Proxy Advisory Firms, ISS, Glass Lewis, and Egan-Jones, Conclude Change is Warranted at Cracker Barrel and Recommend Vote AGAINST Cracker Barrel Nominees

Glass Lewis Recommends Cracker Barrel Shareholders Vote AGAINST the Election of Director Gilbert Dávila for "faulty" board-level marketing expertise, and Jody Bilney for adopting 'arbitrary' and 'regressive' bylaw amendments

Glass Lewis Concluded Cracker Barrel's Bylaw Revisions are Firmly Misaligned with Basic Standards of Corporate Governance

ISS Recommends Cracker Barrel Shareholders Vote AGAINST the Election of Director Gilbert Dávila

Egan-Jones Recognizes Urgent Need for Leadership Change Given Cracker Barrel's Lagging TSR, Financial Underperformance, Operational Challenges, and Management and Strategy Execution Failures

Egan-Jones Recommends Cracker Barrel Shareholders Vote AGAINST the Election of CEO Julie Masino, Chairman Carl Berquist, and Directors Gilbert Dávila, Gisel Ruiz and Darryl Wade

SAN ANTONIO, Nov. 10, 2025 /PRNewswire/ -- Biglari Capital Corp. (together with its affiliates, "Biglari Capital") today announced that independent proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis, have recommended that shareholders vote AGAINST the election of one or more incumbent nominees of Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (NASDAQ: CBRL) at the Company's upcoming annual meeting of shareholders, scheduled to be held on November 20, 2025 (the "Annual Meeting").

In its report, Glass Lewis* (emphasis added):

Noted the board's attempts to deflect and distract shareholders and that Biglari Capital has been correct in its criticisms of the Company:

Highlighted the impact of failed rebranding initiatives:

Raised concerns with removal of relative TSR as a performance benchmark in Cracker Barrel's executive compensation:

Labeled Cracker Barrel's Bylaw Amendments as Punitive, Arbitrary, Excessive, Misleading and Regressive:

Concluded Change is Warranted at Cracker Barrel:

In its report, ISS* (emphasis added):

Highlighted Cracker Barrel's Disappointing Transformation Plan, TSR and Operating Performance

Held Board Accountable for Failing to Institute Processes to Avoid Major Mistakes:

Recommended Shareholders Vote for Change at Cracker Barrel:

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

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

*Permission to use quotations from the ISS and Glass Lewis reports was neither sought nor obtained.

Additional Information

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

Contacts

Shareholders:

Saratoga Proxy Consulting LLC

John Ferguson & Joseph Mills

(212) 257-1311/(888) 368-0379

info@saratogaproxy.com

SOURCE Biglari Capital Corp.