Cracker Barrel (CBRL) Appoints Convertible Notes Offering

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) today announced its intention to offer, subject to market conditions and other considerations, $275 million aggregate principal amount of convertible senior notes due 2030 (the "notes") in a private offering only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Cracker Barrel also intends to grant the initial purchasers of the notes an option to purchase, for delivery within a period of 13 days from, and including, the date the notes are first issued, up to an additional $41.25 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Cracker Barrel, will accrue interest payable semi-annually in arrears beginning on March 15, 2026 and will mature on September 15, 2030, unless earlier converted, repurchased or redeemed. Noteholders may convert their notes in certain circumstances and during specified periods. Cracker Barrel will settle conversions by paying or delivering, as applicable, cash and, if applicable, shares of its common stock, at Cracker Barrel's election, based upon the then-applicable conversion rate. The notes will also be redeemable, in whole or in part, for cash at Cracker Barrel's option at any time on or after September 15, 2028 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Cracker Barrel's common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.

Cracker Barrel intends to use a portion of the net proceeds from this offering to pay the cost of entering into the capped call transactions described below, and any remaining net proceeds for general corporate purposes, which may include the redemption or repayment of any of Cracker Barrel's existing indebtedness including Cracker Barrel's outstanding 0.625% convertible senior notes due 2026 (the "2026 convertible notes") or indebtedness outstanding under Cracker Barrel's revolving credit facility.

In connection with the pricing of the notes, Cracker Barrel expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the "option counterparties"). The capped call transactions are generally intended to reduce or offset potential dilution to Cracker Barrel's common stock upon any conversion of the notes and/or offset any cash payments that Cracker Barrel may be required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, then Cracker Barrel expects to enter into additional capped call transactions with the option counterparties.

Cracker Barrel has been advised that in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Cracker Barrel's common stock and/or enter into various derivative transactions with respect to Cracker Barrel's common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Cracker Barrel's common stock or the notes at that time. The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Cracker Barrel's common stock and/or purchasing or selling Cracker Barrel's common stock or other securities of Cracker Barrel in secondary market transactions following the pricing of the notes and prior to maturity of the notes (and are likely to do so during any observation period related to a conversion of the notes or following any repurchase of the notes by Cracker Barrel on any fundamental change repurchase date, any redemption date, or any other date on which Cracker Barrel retires the notes if it elects to terminate the relevant portion of the capped call transactions).

In connection with the issuance of the 2026 convertible notes, Cracker Barrel entered into convertible note hedge transactions (the "existing convertible note hedge transactions") and warrant transactions (the "existing warrant transactions" and, together with the existing convertible note hedge transactions, the "existing call spread transactions") with certain of the initial purchasers and other financial institutions (the "existing option counterparties"). To the extent Cracker Barrel repurchases any 2026 convertible notes with the net proceeds from the offering of the notes, it may enter into agreements with the existing option counterparties concurrently with or shortly after the pricing of this offering to unwind a portion of the existing call spread transactions in a notional amount corresponding to the principal amount of any 2026 convertible notes repurchased. In addition, Cracker Barrel may enter into agreements with the existing option counterparties concurrently with or shortly after the pricing of this offering to unwind a portion of the existing warrant transactions with respect to a number of shares of Cracker Barrel's common stock equal to the notional shares underlying any 2026 convertible notes repurchased. In connection with the potential termination of these transactions, and the related unwinding of the existing hedge positions of the existing option counterparties with respect to such transactions, Cracker Barrel expects that the existing option counterparties or their respective affiliates may purchase or sell shares of its common stock in the open market and/or enter into or unwind various derivative transactions with respect to its common stock concurrently with or shortly after the pricing of the notes.

The potential effect, if any, of these potential related transactions and activities on the market price of Cracker Barrel's common stock or the notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the value of Cracker Barrel's common stock, which could affect a noteholder's ability to convert the notes, the value of the notes and the amount of cash and the number of and value of the shares of Cracker Barrel's common stock, if any, holders would receive upon conversion of the notes.

The offer and sale of the notes, and any shares of Cracker Barrel's common stock issuable upon conversion of the notes, have not been, and will not be, registered under the Securities Act or any state securities laws and, unless so registered, may not be offered, transferred or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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