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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): July 17, 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 2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
To the extent applicable, the information set
forth in Item 8.01 under the heading “Sale-Leaseback Transaction” is incorporated by reference into this Item 2.03.
| Item 2.05. |
Costs Associated with Exit or Disposal Activities. |
To the extent applicable, the information set
forth in Item 8.01 under the heading “MSBC Impairment Charge and Exit Costs” is incorporated by reference into this Item 2.05.
| Item 2.06. |
Material Impairments. |
To the extent applicable, the information set
forth in Item 8.01 under the heading “MSBC Impairment Charge and Exit Costs” is incorporated by reference into this Item 2.06.
| Item 7.01. |
Regulation FD Disclosure. |
On July 20, 2026, the Company issued a press release
announcing the Sale-Leaseback and the MSBC divestiture and closure discussed in Item 8.01. A copy of the press release is furnished herewith
as Exhibit 99.1 and is incorporated herein by reference.
Sale-Leaseback Transaction
Effective as of July 17, 2026, Cracker Barrel
Old Country Store, Inc., a Tennessee corporation (the “Company”), and certain of its subsidiaries completed a sale-leaseback
transaction (the “Sale-Leaseback”), pursuant to which the Company sold 26 properties (the “Subject Properties”)
at which the Company operates Cracker Barrel stores to an institutional real estate investor. The estimated net proceeds from the Sale-Leaseback,
after payment of fees and expenses, are expected to be approximately $77 million. The Company expects to use the proceeds of the Sale-Leaseback,
after payment of fees and expenses, to repay outstanding indebtedness under its revolving credit facility.
In connection with the Sale-Leaseback, the Company
or the applicable subsidiary of the Company entered into a series of lease agreements with the purchaser of the Subject Properties, effective
as of July 17, 2026 (each, a “Lease”). Each Lease has a maximum term of up to 40 years in the aggregate, inclusive of Company
renewal options. Initial annual lease payments under the Leases for the Subject Properties will be approximately $5.7 million in the aggregate
and will be subject to fixed annual increases. The Leases are classified as absolute triple net leases, and the Company remains responsible
for all taxes, insurance and maintenance related to the Subject Properties.
MSBC Impairment Charge and Exit Costs
On July 20, 2026, the Company sold certain assets
used in its Maple Street Biscuit Company (“MSBC”) business, including the MSBC trademarks and other intellectual property
and the assets used in 35 MSBC locations, to a third party. Simultaneously with such asset sale, the Company announced that the remaining
16 MSBC locations would be closed. In connection with the divestiture of such MSBC assets and closure of the remaining MSBC stores, the
Company expects to record, in the financial results for its fourth quarter ending July 31, 2026, non-cash charges of approximately $37
million to $39 million, consisting of a non-cash impairment charge of approximately $10 million to $11 million and a non-cash loss on
sale charge of approximately $27 million to $28 million. In addition, the Company expects to incur additional cash charges related to
severance payments and lease termination and other exit costs of approximately $6 million to $8 million, some of which are expected to
be incurred in the fiscal fourth quarter of 2026 and some in the Company’s fiscal year 2027. The estimated charges and costs that
the Company expects to incur in connection with the MSBC divestiture and closure are preliminary and are subject to assumptions that may
change. Actual charges and costs may differ from such estimates.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking
statements concerning the Company’s expectations, anticipations, intentions, beliefs or strategies regarding the Sale-Leaseback,
the use of proceeds therefrom and the divestiture and closure of its MSBC business. 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.
| 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 July 20, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as 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: July 20, 2026
|
CRACKER BARREL OLD COUNTRY STORE, INC. |
| |
|
| |
By: |
/s/ Jennifer Lankford |
| |
Name: |
Jennifer Lankford |
| |
Title: |
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
| Investor Contact: |
Adam Hanan |
| |
(615) 443-9887 |
| |
|
| Media Contact: |
Heidi Pearce |
| |
(615) 235-4135 |
CRACKER BARREL ANNOUNCES STRATEGIC ACTIONS
Completes Sale-Leaseback Transaction for 26
Cracker Barrel Stores and Divests Maple Street Biscuit Company
Company Raises Profitability Outlook for Fiscal
2026
LEBANON, Tenn. – July
20, 2026 – Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL)
today announced two strategic actions.
Sale-Leaseback Transaction
Cracker Barrel completed a sale-leaseback transaction
with an institutional real estate investor for 26 Company-owned Cracker Barrel store locations, generating net proceeds of approximately
$77 million. The Company intends to deploy the proceeds towards debt reduction. The transaction is tax efficient and enables the Company
to utilize capital loss carryforwards that otherwise would have expired.
Maple Street Biscuit Company Divestiture
Cracker Barrel also completed the sale of certain assets used in its
Maple Street Biscuit Company (“MSBC”) business, including the MSBC trademark and the assets used in 35 MSBC locations to Biscuit
Belly, LLC. Simultaneously with the completion of this sale, the Company announced that the remaining 16 MSBC locations will be closed.
In connection with the divestiture, the Company expects to recognize
non-cash charges1 of approximately $37 million to $39 million during the fourth quarter of fiscal 2026. The Company anticipates
additional cash charges1 of approximately $6 million to $8 million associated with exiting the business, some of which are
expected to be incurred in the fourth quarter of fiscal 2026 and some in fiscal 2027. MSBC contributed less than 2% of Cracker Barrel’s
annual revenue, and this divestiture is expected to be accretive to adjusted EBITDA2 beginning in fiscal 2027.
“These efforts reflect the discipline we bring to managing our
business and balance sheet as we position Cracker Barrel for long-term success and shareholder value creation,” said Julie Masino,
President and Chief Executive Officer. “Our sale-leaseback transaction will allow us to opportunistically reduce debt while monetizing
a portion of our owned real estate at an attractive valuation. Divesting Maple Street sharpens our focus on the core Cracker Barrel brand
and is expected to improve profitability. Combined with our improved fiscal 2026 outlook and reduced leverage, these actions demonstrate
the progress we are making against our strategic priorities.”
Fiscal 2026 Outlook and Q4 Business Update
Through the first eleven weeks of the Company’s
fourth quarter of fiscal 2026, comparable store restaurant sales decreased approximately 2.5% and comparable store retail sales increased
approximately 0.5% compared to the same period in the prior year.
The Company now expects to achieve or exceed the
high end of its revenue range and exceed its adjusted EBITDA2 outlook for fiscal 2026, which ends July 31, 2026. As previously
provided on June 9, 2026, Cracker Barrel anticipated total revenue of $3.27 billion to $3.30 billion and adjusted EBITDA2 of
$120 million to $125 million2.
1 The estimated charges and costs that the Company
expects to incur in connection with the MSBC divestiture and closure are preliminary and are subject to assumptions that may change. Actual
charges and costs may differ from such estimates.
2Adjusted EBITDA is a non-GAAP financial measure.
For a definition of this non-GAAP measure and a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure for
historical periods, please refer to the Reconciliation of GAAP-Basis Operating Results to Non-GAAP Operating Results section of the June
9, 2026 earnings release. The Company has determined to provide guidance focused on adjusted EBITDA 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 EBITDA 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.
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, the brand continues to honor its heritage while welcoming everyone with more than
a meal. For more information, visit CrackerBarrel.com.
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.
- END -