#Convertible Notes #Cracker Barrel #Lebanon #Capped Call

Cracker Barrel Increases Offering of Convertible Senior Notes

Cracker Barrel Old Country Store, Inc., renowned for its homestyle cooking and unique retail experience, has announced a significant upsizing of its private offering of convertible senior notes. Initially set at $275 million, the company has increased the offering to $300 million due to heightened investor interest. These notes, which carry an interest rate of 1.75% per annum, are set to mature in 2030 and aim to fortify Cracker Barrel's financial capabilities and growth initiatives.

Cracker Barrel's decision to raise the offering follows a strategic assessment of its funding needs as it continues to expand its market presence. This financial maneuver is intended solely for a select group of institutional buyers meeting specific qualifications under the U.S. Securities Act of 1933. Notably, the company has given initial purchasers the option to acquire an additional $45 million worth of notes within a 13-day period following the initial issuance.

The senior notes will be unsecured obligations of Cracker Barrel and will accrue interest, which will be paid semi-annually beginning March 15, 2026. Investors enthusiastic about converting these notes can do so beginning March 15, 2030, during specific periods, and under certain conditions. The conversion ratio stands at 13.8455 shares per $1,000 principal, creating a conversion price of approximately $72.23 per share, representing a notable premium over its stock's last sale of $54.51 as of June 10, 2025.

Moreover, Cracker Barrel can redeem these notes in part or full after September 15, 2028, contingent on stock performance exceeding 130% of the conversion price for a designated timeframe. The repurchase of notes can also be triggered in the event of a