What the changes say
- Strategic initiatives now emphasize system-wide execution, customer acceptance, branding backlash, training, and workforce stability across hundreds of stores.
- The 2030 Notes now create a specific potential dilution and stock-price risk; 2026 Notes and related warrants are removed from these disclosures.
- Store-location risk shifts from remodeling and local demographics toward site competition, staffing, lease terms, and new-store normalization periods.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
Failure to successfully implement our strategic priorities and initiatives may have an adverse effect on our business, results of operations and financial condition
Strategic initiatives may fail during system-wide rollout because customers reject changes, branding draws backlash, or training and workforce execution prove inconsistent.
- NewRisks Related to Our Capital Structure
Conversion of the 2030 Notes may dilute the ownership interest of existing shareholders
Converting the 2030 Notes partly into common stock could dilute existing shareholders, while resales could pressure the stock price.
Dropped
- DroppedRisks 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
- DroppedRisks 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
- DroppedRisks 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
- DroppedRisks Related to Our Business Strategy
One 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
Failure to achieve or sustain the multi-year plan covering menus, retail, costs, margins, brand awareness, expansion, and relationships.
Reworded
- 58% rewrittenRisks Related to Our Business
Individual store locations are affected by local conditions that could change and adversely affect the carrying value of those locations, and any new stores we open may not be profitable
The risk removes remodeling and local demographic examples, while adding intense competition for sites and employees, lease-term uncertainty, and new-store adjustment periods.
Was: Individual store locations are affected by local conditions that could change and adversely affect the carrying value of those locations
- 54% rewrittenRisks Related to Our Business Strategy
We 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
No substantive wording change; it still covers strategic investments, acquisitions, integration, market acceptance, management distraction, reputation, and loyalty-program execution.
- 42% rewrittenLegal and Regulatory Risks
Our business could be negatively affected as a result of actions of activist shareholders
The specific Biglari ownership disclosure is removed, while potential future activist engagements are described as costly, disruptive, time-consuming, and distracting.
- 32% rewrittenLegal and Regulatory Risks
Our advertising is heavily dependent on billboards, which are highly regulated, and our marketing strategy may be ineffective, which may have an adverse effect on our business, results of operations and financial condition
The wording now emphasizes increasing use of costly traditional and digital advertising, without referring to an ongoing marketing-strategy evolution.
Was: Our 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
- 31% rewrittenRisks Related to Our Capital Structure
Provisions in the indentures governing the 2030 Notes could delay or discourage a takeover of us
The risk now covers only the 2030 Notes, removing 2026 Notes and adding potential effects on removing management or blocking favorable acquisitions.
Was: Provisions in the indentures governing the 2026 Notes or the 2030 Notes could delay or discourage a takeover of us
- 29% rewrittenRisks Related to Our Business Strategy
The loss of key executives or difficulties in recruiting and retaining qualified personnel could jeopardize our future growth and success
No substantive wording change; it continues to address losing executives and recruiting or retaining restaurant and retail personnel.
- 29% rewrittenRisks Related to Our Capital Structure
We are subject to counterparty risk with respect to the capped call transactions
The risk now excludes hedge counterparties and says exposure generally rises with the common-stock price and its volatility.
Was: We are subject to counterparty risk with respect to the convertible note hedge transactions and capped call transactions
- 26% rewrittenRisks Related to IT Systems, Cybersecurity and Data Privacy
A 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
No substantive wording change; it continues to address information-technology reliability, security, capacity, infiltration attempts, and cyber-attacks.
- 23% rewrittenRisks Related to Our Capital Structure
We may be unable to raise the funds necessary to repurchase 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 2030 Notes or pay cash upon their conversion
Was: 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
All 31 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 effective
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 condition
- 04Failure to successfully implement our strategic priorities and initiatives 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
- 07Individual store locations are affected by local conditions that could change and adversely affect the carrying value of those locations, and any new stores we open may not be profitable58% rewritten
Risks Related to Our Capital Structure
- 08We may be unable to raise the funds necessary to repurchase 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 2030 Notes or pay cash upon their conversion23% rewritten
- 09Provisions in the indentures governing the 2030 Notes could delay or discourage a takeover of us31% rewritten
- 10The capped call transactions in connection with the 2030 Notes may affect the value of our common stock
- 11We are subject to counterparty risk with respect to the capped call transactions29% rewritten
- 12Conversion of the 2030 Notes may dilute the ownership interest of existing shareholdersnew
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 condition
- 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 condition
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 condition26% rewritten
- 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 marketing strategy may be ineffective, which may have an adverse effect on our business, results of operations and financial condition32% rewritten
- 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 shareholders42% 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 success29% rewritten
- 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 investment54% rewritten
- 25Failure to adequately address sustainability matters could adversely affect our brand, business, results of operations and financial condition
- 26General 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
- 27Our business is somewhat seasonal and also can be affected by extreme weather conditions and natural disasters, social unrest or other catastrophic events
- 28Our current insurance programs may expose us to unexpected costs, which may have an adverse effect on our business, financial condition and results of operations
- 29Our 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
- 30Our 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
- 31Failure of our internal control over financial reporting could adversely affect our business and financial results
Other Cracker Barrel Old Country Store 10-Ks
- 2025 10-K risk factors
33 risks, 3 new, 3 dropped, 10 reworded since the prior year. 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.
Filed Sep 26, 2025 - 2024 10-K risk factors
33 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
Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.