​ ​ 198,679 Advertising expense ​ ​ 31,814 ​ ​ 31,068 ​ ​ 65,483 ​ ​ 57,615 Store-level supplies expense ​ ​ 29,460 ​ ​ 32,324 ​ ​ 59,731 ​ ​ 63,980 Store-level maintenance expense ​ ​ 33,495 ​ ​ 31,150 ​ ​ 71,126 ​ ​ 61,797 Store-level utilities expense ​ ​ 26,299 ​ ​ 24,469 ​ ​ 53,133 ​ ​ 49,502 General and administrative expenses ​ 48,048 ​ 61,672 ​ ​ 96,008 ​ 121,316 Other segment items (b) ​ 418 ​ 2,451 ​ ​ 3,891 ​ 3,151 Interest expense, net ​ 4,033 ​ 4,978 ​ ​ 7,757 ​ 10,800 Income (loss) before income taxes ​ ( 3,570 ) ​ 24,145 ​ ​ ( 40,091 ) ​ 25,394 Provision for income taxes (income tax benefit) ​ ( 4,852 ) ​ 1,938 ​ ​ ( 16,751 ) ​ ( 1,657 ) Segment profit (loss) and consolidated net income (loss) ​ $ 1,282 ​ $ 22,207 ​ $ ( 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 ​ ​ January 30, ​ January 31, ​ January 30, ​ January 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restaurant ​ $ 694,333 ​ $ 750,478 ​ $ 1,344,926 ​ $ 1,433,749 Retail ​ 180,484 ​ 198,961 ​ ​ 327,079 ​ 360,779 Total revenue ​ $ 874,817 ​ $ 949,439 ​ $ 1,672,005 ​ $ 1,794,528 14 Table of Contents ​ 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. 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 January 30, 2026, gift card breakage was $ 266 and $ 8,118 , respectively. For the quarter and six months ended January 31, 2025, gift card breakage was $ 363 and $ 9,552 , respectively. Deferred revenue related to the Company’s gift cards was $ 96,138 and $ 82,452 , respectively, at January 30, 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 six months ended January 30, 2026 and January 31, 2025 for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $ 22,714 and $ 23,865 , 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. 15 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 30, ​ January 31, ​ January 30, ​ January 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ Operating lease cost ​ $ 27,436 ​ $ 28,139 ​ $ 55,137 ​ $ 55,803 ​ Short term lease cost ​ 2,034 ​ 1,736 ​ ​ 2,267 ​ 2,256 ​ Variable lease cost ​ 1,242 ​ 865 ​ ​ 2,451 ​ 1,826 ​ Total lease cost ​ $ 30,712 ​ $ 30,740 ​ $ 59,855 ​ $ 59,885 ​ ​ 16 Table of Contents 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 ​ ​ ​ January 30, ​ January 31, ​ January 30, ​ January 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ Operating cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities ​ $ 24,443 ​ $ 24,557 ​ $ 48,964 ​ $ 49,013 ​ Noncash information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for new operating lease liabilities ​ $ 812 ​ $ 437 ​ $ 2,772 ​ $ 2,080 ​ Lease modifications or reassessments increasing (decreasing) right-of-use assets ​ $ ( 644 ) ​ $ 1,257 ​ $ 13,853 ​ $ 13,214 ​ Lease modifications removing right-of-use assets ​ $ ( 724 ) ​ $ ( 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 30, 2026 ​ ​ ​ ​ January 31, 2025 ​ ​ ​ ​ ​ ​ Weighted-average remaining lease term ​ 14.78 Years ​ ​ 15.41 Years ​ ​ Weighted-average discount rate 5.44 % ​ 5.42 % ​ The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of January 30, 2026: ​ ​ ​ ​ ​ Year ​ ​ ​ Total Remainder of 2026 ​ $ 48,171 2027 ​ 79,205 2028 ​ 70,628 2029 ​ 65,764 2030 ​ 58,708 Thereafter ​ 681,589 Total future minimum lease payments ​ 1,004,065 Less imputed remaining interest ​ ( 329,110 ) Total present value of operating lease liabilities ​ $ 674,955 ​ 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 . 17 Table of Contents 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 periods did not exceed the conversion prices of $ 154.29 and $ 157.95 , respectively, as of January 30, 2026 and January 31, 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 periods did not exceed the conversion price of $ 72.23 as of January 30, 2026. Warrants were excluded from the computation of diluted consolidated net income (loss) per share since the warrants’ strike prices of $ 216.01 and $ 221.13 , respectively, were greater than the average market price of the Company’s common stock during the reporting periods as of January 30, 2026 and January 31, 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 ​ ​ ​ January 30, ​ January 31, ​ January 30, ​ January 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ Net income (loss) per share numerator ​ $ 1,282 ​ $ 22,207 ​ $ ( 23,340 ) ​ $ 27,051 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average shares ​ 22,345,041 ​ 22,258,289 ​ 22,317,016 ​ 22,238,013 ​ Add potential dilution: ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonvested stock awards and units and stock options ​ 116,798 ​ 198,132 ​ — ​ 185,322 ​ Diluted weighted average shares ​ 22,461,839 ​ 22,456,421 ​ 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 January 30, 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. 18 Table of Contents 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 January 30, 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 January 30, 2026. The maximum aggregate potential future payments under the guarantees are estimated to be approximately $ 2,197 . 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 January 30, 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. ​ ​ ​ 19 Table of Contents