CRACKER BARREL OLD COUNTRY STORE, INC (0001067294) (Filer)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )

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Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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Cracker Barrel Old Country Store, Inc.​

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)​

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Shareholder:

We have enclosed with this letter the proxy statement for our 2026 Annual Meeting (the “Annual Meeting”) of shareholders of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”).

This year’s Annual Meeting will be held on Thursday, November 19, 2026, at 10:00 am Central Time via a live webcast, at www.cesonlineservices.com/cbrl26_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/cbrl26_vm by 10:00 a.m., Central Time, on November 18, 2026.

At the Annual Meeting, you will have an opportunity to vote on the following proposals:

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to elect nine directors;

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(2)

to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement;

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(3)

to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for our 2027 fiscal year; and

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(4)

to act upon a shareholder proposal, if properly presented at the meeting.

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Further details regarding all four of these proposals are set forth in the accompanying notice to shareholders and proxy statement for the Annual Meeting, for which we have elected to provide access over the Internet under the SEC’s “notice and access” rules. We urge you to read these materials and the information related to these proposals carefully. In particular, we would call your attention to the Company’s response in opposition to the shareholder proposal regarding shareholder preapproval for uses of “blank check” preferred stock beginning on page 70 of the accompanying proxy statement. There, we lay out in detail our Board of Directors’ rationale for recommending a vote against the shareholder proposal, which the Board believes is unnecessary and has the potential to impair the prompt adoption of defensive measures, even when they may be critical to defending all shareholders’ interests, based on the Company’s own unique history with shareholder activism and the past feedback we have received from our shareholders.

Whether or not you expect to virtually attend the Annual Meeting, please vote and submit your proxy as soon as possible via the Internet, by phone, or, if you have requested to receive printed proxy materials, by mailing the proxy card enclosed with those materials. This will not prevent you from voting at the Annual Meeting, but will help to secure a quorum and avoid added solicitation costs. If you decide later to virtually attend the Annual Meeting, you may withdraw your proxy at any time and vote your shares at the Annual Meeting. We want your vote to be represented at the Annual Meeting.

Sincerely,

David Deno
President and Chief Executive Officer
October 6, 2026

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305 Hartmann Drive
Lebanon, Tennessee 37087

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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Whether or not you plan to virtually attend the Annual Meeting, we ask that you vote as soon as possible. Promptly voting will help ensure that the greatest number of shareholders will be present whether virtually or by proxy. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing the proxy card enclosed with those materials. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail.

If you virtually attend the Annual Meeting, you may revoke your proxy at the Annual Meeting and vote your shares virtually. You may revoke your proxy at any time before the proxy is exercised. Should you desire to revoke your proxy, you may do so as provided in the accompanying proxy statement.

By Order of our Board of Directors,

Jennifer Lankford
Secretary

Lebanon, Tennessee

October 6, 2026

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CRACKER BARREL OLD COUNTRY STORE, INC.

305 Hartmann Drive
Lebanon, Tennessee 37087
Telephone: (615) 444-5533

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF SHAREHOLDERS

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GENERAL INFORMATION

What is this document?

This document is the proxy statement of Cracker Barrel Old Country Store, Inc. that is being furnished to shareholders in connection with our Annual Meeting of Shareholders to be held on Thursday, November 19, 2026 (the “Annual Meeting”). If you requested a printed version of the proxy statement, a form of proxy card also is being furnished with this document.

We have tried to make this document simple and easy to understand. The Securities and Exchange Commission (the “SEC”) encourages companies to use “plain English,” and we will always try to communicate with you clearly and effectively. We will refer to Cracker Barrel Old Country Store, Inc. throughout this proxy statement as “we,” “us,” the “Company” or “Cracker Barrel.” Unless clearly indicated otherwise, all references to a particular year or quarter in this proxy statement refer to our fiscal year or quarter. Our most recently completed fiscal year ended July 31, 2026. References in this document to a year (e.g., “2026”), unless the context clearly requires otherwise, mean a reference to our fiscal year that ended on the Friday closest to July 31 of that year.

Why am I receiving a proxy statement?

You are receiving this document because you were one of our shareholders at the close of business on September 28, 2026, the record date for the Annual Meeting. We are providing you this proxy statement and the form of proxy card to solicit your proxy (i.e., your permission) to vote your shares of Cracker Barrel stock upon certain matters at the Annual Meeting. We are required by law to convene an Annual Meeting of our shareholders at which directors are elected. United States federal securities laws require us to provide you this proxy statement and specify the information required to be contained in it.

What does it mean if I receive more than one proxy statement or proxy card?

If you receive multiple proxy statements or proxy cards, this may mean that you have more than one account with brokers or our transfer agent. Please vote ALL of your shares. We also recommend that you contact your broker and our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Equiniti Trust Company (“Equiniti”). You can contact Equiniti by calling (800) 937-5449.

What information is available on the internet?

This proxy statement, our Annual Report on Form 10-K and other financial documents are available free of charge at the SEC’s website, www.sec.gov. Our proxy statement and annual report to shareholders are available at the website, www.CrackerBarrelShareholders.com.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, the Company will use the Internet as the primary means of furnishing proxy materials to shareholders. Accordingly, the Company is sending a Notice to the Company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the complete proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and the cost to the Company associated with the physical printing and mailing of materials.

How can I get electronic access to the proxy materials?

The Notice explains how to:

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view the Company’s proxy materials for the Annual Meeting on the Internet; and

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instruct the Company to send future proxy materials to you by email.

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The Company’s proxy materials are also available on the Company’s website at http://investor.crackerbarrel.com.

Are you “householding” for shareholders sharing the same address?

Yes. The SEC’s rules regarding the delivery of proxy materials to shareholders permit us to deliver a single copy of these documents to an address shared by two or more of our shareholders. This method of delivery is called “householding,” and it can significantly reduce our printing and mailing costs. It also reduces the volume of mail you receive. This year, we are delivering a single copy of the Notice and, if applicable, the proxy materials to multiple shareholders sharing an address, unless we receive instructions to the contrary from one or more of the shareholders. We will still be required, however, to send you and each other Cracker Barrel shareholder at your address an individual proxy voting card. If you would like to receive more than one set of proxy materials, we will promptly send you additional copies upon written or oral request directed to our transfer agent, Equiniti, toll free at (800) 937-5449, or write to our Corporate Secretary at Cracker Barrel Old Country Store, Inc., 305 Hartmann Drive, Lebanon, Tennessee 37087. The same phone number and address may be used to notify us that you wish to receive a separate set of proxy materials in the future, or to request delivery of a single copy of our proxy materials if you receive multiple copies.

Who pays for the Company’s solicitation of proxies?

We will pay for the entire cost of soliciting proxies on behalf of the Company. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding the Company’s proxy materials to beneficial owners. In addition, our directors and employees of the Company may solicit proxies in person, by mail, by telephone, via the Internet, press releases or advertisements within the normal conduct of their duties. Directors and employees of the Company will not be paid any additional compensation for soliciting proxies, but Okapi Partners LLC (“Okapi”), our proxy solicitor, will be paid a fee, estimated to be approximately $25,000, for rendering solicitation services.

Who may attend the virtual Annual Meeting?

The Annual Meeting is open to all of our shareholders who are shareholders of record as of September 28, 2026.

How can I attend the virtual Annual Meeting?

In order to attend, you (or your authorized representative) must register in advance at www.cesonlineservices.com/cbrl26_vm prior to the deadline of November 18, 2026 at 10:00 a.m. Central Time.

Registering to Attend the Annual Meeting — Shareholders of Record.   If you were a shareholder of record as of the close of business on the record date, you may register to attend the Annual Meeting by accessing www.cesonlineservices.com/cbrl26_vm. Please have your proxy card containing your control number available and follow the instructions to complete your registration request. After registering, you will receive a confirmation email with a link and instructions for accessing the Annual Meeting. Please verify that you have received the confirmation email in advance of the Annual Meeting, including the possibility that it may be in your spam or junk folder. Requests to register to participate in the Annual Meeting must be received no later than 10:00 a.m. Central Time on Wednesday, November 18, 2026.

If you do not have your proxy card, you may still register to attend the Annual Meeting by accessing www.cesonlineservices.com/cbrl26_vm, but you will need to provide proof of ownership of shares of our common stock as of the record date during the registration process. Such proof of ownership may include a copy of your proxy card received from the Company or a statement showing your ownership as of the record date.

Registering to Attend the Annual Meeting — Beneficial Owners.   If you were the beneficial owner of shares (that is, you held your shares in street name through an intermediary such as a broker, bank or other

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nominee) as of the record date, you may register to attend the Annual Meeting by accessing www.cesonlineservices.com/cbrl26_vm and providing evidence during the registration process that you beneficially owned shares of our common stock as of the record date, which may consist of a copy of the voting instruction form provided by your broker, bank or other nominee, an account statement or a letter or legal proxy from such broker, bank or other nominee.

After registering, you will receive a confirmation email prior to the Annual Meeting with a link and instructions for entering the virtual Annual Meeting.

Although the meeting webcast will begin at 10:00 a.m. Central Time on November 19, 2026, we encourage you to access the meeting site prior to the start time to allow ample time to log into the meeting webcast and test your computer system. Accordingly, the Annual Meeting site will first be accessible to registered shareholders beginning at 9:30 a.m. Central Time on November 19, 2026, the day of the meeting.

What if I have technical or other “IT” problems logging into or participating in the Annual Meeting webcast?

All shareholders who register to attend the Annual Meeting will receive an email prior to the Annual Meeting containing the contact details of technical support in the event they encounter difficulties accessing the virtual meeting or during the meeting. Shareholders are encouraged to contact technical support if they encounter any technical difficulties with the meeting webcast. In the event of any technical disruptions that prevent the chair from hosting the Annual Meeting within 30 minutes of the date and time set forth above, the meeting may be adjourned or postponed.

What documentation must I provide to vote online at the Annual Meeting?

Shareholders that pre-register for the Annual Meeting may also vote during the meeting by clicking on the “Shareholder Ballot” link that will be available on the meeting website during the Annual Meeting.

Shareholders of record may vote directly by simply accessing the virtual ballot available on the Annual Meeting website.

Beneficial owners of shares are encouraged to vote in advance of the Annual Meeting. If you intend to vote during the Annual Meeting, as a beneficial shareholder you must obtain a legal proxy from your brokerage firm or bank. Most brokerage firms or banks allow a shareholder to obtain a legal proxy either online or by mail. Follow the instructions provided by your brokerage firm or bank.

How do I submit a question at the Annual Meeting?

Meeting attendees may submit written comments or questions that they would like to be addressed during the Annual Meeting by emailing them to the Company at [email protected] by no later than November 5, 2026. We will not be entertaining comments or questions during the Annual Meeting itself. We have selected November 5, 2026 as the appropriate cutoff date for submissions of comments and questions to allow us to provide thoughtful answers and responses, but we will use reasonable efforts to accommodate questions that are submitted after this date if we can.

Questions and comments will be answered or addressed as the allotted meeting time permits. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. In light of the number of business items on this year’s agenda and the need to conclude the Annual Meeting within a reasonable period of time, we cannot ensure that we will be able to respond to every question or comment that is submitted. We also reserve the right to exclude questions that relate to personal matters or are not relevant to meeting matters, as well as to edit profanity or other inappropriate language.

What is Cracker Barrel Old Country Store, Inc. and where is it located?

We are the owner and operator of the Cracker Barrel Old Country Store® restaurant and retail concept throughout the United States. Our corporate headquarters are located at 305 Hartmann Drive, Lebanon, Tennessee 37087. Our telephone number is (615) 444-5533.

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Where is Cracker Barrel Old Country Store, Inc. common stock traded?

Our common stock is traded and quoted on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CBRL.”

Who will count the votes cast at the Annual Meeting?

Our Board of Directors will appoint an independent inspector of election to serve at the Annual Meeting. The independent inspector of election for the Annual Meeting will determine the number of votes cast by holders of common stock for all matters. Final results will be announced when certified by the independent inspector of election, which we expect will occur within a few business days after the date of the Annual Meeting.

How can I find the voting results of the Annual Meeting?

We will include the voting results in a Current Report on Form 8-K, which we will file with the SEC no later than four business days following the completion of the Annual Meeting.

VOTING MATTERS

What am I voting on?

You will be voting on the following matters:

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to elect nine directors;

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to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement;

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to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2027 fiscal year; and

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to vote on a shareholder proposal, if properly presented at the Annual Meeting.

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How do you recommend that I vote on these items?

Our Board of Directors recommends that you vote:

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FOR the election of each of the nine director nominees named in this proxy statement;

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FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement;

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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2027 fiscal year; and

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AGAINST the shareholder proposal, if properly presented at the Annual Meeting.

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Who is entitled to vote?

You may vote if you owned shares of our common stock at the close of business on September 28, 2026. As of September 28, 2026, there were 22,352,430 shares of our common stock outstanding.

How many votes must be present to hold the Annual Meeting?

In order to lawfully conduct the Annual Meeting, a majority of our outstanding shares of common stock as of September 28, 2026 must be present at the Annual Meeting or represented by proxy. This is called a quorum. If you vote by Internet or by telephone, or submit a properly executed proxy card or vote instruction form, you will be considered part of the quorum. Abstentions and broker non-votes also will be counted for purposes of establishing a quorum. Unvoted shares (including unvoted shares held in street name over which brokers do not have discretionary voting authority) will not be counted for purposes of establishing a quorum.

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How many votes do I have and can I cumulate my votes?

You have one vote for every share of our common stock that you own. Cumulative voting is not allowed.

How do I vote before the Annual Meeting?

Before the Annual Meeting, you may vote your shares in one of the following three ways: (1) via the Internet by following the instructions provided in the Notice, (2) by mail, if you requested printed copies of the proxy materials, by filling out the form of proxy card and sending it back in the envelope provided, or (3) by telephone, if you requested printed copies of the proxy materials, by calling the toll free number found on the proxy card.

If you requested printed copies of the proxy materials, and properly sign and return your proxy card in the prepaid envelope, your shares will be voted as you direct. Please use only one of the three ways to vote. If you hold shares in the name of a broker, your ability to vote those shares by Internet or telephone depends on the voting procedures used by your broker, as explained below under the question “How do I vote if my broker holds my shares in ‘street name’?” The Tennessee Business Corporation Act provides that a shareholder may appoint a proxy by electronic transmission, so we believe that the Internet or telephone voting procedures available to shareholders are valid and consistent with the requirements of applicable law.

How do I vote if my broker holds my shares in “street name”?

If your shares are held in a brokerage account in the name of your bank or broker (this is called “street name”), your bank or broker will send you the Notice. Many (but not all) brokerage firms and banks participate in a program provided through Broadridge Financial Solutions, Inc. that offers Internet and telephone voting options.

Will my shares held in street name be voted if I do not provide my proxy?

On certain “routine” matters, brokerage firms have the discretionary authority to vote shares for which their customers do not provide voting instructions. The only “routine” matter to be presented at the Annual Meeting is Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.

How will my proxy be voted?

The individuals named on the proxy card will vote your proxy in the manner you indicate on the proxy card.

What if I return my signed proxy card or complete Internet or telephone procedures but do not specify my vote?

If you sign and return your proxy card or complete the Internet or telephone voting procedures but do not specify how you want to vote your shares, we will vote them:

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FOR the election of each of the nine director nominees named in this proxy statement;

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FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement;

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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2027 fiscal year; and

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AGAINST the shareholder proposal, if properly presented at the Annual Meeting.

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Can I change my mind and revoke my proxy?

Yes. To revoke a proxy given pursuant to this solicitation, you must:

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sign another proxy with a later date and return it to our Corporate Secretary at Cracker Barrel Old Country Store, Inc., 305 Hartmann Drive, Lebanon, Tennessee 37087 at or before the Annual Meeting;

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provide our Corporate Secretary with a written notice of revocation dated later than the date of the proxy at or before the Annual Meeting;

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re-vote by using the telephone and calling the number specified in the Notice;

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re-vote by using the Internet by following the instructions in the Notice; or

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re-vote virtually at the Annual Meeting — note that attendance at the Annual Meeting will not revoke a proxy if you do not actually vote at the Annual Meeting.

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How many votes are needed to elect directors?

A nominee for director will be elected if the number of shares of Company common stock voted “FOR” such nominee’s election exceed the number of shares of Company common stock voted “AGAINST” such nominee’s election. You may vote in favor of or against the election of each nominee, or you may elect to abstain from voting your shares.

What happens if a director fails to receive the required vote for election?

An incumbent director who does not receive the required vote for election at the Annual Meeting must promptly tender an offer of resignation as a director for consideration by the other members of our Board of Directors pursuant to our bylaws. Our Board of Directors (or a committee thereof) will review, act upon and publicly disclose (by a press release, filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered offer of resignation within ninety (90) days following the date of the certification of the election results. If our Board of Directors rejects the offered resignation, the director will continue to serve until the next annual shareholders’ meeting and until his or her successor is duly elected or his or her earlier resignation or removal in accordance with our bylaws. If a director’s offer of resignation is accepted by our Board of Directors, or if a nominee for director is not elected and the nominee is not an incumbent director, then our Board of Directors may, in its discretion, fill the resulting vacancy or eliminate the vacancy by decreasing the size of the Board of Directors pursuant to the provisions of our bylaws.

What vote is required to approve other matters?

The remaining proposals (Proposals 2 through 4) described in this proxy statement will be approved if the number of shares of Company common stock voted “FOR” such proposal exceed the number of shares of Company common stock voted “AGAINST” such proposal. The vote on the compensation of our named executive officers is advisory and therefore not binding on the Company or our Board of Directors. With respect to each of these proposals, and any other matter properly brought before the Annual Meeting, you may vote in favor of or against the proposal, or you may elect to abstain from voting your shares.

How will abstentions and broker non-votes be treated?

Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present but will not be counted as votes cast either in favor of or against a particular proposal and will have no effect on the outcome of the particular proposal.

What is a broker non-vote?

If you own shares through a broker in street name, you may instruct your broker how to vote your shares. A “broker non-vote” occurs when you fail to provide your broker with voting instructions at least 10 days before the Annual Meeting and the broker does not have the discretionary authority to vote your shares on a particular proposal because the proposal is not a “routine” matter under applicable rules.

May other matters be raised at the Annual Meeting; how will the Annual Meeting be conducted?

We have not received proper notice of, and are not aware of, any business to be transacted at the Annual Meeting other than as indicated in this proxy statement. Under Tennessee law and our governing documents, no other business aside from procedural matters may be raised at the Annual Meeting unless

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proper notice has been given to us by the shareholders seeking to bring such business before the Annual Meeting. If any other item or proposal properly comes before the Annual Meeting, the proxies received will be voted on such matter in accordance with the discretion of the proxy holders.

The Chairperson has broad authority to conduct the Annual Meeting so that the business of the Annual Meeting is carried out in a safe, orderly and timely manner. In doing so, he has broad discretion to establish reasonable rules for discussion, comments and questions during the Annual Meeting. The Chairperson is also entitled to rely upon applicable law regarding disruptions or disorderly conduct to ensure that the Annual Meeting proceeds in a manner that is fair to all participants.

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BOARD OF DIRECTORS AND COMMITTEES

Directors

The names and biographies of each member of our Board of Directors are set forth in this proxy statement under “PROPOSAL 1: ELECTION OF DIRECTORS,” beginning on page 60 of this proxy statement. All of the current members of our Board of Directors are nominees for re-election to the Board.

Board Meetings

Our Board of Directors met eight times during 2026. Each director attended at least 75% of the aggregate number of meetings of the full Board of Directors that were held during the period he or she was a director during 2026 and 75% of the meetings of the committee(s) on which he or she served that were held during the period he or she served on such committee in 2026.

Board Committees

Our Board of Directors has the following standing committees: Audit, Compensation, Nominating and Corporate Governance, Public Responsibility, and Executive. All members of the Audit, Compensation, Nominating and Corporate Governance and Public Responsibility committees are independent under the Nasdaq Stock Market Rules and our Corporate Governance Guidelines. Our Board of Directors has adopted a written charter for each of the committees, with the exception of the Executive Committee. Copies of the charters of each of the Audit, Compensation, Nominating and Corporate Governance, and Public Responsibility committees, as well as our Corporate Governance Guidelines, are posted on our website: www.crackerbarrel.com. Current information regarding all of our standing committees is set forth below:

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Board Leadership Structure

Our Board of Directors regularly considers the appropriate leadership structure for the Company, and believes that its current leadership structure, with an independent director, Mr. Berquist, serving as Chairperson and Mr. Deno serving as the Chief Executive Officer, best serves (i) the objectives of our Board of Directors’ oversight of management, (ii) the ability of our Board of Directors to carry out its roles and responsibilities on behalf of the shareholders, and (iii) the Company’s overall corporate governance. Mr. Berquist has served as the Company’s independent Board Chairperson since February 22, 2024.

Notwithstanding our current leadership structure, our Board of Directors has concluded that it is important for our Board of Directors to retain flexibility in exercising its judgment to determine whether the same individual should serve as both Chief Executive Officer and Chairperson at any given point in time, rather than adhering to a formal standing policy on the subject. This approach allows our Board of Directors to use its considerable experience and knowledge to elect the most qualified director as Chairperson, while maintaining the ability to combine or separate the Chairperson and Chief Executive Officer roles when appropriate. Accordingly, at different points in time, the Chief Executive Officer and Chairperson roles may be held by the same person. At other times, as currently, they may be held by different individuals. In each instance, the decision on whether to combine or separate the roles is determined by what our Board of Directors believes is in the best interests of our shareholders, based on the circumstances at the time.

Our Board of Directors will continue to evaluate the Company’s leadership structure on an ongoing basis to ensure that it is appropriate at all times.

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Director Retirement Policy

Our Corporate Governance Guidelines include a director retirement policy, which prohibits any person from being nominated for membership on the Board of Directors if that person is or would be 75 years of age or older on or prior to the anticipated date of the next annual meeting of shareholders of the Company.

The Board of Directors may waive the age eligibility if it determines that such a waiver is in the best interests of the Company and its shareholders. If a waiver is granted, it shall be reviewed annually.

At its September 2026 meeting, the Board of Directors granted a waiver of the mandatory retirement policy for a period of one year with respect to Mr. Berquist who has met the mandatory retirement age. The Board of Directors believes that it is important to exercise judgment when implementing this policy to avoid eliminating otherwise qualified and engaged members of the Board of Directors. In addition, the Board of Directors believes that the mandatory retirement policy should be applied in connection with an analysis of the overall composition and tenure of the Board of Directors to ensure that the Board of Directors maintains an appropriate balance of experience, skills and independence.

With respect to whether the mandatory retirement policy should be waived for Mr. Berquist for a period of one year, the Board of Directors considered numerous factors, including the following:

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Mr. Berquist’s record as an active and engaged director (since joining the Board of Directors in 2019, Mr. Berquist has attended 100% of all Board of Directors and applicable committee meetings in the aggregate);

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The addition of six new independent directors to the Board of Directors since the beginning of fiscal 2023, which has resulted in the majority of directors having a tenure of less than five years;

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The need to maintain continuity among the Board of Directors, particularly as the Board of Directors continues to review the opportunities and challenges facing the Company in 2027 and to support the appointment of a new CEO and ongoing leadership transition work; and

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Mr. Berquist has a unique knowledge of, and experience in, the hospitality industry, including due to his position as the longest-tenured member of the Board of Directors with significant institutional knowledge.

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Based on the foregoing factors, the Board of Directors, at its September 2026 meeting, concluded that, due to Mr. Berquist’s experience, skill set and record of active engagement as a member of the Board of Directors, his service on the Board of Directors has been particularly valuable to the Company and its shareholders and will be difficult to replace. Accordingly, the Board of Directors concluded a one-year waiver of the mandatory retirement age policy for Mr. Berquist would be in the best interests of the Company and its shareholders. As a result, the Board of Directors approved the Nominating and Corporate Governance Committee’s recommendation of Mr. Berquist as a director nominee at the 2026 Annual Meeting.

Board Oversight of Risk Management

It is the responsibility of our senior management, under the Chief Executive Officer’s leadership, to develop, implement and manage our strategic plans, and to identify, evaluate, manage and mitigate the risks inherent in those plans. It is the responsibility of our Board of Directors to understand and oversee our strategic plans, the associated risks, and the steps that senior management is taking to manage and mitigate those risks. Our Board of Directors takes an active approach to its risk oversight role. This approach is bolstered by our Board of Directors’ leadership and committee structure, which ensures: (i) proper consideration and evaluation of potential enterprise risks by the full Board of Directors under the auspices of the Chairperson, and (ii) further consideration and evaluation of discrete risks at the committee level. Furthermore, our Board of Directors and committees seek to set the appropriate “tone at the top” by their engaged oversight.

Our Board of Directors is comprised predominantly of independent directors (eight of our nine director nominees), and all directors who served on the key committees of our Board of Directors (Audit, Compensation, Nominating and Corporate Governance, and Public Responsibility) during 2026 were independent under applicable Nasdaq Stock Market Rules and our Corporate Governance Guidelines. This

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system of checks and balances ensures that key decisions made by the Company’s most senior management, up to and including the Chief Executive Officer, are reviewed and overseen by the non-employee directors of our Board of Directors.

Risk management oversight by the full Board of Directors includes a comprehensive annual review of our overall strategic plans, including the risks associated with these strategic plans. Our Board of Directors also conducts an annual review, led by the Audit Committee, of the conclusions and recommendations generated by management’s enterprise risk management process. This process involves a cross-functional group of our senior management that identifies current and future potential risks facing us and ensures that actions are taken to manage and mitigate those potential risks. Our Board of Directors also has overall responsibility for leadership succession for our most senior officers and reviews succession plans each year.

In addition, our Board of Directors has delegated certain risk management oversight responsibilities to certain of its committees, each of which reports regularly to the full Board of Directors. In performing these oversight responsibilities, each committee has full access to management, as well as the ability to engage independent advisors. The Audit Committee has primary overall responsibility for overseeing our risk management. It oversees risks related to our financial statements, the financial reporting process, accounting and legal matters. The Audit Committee oversees the internal audit function and our ethics and compliance program. It also regularly receives reports regarding our most significant internal control and compliance risks, along with management’s processes for maintaining compliance within a strong internal control environment. In addition, the Audit Committee receives reports regarding potential cybersecurity/data privacy, legal and regulatory risks and management’s plans for managing and mitigating those risks. Representatives of our independent registered public accounting firm attend Audit Committee meetings, regularly make presentations to the Audit Committee and comment on management presentations. In addition, our Chief Financial Officer, Vice President of Internal Audit, General Counsel, Controller, and representatives of our independent registered public accounting firm individually meet in private sessions with the Audit Committee to raise any concerns they might have with the Company’s risk management practices.

The Compensation Committee is responsible for overseeing our incentive compensation arrangements, for aligning such arrangements with sound risk management and long-term growth and for verifying compliance with applicable regulations. The Compensation Committee conducted an internal assessment of our executive and non-executive incentive compensation programs, policies and practices, including reviewing and discussing the various design features and characteristics of the Company-wide compensation policies and programs; performance metrics; and approval mechanisms of all incentive programs. Based on this assessment and after discussion with management and the Compensation Committee’s independent compensation consultant, the Compensation Committee has concluded that our incentive compensation arrangements and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

The Public Responsibility Committee oversees the Company’s practices and responses to enterprise risk management issues, including most corporate responsibility efforts, and manages the Company’s risk with respect to our brand and reputation.

Finally, the Nominating and Corporate Governance Committee oversees risks associated with its areas of responsibility, including, along with the Audit Committee, our ethics and compliance program. The Nominating and Corporate Governance Committee also reviews annually our key corporate governance documents to ensure they are in compliance with the changing legal and regulatory environment and appropriately enable our Board of Directors to fulfill its oversight duties. In addition, our Board of Directors is routinely informed of developments at the Company that could affect our risk profile and business in general.

Compensation of Directors

Our Compensation Committee reviews the compensation we pay to our independent directors annually, in consultation with Frederic W. Cook & Co., the Compensation Committee’s outside compensation consultant (“FW Cook”) and recommends any changes in compensation to the entire Board of Directors for consideration and approval. The Compensation Committee’s recommendation to our Board of Directors

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takes into consideration the competitiveness of total compensation relative to our restaurant and retail industry peer companies (see pages 19 – 20 of this proxy statement for a discussion of our peer group) and similarly sized general industry companies.

To assess the competitiveness of our director compensation program, FW Cook annually conducts a market assessment at the request of the Compensation Committee. Following this assessment during 2026, the Compensation Committee determined that our director compensation levels and all elements thereof were competitive and appropriate. Consequently, the Compensation Committee recommended that no changes be made to director compensation in 2026. The Board of Directors unanimously accepted the Compensation Committee’s recommendation, and made no change to director compensation in 2026. As a result, director compensation remained unchanged from 2025, as set forth below:

Cash Compensation.   Each director is entitled to the annual cash compensation set forth in the following table.

The foregoing amounts are prorated for any outside director who joins our Board of Directors during the course of the fiscal year. In addition, we reimburse our outside directors for their reasonable and customary expenses incurred in traveling to and attending meetings.

Equity Compensation.   Each non-employee director receives a grant of restricted stock units (“RSUs”) effective as of the date of our annual meeting having a value equal to approximately $140,000, with the number of RSUs included in such grant determined based on the closing price of our common stock on the date of the applicable annual meeting, as reported by Nasdaq, and rounded down to the nearest whole share. Our independent Chair receives an additional grant of RSUs having a value equal to approximately $65,000, for a total award having an approximate value of $205,000. The foregoing awards are prorated for any outside director who joins the Board during the course of the fiscal year.

All of the RSUs awarded to our independent directors vest at the earlier of one year from the date of grant or at the next annual meeting of shareholders. The Company has no knowledge of any agreement or arrangement between any director or director nominee and any person or entity other than the Company relating to compensation or other payment in connection with such person’s candidacy or service as a director.

Our non-employee directors are also offered the option to participate in a directors’ deferred compensation plan. This plan allows a participant to defer a percentage of his or her compensation and earn interest on that deferred compensation at a rate equal to the 10-year Treasury bill rate (as in effect at the beginning of each calendar month) plus 1.5%. The compensation of our directors during 2026 is detailed in the Director Compensation Table, beginning on page 49 of this proxy statement.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This portion of the proxy statement, the Compensation Discussion and Analysis or “CD&A,” provides a description of the objectives and principles of our executive compensation programs. It explains how compensation decisions are linked to Cracker Barrel’s performance relative to our strategic goals and our efforts to drive shareholder value. It is also meant to give our shareholders insight into the deliberative process and the underlying compensation philosophies that inform the design of the pay packages of our executive officers.

Generally, Cracker Barrel’s executive compensation programs apply to all executive officers, but this CD&A is focused on the compensation decisions relating to the following executive officers who qualified as “named executive officers” under applicable SEC rules (the “Named Executive Officers” or “NEOs”) during 2026:

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Julie Masino, Former President and Chief Executive Officer;

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Craig Pommells, Senior Vice President and Chief Financial Officer;

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Douglas Hisel, Senior Vice President, Store Operations

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Richard Wolfson, Former Senior Vice President, General Counsel and Corporate Secretary;

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Bruce Hoffmeister, Senior Vice President, Chief Information Officer

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Donna Roberts, Senior Vice President, Chief Human Resources Officer

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This CD&A is divided into five sections:

Section 1 — Executive Summary

Section 2 — Our Shareholder Engagement and Responsiveness

Section 3 — Our Compensation Philosophy and Processes

Section 4 — 2026 Compensation Programs

Section 5 — Other Executive Compensation Policies and Guidelines

Section 1. Executive Summary

The chart below provides an executive summary of the key topics of this CD&A, all of which are described in significantly greater detail further below:

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Section 2. Our Shareholder Engagement and Responsiveness

Last year, Biglari engaged in a proxy contest with us in connection with our 2025 annual meeting of shareholders. During the course of this proxy contest, we engaged directly with a substantial portion of our shareholders on a variety of topics that might be of concern or interest to them, including our Board of Directors’ succession planning process, our strategic initiatives, and our executive compensation philosophy, programs and practices. No shareholder with whom we engaged expressed any concerns with our executive compensation in these discussions.

Approximately 79.5% of the votes cast (excluding broker non-votes and abstentions) were in favor of our 2025 executive compensation as disclosed in our 2025 Proxy Statement. We believe that this level of support — particularly given the heightened level of engagement and scrutiny of our executive compensation philosophies, programs and practices during last year’s proxy contest — demonstrates substantial shareholder satisfaction with these philosophies, programs and practices.

Section 3. Our Compensation Philosophy and Processes

Compensation Philosophy

Our central compensation objective is to drive long-term total return to our shareholders and build a better Company by implementing compensation programs that:

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Reward both Company-wide and individual performance,

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•

Align our executives’ interests with those of our shareholders,

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Allow us to attract and retain talented executives, and

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Appropriately incentivize management without exposing the Company to undue levels of risk.

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We have a strong “pay for performance” philosophy designed to:

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Reward executives for maximizing our success, as determined by our performance relative to our financial and operational goals and relative to our industry,

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Reward executives for both near-term and sustained longer-term financial and operating performance as well as leadership excellence,

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Align the economic interests of executives with those of our shareholders, and

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Encourage our executives to remain with the Company for long and productive careers.

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The Compensation Committee targets total direct compensation paid to our executive officers at the median of our peer group and other market comparators. While the Compensation Committee strives to deliver a target total compensation package approximating the market median, our compensation program design is robust enough to recognize individual performance, competitive pressures for management talent, experience, and value to the organization when establishing compensation opportunities. The Compensation Committee believes it utilizes elements of compensation that create appropriate flexibility and reward executives for focusing on both near-term and long-term performance while aligning the interests of executive officers with the interests of our shareholders.

Role of the Compensation Committee

Our Compensation Committee’s primary responsibility is the establishment and approval of compensation and compensation programs for our executive officers that further the overall objectives of our executive compensation program. In fulfilling this responsibility, the Compensation Committee:

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Reviews and approves corporate performance goals for our executive officers;

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Sets cash- and equity-based compensation for our executive officers;

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Designs and administers our equity incentive arrangements;

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Reviews and approves executive benefits and perquisites;

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Assesses and reviews potential risks to the Company associated with our compensation programs;

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Approves employment and change in control agreements of our executive officers;

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Periodically conducts or authorizes studies of matters within its scope of responsibilities; and

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Periodically retains, at the Company’s expense, independent counsel or other consultants necessary to assist the Compensation Committee in connection with any such studies.

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The Compensation Committee makes compensation decisions after reviewing the performance of the Company and carefully evaluating both quantitative and qualitative factors such as an executive’s performance during the year against established goals, leadership qualities, operational performance, business responsibilities, long-term potential to enhance shareholder value, current compensation status as shown on tally sheets reflecting current and historical compensation for each executive, and tenure with the Company.

Role of Independent Compensation Consultant

To assist the Compensation Committee with establishing executive compensation, the Compensation Committee has retained FW Cook to provide competitive market data, assist in establishing a peer group of companies and provide guidance on compensation structure as well as levels of compensation for our senior executives and our Board of Directors.

The Compensation Committee consulted with FW Cook in determining the compensation to be awarded to all of the Named Executive Officers, including Ms. Masino, in 2026. FW Cook reports directly

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to the Compensation Committee. As required under the Nasdaq Stock Market Rules, the Compensation Committee has assessed the independence of FW Cook pursuant to applicable SEC and Nasdaq rules, including, but not limited to, those set forth in Rule 5605(d)(3)(D) of the Nasdaq Stock Market Rules, as applicable. The Compensation Committee concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee.

Role of Management

Management plays the following roles in the compensation process:

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Management recommends to the Compensation Committee performance targets and objectives for incentive compensation plans and provides background information about underlying strategic objectives;

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Management works with the Compensation Committee Chair to establish the agenda for Compensation Committee meetings;

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The Chief Executive Officer evaluates the performance of our other executive officers and generally makes recommendations to the Compensation Committee regarding salary increases for other executive officers during the regular merit increase process, and did so in respect of 2026;

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Management provides their perspective on recommendations provided by FW Cook regarding compensation program design issues; and

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•

Other members of management, at the request of the Compensation Committee, work with FW Cook to provide data about past practices, awards, costs and participation in various plans, and information about our annual and longer-term goals. When requested by the Compensation Committee, selected members of management may also review FW Cook’s recommendations on plan design and structure and provide a perspective to the Compensation Committee on how these recommendations may affect recruitment, retention, and motivation of our employees as well as how they may affect us from an administrative, accounting, tax, or similar perspective.

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Compensation Peer Group

The Compensation Committee evaluates a variety of factors in establishing an overall compensation program that best fits our overarching goals of maximizing shareholder return and building a stronger company. As one element of this evaluative process, the Compensation Committee, with the assistance of FW Cook, considers competitive market compensation paid by other similarly situated companies and attempts to maintain compensation levels and programs that are comparable to and competitive with those of a peer group of similarly situated companies. Although we do not expressly “benchmark” our compensation relative to that provided by our peers, the Compensation Committee does use the peer group data as a component of its analysis to ensure relative consistency at the median level of our peers. The peer group is reviewed annually by the Compensation Committee and is comprised of the following:

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Organizations of similar business characteristics and competing in the restaurant industry;

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Organizations against which we compete for executive talent;

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Organizations of comparable size to Cracker Barrel, as measured primarily by sales but also by market capitalization, enterprise value, and other relevant factors; and

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Organizations with similar geographic dispersion and workforce demographics.

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The Company believes that the selection of a peer group to be used for assessing the competitiveness of its executive compensation levels is something that requires reconsideration every year. The Compensation Committee reviews the Company’s peer group on an annual basis, with assistance from FW Cook, and changes certain members of the peer group as the Compensation Committee refines the comparison criteria and when the Company and members of the peer group change in ways that make comparisons less or more appropriate.

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The Compensation Committee conducted its annual review of the Company’s peer group to confirm the alignment of the Company’s peer group with the Company as summarized above. After undertaking this review, our peer group for 2026 was comprised of the following 14 publicly-traded companies:

Management and the Compensation Committee regularly evaluate the marketplace to ensure that our compensation programs remain competitive. In addition to its review of data from the peer group, the Compensation Committee also from time to time consults data from published compensation surveys, as well as inquiring of FW Cook, to assess more generally the competitiveness and the reasonableness of our compensation programs.

Compensation Risk Analysis

Each year, the Compensation Committee conducts an internal assessment of our executive and non-executive incentive compensation programs, policies, and practices as part of its responsibilities under our broader risk management program and to ensure compliance with applicable regulations. In 2026, as part of this process, the Compensation Committee reviewed and discussed the various design features and characteristics of the Company-wide compensation policies and programs, performance metrics, and approval mechanisms of all incentive programs. Based on this assessment and after discussion with management and FW Cook, the Compensation Committee has concluded that our incentive compensation arrangements and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Overview of Compensation Practices

We believe our compensation programs are generally consistent with best practices for sound corporate governance.

We strive to achieve an appropriate mix between cash payments and equity incentive awards in order to meet our objectives by rewarding recent results, motivating long-term performance, and strengthening alignment with shareholders. The Compensation Committee evaluates the overall total direct compensation package for each executive officer relative to market conditions but does not specifically target any percentile

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for each element of their total direct compensation. In conducting this evaluation, the Compensation Committee’s goal is to ensure that a significant majority of each executive officer’s total direct compensation opportunity is contingent upon Company performance and shareholder value creation. The Compensation Committee annually reviews the compensation mix of each executive on a comprehensive basis to determine whether we have provided the appropriate incentives to accomplish our compensation objectives effectively.

In general, our compensation policies emphasize long-term equity compensation more than annual cash compensation for our executive officers. The Compensation Committee believes that the Company’s 2026 pay mix as approved at the outset of 2026 supported the Company’s strong pay for performance culture, as demonstrated by the fact that approximately 85% of our current Chief Executive Officer’s target total direct compensation and approximately 66% (on average) of our other Named Executive Officers’ target total direct compensation in 2026 were variable or at risk, as represented by the following charts:

Section 4. 2026 Compensation Programs

The following table summarizes the basic elements of our compensation programs, describes the behavior and/or qualities that each element is designed to encourage, and identifies the underlying purpose for that element of our compensation program as well as key decisions that were made in respect of that element for 2026:

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Base Salary

The Compensation Committee reviews our executive officers’ base salaries annually at the end of each year and establishes the base salaries for the upcoming year. Base salary for our executive officers is determined after consideration of numerous factors, including, but not limited to: scope of work, skills, experience, responsibilities, performance and seniority of the executive, peer group base salaries for similarly-situated positions (i.e., a market competitive review) and the recommendation of the Chief Executive Officer (except in the case of his or her own compensation). The Company views base salary as a fixed component of executive compensation that compensates the executive officer for the daily responsibilities assumed in operating the Company throughout the year.

Our former Chief Executive Officer, Ms. Masino, who served in that role throughout 2026, did not receive a base salary increase in 2026. Other NEOs who were NEOs in 2025 received an average base salary increase of 2.8%. Increases were given in recognition of the individuals’ experience, responsibilities, and length of service in their respective roles, as well as their performance, to maintain salaries at market-competitive levels, and to reflect annual cost of living increases.

Base salaries for 2025 and 2026 for the Named Executive Officers, rounded to the nearest thousand dollars, were as follows:

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*

Mr. Hisel and Mr. Hoffmeister first became Named Executive Officers in 2026, with Mr. Hisel being promoted to his current role on October 1, 2025.

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**

Mr. Wolfson took early retirement from the Company effective May 1, 2026.

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Annual Bonus Plan

Our annual bonus plan is designed to provide our executive officers and more than 465 other bonus-eligible employees with the opportunity to receive additional cash compensation based on a target percentage of base salary, but only if the Company successfully meets established performance targets.

With respect to our NEOs who were NEOs in 2025 and prior years, there were no changes to any NEO’s target bonus levels in 2026 from 2025.

Program Design for 2026

Historically, the Compensation Committee establishes the annual bonus plan and the performance metrics applicable to eligible employees thereunder at its committee meeting held in the first quarter of the fiscal year. During the same quarter, the Board of Directors approves the Company’s annual budget at its meeting. However, in this first quarter of 2026, the Company was facing a highly adverse public reaction to our decision to modify our logo in certain applications and to undertake store test remodel initiatives. These reactions, in addition to negative publicity generated by various third parties, including Biglari, and the proxy contest that Biglari ran in connection with the 2025 annual meeting of shareholders, adversely affected the Company’s sales and created significant uncertainty in determining internal forecasts for 2026 performance. The Board of Directors and the Compensation Committee determined it to be in the best interests of the Company and its shareholders to delay approval of the 2026 annual budget and performance metrics under the 2026 Annual Bonus Plan until the Company’s business stabilized to ensure that the incentive framework aligned compensation with recovery-oriented objectives.

The Company was successful in its efforts to regain lost momentum, as shown by our financial performance in the second half of 2026. Once the Board of Directors and the Compensation Committee had greater visibility into the Company’s expected performance for the year, they approved the 2026 annual budget and established the metrics applicable to eligible employees under the 2026 Annual Bonus Plan. In doing so, the Compensation Committee sought to maintain a rigorous pay-for-performance framework by setting goals that were intended to encourage business recovery, while also reflecting the Company’s lower projected financial performance and substantially limiting potential payouts. Specifically, the Compensation Committee took the following steps:

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The Compensation Committee authorized management to pay 2026 annual bonuses to bonus-eligible employees below the executive officer level based on criteria that management determined would be effective to motivate and retain them.

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For executive officers, the Compensation Committee established performance metrics based solely on the Company’s achievement of adjusted EBITDA, which is the same metric used in the financial component of the 2025 Annual Bonus Plan.

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Recognizing the Company’s projected financial performance for 2026 would be below 2025 levels, the Compensation Committee established aggressive levels of threshold and target performance and significantly lowered the caps on maximum payouts to executive officers (i.e., from 180% of target under the 2025 Annual Bonus Plan to a cap at 100% of target under the 2026 Annual Bonus Plan), as described below.

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Achievement of Adjusted EBITDA

The Compensation Committee established threshold, target, and maximum levels of performance for the financial component of the 2026 Annual Bonus Plan based on the Company’s achievement of adjusted EBITDA.* The threshold level of performance for the 2026 Annual Bonus Plan was set at $100 million of adjusted EBITDA, which was approximately 107% of the projected amount approved by the Board of

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*

Adjusted EBITDA calculated in accordance with the 2026 Annual Bonus Plan is a non-GAAP financial measure. For a definition of adjusted EBITDA and a reconciliation of this non-GAAP financial measure to GAAP net income, see Appendix A. The adjustments used to determine EBITDA calculated in accordance with the 2026 Annual Bonus Plan were included in the plan itself and were not the result of discretionary decisions by the Compensation Committee in certifying results.

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Directors in the 2026 annual budget. The Compensation Committee set the target level of payout at $227 million of adjusted EBITDA, which was the same level of adjusted EBITDA as the Company had achieved in 2025 and was more than double the budgeted amount approved by the Board of Directors. The Compensation Committee prohibited payouts of more than the amounts payable upon achievement of target levels of performance, capping the 2026 annual bonus payable at 100%.

Following the conclusion of 2026, based on its review of the Company’s audited financial results, the Compensation Committee certified that the Company achieved adjusted EBITDA calculated in accordance with the 2026 Annual Bonus Plan of $196 million, corresponding to an approximate payout of 80.15% of target.

The following table sets forth (i) target 2026 bonuses for the Named Executive Officers, expressed both as a percentage of base salary and in absolute amounts, and (ii) the actual bonuses received by the Named Executive Officers under the 2026 annual bonus plan:

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*

Mr. Wolfson received a prorated portion of the 2026 bonus achieved, based on his time of service prior to his early retirement effective May 1, 2026.

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**

Mr. Hisel was promoted in October 2025 and, as part of his compensation adjustment, was approved to receive his FY26 bonus at target percentage.

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The above 2026 annual bonuses are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 38 of this proxy statement.

Long-Term Incentives

The Compensation Committee believes that long-term incentives, particularly equity-based awards, provide a strong alignment of the interests of shareholders and executives and serve as a valuable talent retention tool. Therefore, a significant portion of our executive officers’ total compensation is provided in the form of equity awards, which are granted under the Company’s 2020 Omnibus Incentive Plan, as amended, approved by our shareholders (the “2020 Omnibus Plan”). Each year the Compensation Committee considers and discusses various alternatives as to the form and structure of equity-based awards in order to best achieve these goals of shareholder alignment and talent retention.

Long-Term Incentive Arrangements for 2026

In 2026, the Company’s equity compensation awarded to executive officers was governed by the 2026 Long-Term Incentive (“LTI”) program, which the Compensation Committee adopted in September 2025.

The 2026 LTI program consists of an equal mix of performance-based and time-based awards, as described below.

Performance-Based Awards

The performance-based awards are issued in the form of performance shares under a Long-Term Performance Plan (LTPP) (the “2026 LTPP Awards”). 75% of an executive’s 2026 LTPP Award is tied to the Company’s achievement of targeted levels of Cumulative EPS growth over a three-year performance period, and the remaining 25% is tied to the Company’s achievement of positive quarterly traffic over the

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same timeframe. The minimum number of potential shares is zero and the maximum is 150% of target. Executives are required to hold all performance shares they ultimately receive upon the vesting of the 2026 LTPP Award for at least 12 months following the vesting date.

The 2026 LTPP Awards are structurally the same as the LTPP awards granted in 2025 and continue to be based in part on the achievement of positive quarterly store traffic. However, the other underlying performance metric of cumulative adjusted EPS growth used in prior years’ LTPPs was replaced with Cumulative EPS. In reaching this determination, the Compensation Committee considered, among other things, shareholder feedback, the sensitivity of cumulative adjusted EPS growth to the base year, the applicability of Cumulative EPS in situations involving loss-to-profit transitions and disrupted environments, as well as the fact that Cumulative EPS includes the impact of capital investments and the importance of improving store traffic to the Company’s long-term success.

Time-Based Awards

The time-based awards granted in 2026 to executives are structurally the same as the time-based awards granted in 2025 and follow the same performance metrics, with awards split evenly between (i) an RSU award (the “2026 RSU Award”), and (ii) a stock option award (the “2026 Stock Option Award”). The 2026 RSU Awards and Stock Option Awards vest ratably over three years from the date of grant (i.e., one third after each of the first, second, and third anniversary of the grant date). Executives are required to hold all shares they receive upon the vesting of the 2026 RSU Award for at least 12 months following the vesting date. There is no minimum holding period for shares acquired following any exercise of a vested option under the 2026 Stock Option Awards.

2026 LTI Award Grants

In September 2025, the Compensation Committee (and independent members of the Board of Directors, in the case of Ms. Masino) approved equity grants to each executive officer based on a target percentage of his or her base salary (referred to as the executive officer’s “LTI Percentage”). Each NEO’s LTI Percentage was used to derive a target award for the NEO in respect of the NEO’s 2026 LTPP Award, 2026 RSU Award, and 2026 Stock Option Award, respectively. 50% of each NEO’s LTI Percentage was allocated to the NEO’s 2026 LTPP Awards, 25% to the NEO’s 2026 RSU Awards, and 25% to the NEO’s 2026 Stock Option Awards.

In the case of the 2026 LTPP Awards and the 2026 RSU Awards, each NEO’s award was converted into a target number of shares by multiplying the allocated portion of the NEO’s LTI Percentage against the NEO’s base salary and then dividing that number by the closing price of the Company’s common stock on the grant date, which was $43.80. For the 2026 Stock Option Awards, the same methodology was used, but the divisor was $18.56, corresponding to the grant date fair value of each stock option, calculated using a Black-Scholes valuation model and the assumptions set forth in the footnotes on page 39 of this proxy statement.

The 2026 RSU Awards and, if they ultimately pay out, the 2026 LTPP awards, are credited with dividend equivalent rights for any cash dividends paid on the Company’s stock between the award date and the vesting date, based on the number of shares ultimately awarded, and the deferred amounts are settled in cash upon the vesting of the awards at the end of the performance period. No dividends or dividend equivalents are paid on unvested/unearned shares or stock options.

NEOs (other than Ms. Masino) will forfeit their 2026 LTI Awards if, prior to that time, they are terminated or voluntarily resign other than as a result of (i) retirement by an individual who meets the retirement-eligible conditions of 60 years of age and at least five years of service, for which such awards will be prorated for time served and based on actual performance determined at the end of the performance period (with respect to the 2026 LTPP Award); or (ii) following a change in control of the Company. The Board of Directors of the Company determined that Mr. Wolfson could take early retirement and thus will receive pro-rated vesting of the 2026 RSU Awards and the 2026 Stock Option Award, based upon his time of service, as well as pro-rated vesting of the 2026 LTPP Award, based on actual performance and his time of service. Under the Masino Transition Agreement, Ms. Masino will receive accelerated vesting of the

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2026 RSU Awards and the 2026 Stock Option Award, and pro-rated vesting of the 2026 LTPP Award, based on actual performance and her time of service, which vesting terms are consistent the Former Masino Employment Agreement.

2026 LTPP Awards

The following table summarizes the target performance-based 2026 LTPP Awards for each of our Named Executive Officers at the time of grant. As indicated above, the awards will pay out, if at all, at the end of the performance period in September 2028:

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*

Ms. Masino’s and Mr. Wolfson’s 2026 LTPP Awards will be paid at the end of the performance period, based on actual performance and will be pro-rated based upon Ms. Masino’s and Mr. Wolfson’s respective time of service.

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2026 RSU Awards.   The following table summarizes the target 2026 RSU Awards for each of our Named Executive Officers at the time of grant. The 2026 RSU Awards will ratably vest over the three years (i.e., one third on each of the first, second and third anniversaries of the date of grant, respectively).

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*

Ms. Masino’s 2026 RSU Award will vest in full upon the expiration of the Masino Transition Agreement.

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**

A pro-rated portion of Mr. Wolfson’s 2026 RSU Award will vest at the end of the vesting period based on his time of service.

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2026 Stock Option Awards.   The following table summarizes the target 2026 Stock Option Awards for each of our Named Executive Officers at the time of grant. The 2026 Stock Option Awards will ratably vest over the three years (i.e., one third on each of the first, second and third anniversaries of the date of grant, respectively). Each option has a ten-year term, expiring on the tenth anniversary of the grant date.

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*

Ms. Masino’s 2026 Stock Option Award will vest in full and become exercisable upon the expiration of the Masino Transition Agreement.

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**

A pro-rated portion of Mr. Wolfson’s 2026 Stock Option Award will vest at the end of the vesting period based upon his time of service.

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Previously Granted Performance-Based Equity Awards

2024 LTPP Awards

In September 2026, some of our NEOs received payouts of performance-based awards that were granted in September 2023, which was shortly after the start of our fiscal year 2024. These awards are referred to as the “2024 LTPP Awards.” Details about the 2024 LTPP Awards and the underlying program’s design, are described in greater detail in our proxy statement filed with the SEC on October 9, 2024 (our “2024 Proxy Statement”). Executives are required to hold all shares they received pursuant to the 2024 LTPP Awards for at least 12 months following the vesting date.

The 2024 LTPP Awards were an award of performance shares based on the Company’s adjusted EBITDA growth each year over a three-year performance period (2024, 2025 and 2026). The final payout was then subject to potential downward or upward adjustment (“TSR Adjustment”), based on the Company’s TSR performance relative to the Index over the same three-year performance period.

The Compensation Committee established and approved identical adjusted EBITDA growth targets for each year during the performance period, and the results of each year were averaged to determine the final payout of the 2024 LTPP Awards before the application of the TSR Adjustment. In establishing the adjusted EBITDA growth targets for each year, the Compensation Committee considered, among other things, past and expected industry trends, market, and economic conditions, the Company’s strategic plans, and prior year performance. The applicable adjusted EBITDA growth targets and associated levels of payouts, and the Company’s actual achievement, for each of the three years were as follows:

In September 2026, the Compensation Committee reviewed and certified the Company’s performance over the three-year performance period for the 2024 LTPP Awards, first by certifying the Company’s annual adjusted EBITDA performance for each year during the three-year performance period and the associated payout, and then adjusting the payout in light of the Company’s TSR for the period against the Index.

The Compensation Committee certified that the Company’s adjusted EBITDA performance over the three-year performance period equated to a final payout before application of the TSR Adjustment of approximately 35.5% of target (“Base Payout Level”). The Compensation Committee then certified that the Company’s TSR for the period was approximately -33.3%, calculated as follows:

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(Change in price of the Company’s common stock during 3-year
performance period + dividends paid during 3-year performance period)

​

Price of the Company’s common stock at the start of the performance period

The Company’s TSR for the period fell within the bottom quartile of the Index, resulting in a 25% reduction to the Base Payout Level, and a final payout of 2024 LTPP awards of approximately 26.6% of target. Consequently, the final number of shares issued under the 2024 LTPP awards to each eligible NEO on September 30, 2026 was approximately 26.6% of target, as follows:

Health and Welfare Benefits

We offer a group insurance program consisting of life, disability and health insurance benefit plans that cover all full-time management and administrative employees, and a supplemental group term life insurance program that covers our Named Executive Officers and certain other management personnel. Aside from the annual recalibration of benefit costs and the associated premium changes that affect all participants, no significant changes were made to our health and welfare benefits for our Named Executive Officers during 2026.

Severance and Change in Control Provisions

None of our Named Executive Officers for fiscal year 2026 had an employment agreement other than Ms. Masino, whose agreement governs her arrangements relating to severance and/or a change in control of the Company (a “CIC Transaction”). Our current Chief Executive Officer, David Deno, who was appointed effective August 10, 2026, following the end of our fiscal year 2026, also has an employment agreement, which governs his arrangements related to severance and/or a CIC Transaction. With the exception of Mr. Hisel, our other Named Executive Officers for fiscal year 2026, along with all of the Company’s other executive officers, have entered into (i) severance agreements (“General Severance Agreements”) that govern the terms of their involuntary separation from the Company other than in connection with a CIC Transaction; and (ii) change in control agreements (“CIC Agreements”) that govern their employment by the Company and the terms of their involuntary separation from the Company following a CIC Transaction. Mr. Hisel has entered into a retention and severance agreement (the “Hisel Retention Agreement”), which replaces his former General Severance Agreement. These agreements are summarized as they apply to our Named Executive Officers and our current Chief Executive Officer below. In addition, Mr. Wolfson entered into a separation agreement on May 1, 2026 (the “Wolfson Separation Agreement”) in connection with his retirement from the Company.

The General Severance Agreements are intended to attract and retain executive talent by providing executives with reasonable assurance that if their employment relationship with the Company is involuntarily terminated in certain circumstances other than for cause they will have sufficient resources to be able to transition to other professional opportunities. While the CIC Agreements are intended as a recruitment and retention tool, they are additionally intended to ensure that the Company will have the continued dedication, focus and objectivity from key executives in the event of a proposed CIC Transaction, and thus maintain the alignment of our executives’ interests with those of our shareholders.

The employment agreement with Ms. Masino, the employment agreement with Mr. Deno, the General Severance Agreements, the CIC Agreements, the Hisel Retention Agreement and the Wolfson Separation

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Agreement are described in greater detail below. Potential payments pursuant to these agreements to our Named Executive Officers for fiscal year 2026 under various termination scenarios are more fully described under “Executive Compensation — Compensation Tables and Information — Potential Payments Upon Termination or Change in Control” below, including the table on page 49 of this proxy statement.

Severance Benefits Specific to Ms. Masino

For most of 2026, the Company and Ms. Masino were parties to an employment agreement entered into on July 17, 2023 (the “Former Masino Employment Agreement”), pursuant to which Ms. Masino served as the Company’s President and Chief Executive Officer. On July 26, 2026, in connection with our CEO transition, the Company and Ms. Masino terminated the Former Masino Employment Agreement and entered into a transition agreement (the “Masino Transition Agreement”). Under the Masino Transition Agreement, Ms. Masino agreed to continue serving as the Company’s President and Chief Executive Officer until August 10, 2026 (the “Transition Date”), and following the Transition Date, to serve as an employee in an advisory capacity until October 9, 2026 (the “Termination Date”).

In connection with Ms. Masino’s departure from the Company, the Masino Transition Agreement provides that Ms. Masino will be entitled to separation payments and related benefits and treatment of her outstanding unvested equity awards that are consistent with those previously disclosed to be received by her in connection with a termination by the Company without Cause (as defined therein) pursuant to the terms of the Former Masino Employment Agreement. These separation benefits include the following: (i) unpaid base salary through the Termination Date; (ii) an amount equal to 2x Ms. Masino’s base salary and target-level incentive bonus, payable in installments on the same terms and with the same frequency as Ms. Masino’s salary was paid under the Former Masino Employment Agreement; and (iii) her annual cash incentive bonus for 2026, payable at the same time and manner as it would have been paid had Ms. Masino’s employment not been terminated. Additionally, Ms. Masino received accelerated vesting of any unvested stock options and time-vesting equity awards, as well as pro-rated vesting of performance-based restricted shares effective as of the Termination Date, with the payout of such awards, if any, based on actual performance through the end of the applicable performance period. As a condition of receiving these separation benefits, Ms. Masino must execute a comprehensive release of claims against the Company and remain bound by various restrictive covenants.

The Compensation Committee and all independent members of the Board of Directors considered the costs and benefits of the economic and other terms of the arrangement and concluded that it was in the best interests of the Company to enter into the Masino Transition Agreement. In reaching this conclusion our directors considered (i) the understanding of the parties when the Former Masino Employment Agreement was entered into in 2023, (ii) the benefit of a transition period between Ms. Masino’s separation and Mr. Deno’s assumption of the role of Chief Executive Officer; and (iii) Ms. Masino’s understanding of the Company’s business and strategic initiatives.

Severance Benefits Specific to Mr. Deno

The Company and Mr. Deno entered into an employment agreement on July 26, 2026 (the “Deno Employment Agreement”), pursuant to which Mr. Deno began serving as the Company’s President and Chief Executive Officer effective August 10, 2026.

Among other things, the Deno Employment Agreement governs the severance benefits to be received by Mr. Deno. Under the Deno Employment Agreement, Mr. Deno’s employment with the Company is “at will” and either party may terminate the agreement at any time, but Mr. Deno will be entitled to certain severance benefits in the event that his employment with the Company is terminated under certain circumstances.

In the event that Mr. Deno’s employment is terminated by the Company with Cause (as defined in the Deno Employment Agreement) or by Mr. Deno without Good Reason (as defined in the Deno Employment Agreement), the Deno Employment Agreement provides the Company shall pay accrued but unpaid base salary, any compensation previously deferred, accrued but unpaid vacation and reimbursements, any accrued but unpaid cash incentive compensation earned in respect of a prior fiscal year, and other accrued amounts or benefits under the Deno Employment Agreement (the “accrued obligations”) to Mr. Deno. Mr. Deno

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will forfeit any unearned cash incentive awards and outstanding equity awards (including stock options) that are unvested at the time of such termination.

If Mr. Deno’s employment is terminated by the Company without Cause or by Mr. Deno with Good Reason, the Deno Employment Agreement provides that, in addition to the accrued obligations under the Deno Employment Agreement, Mr. Deno will be entitled to:

•

an amount equal to two times the sum of Mr. Deno’s current base salary and Mr. Deno’s annual cash target-level incentive bonus;

​

•

a prorated portion of Mr. Deno’s annual cash incentive bonus for the fiscal year in which such termination occurs, based on the number of calendar days elapsed prior to such termination; and

​

•

a lump-sum payment in an amount equal to the costs of continued health benefits under COBRA for a period of 24 months.

​

In addition, if Mr. Deno’s employment is terminated by the Company without Cause (other than due to death or disability) or by Mr. Deno with Good Reason on or before July 26, 2028, Mr. Deno will forfeit all unvested equity awards (other than the one-time time-based RSU and stock option award granted to Mr. Deno in connection with his appointment as President and Chief Executive Officer), and if terminated after July 26, 2028, Mr. Deno’s unvested stock options and time-vesting equity awards will automatically vest as of the time of such termination, and unvested performance awards shall be prorated for service and payable upon conclusion of the applicable performance period based on actual performance.

Change in Control Benefits for Mr. Deno

The Deno Employment Agreement provides certain benefits in the event that Mr. Deno’s employment with the Company is terminated in connection with a change in control. The Deno Employment Agreement contains a “double trigger,” and in the event that a Change in Control of the Company (as defined in the Deno Employment Agreement) occurs during the term of the Deno Employment Agreement, and his employment is terminated without Cause or terminated by Mr. Deno with Good Reason within two years following the Change in Control, Mr. Deno will be entitled to receive:

•

a lump sum payment equal to two times the sum of Mr. Deno’s then-current base salary and Mr. Deno’s annual cash target-level incentive bonus;

​

•

a prorated portion of Mr. Deno’s annual cash incentive bonus for the fiscal year in which such termination occurs, based on the number of calendar days elapsed prior to such termination;

​

•

accelerated vesting of all equity awards (including stock options), with performance-based awards determined as if target-level performance was achieved by the Company as of the date of termination; and

​

•

a lump-sum payment in an amount equal to the costs of continued health benefits under COBRA on a monthly basis for a period of 24 months.

​

The Deno Employment Agreement does not entitle Mr. Deno to receive any gross-up payment to reimburse him for any excise tax under Sections 280G and 4999 of the Code, as amended. Mr. Deno will be subject to noncompetition, non-solicitation and confidentiality restrictions following the termination of his employment. The agreement obligates Mr. Deno not to own or work as an employee or consultant for any multi-unit restaurant business that offers full service family or casual dining or to solicit the Company’s employees for a period of two years following the termination of his employment.

General Severance Agreement for other Named Executive Officers

Each Named Executive Officer who is a party to the General Severance Agreement will be entitled to receive severance benefits of 12-18 months’ base salary continuation and continuation of benefits under COBRA (with the executive responsible for paying the premiums), depending on his or her length of service, as a result of the termination of his or her employment by the Company other than for “cause” or by the executive for “good reason” ​(each as defined in the agreement).

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To receive the foregoing benefits, the executive must execute a comprehensive release in favor of the Company, waiving any claims the executive may have against the Company. In addition to obligating the executive to maintain confidentiality of Company information and return all Company property, the General Severance Agreement further contains non-competition covenants that (i) restrict the executive from working with certain competitors for a period of six months; and (ii) soliciting employees of the Company or interfering with the relationship of any customer, supplier or other business relation of the Company for a period of 12 months.

The Severance Agreement has an initial term of three years and will automatically renew each year thereafter unless the Company provides the executive with 90 days’ written notice of its intention not to renew prior to the expiration of the then-current term.

The Hisel Retention Agreement largely incorporates the terms of the General Severance Agreement, but also provides for a retention bonus of $200,000 that is repayable in full by Mr. Hisel in the event of Mr. Hisel’s resignation without good reason prior to August 3, 2028. The Hisel Retention Agreement also provides for a grant of time-based RSUs with a grant date fair value of $1 million, vesting 2/3 on the second anniversary of the grant date and 1/3 on the third anniversary of the grant date, subject to Mr. Hisel’s continued employment.

CIC Agreements

The CIC Agreement becomes effective only in the event of a CIC Transaction, as defined in the agreement. Once it takes effect, the Company agrees to employ the executive, and the executive agrees to remain in the employ of the Company, from the date of a change in control to the earlier to occur of the second anniversary of such change in control or the executive’s normal retirement date. During this period of employment, the Company agrees to provide the executive with (i) base salary at least equal to the highest base salary which the executive was paid during the 24 calendar months immediately prior to the change in control, (ii) the right to participate, at the highest target percentage rate or target participation level at which he or she participated during the 12-month period prior to the change in control, in the Company’s bonus and equity incentive compensation plans; and (iii) the same employee benefits and perquisites which the executive received (or had the right to receive) during the 12 months immediately prior to the date of the change in control.

The CIC Agreement has an indefinite term but may be terminated by the Company upon not less than one year’s prior written notice to the executive if (i) the Company has not received any proposal or indication of interest from a party regarding, nor is the Company’s Board of Directors then considering, a potential change in control transaction; and (ii) the Company terminates the CIC Agreements for all similarly situated executives and not just the individual.

The CIC Agreement is “double trigger”, and no payments or equity awards are paid out immediately upon the change in control. The executive does not have any right to receive any gross-up payment in reimbursement of any excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). If amounts payable under the CIC Agreement would be subject to such excise tax, then the executive will pay the tax or such amounts will be reduced to a level where the excise tax no longer applies, whichever is more beneficial to the executive. The CIC Agreement contains restrictive covenants, including relating to confidentiality, non-competition, and non-solicitation, that are identical to the ones found in the General Severance Agreement.

In the event that employment is terminated by the Company other than for “cause” or by the executive for “good reason” ​(each as defined in the CIC Agreement) at any point during the 24 months following a change in control, then, in addition to any accrued and unpaid salary, bonus, benefits and vacation time, the terminated executive is entitled to (i) a lump-sum cash payment equal to two times the sum of his or her annual salary and target annual bonus for the year in which termination occurs, (ii) his or her annual bonus for the year in which termination occurs, pro-rated to his or her actual period of service during that year; (iii) continued health and welfare benefits and perquisites for the two-year period following termination at no greater cost to the executive; and (iv) the payment of the cash-out of his or her equity awards, as described below.

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Unless an individual equity award agreement provides the executive with immediate vesting of the award upon a change in control (in which case the terms of such award agreement will apply), under the CIC Agreement, all of the executive’s outstanding and unvested equity awards and accrued dividends at the time of the change in control occurs will be converted to cash at their target level of award, which, depending on the Company’s projected performance at the time of conversion, could be beneficial or detrimental to the executive. The converted cash will earn interest at the rate of 1.5% over the 10-year Treasury Bill rate in effect at the beginning of each month and will be paid to the executive upon the earliest to occur of (i) the second anniversary of the change in control; (ii) the date(s) on which the underlying awards would have otherwise vested or been paid; or (iii) the date of a qualifying termination of the executive’s employment under the CIC Agreement.

Consulting Agreements

In connection with the appointment of Ms. Masino to the position of President and Chief Executive Officer in 2023, the Company entered into Consulting Agreements (each, a “Consulting Agreement”) with certain senior executive officers who serve in key roles supporting the Chief Executive Officer of the Company and who were at or near retirement eligibility (each, a “Consulting Executive”), including Mr. Wolfson and Mr. Hoffmeister. (Mr. Wolfson retired from the Company effective May 1, 2026, and his Consulting Agreement was terminated.) The Consulting Agreements require each Consulting Executive to provide at least six months’ notice of his or her intent to retire or otherwise resign and remain available to consult for the Company for up to one year after termination as directed by the Company, to allow for orderly transition planning of these senior roles and to allow for continued access to these executives’ skill sets following his eventual departure. The Company has the option to terminate the employment of a Consulting Executive prior to the end of the six-month notice period, in which case the applicable Consulting Agreement would be null and void and the termination will constitute a “Qualifying Termination” under his or her respective General Severance Agreement. To the extent the applicable Consulting Executive’s employment is not terminated prior to the end of the six months’ notice period, (i) the General Severance Agreement will automatically be nullified and terminated, and (ii) the Consulting Executive will be obliged to be available to consult with the Company, subject to certain terms and conditions set forth in the applicable Consulting Agreement, for up to one year in exchange for a consulting fee to be paid in installments during the one-year term. The effective result of the foregoing arrangement is that the Company can proceed in the manner it believes is more advantageous to the Company — either severing the employment relationship with the Consulting Executive and triggering the General Severance Agreement or engaging the Consulting Executive for up to an additional year in a consultative capacity.

Wolfson Separation Agreement

On December 5, 2025, Mr. Wolfson notified the Company of his intent to retire on May 5, 2026, as contemplated under the terms of his Consulting Agreement with the Company, dated July 17, 2023. In recognition of a successful transition and succession planning process facilitated by this advance notice, the Board of Directors of the Company determined that Mr. Wolfson could take early retirement on May 1, 2026 and thus would receive pro-rated vesting of the outstanding time-based awards, based upon his time of service, as well as pro-rated vesting of performance-based awards, based on actual performance and his time of service. Mr. Wolfson will also receive the previously disclosed benefits under the Consulting Agreement, which was terminated pursuant to the Wolfson Separation Agreement. As a condition of receiving these separation benefits, Mr. Wolfson executed a comprehensive release of claims against the Company and remains bound by various restrictive covenants.

Perquisites

Other than participation in benefit plans that are broadly applicable to our full-time employees, we provide very limited perquisites and other benefits to our Named Executive Officers. During fiscal 2026, we provided to our executive officers the availability of a concierge medical service. Additionally, we may provide additional benefits to our NEOs in special circumstances, as was the case with Ms. Masino for a limited time in calendar year 2025, during which period the Company provided personal security services to Ms. Masino as appropriate and necessary to address security concerns.

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All perquisites that are received by Named Executive Officers are reflected in the Summary Compensation Table on pages 38 – 40 of this proxy statement under the “All Other Compensation” column and related footnote.

As far as other perquisites are concerned, we note that:

•

Named Executive Officers do not have use of a Company vehicle;

​

•

Named Executive Officers may not schedule the Company aircraft for personal travel;

​

•

We do not have a defined benefit pension plan or SERP; and

​

•

We do not provide perquisites that are provided by many other companies, such as club memberships or drivers.

​

Section 5. Other Executive Compensation Policies and Guidelines

Stock Ownership Guidelines

We have stock ownership guidelines (the “Ownership Guidelines”) that apply to all executive officers and our non-employee directors, and that are posted on our website at www.crackerbarrel.com. The Ownership Guidelines reflect the Compensation Committee’s belief that executives and directors should accumulate a meaningful level of ownership in Company stock to align their interests with shareholders. The Ownership Guidelines are based on a multiple of base salary for executive officers and the base annual cash retainer for non-employee directors. The Chief Executive Officer’s guideline is five times base salary, the Chief Financial Officer’s guideline is three times base salary, and any other executive officer’s guideline is two times base salary. No executive officer may sell or otherwise dispose of any shares until his or her aggregate ownership satisfies these requirements. Our non-employee directors are subject to a guideline of six times the annual base cash retainer paid to such non-employee director. Calculations to determine compliance with the Ownership Guidelines are made during the first quarter of each year, and are based upon (i) with respect to executive officers, each officer’s base salary applicable at the time of such calculation and (ii) the average closing price of the Company’s common stock, as reported by Nasdaq, for each trading day during the last 30 calendar days of the preceding year and the first 30 calendar days of the year in which the calculation is performed. For 2026, the Ownership Guidelines for our Named Executive Officers were as follows:

Executive officers and non-employee directors must retain 100% of the net number of shares of common stock acquired (after payment of exercise price, if any, and taxes) upon the exercise of stock options and the vesting of restricted stock or RSUs granted until they achieve compliance with the applicable guideline. Once achieved, ownership of the guideline amount must be maintained for as long as the executive officers and non-employee directors are subject to the Ownership Guidelines. Executive officers and non-employee directors who do not comply with the Ownership Guidelines may not be eligible for future equity awards. If an executive officer or non-employee director falls below the required ownership threshold, he or she is prohibited from selling shares of Company common stock until he or she meets the ownership thresholds.

Policies and Practices Regarding the Grant of Certain Equity Awards

Item 402(x) of Regulation S-K requires the Company to discuss its policies and practices on timing of awards of stock options in relation to the disclosure by the Company of material non-public information.

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Equity awards are discretionary and are generally granted to our executive officers in September of each year following the announcement of our earnings for the previous fiscal year. In certain circumstances, including the hiring, promotion or achievement of an exceptional performance of an officer, the Compensation Committee may approve grants at other times during the year. The Compensation Committee does not take material non-public information into account when determining the timing and terms of equity awards, and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During fiscal year 2026, the Compensation Committee awarded stock options to our NEOs in the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q or the filing or furnishing of a current report on Form 8-K that disclosed material non-public information, and ending one business day after the filing or furnishing of such report (the “Designated Periods”). As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information relating to stock options awarded to NEOs in the Designated Periods occurring during fiscal year 2026.

​

(1)

The grant date fair value of the disclosed stock options is estimated using the Black-Scholes valuation model.

​

(2)

The closing price per share of our common stock on September 25, 2025 (the trading date ending immediately prior to the filing of our Annual Report on Form 10-K for fiscal year 2025) was $43.80, and the closing price per share of our common stock on September 29, 2025 (the next trading date beginning immediately following the filing of our Annual Report on Form 10-K for fiscal year 2025) was $44.95.

​

Anti-Hedging and Anti-Pledging Policy

The Company’s anti-hedging and anti-pledging policy (the “Anti-Hedging and Anti-Pledging Policy”) prohibits directors and officers from directly or indirectly engaging in hedging against future declines in the market value of the Company’s securities through the purchase of financial instruments designed to offset such risk and from pledging the Company’s securities as collateral for margin and other loans. The Compensation Committee considers it improper and inappropriate for directors and officers of the Company to engage in hedging transactions to mitigate the impact of changes in the value of the Company’s securities.

Similarly, placing the Company’s securities in a margin account or pledging them as collateral may result in their being sold without the director’s or officer’s consent or at a time when the director or officer is in possession of material nonpublic information of the Company. When any of these types of transactions

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occurs, the director’s or officer’s incentives and objectives may be less closely aligned with those of the Company’s other shareholders, and the director’s or officer’s incentive to improve the Company’s performance may be (or may appear to be) compromised. Under the Anti-Hedging and Anti-Pledging Policy, no director or officer may, directly or indirectly, engage in any hedging transaction that reduces or limits the director’s or officer’s economic risk with respect to the director’s or officer’s holdings, ownership or interest in the Company’s securities, including outstanding stock options, stock appreciation rights or other compensation awards the value of which are derived from, referenced to or based on the value or market price of the Company’s securities.

Prohibited transactions include the purchase by a director or officer of financial instruments, including, without limitation, prepaid variable forward contracts, equity swaps, collars, puts, calls or other derivative securities that are designed to hedge or offset a change in market value of the Company’s securities, as well as any transaction that places the Company’s securities in a margin account or pledges them as collateral for loans or other obligations.

Recoupment Provisions

The Company may recover any incentive compensation awarded or paid, including our 2026 Annual Bonus payments, pursuant to an incentive plan based on (i) achievement of financial results that were subsequently the subject of a restatement due to material noncompliance with any financial reporting requirement under either GAAP or the federal securities laws, other than as a result of changes to accounting rules and regulations, or (ii) a subsequent finding that the financial information or performance metrics used by the Compensation Committee to determine the amount of the incentive compensation were materially inaccurate, in each case regardless of individual fault. In addition, the Company may recover any incentive compensation awarded or paid pursuant to any incentive plan based on a participant’s conduct which is not in good faith and which materially disrupts, damages, impairs or interferes with the business of the Company and its affiliates.

In order to comply with the applicable provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and requirements of Nasdaq (including Rule 5608 of the Nasdaq listing rules), the Company has adopted the Cracker Barrel Old Country Store, Inc. Nasdaq Executive Compensation Recovery Policy (“Nasdaq Clawback Policy”). In addition to the Company’s rights of recoupment as outlined above, the Nasdaq Clawback Policy subjects any incentive-based compensation paid to an executive officer after October 3, 2023 to recoupment if and to the extent the same was paid on the basis of financial results in respect of any of our three most recently completed fiscal years, which results were later restated. The Nasdaq Clawback Policy further authorizes the Compensation Committee to use a variety of means to effect any such recoupment, including the withholding of cash compensation, and cancelling, adjusting or offsetting against some or all outstanding vested or unvested equity awards.

Insider Trading Policies

The Company has adopted a Statement of Policy Regarding Insider Trading and integrated Special Trading Procedures Policy that governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of the Company’s Statement of Policy Regarding Insider Trading and integrated Special Trading Procedures Policy is filed as an exhibit to our Annual Report on Form 10-K.

Impact of Tax and Accounting Treatments on Compensation

Although the accounting and tax treatment of executive compensation generally has not been a factor in the Compensation Committee’s decisions regarding the amounts of compensation paid to our executive officers, it has been a factor in the compensation mix as well as the design of compensation programs. We have attempted to structure our compensation to maximize the tax benefits to the Company (e.g., deductibility for tax purposes) and to appropriately reward performance. The accounting treatment of differing forms of equity awards presently used to compensate our executives varies. However, the accounting treatment is not expected to have a material effect on the Compensation Committee’s selection of differing types of equity awards.

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Sections 280G and 4999

None of our Named Executive Officers have a right under any of their compensation agreements with us or otherwise to receive any gross-up payment to reimburse such executive officer for any excise tax under Sections 280G and 4999 of the Code.

Section 162(m)

While compensation in excess of  $1.0 million per year paid to any of our Named Executive Officers is not deductible for U.S. federal income tax purposes, the Compensation Committee may continue to approve compensation that will not be fully deductible in order to ensure competitive levels of total compensation for our executive officers.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) included in this proxy statement. Based on its review and discussions of the CD&A with management, the Compensation Committee recommended to our Board of Directors that the CD&A be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for 2026.

This report has been submitted by the members of the Compensation Committee:

Michael Goodwin, Chair
John Garratt
Cheryl Henry
Darryl (“Chip”) Wade

This Compensation Committee report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing made by the Company under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference therein.

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COMPENSATION TABLES AND INFORMATION

Summary Compensation Table

The following table sets forth information regarding the compensation for the Named Executive Officers during 2026, 2025 and 2024.

​

(1)

Amounts in this column reflect the actual base salary earned by the NEO in 2026, 2025 and 2024, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table.

​

(2)

In this column, the amount for Mr. Hisel represents a retention bonus paid pursuant to the Hisel Retention Agreement.

​

(3)

The amounts disclosed in this column reflect the aggregate grant date fair value of stock and RSU awards for 2026, 2025 and 2024, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). Specifically, the amounts provided for 2026 reflect the aggregate grant date fair value of the Named Executive Officer’s (i) time-based awards under the 2026 Time-based RSU; and (ii) target number of performance-based awards under the 2026 LTPP.

​

For the performance-based awards, the aggregate grant date fair value has been determined assuming the probable outcome of the performance condition on the date of the grant (i.e., the achievement of the target performance level). Assuming an outcome of performance conditions at the maximum level for the performance-based awards, the aggregate grant date fair value of all the stock awards made to each Named Executive Officer in 2026 (including the time-based award) are as follows:

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​

(4)

The amounts shown in this column represent the aggregate grant date fair value of the stock options, computed in accordance with ASC Topic 718, using a Black-Scholes valuation methodology. Set forth below are the assumptions made in determining grant date fair value, which are also discussed in Note 9 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K for 2025, filed with the SEC on September 26, 2025.

​

​

(5)

Amounts in this column reflect payments earned by the NEO in 2026, 2025 and 2024 under our Annual Bonus Plan for such years, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table. In the case of Ms. Masino, half of the amount shown for 2025, or $690,293, was paid in cash. The other half was paid in the form of restricted stock having a grant date value of $690,293 and vesting on September 30, 2026.

​

(6)

The table below sets forth information regarding each component of compensation included in the “All Other Compensation” column of the Summary Compensation Table above.

​

(7)

Ms. Masino joined the Company as Chief Executive Officer-Elect on August 7, 2023. The amount included for Ms. Masino in 2024 under the column entitled “Stock Awards” includes a one-time grant of 4,974 shares of restricted stock issued to Ms. Masino upon her joining the Company in 2024. One-third of these shares vested on the first, second and third anniversaries of the grant, respectively.

​

(8)

The amount included for Mr. Hisel for 2026 under the column entitled “Restricted Stock/RSU Awards” includes a one-time grant of 2,000 shares of restricted stock issued to Mr. Hisel on October 9, 2025. These shares vest on October 9, 2028. In addition, the amount shown includes another one-time grant of 17,519 time-based RSUs issued to Mr. Hisel on July 30, 2026 to incentivize his retention pursuant to the Hisel Retention Agreement. Two-thirds of these shares vest on July 30, 2028, and one-third will vest on July 30, 2029.

​

(9)

Mr. Wolfson retired from the Company effective May 1, 2026.

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(10)

The amount included for Ms. Roberts for 2024 under the column entitled “Restricted Stock/RSU Awards” includes a one-time grant of 14,459 shares of restricted stock issued to Ms. Roberts on September 21, 2023, in recognition of her individual performance and to incentivize her retention. These shares vested in two equal installments on September 30, 2024, and September 30, 2025.

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All Other Compensation

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(1)

We provide supplemental long-term disability insurance and life insurance to our executives and certain other employees. The amounts disclosed in this column represent the premiums paid by the Company on behalf of the NEO.

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(2)

The amounts disclosed in this column represent 2026 cash dividend equivalents which were or will be paid to the NEO upon the vesting of (i) the 2026 LTPP and 2025 LTPP awards (at an assumed target level of performance), and (ii) the 2026, 2025, and 2024 Time-based RSU Grants, and (iii) any other time-based RSAs or RSUs granted to an NEO that vested in 2026 or were unvested at the end of 2026. These amounts will be settled in cash upon the vesting of the shares underlying such awards.

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(3)

The amount disclosed in this column for Mr. Hisel represents expenses for concierge medical services and proceeds from the repurchase of Mr. Hisel’s shares of Rocking Chair, Inc., a subsidiary of the Company. The amount disclosed in this column for Ms. Masino are related to personal security costs incurred by the Company in calendar year 2025 to address specific threats and safety concerns. The amount disclosed in this column for Mr. Wolfson includes amounts paid to Mr. Wolfson pursuant to the Wolfson Separation Agreement.

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Grants of Plan-Based Awards Table

The following table sets forth information regarding grants of plan-based awards made to the Named Executive Officers during 2026.