CB乡村店：2024年度报告

Securities registered pursuant to Section12(g)of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YesþNo¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes¨Noþ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports) and (2)has beensubject to such filing requirements for the past 90days. YesþNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).YesþNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, ”smaller reporting company”, and“emerging growth company” in Rule12b-2 of the Exchange Act. 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 complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management assessment of the effectiveness ofinternal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☑ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Yes☐Noþ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes¨Noþ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐Noþ The aggregate market value of voting stock held by non-affiliates of the registrant as of January 31, 2025 (the last business day of theregistrant’s most recently completed second fiscal quarter) was $1,441,040,212. As of September 12, 2025, there were22,268,694shares of common stock outstanding. Partof Form10-Kinto which incorporatedPartIII 1.Proxy Statement for Annual Meeting ofShareholders to be held November20, 2025(the “2025 Proxy Statement”) PART I INTRODUCTION3ITEM 1.BUSINESS7ITEM1A.RISK FACTORS15ITEM1B.UNRESOLVED STAFF COMMENTS32ITEM1C.CYBERSECURITY32ITEM 2.PROPERTIES34ITEM 3.LEGAL PROCEEDINGS35ITEM 4.MINE SAFETY DISCLOSURES35INFORMATION ABOUT OUR EXECUTIVE OFFICERS36 PART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES38ITEM 6.RESERVED38ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS38ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.55ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA56ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE86ITEM9A.CONTROLS AND PROCEDURES86ITEM9B.OTHER INFORMATION89ITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THATPREVENT INSPECTIONS89 PART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATEGOVERNANCE89ITEM 11.EXECUTIVE COMPENSATION89ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS90ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE90ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES90 PART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES90INDEX TO EXHIBITS90SIGNATURES94 INTRODUCTION General Unless the context otherwise requires, references to “Company,” “we,” “us,” and “our”refer to Cracker Barrel Old Country Store, Inc. and its direct and indirect wholly ownedsubsidiaries. This report contains references toyears that are the Company’s 52-week or53-week fiscal year, which ends on the Friday nearest July 31stin the calendar year. Theperiods presented in our financial statements are the fiscalyears ended August 01, 2025(“2025”), August 02, 2024 (“2024”) and July 28, 2023 (“2023”), respectively. Each of theseperiods has 52 weeks except for 2024, which consisted of 53 weeks. All of the discussion inthis report should be read with, and is qualified in its entirety by, the Consolidated Financ