What changed in this filing

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Item 1. Financial Statements

2026-06-09 compared with 2026-03-04 · 79 added, 69 removed, 372 unchanged (28% of the section changed)

18 unchanged sentences

Current portion of long-term debt

Taxes withheld and accrued

Accrued employee compensation

Other current liabilities

9 unchanged sentences

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

22,351,460 shares issued and outstanding at May 01, 2026, and 22,267,724 shares issued and outstanding at August 01, 2025

Additional paid-in capital

5 unchanged sentences

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share data)

Quarter Ended

Six Months Ended

Nine Months Ended

Total revenue

5 unchanged sentences

Operating income (loss)

Other income:

Litigation settlement income

Interest expense, net

Income (loss) before income taxes

Income before income taxes

Provision for income taxes (income tax benefit)

Net income (loss)

Net income (loss) per share:

Net income per share:

Weighted average shares:

17 unchanged sentences

Balances at January 30, 2026

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 May 01, 2026

Shareholders’

12 unchanged sentences

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, net of shares withheld for employee taxes

Balances at May 02, 2025

See Notes to unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

(Unaudited and in thousands)

Six Months Ended

Nine Months Ended

Cash flows from operating activities:

Net income (loss)

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

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

Depreciation and amortization

10 unchanged sentences

Other long-term assets and liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities:

8 unchanged sentences

Dividends on common stock

Net cash provided by (used in) financing activities

Net cash used in financing activities

Net decrease in cash and cash equivalents

33 unchanged sentences

Fair Value Measurements

The Company’s assets measured at fair value on a recurring basis at January 30, 2026 were as follows:

The Company’s assets measured at fair value on a recurring basis at May 01, 2026 were as follows:

Total Fair

11 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 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 did no t have any liabilities measured at fair value on a recurring basis at May 01, 2026 or 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.

The Company did not have any outstanding borrowings under its variable rate debt under the 2025 Revolving Credit Facility at May 01, 2026 or August 01, 2025.

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”).

1 unchanged sentence

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.

The estimated fair value of the 2026 Notes was $ 148,688 and $ 144,075 as of May 01, 2026 and August 01, 2025, respectively.

The estimated fair value of the 2030 Notes was $ 280,150 and $ 374,246 as of May 01, 2026 and August 01, 2025, respectively.

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

January 30, 2026

August 01, 2025

4 unchanged sentences

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.

On May 01, 2026 and August 01, 2025, the Company had no borrowings under the 2025 Revolving Credit Facility.

As of May 01, 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 11 for more information on the Company’s standby letters of credit).

As of May 01, 2026, the Company had $ 541,297 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 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.

At May 01, 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.

12 unchanged sentences

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.

As of May 01, 2026, the conversion rate, as adjusted, was 6.5367 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.

3 unchanged sentences

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 Company did not elect the option to require net cash settlement for the 2026 Notes prior to the applicable election deadline.

As of May 01, 2026, the Company’s common stock price did not exceed the conversion price of the 2026 Notes.

Accordingly, the Company expects the 2026 Notes to be settled solely in cash at maturity plus accrued interest.

As of May 01, 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

6 unchanged sentences

Quarter Ended

Six Months Ended

Nine Months Ended

Coupon interest

11 unchanged sentences

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.

On May 01, 2026, the conversion rate was 13.8455 shares of the Company’s common stock per $ 1,000 principal amount of the 2030 Notes.

1 unchanged sentence

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.

The holders of the 2030 Notes were not eligible to convert their 2030 Notes during the first nine months of 2026 or during 2025.

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.

Accordingly, as of May 01, 2026, the Company was not required to settle the 2030 Notes and, therefore, the 2030 Notes are classified as long-term debt.

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

4 unchanged sentences

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:

The following is a summary of interest expense for the 2030 Notes for the quarter and first nine months ended May 01, 2026:

Quarter Ended

Six Months Ended

Nine Months Ended

Coupon interest

8 unchanged sentences

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 of May 01, 2026, the strike price, as adjusted, of the Warrant Transactions was $ 214.18 per share as a result of dividends declared since the 2026 Notes were issued.

As of May 01, 2026, the market price of the Company’s common stock did not exceed the conversion price of the 2026 Notes or the strike price of the Warrant Transactions.

As a result, the Convertible Note Hedge Transactions and Warrant Transactions were not economically exercisable, and no cash settlement, share settlement, or dilution had occurred as of May 01, 2026.

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.

19 unchanged sentences

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 uses consolidated net income to evaluate performance and as a basis for allocating resources.

The CODM uses consolidated net income 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):

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

Quarter Ended

Six Months Ended

Nine Months Ended

Total revenue

9 unchanged sentences

Other segment items (b)

Litigation settlement income

Interest expense, net

Income (loss) before income taxes

Income before income taxes

Provision for income taxes (income tax benefit)

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

Segment profit and consolidated net income

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

7 unchanged sentences

Quarter Ended

Six Months 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 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.

For the quarter and nine months ended May 01, 2026, gift card breakage was $ 1,173 and $ 9,290 , respectively.

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

Deferred revenue related to the Company’s gift cards was $ 83,611 and $ 82,452 , respectively, at May 01, 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 nine months ended May 01, 2026 and May 02, 2025 for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $ 28,710 and $ 30,047 , 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 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.

As of May 01, 2026 and August 01, 2025, deferred revenue related to the loyalty program was $ 10,040 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.

25 unchanged sentences

Quarter Ended

Six Months 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

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

Weighted-average discount rate

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of January 30, 2026:

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of May 01, 2026:

Remainder of 2026

10 unchanged sentences

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 .

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.

Litigation Settlement

In March 2026, the Company received $ 47,422 , net of legal fees, pursuant to a settlement agreement resolving interchange fee litigation.

This amount is recorded in the litigation settlement income line on the Consolidated Statement of Income.

Net Income Per Share and Weighted Average Shares

Basic consolidated net income per share is computed by dividing consolidated net income 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.

4 unchanged sentences

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.

Accordingly, the 2026 Notes have been excluded from the computation of diluted consolidated net income per share because the average market price of the Company’s common stock during the reporting periods did not exceed the conversion prices of $ 152.98 and $ 156.93 , respectively, as of May 01, 2026 and May 02, 2025.

Similarly, the 2030 Notes have been excluded from the computation of diluted consolidated net income 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 May 01, 2026.

Warrants were excluded from the computation of diluted consolidated net income per share since the warrants’ strike prices of $ 214.18 and $ 219.71 , respectively, were greater than the average market price of the Company’s common stock during the reporting periods as of May 01, 2026 and May 02, 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:

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

Quarter Ended

Six Months Ended

Net income (loss) per share numerator

Net income (loss) per share denominator:

Nine Months Ended

Net income per share numerator

Net income per share denominator:

Basic weighted average shares

6 unchanged sentences

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.

As of May 01, 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.

3 unchanged sentences

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.

As of May 01, 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 May 01, 2026.

The maximum aggregate potential future payments under the guarantees are estimated to be approximately $ 2,110 .

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.

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.

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