Form 8-K

8-K — CRACKER BARREL OLD COUNTRY STORE, INC

Accession: 0001104659-26-109812

Filed: 2026-09-23

Period: 2026-09-23

CIK: 0001067294

SIC: 5812 (RETAIL-EATING PLACES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2625926d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2625926d1_ex99-1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2625926d1_8k.htm · Sequence: 1

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0001067294

2026-09-23

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION

13 OR 15(d)

OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (date of earliest event

reported): September 23, 2026

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact Name of Registrant as Specified in its

Charter)

Tennessee

001-25225

62-0812904

(State or

Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS

Employer

Identification No.)

305 Hartmann Drive, Lebanon, Tennessee 37087

(Address of Principal Executive Offices) (Zip

code)

(615) 444-5533

(Registrant’s Telephone Number, Including

Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock (Par Value $0.01)

Rights to Purchase Series A Junior Participating

Preferred Stock (Par Value $0.01)

CBRL

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On September 23, 2026, Cracker

Barrel Old Country Store, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the

Company’s fiscal 2026 fourth quarter results of operations and projected outlook of certain items for fiscal year 2027. A copy of

the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

99.1

Press Release issued by Cracker Barrel Old Country Store, Inc. dated September 23, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto

duly authorized.

Date: September 23, 2026

CRACKER BARREL OLD COUNTRY STORE, INC.

By:

/s/ Jennifer Lankford

Name:

Jennifer Lankford

Title:

Senior Vice President, General Counsel and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625926d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Investor Contact:

Adam Hanan

(615) 443-9887

Media Contact:

Heidi Pearce

(615) 235-4135

CRACKER BARREL REPORTS FOURTH QUARTER AND FULL

YEAR FISCAL 2026 RESULTS AND PROVIDES FISCAL 2027 OUTLOOK

Performance Underscores Continued Improvement

in Key Operating & Financial Metrics

LEBANON, Tenn. – September

23, 2026 – Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL)

today reported its financial results for the fourth quarter of fiscal 2026 ended July 31, 2026.

Cracker Barrel President and Chief Executive Officer

David Deno said, “I’m honored to lead such a differentiated and iconic brand. The Company is focused on the right areas and

has a strong plan, as demonstrated by the continued improvements in the underlying traffic trend, key guest metrics, and EBITDA results.

I am excited about the opportunity ahead and confident that our strategic priorities around food, experience, and people will sustain

this momentum and drive long-term value creation.”

Fourth Quarter Fiscal 2026 Highlights

The financial results presented below

reflect consolidated operations, including Maple Street Biscuit Company’s (“MSBC”) results up to the divestiture of

MSBC that occurred on July 20, 2026.

· Total revenue was $849.3 million. Compared to the prior

year quarter, total revenue decreased 2.2%.

o Compared to the prior year quarter, comparable store restaurant sales decreased

2.1%, and comparable store retail sales increased 0.7%.

· As previously disclosed, during the fourth quarter, the Company completed a sale-leaseback

transaction, divested MSBC, and announced that David Deno was appointed to serve as Chief Executive Officer, effective August 10, 2026.

· GAAP earnings per diluted

share were $0.54, and adjusted1 earnings per diluted share were $0.99. (See non-GAAP reconciliation table below.)

· GAAP net income was $12.2

million compared to prior year quarter GAAP net income of $6.8 million.

· Adjusted EBITDA1

was $62.1 million and includes a benefit of approximately $9.1 million related to tariff refunds, net of investments, compared to prior

year quarter adjusted EBITDA1 of $55.7 million. (See non-GAAP reconciliation table below.)

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Page 2

Fourth Quarter Ended

Twelve Months Ended

(In thousands, except per share amounts)

7/31/26

8/1/25

7/31/26

8/1/25

Revenue

$ 849,342

$ 868,009

$ 3,318,714

$ 3,483,684

GAAP net income

$ 12,204

$ 6,754

$ 31,675

$ 46,379

Adjusted net income1

$ 22,359

$ 16,702

$ 18,043

$ 70,912

Adjusted EBITDA1

$ 62,054

$ 55,713

$ 147,714

$ 224,264

GAAP earnings per share – diluted

$ 0.54

$ 0.30

$ 1.40

$ 2.06

Adjusted1 earnings per share – diluted

$ 0.99

$ 0.74

$ 0.80

$ 3.16

Balance Sheet & Capital Allocation

· The Company ended fiscal 2026 with total debt of $337.2 million, comprised of its

1.75% Convertible Senior Notes due 2030, with no outstanding borrowings on its credit facility, compared to total debt of $484.6 million

at the end of fiscal 2025.

· The Company ended the fourth quarter with a consolidated total leverage ratio3

of 1.7x and a consolidated senior leverage ratio3 of 0.0x. At the end of the fourth quarter, the Company had approximately

$541.3 million in available capacity3 under its credit facility.

· During the fourth quarter, the Company repaid $150 million of short-term debt related

to its 0.625% Convertible Senior Notes when they matured in June 2026.

· During the fourth quarter, the Company completed a sale-leaseback transaction for

26 Company-owned Cracker Barrel store locations, generating net proceeds of approximately $77 million that were deployed towards debt

reduction. The tax-efficient transaction enabled the Company to utilize capital loss carryforwards that otherwise would have expired.

· The Company announced that its Board of Directors declared a quarterly dividend

of $0.25 per share of the Company’s common stock. The quarterly dividend is payable on November 12, 2026 to shareholders of record

as of October 16, 2026.

Fiscal 2027 Outlook

The Company provided the following outlook

for fiscal 2027:

· Total revenue of $3.325 billion to $3.4 billion including comparable store restaurant

sales growth of 3% to 5% and no new store openings

· Adjusted EBITDA1 of $180 million to $200 million2

· Commodity inflation of approximately 3.0%

· Hourly wage inflation of 2.5% to 3.0%

· Capital expenditures of $110 million to $125 million

1 EBITDA, adjusted

net income, adjusted EBITDA, and adjusted earnings per diluted share are non-GAAP financial measures. For definitions of these non-GAAP

measures and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, please refer to the Reconciliation

of GAAP-Basis Operating Results to Non-GAAP Operating Results section of this release. For purposes of calculating debt covenant leverage

ratios presented in this release, adjusted EBITDA is calculated as defined under our revolving credit facility.

2 The Company has determined

to provide guidance focused on adjusted EBITDA1 because the Company believes it will be more useful to investors to evaluate

the Company’s performance prior to the impact of depreciation, taxes, impairment charges, and other items that management believes

are not reflective of the Company’s current operations. The Company is not able to reconcile the forward-looking estimate of adjusted

EBITDA1 set forth above to a forward-looking estimate of net income, the most directly comparable estimated measure calculated

in accordance with GAAP, without unreasonable efforts because the Company is unable to predict, forecast or determine the probable significance

of certain items impacting these estimates, including interest expense, taxes, impairment charges and share-based compensation, with a

reasonable degree of accuracy. Accordingly, the most directly comparable forward-looking GAAP estimate is not provided.

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Page 3

3 Consolidated total

leverage is defined as total debt divided by adjusted EBITDA1 (as defined under our revolving credit facility), and consolidated

senior leverage is defined as total debt (other than subordinated debt and unsecured debt) divided by adjusted EBITDA1 (as

defined under our revolving credit facility). Available capacity is defined as cash and cash equivalents on hand plus revolving credit

facility capacity less amount drawn on revolving credit facility and standby letters of credit.

Fiscal 2026 Fourth Quarter Conference

Call

As previously announced, the live broadcast

of Cracker Barrel’s quarterly conference call will be available to the public online at investor.crackerbarrel.com later today beginning

at 8:15 a.m. (ET). The online replay will be available later today.

About Cracker Barrel Old Country Store®

Cracker Barrel Old Country Store, Inc.

– rooted in a rich legacy of warmth, generosity, and tradition – is on a mission to bring the goodness of country hospitality

to life. Since 1969, when the first store opened in Lebanon, Tenn., Cracker Barrel has been serving up abundant portions of craveable

homestyle food and offering one-of-a-kind retail finds. With over 650 company-owned Cracker Barrel Old Country Store® locations in

43 states, the brand continues to honor its heritage while welcoming everyone with more than a meal. For more information, visit CrackerBarrel.com.

CBRL-F

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Page 4

Except for specific historical information,

certain of the matters discussed in this press release may express or imply projections of items such as revenues or expenditures, statements

of plans and objectives or future operations or statements of future economic performance. These and similar statements regarding events

or results that the Company expects will or may occur in the future are forward-looking statements concerning matters that involve risks,

uncertainties and other factors which may cause the actual results and performance of the Company to differ materially from those expressed

or implied by such forward-looking statements. All forward-looking information is provided pursuant to the safe harbor established under

the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these risks, uncertainties and other factors.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as "trends," "assumptions,"

"target," "guidance," "outlook," "opportunity," "future," "plans," "goals,"

"objectives," "expectations," "near-term," "long-term," "projection," "may,"

"will," "would," "could," "expect," "intend," "estimate," "anticipate,"

"believe," "potential," "regular," "should," "projects," "forecasts," or "continue"

(or the negative or other derivatives of each of these terms) or similar terminology. The Company believes that the assumptions underlying

any forward-looking statements are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results may

differ materially from those projected in or implied by the forward-looking statements. In addition to the risks of ordinary business

operations, factors and risks that may result in actual results differing from this forward-looking information include, but are not limited

to risks and uncertainties associated with inflationary conditions with respect to the price of commodities, ingredients, transportation,

distribution and labor; disruptions to the Company’s restaurant or retail supply chain; effects of changes in international, national,

regional and local economic, political and market conditions (such as the imposition of trade barriers or other changes in trade policy)

on our business; the Company’s ability to manage retail inventory and merchandise mix; the Company’s ability to sustain or

the effects of plans intended to improve operational or marketing execution and performance or liquidity; the impact of adverse or extreme

weather events on sales and customer travel; the effects of increased competition at the Company’s locations on sales and on labor

recruiting, cost, and retention; consumer behavior based on negative publicity or changes in consumer health or dietary trends or safety

aspects of the Company’s food or products or those of the restaurant industry in general, including concerns about outbreaks of

infectious disease; the effects of the Company’s indebtedness and associated restrictions on the Company’s financial and operating

flexibility and ability to execute or pursue its operating plans and objectives; changes in interest rates, increases in borrowed capital

or capital market conditions affecting the Company’s financing costs and ability to refinance its indebtedness, in whole or in part;

the Company’s reliance on a single distribution facility and certain significant vendors, particularly for foreign-sourced retail

products; information technology disruptions and data privacy and information security breaches, whether as a result of infrastructure

failures, employee or vendor errors or actions of third parties; the Company’s compliance with privacy and data protection laws;

changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, health and

safety, animal welfare, pensions, insurance or other undeterminable areas; the actual results of pending, future or threatened litigation

or governmental investigations; or the Company’s ability to manage the impact of negative social media attention and the costs and

effects of negative publicity; the impact of activist shareholders; the Company’s ability to achieve aspirations, goals and projections

related to its sustainability initiatives; the effects of local market and economic conditions on individual store locations, and uncertain

profitability at any newly opened store locations; the Company’s ability to retain key personnel; the ability of and cost to the

Company to recruit, train, and retain qualified hourly and management employees; uncertain performance of acquired businesses, strategic

investments and other initiatives that the Company may pursue from time to time; the effects of business trends on the outlook for individual

restaurant locations and the effect on the carrying value of those locations; general or regional economic weakness, business and societal

conditions; discretionary income or personal expenditure activity of the Company’s customers; implementation of new or changes in

interpretation of existing accounting principles generally accepted in the United States of America ("GAAP"); and other factors

described from time to time in the Company’s filings with the Securities and Exchange Commission, press releases, and other communications.

Any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which made. The Company expressly

disclaims any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in

the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements

are based.

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Page 5

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED INCOME STATEMENT

(Unaudited)

(In thousands, except share and per share amounts,

percentages and ratios)

Fourth Quarter Ended

Twelve Months Ended

7/31/26

8/1/25

Percentage

Change

7/31/26

8/1/25

Percentage

Change

Total revenue

$ 849,342

$ 868,009

(2% )

$ 3,318,714

$ 3,483,684

(5% )

Cost of goods sold (exclusive of depreciation & rent)

244,212

265,016

(8 )

1,026,250

1,081,029

(5 )

Labor and other related expenses

318,204

316,326

1,237,314

1,254,668

(1 )

Other store operating expenses

201,643

216,330

(7 )

846,189

855,389

(1 )

General and administrative expenses

65,178

50,169

210,579

217,510

(3 )

Gain on sale and leaseback transaction, net

(47,421 )

Impairment and store closing costs

27,343

16,190

31,234

20,059

Loss on sale of business assets

27,039

Operating income (loss)

13,144

3,978

230

(12,470 )

55,029

(123 )

Gain on extinguishment of debt

(3,186 )

100

(3,186 )

100

Litigation settlement income

(47,422 )

Interest expense

2,954

4,705

(37 )

14,379

20,489

(30 )

Income before income taxes

10,190

2,459

314

20,573

37,726

(45 )

Income tax benefit

(2,014 )

(4,295 )

(11,102 )

(8,653 )

(28 )

Net income

$ 12,204

$ 6,754

$ 31,675

$ 46,379

(32 )

Earnings per share – Basic:

$ 0.55

$ 0.30

$ 1.42

$ 2.08

(32 )

Earnings per share – Diluted:

$ 0.54

$ 0.30

$ 1.40

$ 2.06

(32 )

Weighted average shares:

Basic

22,351,460

22,267,328

22,334,203

22,252,034

Diluted

22,640,171

22,549,821

22,545,123

22,463,943

Ratio Analysis

Total revenue:

Restaurant

82.2%

82.7%

81.4%

81.3%

Retail

17.8

17.3

18.6

18.7

Total revenue

100.0

Cost of goods sold (exclusive of depreciation & rent)

28.8

30.5

30.9

31.0

Labor and other related expenses

37.5

36.5

37.3

36.0

Other store operating expenses

23.7

24.9

25.5

24.6

General and administrative expenses

7.7

5.8

6.4

6.2

Gain on sale and leaseback transaction, net

(5.6 )

0.0

(1.4 )

0.0

Impairment and store closing costs

3.2

1.8

0.9

0.6

Loss on sale of business assets

3.2

0.0

0.8

0.0

Operating income (loss)

1.5

0.5

(0.4 )

1.6

Gain on extinguishment of debt

0.0

(0.4 )

0.0

(0.1 )

Litigation settlement income

0.0

(1.4 )

0.0

Interest expense

0.3

0.6

0.4

0.6

Income before income taxes

1.2

0.3

0.6

1.1

Income tax benefit

(0.2 )

(0.5 )

(0.4 )

(0.2 )

Net income

1.4%

0.8%

1.0%

1.3%

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Page 6

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited

and in thousands, except share amounts)

7/31/26

8/1/25

Assets

Cash and cash equivalents

$ 36,535

$ 39,643

Accounts receivable

36,942

35,070

Inventories

163,874

180,585

Prepaid expenses and other current assets

38,531

57,814

Property and equipment, net

885,795

966,976

Operating lease right-of-use assets, net

799,797

806,084

Intangible assets

3,365

24,350

Other assets

57,568

51,362

Total assets

$ 2,022,407

$ 2,161,884

Liabilities and Shareholders’ Equity

Accounts payable

$ 152,737

$ 169,848

Current portion of long-term debt

149,178

Other current liabilities

323,499

306,577

Long-term debt

337,231

335,457

Long-term operating lease liabilities

650,201

644,026

Other long-term obligations

80,533

95,109

Shareholders’ equity, net

478,206

461,689

Total liabilities and shareholders’ equity

$ 2,022,407

$ 2,161,884

Common shares issued and outstanding

22,351,460

22,267,724

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Page 7

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED

CASH FLOW STATEMENT

(Unaudited and in thousands)

Twelve Months Ended

7/31/26

8/1/25

Cash flows from operating activities:

Net income

$ 31,675

$ 46,379

Depreciation and amortization

123,105

122,238

Amortization of debt issuance costs

2,596

1,877

Gain on extinguishment of debt

(3,186 )

Loss on disposition of property and equipment

12,198

8,591

Gain on sale and leaseback transaction, net

(47,421 )

Impairment

21,968

19,772

Loss on sale of business assets

27,039

Share-based compensation

9,450

11,742

Noncash lease expense

58,293

60,712

Amortization of asset recognized from gain on sale and leaseback transaction

12,735

Decrease in inventories

15,993

373

Increase (decrease) in accounts payable

(17,111 )

7,560

Net changes in other assets and liabilities

(44,316 )

(69,894 )

Net cash provided by operating activities

206,204

218,899

Cash flows from investing activities:

Purchase of property and equipment, net of insurance recoveries

(115,321 )

(158,647 )

Proceeds from sale of property and equipment, net

81,101

1,945

Net cash used in investing activities

(34,220 )

(156,702 )

Cash flows from financing activities:

Net payments on long-term debt

(180,075 )

Proceeds from issuance of convertible senior notes

335,238

Net proceeds from settlement of bond hedge and warrants

Repayment of convertible senior notes

(150,000 )

(145,875 )

Payment for capped call option related to convertible senior notes

(16,491 )

Taxes withheld from issuance of share-based compensation awards

(1,943 )

(1,448 )

Deferred financing costs

(2,892 )

Dividends on common stock

(23,149 )

(23,098 )

Net cash used in financing activities

(175,092 )

(34,589 )

Net increase (decrease) in cash and cash equivalents

(3,108 )

27,608

Cash and cash equivalents, beginning of period

39,643

12,035

Cash and cash equivalents, end of period

$ 36,535

$ 39,643

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Page 8

Fourth Quarter Ended

7/31/26

8/1/25

Company-owned units opened during quarter:

Cracker Barrel

Maple Street Biscuit Company

Company-owned units closed or divested during quarter*:

Cracker Barrel

(3 )

(1 )

Maple Street Biscuit Company

(52 )

(2 )

Company-owned units in operation at end of quarter:

Cracker Barrel

655

657

Maple Street Biscuit Company

Total stores at end of period

655

725

Note*: During the fourth quarter of fiscal 2026, the Company divested

MSBC. This resulted in the sale of 35 locations and the closure of the remaining 16 locations. Prior to the divestiture, the Company closed

one MSBC unit.

Fourth Quarter Ended

Twelve Months Ended

7/31/26

8/1/25

7/31/26

8/1/25

Total revenue*: (In thousands)

Restaurant

$ 686,196

$ 699,990

$ 2,645,700

$ 2,761,671

Retail

150,795

149,739

616,631

651,791

Total revenue

$ 836,991

$ 849,729

$ 3,262,331

$ 3,413,462

Cost of goods sold* (exclusive of depreciation and rent): (In thousands)

Restaurant

$ 178,211

$ 184,067

$ 701,732

$ 730,824

Retail

62,772

76,379

309,596

332,394

Total cost of goods sold

$ 240,983

$ 260,446

$ 1,011,328

$ 1,063,218

Average unit volume*: (In thousands)

Restaurant

$ 1,045.2

$ 1,064.3

$ 4,029.4

$ 4,199.1

Retail

229.7

227.7

939.2

991.1

Total

$ 1,274.9

$ 1,292.0

$ 4,968.6

$ 5,190.2

Operating weeks*:

8,535

8,550

34,143

34,199

Note*: This information is for Cracker Barrel stores only.

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CRACKER BARREL OLD COUNTRY STORE, INC.

Reconciliation of GAAP-Basis Operating Results

to Non-GAAP Operating Results

(Unaudited and in thousands, except per share

amounts)

Adjusted Net Income and Earnings Per Share

In the accompanying press release, the Company

makes reference to adjusted net income and adjusted earnings per share. The Company defines adjusted net income as net income, calculated

in accordance with GAAP, excluding, to the extent the following items occurred during the periods presented: (i) impairment charges related

to Cracker Barrel stores, and, for periods prior to the second quarter of fiscal 2025, store closing costs (ii) expenses related to the

proxy contest in connection with the Company’s 2024 and 2025 annual meeting of shareholders, (iii) expenses associated with the

Company’s strategic transformation initiative, (iv) a corporate restructuring charge that includes consulting fees related to business

model improvement and severance related to a reduction in headcount, (v) a gain on extinguishment of debt related to the Company’s

repurchase of $150 million aggregate principal amount of its 0.625% convertible senior notes due and repaid in June 2026, (vi) store closing

costs associated with MSBC reorganization that occurred in the first quarter of fiscal 2026, (vii) a benefit of approximately $47 million

related to a litigation settlement that occurred in the third quarter of fiscal 2026, (viii) a net gain on the sale-leaseback transaction

that occurred in the fourth quarter of fiscal 2026, (ix) a non-cash loss on sale charge related to the divestiture of MSBC that occurred

in the fourth quarter of fiscal 2026, (x) store closing costs related to the divestiture of MSBC, (xi) other non-cash impairment charges

related to MSBC, (xii) severance in connection with our CEO transition and expenses related to acceleration of share-based compensation,

and (xiii) the related tax impacts of the foregoing.

Fourth Quarter Ended

Twelve Months Ended

7/31/26

Margin

8/1/25

Margin

7/31/26

Margin

8/1/25

Margin

Revenue

$ 849,342

100%

$ 868,009

100%

$ 3,318,714

100%

$ 3,483,684

100%

GAAP Net Income

12,204

1.4

6,754

0.8

31,675

1.0

46,379

1.3

Proxy contest expenses

0.0

4,072

0.1

8,220

0.2

Corporate restructuring charge

0.0

8,743

0.3

0.0

Cracker Barrel impairment

13,028

1.5

4,705

0.5

13,028

0.4

5,947

0.2

MSBC impairment

8,523

1.0

11,485

1.3

8,941

0.3

13,825

0.4

MSBC store closing costs

5,430

0.6

0.0

8,525

0.3

0.0

Loss on sale of MSBC

27,039

3.2

0.0

27,039

0.8

0.0

CEO transition expenses

6,675

0.8

0.0

6,675

0.2

0.0

Strategic transformation initiative expenses

0.0

7,263

0.2

Gain on extinguishment of debt

0.0

(3,186 )

(0.4 )

0.0

(3,186 )

(0.1 )

Litigation settlement income

0.0

(47,422 )

(1.4 )

0.0

Gain on sale-leaseback transaction, net

(47,421 )

(5.6 )

0.0

(47,421 )

(1.4 )

0.0

Tax impact of adjustments

(3,119 )

(0.4 )

(3,056 )

(0.4 )

4,188

0.1

(7,536 )

(0.2 )

Adjusted Net Income

$ 22,359

2.6%

$ 16,702

1.9%

$ 18,043

0.5%

$ 70,912

2.0%

GAAP Earnings per share - basic

$ 0.55

$ 0.30

$ 1.42

$ 2.08

GAAP Earnings per share - diluted

$ 0.54

$ 0.30

$ 1.40

$ 2.06

Adjusted Earnings per share - basic

$ 1.00

$ 0.75

$ 0.81

$ 3.19

Adjusted Earnings per share - diluted

$ 0.99

$ 0.74

$ 0.80

$ 3.16

Weighted average shares - basic

22,351,460

22,267,328

22,334,203

22,252,034

Weighted average shares - diluted

22,640,171

22,549,821

22,545,123

22,463,943

- MORE -

Page 10

CRACKER BARREL OLD COUNTRY STORE, INC.

Reconciliation of GAAP-Basis Operating Results

to Non-GAAP Operating Results

(Unaudited and in thousands)

EBITDA/Adjusted EBITDA

In the accompanying press release and the below

reconciliation tables, the Company makes reference to EBITDA and adjusted EBITDA. The Company defines EBITDA as net income, calculated

in accordance with GAAP, excluding depreciation and amortization, interest expense and tax expense. The Company further adjusts EBITDA

to exclude, to the extent the following items occurred during the periods presented: (i) expenses related to share-based compensation,

(ii) impairment charges related to Cracker Barrel stores, and, for periods prior to the second quarter of fiscal 2025, store closing costs,

(iii) expenses related to the proxy contest in connection with the Company’s 2024 and 2025 annual meeting of shareholders, (iv)

expenses associated with the Company’s strategic transformation initiative, (v) a corporate restructuring charge that includes consulting

fees related to business model improvement and severance related to a reduction in headcount, (vi) a gain on extinguishment of debt related

to the Company’s repurchase of $150 million aggregate principal amount of its 0.625% convertible senior notes due and repaid in

June 2026, (vii) store closing costs associated with MSBC reorganization that occurred in the first quarter of fiscal 2026, (viii) a benefit

of approximately $47 million related to a litigation settlement that occurred in the third quarter of fiscal 2026, (ix) a net gain on

the sale-leaseback transaction that occurred in the fourth quarter of fiscal 2026, (x) a non-cash loss on sale charge related to the divestiture

of MSBC that occurred in the fourth quarter of fiscal 2026, (xi) store closing costs related to the divestiture of MSBC, (xii) other non-cash

impairment charges related to MSBC, and (xiii) severance in connection with our CEO transition and expenses related to acceleration of

share-based compensation. The Company calculates EBITDA and adjusted EBITDA margin by dividing EBITDA and adjusted EBITDA by consolidated

GAAP revenue. The Company believes that presentation of EBITDA and adjusted EBITDA (together with related margin figures) provides investors

with an enhanced understanding of the Company's operating performance and debt leverage metrics and enhances comparability with the Company’s

historical results, and that the presentation of this non-GAAP financial measure, when combined with the primary presentation of net income,

is beneficial to an investor’s complete understanding of the Company’s operating performance. This information is not intended

to be considered in isolation or as a substitute for net income or net income margin prepared in accordance with GAAP.

Fourth Quarter Ended

Twelve Months Ended

7/31/26

Margin

7/31/26

Margin

Revenue

$ 849,342

100%

$ 3,318,714

100%

GAAP Net Income

12,204

1.4

31,675

1.0

(+) Depreciation & amortization

31,345

3.7

123,105

3.7

(+) Interest expense

2,954

0.3

14,379

0.4

(+) Tax expense (tax benefit)

(2,014 )

(0.2 )

(11,102 )

(0.3 )

EBITDA

$ 44,489

5.2%

$ 158,057

4.8%

Adjustments

(+) Share-based compensation, net

4,291

0.5

7,477

0.2

(+) Proxy contest expenses

0.0

4,072

0.1

(+) Corporate restructuring charge

0.0

8,743

0.3

(+) Cracker Barrel impairment

13,028

1.5

13,028

0.4

(+) MSBC impairment

8,523

1.0

8,941

0.3

(+) MSBC store closing costs

5,430

0.6

8,525

0.3

(+) Loss on sale of MSBC

27,039

3.2

27,039

0.8

(+) CEO transition expenses

6,675

0.8

6,675

0.2

(-) Litigation settlement income

0.0

(47,422 )

(1.4 )

(-) Gain on sale-leaseback transaction, net

(47,421 )

(5.6 )

(47,421 )

(1.4 )

Adjusted EBITDA

$ 62,054

7.3%

$ 147,714

4.5%

Fourth Quarter Ended

Twelve Months Ended

8/1/25

Margin

8/1/25

Margin

Revenue

$ 868,009

100%

$ 3,483,684

100%

GAAP Net Income

6,754

0.8

46,379

1.3

(+) Depreciation & amortization

31,859

3.7

122,238

3.5

(+) Interest expense

4,705

0.5

20,489

0.6

(+) Tax expense (tax benefit)

(4,295 )

(0.5 )

(8,653 )

(0.2 )

EBITDA

$ 39,023

4.5%

$ 180,453

5.2%

Adjustments

(+) Share-based compensation

3,686

0.4

11,742

0.3

(+) Strategic transformation initiative expenses

0.0

7,263

0.2

(+) Proxy contest expenses

0.0

8,220

0.2

(+) Cracker Barrel impairment

4,705

0.5

5,947

0.2

(+) MSBC impairment

11,485

1.3

13,825

0.4

(-) Gain on extinguishment of debt

(3,186 )

(0.4 )

(3,186 )

(0.1 )

Adjusted EBITDA

$ 55,713

6.4%

$ 224,264

6.4%

- END -

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