Financial Analysis

14. Commitments and Contingencies The Company and its subsidiaries are party to various legal and regulatory proceedings and claims incidental to their business in the ordinary course. In the opinion of management, based upon information currently available, the ultimate liability with respect to these proceedings and claims will not materially affect the Companys consolidated results of operations or financial position. The Company maintains insurance coverage for various aspects of its business and operations. The Company has elected, however, to retain all or a portion of losses that occur through the use of various deductibles, limits and retentions under its insurance programs. This situation may subject the Company to some future liability for which it is only partially insured, or completely uninsured. The Company intends to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of its contracts. See Note 1 for a further discussion of insurance and insurance reserves. Related to its insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit guarantees to certain insurers. As of August 01, 2025, the Company had $34,004 of standby letters of credit related to securing reserved claims under workers compensation insurance and certain sale and leaseback transactions. All standby letters of credit are renewable annually and reduce the Companys borrowing availab …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

4. Debt On May 16, 2025, the Company entered into a five-year $800,000 revolving credit facility (the 2025 Credit Facility). The 2025 Credit Facility replaced the five-year $700,000 revolving credit facility (the 2022 Revolving Credit Facility). The 2025 Credit Facility consists of a $550,000 revolving credit facility, which includes a $25,000 swingline subfacility and a $75,000 letter of credit subfacility. The 2025 Credit Facility also provides for an uncommitted accordion feature that allows the Company to increase the revolving credit facility by up to $200,000, plus any additional amount that would not cause the Company to exceed a consolidated total leverage ratio of 3.50 to 1.00 (subject to securing additional commitments from existing lenders or new lending institutions). The 2025 Credit Facility also initially provided for a $250,000 delayed draw term loan facility (the Delayed Draw Term Facility), which was terminated on June 13, 2025 in connection with the Companys issuance and sale of $345,000 aggregate principal amount of 1.75% Senior Convertible Notes due in 2030 (the 2030 Notes). See further information regarding the 2030 Notes described below. In accordance with the 2025 Revolving Credit Facility, outstanding borrowings bear interest, at the Companys election, either at (1) the Term Secured Overnight Financing Rate (SOFR), plus an applicable margin based on the Companys consolidated total leverage ratio (the Applicable Margin) or (2) a base rate equal to the g …

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2025 2024 2023 Revenue: Restaurant $ 2,831,289 $ 2,794,128 $ 2,740,866 Retail 652,395 676,634 701,942 Total revenue $ 3,483,684 $ 3,470,762 $ 3,442,808 …

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9. Share-Based Compensation Stock Compensation Plans The Companys employee compensation plans are administered by the Compensation Committee of the Companys Board of Directors (the Committee). The Committee is authorized to determine, at time periods within its discretion and subject to the direction of the Board of Directors, which employees will be granted awards, the number of shares covered by any awards granted, and within applicable limits, the terms and provisions relating to the exercise and vesting of any awards. On November 19, 2020, the Companys shareholders approved the 2020 Omnibus Incentive Plan (the 2020 Omnibus Plan) which became effective on that date. The 2020 Omnibus Plan authorizes the following types of awards for employees and non-employee directors: stock options, stock appreciation rights, nonvested stock, restricted stock units, other share-based awards and performance awards. After the effective date of the 2020 Omnibus Plan, no additional awards could be granted under the Companys 2010 Omnibus Incentive Stock and Incentive Plan (the Prior Plan). The 2020 Omnibus Plan allows the Committee to grant awards for an aggregate of 1,033,441 shares, the number of shares that were available for issuance as of September 24, 2020 (the Cutoff Date) pursuant to the Prior Plan, plus the number of shares that became available for issuance pursuant to the terms of the Prior Plan following the Cutoff Date and prior to the effective date. However, this share reserve i …

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2. Fair Value Measurements Fair value for certain of the Companys assets and liabilities is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, a three-level hierarchy for inputs is used. These levels are: Quoted Prices in Active Markets for Identical Assets (Level 1) quoted prices (unadjusted) for an identical asset or liability in an active market. Significant Other Observable Inputs (Level 2) quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability. Significant Unobservable Inputs (Level 3) unobservable and significant to the fair value measurement of the asset or liability. The Companys assets and liabilities measured at fair value on a recurring basis at August 01, 2025 were as follows: Total Fair Level 1 Level 2 Level 3 Value Cash equivalents* $ 27,501 $ $ $ 27,501 Total $ 27,501 $ $ $ 27,501 Deferred compensation plan assets** 22,700 Total assets at fair value $ 50,201 The Companys assets and liabilities measured at fair value on a recurring basis at August 02, 2024 were as follows: Total Fair Level 1 Level 2 Level 3 Value Cash equivalents* $ 1 $ $ $ 1 Total $ 1 $ $ $ 1 Deferred compensation plan assets** 25,719 Total assets at fair value $ 25,720 *Consists of money market fund invest …

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12. Income Taxes The components of the provision for income taxes (income tax benefit) for each of the three years were as follows: 2025 2024 2023 Current: Federal $ 3,655 $ (10,448) $ 6,925 State 2,727 247 3,573 Deferred: Federal (14,275) (3,526) (4,902) State (760) (3,017) (1,035) Total provision for income taxes (income tax benefit) $ (8,653) $ (16,744) $ 4,561 A reconciliation of the Companys provision for income taxes (income tax benefit) and income taxes based on the statutory U.S. federal rate of 21.0% in 2025, 2024 and 2023 was as follows: 2025 2024 2023 Provision computed at federal statutory income tax rate $ 7,922 $ 5,079 $ 21,758 State and local income taxes, net of federal benefit 2,148 874 2,069 Employer tax credits for FICA taxes paid on employee tip income (17,769) (16,926) (16,772) Other employer tax credits (3,002) (3,476) (3,673) Tax audit settlement (299) (2,718) Carryback of federal tax credits (1,040) (1,545) Non-deductible executive compensation 1,879 1,254 936 Share-based compensation 599 548 338 Other-net 909 166 (95) Total provision for income taxes (income tax benefit) $ (8,653) $ (16,744) $ 4,561 The Companys income tax benefit decreased in 2025 primarily due to the increase in income before income taxes and fewer favorable audit settlements as compared to 2024. The decrease in the Companys provision for income taxes (income tax benefit) in 2024 as compared to 2023 is primarily due to the decrease in income before income taxes and favorable audit s …

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8. Leases As of August 01, 2025, the Company had not entered into any agreements for real estate leases that are not recorded as right-of-use assets or lease liabilities on the Consolidated Balance Sheet. The following table summarizes the components of lease cost for operating leases for each of the three years: 2025 2024 2023 Operating lease cost $ 111,141 $ 110,661 $ 109,908 Short term lease cost 3,036 3,509 2,947 Variable lease cost 3,893 3,522 3,669 Total lease cost $ 118,070 $ 117,692 $ 116,524 The following table summarizes supplemental cash flow information and non-cash activity related to the Companys operating leases for each of the three years: 2025 2024 2023 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 98,186 $ 97,014 $ 95,294 Noncash information: Right-of-use assets obtained in exchange for new operating lease liabilities 7,358 14,219 17,378 Lease modifications or reassessments increasing right-of-use assets 23,307 23,532 11,320 Lease modifications removing right-of-use assets (1,002) (2,133) (413) Right-of-use asset impairment* (1,381) (1,832) *Included in the Impairment line on the Consolidated Statement of Cash Flows The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of August 01, 2025, August 02, 2024 and July 28, 2023: 2025 2024 2023 Weighted-average remaining lease term 15.20 Years 15.88 Years 16.88 Years Weighted …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Segment Disclosures In November 2023, the Financial Accounting Standards Board (FASB) issued new reportable segment disclosure requirements which require incremental segment information related to measuring segment performance on an annual and interim basis. These new disclosure requirements are effective for the fiscal periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. These disclosure requirements should be applied on a retrospective basis. The adoption of this guidance had no impact on the Companys consolidated financial position or results of operations. See Note 6 for the Companys segment disclosures. Debt With Conversion and other Options In November 2024, the FASB issued guidance which clarifies the accounting for settlements of convertible debt instruments that include inducement offers, specifically when the consideration transferred includes all amounts (in form and amount) issuable under the original conversion terms of the instrument. Under the new guidance, if the inducement offer includes all consideration issuable under the original conversion privileges, the transaction is accounted for as an induced conversion, and only the fair value of any additional consideration is recognized as an expense. No gain or loss is recognized on the conversion of the original debt. If the criteria are not met, the transaction is accounted for as a debt extinguishment. This guidance is effective for all entities f …

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11. Employee Savings Plans The Company sponsors a qualified defined contribution retirement plan (401(k) Savings Plan) covering salaried and hourly employees who have completed ninety days of service and have attained the age of twenty-one . This plan allows eligible employees to defer receipt of up to 50% of their compensation, as defined in the plan. The Company also sponsors a non-qualified defined contribution retirement plan (Non-Qualified Savings Plan) covering highly compensated employees, as defined in the plan. This plan allows eligible employees to defer receipt of up to 50% of their base compensation and 100% of their eligible bonuses, as defined in the plan. Contributions under both plans may be invested in various investment funds at the employees discretion. Such contributions, including the Companys matching contributions described below, may not be invested in the Companys common stock. In 2025, 2024 and 2023, the Company matched 50% of employee contributions for each participant in the 401(k) Savings Plan up to a total of 5% of the employees compensation and matched 25% of employee contributions in the Non-Qualified Savings Plan up to a total of 6% of the employees compensation. Employee contributions vest immediately while Company contributions vest 20% annually beginning on the first anniversary of a contribution date and are vested 100% on the fifth anniversary of such contribution date. At the inception of the Non-Qualified Savings Plan, the Company estab …

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7. Revenue Recognition Disaggregation of revenue Total revenue was comprised of the following for each of the three years: 2025 2024 2023 Revenue: Restaurant $ 2,831,289 $ 2,794,128 $ 2,740,866 Retail 652,395 676,634 701,942 Total revenue $ 3,483,684 $ 3,470,762 $ 3,442,808 Gift Card Breakage For 2025, 2024 and 2023, gift card breakage was $11,653, $11,397, and $10,713, respectively. Revenue recognized in the Consolidated Statements of Income for 2025, 2024 and 2023, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $34,935, $36,958, and $40,103, respectively. Deferred revenue related to the Companys gift cards was $82,452 and $84,854, respectively, at August 01, 2025 and August 02, 2024, and is included in the deferred revenue on the Consolidated Balance Sheets. Loyalty Program During the first quarter of 2024, the Company launched its customer loyalty program, Cracker Barrel Rewards, which allows members to earn points (pegs) for each qualifying purchase in store or online. Pegs earned are then converted to rewards upon reaching certain thresholds. These rewards may be redeemed on future restaurant or retail purchases in store or online. The estimation of the standalone selling price of pegs and other rewards issued to customers involves several assumptions, primarily the estimated value of the product for which the reward is expected to be redeemed and the probability that the pegs or …

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6. Segment Information The Company represents a single, integrated operation with two related and substantially integrated product lines. The operating expenses of the restaurant and retail product lines of a store are shared and are indistinguishable in many respects. As such, the Company has determined it operates as one operating segment and one reportable segment. All of the Companys operations are located within the United States. The Companys chief operating decision maker (CODM) is the Companys Chief Executive Officer. 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 Companys reportable segment and consolidated net income: 2025 2024 2023 Total revenue $ 3,483,684 $ 3,470,762 $ 3,442,808 Restaurant cost of goods sold (exclusive of depreciation and rent) 748,455 743,390 769,295 Retail cost of goods sold (exclusive of depreciation and rent) 332,574 344,241 358,322 Labor and other related expenses 1,254,668 1,271,555 1,208,669 Other store operating expenses (a) 394,621 375,789 361,876 Advertising expense 119,397 112,793 89,798 Store-level supplies …

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11. Commitments and Contingencies The Company and its subsidiaries are party to various legal and regulatory proceedings and claims incidental to their business in the ordinary course. In the opinion of management, based upon information currently available, the ultimate liability with respect to these contingencies will not materially affect the Companys financial statements. Related to its insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit guarantees to certain insurers. As of 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 Companys borrowing availability under its 2025 Revolving Credit Facility. See Note 4 for additional information regarding the Companys 2025 Revolving Credit Facility. The Company has entered into lease guarantees in connection with the assignment to third-party lessees of certain Cracker Barrel and MSBC leases following closure of the related store locations. The Company is only obligated to perform the new lessees lease obligations in the event of non-performance by such lessees for a specified period. The guarantees have varying terms with the latest expiring in March 2033. As of 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 …

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4. Debt On May 16, 2025, the Company entered into a five-year $800,000 credit facility (the 2025 Credit Facility). The 2025 Credit Facility consists of a $550,000 revolving credit facility (the 2025 Revolving Credit Facility), which includes an up to $25,000 swingline subfacility and an up to $75,000 letter of credit subfacility. The 2025 Credit Facility also provides for an uncommitted accordion feature that allows the Company to increase the 2025 Revolving Credit Facility by up to $200,000 , plus any additional amount that would not cause the Company to exceed a consolidated total leverage ratio of 3.50 to 1.00 (subject to securing additional commitments from existing lenders or new lending institutions). The 2025 Credit Facility also initially provided for a $250,000 delayed draw term loan facility (the Delayed Draw Term Facility), which was terminated on June 13, 2025 in connection with the Companys issuance and sale of $345,000 aggregate principal amount of the 2030 Notes. See further information regarding the 2030 Notes described below. 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 Companys borrowing availability under the 2025 Revolving Credit Facility (see Note 11 for more information on the Companys standby letters of credit). As of May 01, 2026, the Company had $541,297 in borrowing availability under the 2025 Revol …

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Quarter Ended Nine Months Ended May 01, May 02, May 01, May 02, 2026 2025 2026 2025 Revenue: Restaurant $ 658,399 $ 679,341 $ 2,003,325 $ 2,113,090 Retail 138,968 141,806 466,047 502,585 Total revenue $ 797,367 $ 821,147 $ 2,469,372 $ 2,615,675 …

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2. Fair Value Measurements The Companys assets measured at fair value on a recurring basis at May 01, 2026 were as follows: Total Fair Level 1 Level 2 Level 3 Value Cash equivalents* $ 17,001 $ $ $ 17,001 Total $ 17,001 $ $ $ 17,001 Deferred compensation plan assets** 24,077 Total assets at fair value $ 41,078 The Companys assets measured at fair value on a recurring basis at August 01, 2025 were as follows: Total Fair Level 1 Level 2 Level 3 Value Cash equivalents* $ 27,501 $ $ $ 27,501 Total $ 27,501 $ $ $ 27,501 Deferred compensation plan assets** 22,700 Total assets at fair value $ 50,201 *Consists of money market fund investments. **Represents plan assets invested in mutual funds established under a rabbi trust for the Companys non-qualified savings plan and is included in the Condensed Consolidated Balance Sheets as other assets. The Companys money market fund investments are measured at fair value using quoted market prices. The Companys deferred compensation plan assets are measured based on net asset value per share as a practical expedient to estimate fair value. The fair values of the Companys 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 May 01, 2026 or August 01, 2025. The fair value of the Companys variable rate debt, based on quoted market prices, which are considered Level 1 inputs, approximates its carrying am …

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9. 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.

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8. Leases The Company has ground leases for its leased stores and office space leases that are recorded as operating leases under various non-cancellable operating leases. The Company also leases advertising billboards, vehicle fleets, and certain equipment under various non-cancellable operating leases. Additionally, the Company completed sale-leaseback transactions in 2009, 2020 and 2021 (see section below entitled Sale and Leaseback Transactions); all the properties qualified for sale and leaseback and operating lease accounting classification. To determine whether a contract is or contains a lease, the Company determines at contract inception whether it contains the right to control the use of an identified asset for a period of time in exchange for consideration. If the contract has the right to obtain substantially all of the economic benefit from use of the identified asset and the right to direct the use of the identified asset, the Company recognizes a right-of-use asset and lease liability. The Companys leases all have varying terms and expire at various dates through 2060. Restaurant real estate leases typically have base terms of ten years with four to five optional renewal periods of five years each. The Company uses a lease life that generally begins on the commencement date, including the rent holiday periods, and generally extends through certain renewal periods that can be exercised at the Companys option. During rent holiday periods, which include the pre-op …

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Recent Accounting Pronouncements Not Yet Adopted Income Tax Disclosures In December 2023, the FASB issued new income tax disclosure requirements which require disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. These new disclosure requirements are effective for annual periods beginning after December 15, 2024 and allow for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the effect of adopting these new disclosure requirements on its consolidated financial statements and related disclosures in the fourth quarter of 2026. Disaggregation of Income Statement Expenses In November 2024, the FASB issued new disclosure requirements which require disaggregated information about certain income statement line items. These new disclosure requirements are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. These disclosure requirements may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the effect of adopting these new disclosure requirements on its consolidated financial statements and related disclosures in 2028 as well as interim disclosures …

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7. Revenue Recognition Revenue consists primarily of sales from restaurant and retail operations. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a restaurant guest, retail customer or other customer. The Companys policy is to present sales in the Condensed Consolidated Statements of Income on a net presentation basis after deducting sales tax. Disaggregation of revenue Total revenue was comprised of the following for the specified periods: Quarter Ended Nine Months Ended May 01, May 02, May 01, May 02, 2026 2025 2026 2025 Revenue: Restaurant $ 658,399 $ 679,341 $ 2,003,325 $ 2,113,090 Retail 138,968 141,806 466,047 502,585 Total revenue $ 797,367 $ 821,147 $ 2,469,372 $ 2,615,675 Restaurant Revenue The Company recognizes revenues from restaurant sales when payment is tendered at the point of sale, as the Companys performance obligation to provide food and beverages is satisfied. Retail Revenue The Company recognizes revenues from retail sales when payment is tendered at the point of sale, as the Companys performance obligation to provide merchandise is satisfied. Ecommerce sales, including shipping revenue, are recorded upon delivery to the customer. Additionally, estimated sales returns are calculated based on return history and sales levels. Gift Card Breakage Included in restaurant and retail revenue is gift card breakage. Customer purchases of gift cards, to be utilized at the Companys stores, …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

6. Segment Information The Company represents a single, integrated operation with two related and substantially integrated product lines. The operating expenses of the restaurant and retail product lines of a store are shared and are indistinguishable in many respects. As such, the Company has determined it operates as one operating segment and one reportable segment. All of the Companys operations are located within the United States. The Companys chief operating decision maker (the CODM) is the Companys Chief Executive Officer. 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 Companys reportable segment and consolidated net income: Quarter Ended Nine Months Ended May 01, May 02, May 01, May 02, 2026 2025 2026 2025 Total revenue $ 797,367 $ 821,147 $ 2,469,372 $ 2,615,675 Restaurant cost of goods sold (exclusive of depreciation and rent) 171,832 177,896 535,149 559,873 Retail cost of goods sold (exclusive of depreciation and rent) 69,141 69,384 246,889 256,140 Labor and other related expenses 302,083 304,781 919,110 938,342 Other store operating expe …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing