{"url_path":"/sec/cbrl/8-k/2026-07-20/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1067294/0001104659-26-085071-index.html","accession_number":"0001104659-26-085071","cik":"0001067294","ticker":"CBRL","issuer_name":"CRACKER BARREL OLD COUNTRY STORE, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1067294/0001104659-26-085071-index.html","primary_entity_key":"0001067294","primary_entity_name":"CRACKER BARREL OLD COUNTRY STORE, INC"},"word_count":1259,"has_tables":true,"body_markdown":"**Item 8.01.**\n**Other Events.**\n\n \n\n*Sale-Leaseback Transaction*\n\n \n\nEffective as of July 17, 2026, Cracker Barrel\nOld Country Store, Inc., a Tennessee corporation (the “Company”), and certain of its subsidiaries completed a sale-leaseback\ntransaction (the “Sale-Leaseback”), pursuant to which the Company sold 26 properties (the “Subject Properties”)\nat which the Company operates Cracker Barrel stores to an institutional real estate investor. The estimated net proceeds from the Sale-Leaseback,\nafter payment of fees and expenses, are expected to be approximately $77 million. The Company expects to use the proceeds of the Sale-Leaseback,\nafter payment of fees and expenses, to repay outstanding indebtedness under its revolving credit facility.\n\n \n\nIn connection with the Sale-Leaseback, the Company\nor the applicable subsidiary of the Company entered into a series of lease agreements with the purchaser of the Subject Properties, effective\nas of July 17, 2026 (each, a “Lease”). Each Lease has a maximum term of up to 40 years in the aggregate, inclusive of Company\nrenewal options. Initial annual lease payments under the Leases for the Subject Properties will be approximately $5.7 million in the aggregate\nand will be subject to fixed annual increases. The Leases are classified as absolute triple net leases, and the Company remains responsible\nfor all taxes, insurance and maintenance related to the Subject Properties.\n\n \n\n*MSBC Impairment Charge and Exit Costs*\n\n \n\nOn July 20, 2026, the Company sold certain assets\nused in its Maple Street Biscuit Company (“MSBC”) business, including the MSBC trademarks and other intellectual property\nand the assets used in 35 MSBC locations, to a third party. Simultaneously with such asset sale, the Company announced that the remaining\n16 MSBC locations would be closed. In connection with the divestiture of such MSBC assets and closure of the remaining MSBC stores, the\nCompany expects to record, in the financial results for its fourth quarter ending July 31, 2026, non-cash charges of approximately $37\nmillion to $39 million, consisting of a non-cash impairment charge of approximately $10 million to $11 million and a non-cash loss on\nsale charge of approximately $27 million to $28 million. In addition, the Company expects to incur additional cash charges related to\nseverance payments and lease termination and other exit costs of approximately $6 million to $8 million, some of which are expected to\nbe incurred in the fiscal fourth quarter of 2026 and some in the Company’s fiscal year 2027. The estimated charges and costs that\nthe Company expects to incur in connection with the MSBC divestiture and closure are preliminary and are subject to assumptions that may\nchange. Actual charges and costs may differ from such estimates.\n\n \n\n \n\n \n\n \n\n*Cautionary Note Regarding Forward-Looking Statements*\n\n \n\nThis Current Report on Form 8-K includes forward-looking\nstatements concerning the Company’s expectations, anticipations, intentions, beliefs or strategies regarding the Sale-Leaseback,\nthe use of proceeds therefrom and the divestiture and closure of its MSBC business. These and similar statements regarding events or results\nthat the Company expects will or may occur in the future are forward-looking statements concerning matters that involve risks, uncertainties\nand other factors which may cause the actual results and performance of the Company to differ materially from those expressed or implied\nby such forward-looking statements. All forward-looking information is provided pursuant to the safe harbor established under the Private\nSecurities Litigation Reform Act of 1995 and should be evaluated in the context of these risks, uncertainties and other factors. Forward-looking\nstatements generally can be identified by the use of forward-looking terminology such as “trends,” “assumptions,”\n“target,” “guidance,” “outlook,” “opportunity,” “future,” “plans,”\n“goals,” “objectives,” “expectations,” “near-term,” “long-term,” “projection,”\n“may,” “will,” “would,” “could,” “expect,” “intend,” “estimate,”\n“anticipate,” “believe,” “potential,” “regular,” “should,” “projects,”\n“forecasts,” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology.\nThe Company believes that the assumptions underlying any forward-looking statements are reasonable; however, any of the assumptions could\nbe inaccurate, and therefore, actual results may differ materially from those projected in or implied by the forward-looking statements.\nIn addition to the risks of ordinary business operations, factors and risks that may result in actual results differing from this forward-looking\ninformation include, but are not limited to risks and uncertainties associated with inflationary conditions with respect to the price\nof commodities, ingredients, transportation, distribution and labor; disruptions to the Company’s restaurant or retail supply chain;\neffects of changes in international, national, regional and local economic and market conditions (such as the imposition of trade barriers\nor other changes in trade policy) on our business; the Company’s ability to manage retail inventory and merchandise mix; the Company’s\nability to sustain or the effects of plans intended to improve operational or marketing execution and performance or liquidity; the impact\nof adverse or extreme weather events on sales and customer travel; the effects of increased competition at the Company’s locations\non sales and on labor recruiting, cost, and retention; consumer behavior based on negative publicity or changes in consumer health or\ndietary trends or safety aspects of the Company’s food or products or those of the restaurant industry in general, including concerns\nabout outbreaks of infectious disease; the effects of the Company’s indebtedness and associated restrictions on the Company’s\nfinancial and operating flexibility and ability to execute or pursue its operating plans and objectives; changes in interest rates, increases\nin borrowed capital or capital market conditions affecting the Company’s financing costs and ability to refinance its indebtedness,\nin whole or in part; the Company’s reliance on a single distribution facility and certain significant vendors, particularly for\nforeign-sourced retail products; information technology disruptions and data privacy and information security breaches, whether as a result\nof infrastructure failures, employee or vendor errors or actions of third parties; the Company’s compliance with privacy and data\nprotection laws; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting\ntax, health and safety, animal welfare, pensions, insurance or other undeterminable areas; the actual results of pending, future or threatened\nlitigation or governmental investigations; or the Company’s ability to manage the impact of negative social media attention and\nthe costs and effects of negative publicity; the impact of activist shareholders; the Company’s ability to achieve aspirations,\ngoals and projections related to its sustainability initiatives; the Company’s ability to enter successfully into new geographic\nmarkets that may be less familiar to it; changes in land, building materials and construction costs; the availability and cost of suitable\nsites for restaurant development and the Company’s ability to identify those sites; the Company’s ability to retain key personnel;\nthe ability of and cost to the Company to recruit, train, and retain qualified hourly and management employees; uncertain performance\nof acquired businesses, strategic investments and other initiatives that the Company may pursue from time to time; the effects of business\ntrends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; general or regional\neconomic weakness, business and societal conditions; discretionary income or personal expenditure activity of the Company’s customers;\nimplementation of new or changes in interpretation of existing accounting principles generally accepted in the United States of America\n(“GAAP”); and other factors described from time to time in the Company’s filings with the Securities and Exchange Commission,\npress releases, and other communications. Any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the\ndate on which made. The Company expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statements\nmade herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances\non which any such statements are based."}