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Biglari Capital and affiliates filed a DFAN14A to solicit AGAINST votes on the election of certain directors of Cracker Barrel Old Country Store (CBRL) at the Company’s 2025 annual meeting of shareholders.
The filing references an Oct 24, 2025 media interview with Sardar Biglari and an Oct 27, 2025 post on X as part of its communications. Biglari is using a GOLD proxy card for this solicitation.
Materials are available on the SEC’s website and via Biglari’s proxy solicitor, Saratoga Proxy Consulting, at (888) 368-0379 or info@saratogaproxy.com.
Director and SVP of Store Operations Doug Hisel reported multiple equity awards on 10/09/2025. He received a 2,000-share Restricted Stock Award that cliffs vests on 10/02/2028 subject to continued employment, and 1,232 time-based restricted stock units (RSUs) that vest in three equal annual installments on 9/30/2026, 9/30/2027, and 9/30/2028. He also received 2,909 stock options with an exercise price of $43.8 that vest ratably on the same three annual dates and expire on 09/30/2035. Following these awards, his direct beneficial ownership stands at 3,357 common shares and 2,909 underlying shares via options. The awards were granted in connection with a promotion and annual long‑term incentive program.
Officer Doug Hisel, Senior Vice President, Store Operations at Cracker Barrel Old Country Store, Inc. (CBRL), reported multiple equity awards on 10/09/2025. He received a 2,000-share Restricted Stock Award that cliffs on 10/02/2028, 1,232 time-based RSUs that vest ratably on 9/30/2026, 9/30/2027, and 9/30/2028, and 2,909 stock options with an exercise price of $43.80 that vest ratably on the same three annual dates and expire on 09/30/2035. After these grants his direct beneficial ownership totals 3,357 common shares and 2,909 options. The restricted award is tied to his promotion and all awards are contingent on continued employment through each vesting date.
Doug Hisel filed an Initial Statement of Beneficial Ownership (Form 3) reporting ownership of 125 shares of Cracker Barrel Old Country Store, Inc. (CBRL). The filing lists his role as SVP, Store Operations and indicates the transaction date triggering the filing was 10/01/2025. The form is signed by an attorney-in-fact on 10/08/2025. This is a routine Section 16 disclosure showing direct ownership of common stock and no derivative holdings.
Biglari Capital Corp. and affiliated entities have launched a proxy campaign against certain directors of Cracker Barrel Old Country Store, Inc. They have filed a preliminary proxy statement and will use a GOLD proxy card to solicit votes AGAINST the election of specific directors at Cracker Barrel’s 2025 annual shareholder meeting.
The filing states that the participants in this solicitation, collectively referred to as “Biglari,” beneficially own an aggregate of 654,141 shares of Cracker Barrel common stock. The Lion Fund II directly owns 585,000 shares, while First Guard Insurance Company and Southern Pioneer Property and Casualty Insurance Company directly own 62,300 and 6,841 shares, respectively. Through their roles as parent entities or general partner, various Biglari-affiliated companies and Sardar Biglari may be deemed to beneficially own these shares.