Every material Form 8-K Cracker Barrel filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Cracker Barrel reported a first-quarter fiscal 2026 GAAP net loss of $24.6 million, or $1.10 per diluted share, compared with net income of $4.8 million, or $0.22 per share, a year earlier. The company cut its fiscal 2026 adjusted EBITDA outlook to $70 million to $110 million from $150 million to $190 million, and lowered its revenue outlook, which signals weaker expected profit and sales for shareholders.
Total revenue fell 5.7% to $797.2 million; comparable store restaurant sales decreased 4.7% and comparable store retail sales decreased 8.5%.
Adjusted loss per diluted share was $0.74, versus adjusted earnings of $0.45 a year earlier; adjusted EBITDA was $7.2 million, compared with $45.8 million.
Fiscal 2026 revenue outlook was lowered to $3.2 billion to $3.3 billion from $3.35 billion to $3.45 billion.
The quarterly dividend was declared at $0.25 per share, payable February 11, 2026, to holders of record as of January 16, 2026.
Cracker Barrel director Gilbert Dávila resigned from the board effective immediately on November 20, 2025, and the board size was reduced from ten to nine members. The same day, shareholders approved an amendment to the 2020 Omnibus Incentive Plan at the annual meeting, and the inspector of election certified the final voting results on November 21, 2025. The filing does not give a reason for the resignation.
Gilbert Dávila resigned from the Board of Directors effective November 20, 2025; the filing gives no reason.
Board size reduced from ten to nine members.
Dávila was not among the nine directors elected: he received 6,716,130 for votes and 9,570,461 against.
Shareholders approved the 2020 Omnibus Incentive Plan amendment and say-on-pay (12,878,011 for, 3,325,141 against).
Cracker Barrel announced leadership and organizational changes, including the October 2, 2025 departure of Senior Vice President and Chief Restaurant and Retail Operations Officer Cammie Spillyards-Schaefer, whose role was eliminated. The company said the restructuring reduces layers in the organization and is intended to sharpen its focus on food and guest experience, with no financial results or guidance included in the filing.
Cammie Spillyards-Schaefer's departure and elimination of her SVP role were effective October 2, 2025
Doug Hisel promoted to SVP, Store Operations; Thomas Yun rejoins as VP, Menu Strategy & Innovation
Heather Hager and Heather Gammon take on expanded roles after Laura Daily's announced retirement
The company is ending its engagement with consultancy Prophet
Cracker Barrel reported fourth quarter fiscal 2025 revenue of $868.0 million, down 2.9% from the prior year, and GAAP earnings of $0.30 per diluted share versus $0.81 a year earlier. Its fiscal 2026 outlook calls for revenue of $3.35 billion to $3.45 billion and adjusted EBITDA of $150 million to $190 million, compared with fiscal 2025 revenue of $3.48 billion and adjusted EBITDA of $224.3 million, and the board authorized a $100 million share repurchase program.
Q4 fiscal 2025 revenue was $868.0 million, down 2.9%; excluding the 53rd week in the prior year, revenue rose 4.4%
Q4 GAAP net income was $6.8 million and GAAP diluted EPS was $0.30, versus $0.81 a year earlier; adjusted diluted EPS was $0.74 versus $0.98
Fiscal 2026 outlook: revenue of $3.35 billion to $3.45 billion, assuming comparable store traffic decline of 4% to 7%, and adjusted EBITDA of $150 million to $190 million
Board authorized up to $100 million in share repurchases and declared a $0.25 quarterly dividend payable November 12, 2025
Cracker Barrel closed on June 13, 2025, its sale of $345 million of 1.75% convertible senior notes due 2030, including the full exercise of the initial purchasers' $45 million option. The company used about $145.9 million of the net proceeds to repurchase $150.0 million of its 0.625% convertible notes due 2026, and about $16.5 million to enter capped call transactions meant to reduce potential dilution from conversions. For shareholders, the filing shows added long-term debt and a conversion price about 32.5% above the June 10, 2025 closing reference price.
Notes: $345 million principal, 1.75% interest, maturing September 15, 2030; net proceeds about $333.9 million
Initial conversion price about $72.23 per share, a 32.5% premium over the $54.51 reference price on June 10, 2025
Capped calls: initial cap price about $87.22; cost about $16.5 million; expire September 15, 2030
Net proceeds also used to repurchase $150.0 million of 2026 notes for about $145.9 million
Cracker Barrel reported fiscal 2025 third-quarter total revenue of $821.1 million, up 0.5%, and GAAP net income of $12.6 million, compared with a net loss of $9.2 million a year earlier. Adjusted earnings per diluted share fell to $0.58 from $0.88, while the company raised its fiscal 2025 adjusted EBITDA outlook to $215 million to $225 million.
Q3 GAAP earnings per diluted share were $0.56, versus a loss of $0.41 a year earlier; adjusted EPS was $0.58, versus $0.88
Q3 adjusted EBITDA was $48.1 million, up 0.4% from $47.9 million
Fiscal 2025 adjusted EBITDA outlook raised to $215 million to $225 million from $210 million to $220 million; revenue outlook of $3.45 billion to $3.50 billion unchanged
Quarterly dividend of $0.25 per share payable August 13, 2025, to holders of record as of July 18, 2025
Cracker Barrel's board elected Steve Bramlage, the chief financial officer of Casey's General Stores, as a director effective immediately, and increased the board from nine to ten members. Bramlage has not yet been appointed to any board committees, and his director pay will be prorated for his partial year of service.
Bramlage was elected May 21, 2025, to serve until the company's next annual shareholder meeting.
He has been CFO of Casey's General Stores since May 2020, and previously was CFO of Aramark (April 2015 to April 2020).
The board size rose from nine to ten members, effective with his appointment.
He will receive outside director compensation, with the initial retainer and equity grant prorated for 2025.
On May 16, 2025, Cracker Barrel entered a new credit agreement with Bank of America as administrative agent that cuts its revolving facility to $550.0 million from $700.0 million and adds a $250.0 million delayed draw term loan. While the term loan is outstanding, cash dividends and share repurchases are capped at $100.0 million in any consecutive twelve-month period, and the board adopted amended bylaws the same day that add majority voting in uncontested director elections, proxy access, and a shareholder cost reimbursement provision.
New revolving facility capped at $550.0 million, replacing the $700.0 million facility under the 2022 Credit Agreement, which was terminated May 16, 2025
$250.0 million delayed draw term loan available until June 15, 2026; principal under the new facility is due May 16, 2030, or earlier if the 0.625% convertible notes due 2026 remain outstanding on March 16, 2026
Dividends and buybacks capped at $100.0 million in any consecutive twelve months while delayed draw loans are outstanding
Bylaws add proxy access for holders of at least 3% for three years and a reimbursement provision of up to $5 million in certain repeat nomination cases
Cracker Barrel reported second quarter fiscal 2025 revenue of $949.4 million, up 1.5% from a year earlier, and GAAP diluted earnings per share of $0.99, down 16.8%. The company raised its fiscal 2025 adjusted EBITDA outlook to $210 million to $220 million from $200 million to $215 million, while GAAP net income fell 16.3% to $22.2 million.
Second quarter total revenue was $949.4 million, up 1.5%, with comparable store restaurant sales up 4.7%.
GAAP diluted EPS was $0.99, down from $1.19; adjusted diluted EPS was $1.38, up from $1.26.
Fiscal 2025 adjusted EBITDA outlook raised to $210 million to $220 million from $200 million to $215 million.
Board declared a quarterly dividend of $0.25 per share, payable May 14, 2025, to holders of record as of April 11, 2025.
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