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Our management, with the participation of our principal executive and financial officers, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this report.
−Removed: Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that, as of August 01, 2025, our disclosure controls and procedures were effective.
−Removed: There have been no changes (including corrective actions with regard to material weaknesses) during the quarter ended August 01, 2025 in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that, as of July 31, 2026, our disclosure controls and procedures were effective.
+Added: There have been no changes (including corrective actions with regard to material weaknesses) during the quarter ended July 31, 2026 in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
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This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion based on this evaluation.
−Removed: We have concluded that our internal control over financial reporting was effective as of August 01, 2025, based on these criteria.
+Added: We have concluded that our internal control over financial reporting was effective as of July 31, 2026, based on these criteria.
In addition, Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which is included herein.
−Removed: /s/Julie Masino
+Added: /s/David Deno
President and Chief Executive Officer
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We have audited the internal control over financial reporting of Cracker Barrel Old Country Store, Inc.
−Removed: and subsidiaries (the “Company”) as of August 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended August 1, 2025 of the Company and our report dated September 26, 2025 expressed an unqualified opinion on those financial statements.
+Added: and subsidiaries (the “Company”) as of July 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended July 31, 2026 of the Company and our report dated September 25, 2026 expressed an unqualified opinion on those financial statements.
Basis for Opinion
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OTHER INFORMATION
−Removed: During the fiscal quarter ended August 01, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
−Removed: On September 24, 2025, Laura Daily provided notice to the Company of her intention to retire from her position as the Company’s Senior Vice President, Chief Merchant and Retail Supply Chain, as contemplated under the terms of her Consulting Agreement with the Company.
−Removed: Pursuant to the terms of such Consulting Agreement, the Company determined that Ms.
−Removed: Daily’s retirement will be effective October 1, 2025, and no further services will be required.
−Removed: Daily will thus receive the previously disclosed benefits under the Consulting Agreement associated with her retirement.
+Added: During the fiscal quarter ended July 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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and Equiniti Trust Company, LLC, which includes the Articles of Amendment to the Amended and Restated Charter as Exhibit A, the form of Right Certificate as Exhibit B, and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on February 27, 2024)
−Removed: Indenture, as of June 18, 2021, between Cracker Barrel Old Country Store, Inc., as issuer, and U.S.
−Removed: Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021)
−Removed: Form of 0.625% Convertible Senior Note due 2026 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021)
Indenture, dated as of June 13, 2025, by and between Cracker Barrel Old Country Store, Inc., and U.S.
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Cracker Barrel Old Country Store, Inc.
−Removed: 2020 Omnibus Stock and Incentive Plan † (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on November 23, 2020)
+Added: 2020 Omnibus Stock and Incentive Plan (as amended) † (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on November 24, 2025)
Cracker Barrel Old Country Store, Inc.
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Form of Convertible Note Hedge Transactions Confirmation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021)
−Removed: Form of Warrant Transactions Confirmation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021)
Employment Agreement dated as July 17, 2023, between the Company and Julie Masino † *(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023)
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Cracker Barrel Old Country Store, Inc.
−Removed: Form of Stock Option † (filed herewith)
+Added: Form of Stock Option † (incorporated by reference to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 26, 2025)
+Added: Employment Agreement dated as July 26, 2026, between the Company and David Deno † (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 27, 2026)
+Added: Transition Agreement dated as July 26, 2026, between the Company and Julie Masino † (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 27, 2026)
+Added: Separation Agreement dated as of May 1, 2026 between Richard Wolfson and Cracker Barrel Old Country Store, Inc.
+Added: † (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on June 9, 2026)
+Added: Retention and Severance Agreement dated as of June 29, 2026 between Douglas Hisel and Cracker Barrel Old Country Store, Inc.
+Added: † (filed herewith)
Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 27, 2024) (Commission File No.
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CRACKER BARREL OLD COUNTRY STORE, INC.
−Removed: /s/Julie Masino
+Added: /s/David Deno
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities on this 25 th day of September, 2026.
−Removed: /s/Julie Masino
+Added: /s/David Deno
President, Chief Executive Officer and Director
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Steve Bramlage, Jr.
−Removed: /s/Gilbert Dávila
−Removed: Gilbert Dávila
/s/John Garratt
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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.