What the changes say
- Cracker Barrel updated its risk factors to account for the issuance of 2030 Notes and associated capped call transactions.
- The company highlighted strategic plan execution risks, specifically citing negative consumer feedback on an updated logo in fiscal 2026.
What changed since the prior 10-K
New
- NewRisks Related to Macroeconomic and Industry Conditions
Purchase price volatility and inflationary conditions may adversely affect our business, results of operations and financial performance, and measures we take to offset or mitigate such conditions may not be effective
Inflationary pressures, commodity price volatility for items like beef, pork, chicken, dairy, and produce, and potential tariffs can increase costs and reduce operating margins.
- NewRisks Related to Our Business
Failure to achieve the goals or sustain the results of our multi-year strategic plan may have an adverse effect on our business, results of operations and financial condition
Implementation of our multi-year strategic plan carries execution risks, and an updated logo introduced in the first quarter of 2026 generated unfavorable consumer feedback and negative publicity.
- NewRisks Related to our Capital Structure
The capped call transactions in connection with the 2030 Notes may affect the value of our common stock
Privately negotiated capped call transactions related to the 2030 Notes may affect the value of our common stock.
Dropped
- DroppedRisks Related to Our Business
In 2024, we announced a strategic transformation plan to enhance our menu and retail offerings, support our brand, improve operating margins and improve the efficiencies and effectiveness of our operations. Failure to achieve or sustain these plans could adversely affect our results of operations
- DroppedRisks Related to Supply Chains
Our risks are heightened because of our single retail distribution facility and our potential inability or failure to execute on a comprehensive business continuity plan following a major disaster at or near our corporate facility could adversely affect our business
Strategic transformation plan execution and sustainability risks.
- DroppedLegal and Regulatory Risks
We are subject to a number of risks relating to federal, state and local regulation of our business, including the areas of health care reform and environmental matters, and an insufficient or ineffective response to government regulation may increase our costs and decrease our profit margins
Reworded
- 64% rewrittenRisks Related to Supply Chains
Our ability to manage our retail inventory levels and changes in merchandise mix may have an adverse effect on our business, results of operations and financial condition
Retitled to emphasize inventory levels and merchandise mix; underlying text remains identical.
Was: Our ability to manage our retail inventory levels and changes in merchandise mix may adversely affect our business
- 60% rewrittenRisks Related to our Capital Structure
The convertible note hedge and warrant transactions in connection with the 2026 Notes may affect the value of our common stock
Updated to specify that convertible note hedge transactions are connected to the 2026 Notes and involve specific counterparties.
Was: The convertible note hedge and warrant transactions may affect the value of the notes and our common stock
- 42% rewrittenRisks Related to our Capital Structure
We may be unable to raise the funds necessary to repurchase the 2026 Notes or the 2030 Notes for cash following a fundamental change, or to pay the cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the 2026 Notes or the 2030 Notes or pay cash upon their conversion
Expanded to include both the 2026 Notes and the 2030 Notes regarding potential failure to repurchase or pay cash upon conversion.
Was: We may be unable to raise the funds necessary to repurchase the Notes for cash following a fundamental change, or to pay the cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the Notes or pay cash upon their conversion
- 41% rewrittenRisks Related to our Capital Structure
Provisions in the indentures governing the 2026 Notes or the 2030 Notes could delay or discourage a takeover of us
Updated to include both 2026 Notes and 2030 Notes in provisions that could discourage a takeover.
Was: Provisions in the indenture governing the Notes could delay or discourage a takeover of us
- 41% rewrittenRisks Related to Supply Chains
Our reliance on certain significant vendors, particularly for foreign-sourced retail products, subjects us to risks, which may have an adverse effect on our business, results of operations and financial condition
Retitled to focus on reliance on significant vendors, particularly for foreign-sourced retail products; underlying text unchanged.
Was: Our reliance on certain significant vendors, particularly for foreign-sourced retail products, subjects us to numerous risks, including possible interruptions in supply, which could adversely affect our business
- 31% rewrittenRisks Related to Our Business Strategy
Failure to adequately address sustainability matters could adversely affect our brand, business, results of operations and financial condition
Replaced references to ESG matters and ESG Report with sustainability matters and Sustainability Report.
Was: Failure to adequately address environmental, social and governance (“ESG”) matters, could adversely affect our brand, business, results of operations and financial condition
- 30% rewrittenRisks Related to our Capital Structure
Conversion of the 2026 Notes or the 2030 Notes or exercise of the warrants evidenced by the warrant transactions related to the 2026 Notes may dilute the ownership interest of existing shareholders, including noteholders who have previously converted their 2026 Notes or 2030 Notes
Expanded dilution and short selling risks to cover both 2026 Notes and 2030 Notes.
Was: Conversion of the Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of existing shareholders, including noteholders who have previously converted their Notes
- 30% rewrittenRisks Related to our Capital Structure
We are subject to counterparty risk with respect to the convertible note hedge transactions and capped call transactions
Added option counterparties and capped call transactions to counterparty credit and default risk disclosures.
Was: We are subject to counterparty risk with respect to the convertible note hedge transactions
- 24% rewrittenLegal and Regulatory Risks
Our business could be negatively affected as a result of actions of activist shareholders
- 23% rewrittenRisks Related to Our Business
Unfavorable publicity could harm our business. In addition, our failure to recognize, respond to and effectively manage the impact of social media may have an adverse effect on our business, results of operations and financial condition
Was: Unfavorable publicity could harm our business. In addition, our failure to recognize, respond to and effectively manage the impact of social media could materially impact our business
All 33 risk factors
Headings as the filing states them, in filing order.
Risks Related to Macroeconomic and Industry Conditions
- 01Purchase price volatility and inflationary conditions may adversely affect our business, results of operations and financial performance, and measures we take to offset or mitigate such conditions may not be effectiveNew
Risks Related to Our Business
- 02Pandemics, epidemics, endemics, and other public health concerns, or government regulation relating to the consumption of food products and widespread infectious diseases could reduce consumer traffic and may have an adverse effect on our business, results of operations and financial condition
- 03Unfavorable publicity could harm our business. In addition, our failure to recognize, respond to and effectively manage the impact of social media may have an adverse effect on our business, results of operations and financial condition23% rewritten
- 04Failure to achieve the goals or sustain the results of our multi-year strategic plan may have an adverse effect on our business, results of operations and financial conditionNew
- 05We face intense competition, and if we are unable to continue to compete effectively, our business, financial condition and results of operations may be adversely affected
- 06Failure to maximize or to successfully assert our intellectual property rights could adversely affect our business, results of operations and financial condition
Risks Related to our Capital Structure
- 07We may be unable to raise the funds necessary to repurchase the 2026 Notes or the 2030 Notes for cash following a fundamental change, or to pay the cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the 2026 Notes or the 2030 Notes or pay cash upon their conversion42% rewritten
- 08Provisions in the indentures governing the 2026 Notes or the 2030 Notes could delay or discourage a takeover of us41% rewritten
- 09The capped call transactions in connection with the 2030 Notes may affect the value of our common stockNew
- 10The convertible note hedge and warrant transactions in connection with the 2026 Notes may affect the value of our common stock60% rewritten
- 11We are subject to counterparty risk with respect to the convertible note hedge transactions and capped call transactions30% rewritten
- 12Conversion of the 2026 Notes or the 2030 Notes or exercise of the warrants evidenced by the warrant transactions related to the 2026 Notes may dilute the ownership interest of existing shareholders, including noteholders who have previously converted their 2026 Notes or 2030 Notes30% rewritten
Risks Related to Supply Chains
- 13Our reliance on certain significant vendors, particularly for foreign-sourced retail products, subjects us to risks, which may have an adverse effect on our business, results of operations and financial condition41% rewritten
- 14Our ability to manage our retail inventory levels and changes in merchandise mix may have an adverse effect on our business, results of operations and financial condition64% rewritten
Risks Related to IT Systems, Cybersecurity and Data Privacy
- 15A material disruption in our information technology, network infrastructure and telecommunication systems could have an adverse effect on our business, results of operations and financial condition
- 16If we fail or our vendors fail to comply with privacy and data protection laws or our systems are compromised, our operations could be negatively impacted and we could be subject to litigation and adverse publicity
- 17We outsource certain business processes to third-party vendors that subject us to risks, including disruptions in business and increased costs; our use of third-party technologies has increased and if we are unable to maintain our rights to these technologies, our business may be harmed
Legal and Regulatory Risks
- 18Our advertising is heavily dependent on billboards, which are highly regulated, and our evolving marketing strategy involves increased advertising and marketing costs that may have an adverse effect on our business, results of operations and financial condition
- 19Litigation may adversely affect our business, financial condition and results of operations
- 20Our business could be negatively affected as a result of actions of activist shareholders24% rewritten
- 21Provisions in our charter, Tennessee law and our shareholder rights agreement may discourage potential acquirers of the Company
Risks Related to Our Business Strategy
- 22We are dependent upon attracting and retaining qualified employees while also controlling labor costs
- 23The loss of key executives or difficulties in recruiting and retaining qualified personnel could jeopardize our future growth and success
- 24We may pursue strategic investments or initiatives now or in the future, which may not yield their expected benefits, resulting in a loss of some or all of our investment
- 25Individual store locations are affected by local conditions that could change and adversely affect the carrying value of those locations
- 26Failure to adequately address sustainability matters could adversely affect our brand, business, results of operations and financial condition31% rewritten
- 27One of the means of achieving our growth objectives is opening and operating new and profitable stores. This strategy involves numerous risks, and we may not be able to open all of our planned new stores and the new stores that we open may not be profitable or as profitable as our existing stores
- 28General economic, business and societal conditions as well as those specific to the restaurant or retail industries that are largely out of our control may have an adverse effect on our business, financial condition and results of operations
- 29Our business is somewhat seasonal and also can be affected by extreme weather conditions and natural disasters, social unrest or other catastrophic events
- 30Our current insurance programs may expose us to unexpected costs, which may have an adverse effect on our business, financial condition and results of operations
- 31Our annual and quarterly operating results may fluctuate significantly and could fall below the expectations of investors and securities analysts due to a number of factors, some of which are beyond our control, resulting either in volatility or a decline in the price of our common stock
- 32Our reported results can be affected adversely and unexpectedly by the implementation of new, or changes in the interpretation of existing, accounting principles or financial reporting requirements
- 33Failure of our internal control over financial reporting could adversely affect our business and financial results
Other Cracker Barrel Old Country Store 10-Ks
- FY2026 10-K risk factors31 risks2 new4 dropped9 reworded
Strategic initiatives now emphasize system-wide execution, customer acceptance, branding backlash, training, and workforce stability across hundreds of stores.
Filed Sep 25, 2026 - FY2024 10-K risk factors33 risks
The company relies heavily on a single retail and decorative fixture distribution facility in Lebanon, Tennessee. Billboard advertising restrictions heavily impact customer traffic along interstate highways. A strategic transformation plan aims to enhance menus and retail offerings to improve margins.
Filed Sep 27, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.