Form 8-K

8-K — CRACKER BARREL OLD COUNTRY STORE, INC

Accession: 0001104659-26-071853

Filed: 2026-06-09

Period: 2026-06-09

CIK: 0001067294

SIC: 5812 (RETAIL-EATING PLACES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2617153d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2617153d1_ex99-1.htm)

GRAPHIC (tm2617153d1_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2617153d1_8k.htm · Sequence: 1

false

0001067294

2026-06-09

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): June 9, 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 June 9, 2026, Cracker

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

Company’s fiscal 2026 third quarter results of operations and projected outlook of certain items for fiscal year 2026. 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 June 9, 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: June 9, 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: tm2617153d1_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 THIRD QUARTER FISCAL

2026 RESULTS AND UPDATES FISCAL 2026 OUTLOOK

Company increases revenue and adjusted EBITDA1,2

guidance

LEBANON, Tenn. – June 9,

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

today reported its financial results for the third quarter of fiscal 2026 ended May 1, 2026.

Cracker Barrel President and Chief Executive Officer

Julie Masino said, “Our initiatives to improve operations, deepen guest connection, and enhance profitability continue to gain traction,

with strong execution from our teams driving third quarter results that exceeded expectations. We remain focused on serving delicious

food and delivering experiences guests love and believe we are well-positioned to sustain this new momentum.”

Third Quarter Fiscal 2026 Highlights

· Total revenue was $797.4 million. Compared to the prior year quarter, total revenue decreased 2.9%.

o Compared to the prior year quarter, comparable store restaurant sales decreased 2.6%, and comparable store

retail sales decreased 1.8%.

· GAAP earnings per diluted share were $1.90, and adjusted1 earnings per diluted share were $0.29.

· GAAP net income was $42.8 million compared to the prior year quarter GAAP net income of $12.6 million.

The current year GAAP net income results include a $47.4 million benefit related to a settlement agreement regarding interchange fee litigation.

· Adjusted EBITDA1 was $40.3 million compared to the prior year quarter adjusted EBITDA1

of $48.1 million.

Third Quarter Ended

(In thousands, except per share amounts)

5/1/26

5/2/25

Revenue

$ 797,367

$ 821,147

GAAP net income

$ 42,811

$ 12,574

Adjusted net income1

$ 6,533

$ 13,123

Adjusted EBITDA1

$ 40,305

$ 48,117

GAAP earnings per share – diluted

$ 1.90

$ 0.56

Adjusted1 earnings per share – diluted

$ 0.29

$ 0.58

- MORE -

Page 2

Balance Sheet & Capital Allocation

· During the third quarter, the Company received $47.4 million, 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 Income

Statement.

· The Company ended the third quarter with total debt of $486.6 million, comprised of $149.9 million of

short-term debt related to its 0.625% Convertible Senior Notes due June 2026 and $336.8 million of long-term debt related to its

1.75% Convertible Senior Notes due 2030, with no outstanding borrowings on its credit facility.

· The Company intends to pay the $149.9 million of short-term debt related to its 0.625% Convertible Senior

Notes by its maturity in June 2026 by drawing on its existing revolving credit facility. At the end of the third quarter, the Company

had approximately $541.3 million in available capacity under its credit facility.

· 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 August 12, 2026 to shareholders of record as of July 17,

2026.

Fiscal 2026 Outlook

The Company provided the following updated outlook

for fiscal 2026:

· Total revenue of $3.27 billion to $3.30 billion (vs. previous outlook of $3.24 billion to $3.27 billion)

· Adjusted EBITDA1 of $120 million to $125 million2 (vs. previous outlook of $85 million

to $100 million2)

· Commodity inflation in the low 2% range (vs. previous outlook of 2.0% to 2.5%)

· Hourly wage inflation in the low 2% range (vs. previous outlook of 2.5% to 3.0%)

· Capital expenditures of $105 million to $115 million (no change vs. previous outlook)

· 2 new Cracker Barrel stores, both of which have opened (no change vs. previous outlook)

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.

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.

3 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).

Fiscal 2026 Third 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 today beginning

at 5:00 p.m. (ET). The online replay will be available tomorrow and through June 23, 2026.

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 approximately 660 company-owned Cracker Barrel Old Country Store® locations

in 43 states, and ownership of the fast-casual Maple Street Biscuit Company, the brand continues to honor its heritage while welcoming

everyone with more than a meal. For more information, visit CrackerBarrel.com.

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Page 3

CBRL-F

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 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 Company’s ability to enter successfully into new geographic markets that may be less familiar to it; changes in

land, building materials and construction costs; the availability and cost of suitable sites for restaurant development and the Company’s

ability to identify those sites; 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 4

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED INCOME STATEMENT

(Unaudited)

(In thousands, except share and per share amounts,

percentages and ratios)

Third Quarter Ended

Nine Months Ended

5/1/26

5/2/25

Percentage

Change

5/1/26

5/2/25

Percentage

Change

Total revenue

$ 797,367

$ 821,147

(3 )%

$ 2,469,372

$ 2,615,675

(6 )%

Cost of goods sold (exclusive of depreciation & rent)

240,973

247,280

(3 )

782,038

816,013

(4 )

Labor and other related expenses

302,083

304,781

(1 )

919,110

938,342

(2 )

Other store operating expenses

198,198

207,486

(4 )

644,546

639,059

General and administrative expenses

49,393

46,025

145,401

167,341

(13 )

Impairment and store closing costs

718

(100 )

3,891

3,869

Operating income (loss)

6,720

14,857

(55 )

(25,614 )

51,051

(150 )

Litigation settlement income

(47,422 )

Interest expense

3,668

4,984

(26 )

11,425

15,784

(28 )

Income before income taxes

50,474

9,873

411

10,383

35,267

(71 )

Provision for income taxes (income tax benefit)

7,663

(2,701 )

384

(9,088 )

(4,358 )

(109 )

Net income

$ 42,811

$ 12,574

240

$ 19,471

$ 39,625

(51 )

Earnings per share – Basic:

$ 1.92

$ 0.56

243

$ 0.87

$ 1.78

(51 )

Earnings per share – Diluted:

$ 1.90

$ 0.56

239

$ 0.86

$ 1.77

(51 )

Weighted average shares:

Basic

22,351,318

22,264,782

22,328,450

22,246,936

Diluted

22,500,168

22,459,281

22,513,419

22,435,317

Ratio Analysis

Total revenue:

Restaurant

82.6 %

82.7 %

81.1 %

80.8 %

Retail

17.4

17.3

18.9

19.2

Total revenue

100.0

Cost of goods sold (exclusive of depreciation & rent)

30.2

30.1

31.7

31.2

Labor and other related expenses

37.9

37.1

37.2

35.9

Other store operating expenses

24.9

25.3

26.1

24.4

General and administrative expenses

6.2

5.6

5.9

6.4

Impairment and store closing costs

0.0

0.1

Operating income (loss)

0.8

1.8

(1.0 )

2.0

Litigation settlement income

(5.9 )

0.0

(1.9 )

0.0

Interest expense

0.4

0.6

0.5

0.7

Income before income taxes

6.3

1.2

0.4

1.3

Provision for income taxes (income tax benefit)

0.9

(0.3 )

(0.4 )

(0.2 )

Net income

5.4 %

1.5 %

0.8 %

1.5 %

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Page 5

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except share amounts)

5/1/26

5/2/25

Assets

Cash and cash equivalents

26,050

9,814

Accounts receivable

34,689

37,439

Inventories

179,935

168,695

Prepaid expenses and other current assets

49,878

60,877

Property and equipment, net

955,860

971,021

Operating lease right-of-use assets, net

764,571

822,269

Intangible assets

24,325

24,369

Other assets

52,569

44,565

Total assets

2,087,877

2,139,049

Liabilities and Shareholders’ Equity

Accounts payable

131,002

121,117

Current portion of long-term debt

149,850

Other current liabilities

299,203

301,916

Long-term debt

336,783

489,410

Long-term operating lease liabilities

608,049

653,060

Other long-term obligations

97,520

104,235

Shareholders’ equity, net

465,470

469,311

Total liabilities and shareholders’ equity

2,087,877

2,139,049

Common shares issued and outstanding

22,351,460

22,266,951

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Page 6

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED

CONSOLIDATED CASH FLOW STATEMENT

(Unaudited and in thousands)

Nine Months Ended

5/1/26

5/2/25

Cash flows from operating activities:

Net income

$ 19,471

$ 39,625

Depreciation and amortization

91,760

90,379

Amortization of debt issuance costs

1,998

1,329

Loss on disposition of property and equipment

5,066

6,249

Impairment

418

3,581

Share-based compensation

3,186

8,056

Noncash lease expense

45,735

45,560

Amortization of asset recognized from gain on sale and leaseback transaction

9,551

Decrease in inventories

650

12,263

Decrease in accounts payable

(38,846 )

(41,171 )

Net changes in other assets and liabilities

(46,483 )

(58,745 )

Net cash provided by operating activities

92,506

116,677

Cash flows from investing activities:

Purchase of property and equipment, net of insurance recoveries

(87,896 )

(113,214 )

Proceeds from sale of property and equipment

1,301

1,829

Net cash used in investing activities

(86,595 )

(111,385 )

Cash flows from financing activities:

Net proceeds from long-term debt

11,425

Taxes withheld from issuance of share-based compensation awards

(1,943 )

(1,428 )

Dividends on common stock

(17,561 )

(17,510 )

Net cash used in financing activities

(19,504 )

(7,513 )

Net decrease in cash and cash equivalents

(13,593 )

(2,221 )

Cash and cash equivalents, beginning of period

39,643

12,035

Cash and cash equivalents, end of period

$ 26,050

$ 9,814

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Page 7

Third Quarter Ended

5/1/26

5/2/25

Company-owned units opened during quarter:

Cracker Barrel

Maple Street Biscuit Company

Company-owned units closed during quarter:

Cracker Barrel

Maple Street Biscuit Company

Company-owned units in operation at end of quarter:

Cracker Barrel

657

658

Maple Street Biscuit Company

Total stores at end of period

709

728

Third Quarter Ended

Nine Months Ended

5/1/26

5/2/25

5/1/26

5/2/25

Total revenue*: (In thousands)

Restaurant

$ 644,300

$ 661,945

$ 1,959,504

$ 2,061,681

Retail

138,903

141,695

465,836

502,052

Total revenue

$ 783,203

$ 803,640

$ 2,425,340

$ 2,563,733

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

Restaurant

$ 168,202

$ 173,431

$ 523,521

$ 546,757

Retail

69,129

69,346

246,824

256,015

Total cost of goods sold

$ 237,331

$ 242,777

$ 770,345

$ 802,772

Average unit volume*: (In thousands)

Restaurant

$ 980.7

$ 1,006.0

$ 2,984.2

$ 3,134.8

Retail

211.4

215.3

709.5

763.4

Total

$ 1,192.1

$ 1,221.3

$ 3,693.7

$ 3,898.2

Operating weeks*:

8,541

8,554

25,608

25,649

Note*: This information is for Cracker Barrel stores only and excludes Maple Street Biscuit Company.

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Page 8

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 (loss) and adjusted earnings (loss) per share. The Company defines adjusted net income (loss)

as net income (loss), calculated in accordance with GAAP, excluding, to the extent the following items occurred during the periods presented:

(i) impairment charges, 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 June 2026,

(vi) store closing costs associated with MSBC reorganization, (vii) a benefit of approximately $47 million related to a litigation

settlement that occurred in the third quarter of fiscal 2026, and (vii) the related tax impacts of the foregoing. The Company believes

excluding these items from its financial results provides investors with an enhanced understanding of the Company's financial results

and enhances comparability across periods. The Company calculates adjusted net income (loss) margin by dividing adjusted net income (loss)

by consolidated GAAP revenue. The Company calculates adjusted net income (loss) per share by dividing adjusted net income (loss) by weighted

average shares outstanding for the applicable period. This information is not intended to be considered in isolation or as a substitute

for net income (loss) or earnings (loss) per share information prepared in accordance with GAAP.

Third Quarter Ended

Nine Months Ended

5/1/26

Margin

5/2/25

Margin

5/1/26

Margin

5/2/25

Margin

Revenue

$ 797,367

100 %

$ 821,147

100 %

$ 2,469,372

100 %

$ 2,615,675

100 %

GAAP net income

42,811

5.4

12,574

1.5

19,471

0.8

39,625

1.5

Strategic transformation initiative expenses

0.0

7,263

0.3

Impairment and store closing costs

0.0

718

0.1

418

0.0

3,581

0.1

Store closing costs associated with MSBC reorganization

0.0

3,095

0.1

0.0

Proxy contest expenses

0.0

4,072

0.2

8,220

0.3

Corporate restructuring charge

0.0

8,743

0.4

0.0

Litigation settlement income

(47,422 )

(5.9 )

0.0

(47,422 )

(1.9 )

0.0

Tax impacts of the foregoing

11,144

1.4

(169 )

(0.0 )

7,307

0.3

(4,480 )

(0.2 )

Adjusted net income (loss)

$ 6,533

0.8 %

$ 13,123

1.6 %

$ (4,316 )

(0.2 )%

$ 54,209

2.1 %

GAAP Earnings per share - basic

$ 1.92

$ 0.56

$ 0.87

$ 1.78

GAAP Earnings per share - diluted

$ 1.90

$ 0.56

$ 0.86

$ 1.77

Adjusted Earnings (loss) per share - basic

$ 0.29

$ 0.59

$ (0.19 )

$ 2.44

Adjusted Earnings (loss) per share - diluted

$ 0.29

$ 0.58

$ (0.19 )

$ 2.42

Weighted average shares - basic

22,351,318

22,264,782

22,328,450

22,246,936

Weighted average shares - diluted

22,500,168

22,459,281

22,513,419

22,435,317

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Page 9

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, and, for periods prior to the second quarter of fiscal 2025, store closing costs, (iii) 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 June 2026, (vii) store closing

costs associated with MSBC reorganization, and (vii) a benefit of approximately $47 million related to a litigation settlement that

occurred in the third quarter of fiscal 2026. 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 (loss), 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.

Third Quarter Ended

5/1/26

Margin

Nine Months Ended

5/1/26

Margin

Revenue

$ 797,367

100 %

$ 2,469,372

100 %

GAAP Net income

42,811

5.4

19,471

0.8

(+) Depreciation & amortization

31,038

3.9

91,760

3.7

(+) Interest expense

3,668

0.5

11,425

0.5

(+) Tax expense (tax benefit)

7,663

1.0

(9,088 )

(0.4 )

EBITDA

$ 85,180

10.7 %

$ 113,568

4.6 %

Adjustments

(+) Share-based compensation

2,547

0.3

3,186

0.1

(+) Impairment

0.0

418

0.0

(+) Store closing costs associated with MSBC reorganization

0.0

3,095

0.1

(+) Proxy contest expenses

0.0

4,072

0.2

(+) Corporate restructuring charge

0.0

8,743

0.4

(-) Litigation settlement income

(47,422 )

(5.9 )

(47,422 )

(1.9 )

Adjusted EBITDA

$ 40,305

5.1 %

$ 85,660

3.5 %

Third Quarter Ended

5/2/25

Margin

Nine Months Ended

5/2/25

Margin

Revenue

$ 821,147

100 %

$ 2,615,675

100 %

GAAP Net income

12,574

1.5

39,625

1.5

(+) Depreciation & amortization

30,991

3.8

90,379

3.5

(+) Interest expense

4,984

0.6

15,784

0.6

(+) Tax expense (tax benefit)

(2,701 )

(0.3 )

(4,358 )

(0.2 )

EBITDA

$ 45,848

5.6 %

$ 141,430

5.4 %

Adjustments

(+) Share-based compensation

1,551

0.2

8,056

0.3

(+) Impairment

718

0.1

3,581

0.1

(+) Proxy contest expenses

0.0

8,220

0.3

(+) Strategic transformation initiative expenses

0.0

7,263

0.3

Adjusted EBITDA

$ 48,117

5.9 %

$ 168,550

6.4 %

- END

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