Biglari Capital Urges ALL Shareholders to Send a Strong Message to the Cracker Barrel Board That the Current Plan Is Failing

Rhea-AI Summary

Biglari Capital (NASDAQ:CBRL) urged Cracker Barrel shareholders on Nov 13, 2025 to vote AGAINST the re-election of certain directors via a GOLD proxy card, arguing the board's transformation plan has failed and that current leadership has destroyed over $1 billion of market value.

The statement cites a 30% share-price decline since Oct 7, 2025, a 70% five-year share-price decline, and persistently high short interest (~25% of float), and discloses that Biglari Capital filed a definitive proxy statement and GOLD proxy card with the SEC to solicit votes at the upcoming 2025 annual meeting.

Positive

• Definitive proxy statement and GOLD proxy card filed with the SEC
• Clear shareholder call-to-action for upcoming 2025 annual meeting
• Provides concrete short-interest table with dates and percentages

Negative

• Share price declined 30% between Oct 7, 2025 and Nov 12, 2025
• Share price declined 70% over the last five years
• Market value fell from $2.0B to $667.8M (≈$1.33B loss)
• Short interest near 24–25% of float in recent filings
• Biglari Capital asserts current CEO Julie Masino linked to value destruction

Insights

Activist investing analyst

Proxy fight signals acute investor dissatisfaction driven by share-price decline and high short interest.

Biglari Capital frames a governance challenge around Cracker Barrel by citing a 30% share drop since 10/07/2025, a reported market‑value decline from $2.0 billion to $667.8 million, and sustained short interest near 25%. This combination presents a clear mechanism: activism seeks board change to force leadership and strategy turnover because holders view the current plan as failing.

The main dependencies and risks are straightforward and stated: the outcome rests on shareholder votes at the upcoming annual meeting and on whether the board replaces the CEO with a turnaround operator with restaurant experience. High short interest increases downside pressure and may lengthen the contest; conversely, failure to attract majority support leaves the current plan intact. Watch the proxy count and any subsequent SEC filings and the final vote result over the coming weeks.

Share Price Has Declined 30%¹ Since the Company Reiterated Its Commitment to Pursue the Same Failed Transformation Plan and Support a CEO That Has Already Destroyed Over $1 Billion in Market Value²

Short Interest in Cracker Barrel Stock Is High and Has Remained High Despite the Falling Share Price.
Short Sellers Expect Further Downside

Biglari Capital Urges Shareholders to Join Its Efforts to Send the Board a Resounding Message Demanding Change by Voting AGAINST the Election of Certain Cracker Barrel Directors on the GOLD Proxy Card at the Upcoming Annual Meeting

SAN ANTONIO, Nov. 13, 2025 /PRNewswire/ -- Biglari Capital Corp. (together with its affiliates, "Biglari Capital") today released the following statement to shareholders of Cracker Barrel Old Country Store, Inc. (the "Company" or "Cracker Barrel") (NASDAQ: CBRL).

Cracker Barrel's share price continues to decline. The board's insistence on pursuing its ill-conceived and poorly executed transformation plan has failed to restore investor confidence. Despite the shareholder loss, the board does not believe the Company is on the wrong path. The board's refusal to acknowledge it was on the wrong path may put Cracker Barrel's survival at risk.

We believe that only a new CEO with relevant turnaround experience in company-operated restaurants can fix the business and reverse the massive losses that Cracker Barrel shareholders have suffered under CEO Julie Masino.

The level of fundamental destruction has led to high levels (~25%) of short interest (see table below). These people are, of course, betting that the stock will decline further. Despite the 70% decline in the share price over the last five years, the short sellers have not covered their positions, suggesting they expect the share price to fall further.

Date	Short Interest ('000)	Short Interest % of Float
11/07/25	5,358.09	24.47
10/31/25	5,358.09	24.47
09/26/25	4,998.66	22.98
08/29/25	5,401.77	24.84
07/25/25	5,457.28	25.09
06/27/25	4,236.39	19.48
05/30/25	3,226.95	14.84

Source: FactSet data as of November 12, 2025.

The upcoming 2025 shareholder meeting is an opportunity for investors to hold CEO Julie Masino and the board accountable for massive shareholder value destruction.

By voting AGAINST the election of CEO Julie Masino and the other director identified by Biglari Capital, you can send a strong message to the board that the status quo is no longer acceptable. The board must act urgently to find a new leader who can formulate a credible plan for turning around Cracker Barrel.

Your vote is important, no matter how many or how few shares of common stock you own. Biglari Capital urges you to sign, date, and return the GOLD proxy card today.

Stockholders who have questions or require assistance in voting their GOLD Proxy Card, or those who require copies of Biglari Capital's proxy materials, should contact: Saratoga Proxy Consulting LLC at (888) 368-0379 or info@saratogaproxy.com.

Additional Information
Biglari Capital has filed a definitive proxy statement and accompanying GOLD proxy card with the SEC, to be used to solicit proxies to vote AGAINST certain directors in connection with the Annual Meeting. Shareholders are advised to read the proxy statement and any other documents related to the solicitation of shareholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to Biglari Capital. These materials and other materials filed by Biglari Capital with the SEC in connection with the solicitation of proxies are available at no charge on the SEC's website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by Biglari Capital with the SEC are also available, without charge, by directing a request to Biglari Capital's proxy solicitor, Saratoga Proxy Consulting, at its toll-free number (888) 368-0379 or via email at info@saratogaproxy.com.

Stockholders can contact:
Saratoga Proxy Consulting LLC
John Ferguson & Joseph Mills
(212) 257-1311/(888) 368-0379
info@saratogaproxy.com 

¹ Proxy filed on October 7, 2025. Share price change measured between October 7, 2025, and November 12, 2025.
² FactSet: Change in market value between August 7, 2023 ($2.0 billion) with Julie Masino was appointed as CEO-elect and November 12, 2025 ($667.8 million)

View original content:https://www.prnewswire.com/news-releases/biglari-capital-urges-all-shareholders-to-send-a-strong-message-to-the-cracker-barrel-board-that-the-current-plan-is-failing-302614539.html

SOURCE Biglari Capital Corp.

FAQ

What action did Biglari Capital take against Cracker Barrel (CBRL) on November 13, 2025?

Biglari Capital filed a definitive proxy statement and GOLD proxy card urging shareholders to vote AGAINST certain directors at the 2025 annual meeting.

How much has Cracker Barrel (CBRL) share price fallen recently according to Biglari Capital?

Biglari Capital cites a 30% decline between Oct 7, 2025 and Nov 12, 2025 and a 70% decline over five years.

What short-interest levels did Biglari Capital report for Cracker Barrel (CBRL)?

FactSet data shows short interest around 24–25% of float in recent reporting periods (e.g., 24.47% on 11/07/25).

What reason did Biglari Capital give for urging a change of leadership at Cracker Barrel (CBRL)?

They contend the board's transformation plan failed and that current leadership has driven > $1 billion of market-value decline, so a new CEO with restaurant turnaround experience is needed.

How can shareholders obtain Biglari Capital's proxy materials or voting help for CBRL?

Contact Saratoga Proxy Consulting at (888) 368-0379 or info@saratogaproxy.com for materials and voting assistance.