CRACKER BARREL ANNOUNCES UPSIZING AND PRICING OF $300 MILLION PRIVATE OFFERING OF CONVERTIBLE SENIOR NOTES DUE 2030

Core Viewpoint - Cracker Barrel Old Country Store, Inc. has announced the upsizing and pricing of its offering of $300 million aggregate principal amount of 1.75% convertible senior notes due 2030, increasing from a previously announced $275 million [1] Group 1: Offering Details - The notes will accrue interest at a rate of 1.75% per annum, payable semi-annually starting March 15, 2026, and maturing on September 15, 2030 [2] - The initial conversion rate is set at 13.8455 shares of common stock per $1,000 principal amount of notes, equating to an initial conversion price of approximately $72.23 per share, representing a premium of about 32.5% over the last reported sale of $54.51 per share on June 10, 2025 [2] - The aggregate principal amount of the notes may be increased by an additional $45 million if the initial purchasers exercise their option [1][5] Group 2: Use of Proceeds - Cracker Barrel estimates net proceeds from the offering to be approximately $290.1 million, or $333.9 million if the option for additional notes is fully exercised [5] - Approximately $145.9 million of the net proceeds will be used to repurchase $150 million of outstanding 0.625% convertible senior notes due 2026 [5] - Remaining proceeds will be allocated for general corporate purposes, including potential repayment of existing indebtedness [5] Group 3: Redemption and Repurchase Conditions - The notes are redeemable for cash at Cracker Barrel's option starting September 15, 2028, under certain conditions [3] - In the event of a "fundamental change," noteholders may require Cracker Barrel to repurchase their notes for cash [4] Group 4: Capped Call Transactions - Cracker Barrel has entered into capped call transactions intended to reduce potential dilution upon conversion of the notes, with an initial cap of approximately $87.22, representing a 60% premium over the last reported sale price [6] - If additional notes are sold, a portion of the net proceeds will be used for further capped call transactions [7] Group 5: Market Activity and Impact - The option counterparties may purchase shares of Cracker Barrel's common stock or enter into derivative transactions, which could influence the market price of the stock and notes [8][10]