---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-050085"
form_type: "8-K"
ticker: "CBRL"
cik: "0001067294"
company_name: "CRACKER BARREL OLD COUNTRY STORE, INC"
filed_at: "2025-05-16T23:59:59+00:00"
generated_at: "2026-05-21T02:47:33.422420+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Cracker Barrel enters $550M revolver, $250M DDTL; amends bylaws with proxy access and contested election rules

## Summary
- New credit facility: $550M revolver (down from $700M) plus $250M delayed draw term loan; matures May 2030 or earlier if 2021 convertible notes remain outstanding.
- Financial covenants: total leverage ≤4.00x, interest coverage ≥4.00x; dividend/repurchase capped at $100M/year when DDTL outstanding.
- Bylaw amendments: majority vote in uncontested elections, proxy access for 3% holders for 3 years, ineligibility for directors with <20% votes.
- Reimbursement provision: $5M cost shift for repeated failed contested nominations; Board cites six contests since 2011 by same shareholder.
- 2021 Convertible Notes ($300M, 0.625% due 2026) trigger March 2026; company must have $125M cash availability to extend revolver maturity.

## SEC filing metadata
- accession: 0001104659-25-050085
- form_type: 8-K
- ticker: CBRL
- cik: 0001067294
- company_name: CRACKER BARREL OLD COUNTRY STORE, INC
- filed_at: 2025-05-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1067294/000110465925050085/0001104659-25-050085-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1067294/000110465925050085/tm2515390d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-050085
- JSON: https://secwatch.observer/filing/0001104659-25-050085.json
- Plain text: https://secwatch.observer/filing/0001104659-25-050085.txt

## Key facts
- Debt Financings
  CRACKER BARREL OLD COUNTRY STORE, INC incurred revolving credit of $550.0 million with Bank of America, N.A. at Base Rate plus an applicable margin varying from 0.75% to 1.75% or Term SOFR plu maturing May 16, 2030.
  - Instrument: revolving credit
  - Principal: $550.0 million
  - Counterparty: Bank of America, N.A.
  - Rate: Base Rate plus an applicable margin varying from 0.75% to 1.75% or Term SOFR plu
  - Maturity: May 16, 2030
  - Event: incurrence
  source text: The New Credit Facility reduces the Prior Revolving Facility to a maximum principal amount of $550.0 million (the "New Revolving Facility")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1067294/000110465925050085/0001104659-25-050085-index.htm
- Debt Financings
  CRACKER BARREL OLD COUNTRY STORE, INC incurred term loan of $250.0 million with Bank of America, N.A. at Base Rate plus an applicable margin varying from 0.75% to 1.75% or Term SOFR plu maturing The earlier of (i) May 16, 2030, and (ii) if the Convertible Notes remain outstanding on March 16, 2026, then on such date.
  - Instrument: term loan
  - Principal: $250.0 million
  - Counterparty: Bank of America, N.A.
  - Rate: Base Rate plus an applicable margin varying from 0.75% to 1.75% or Term SOFR plu
  - Maturity: The earlier of (i) May 16, 2030, and (ii) if the Convertible Notes remain outstanding on March 16, 2026, then on such date
  - Event: incurrence
  source text: The New Credit Facility provides for a new delayed draw term loan facility (the "DDTL") in the maximum principal amount of $250.0 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1067294/000110465925050085/0001104659-25-050085-index.htm
- Governance Changes
  CRACKER BARREL OLD COUNTRY STORE, INC: Board adopted Third Amended and Restated Bylaws, including majority vote standard for uncontested director elections, proxy access provision, ineligibility provision, reimbursement provision, and proxy card color requirement (effective 2025-05-16).
  - Change: bylaw amendment
  - Effective: 2025-05-16
  source text: On May 16, 2025, the Board of Directors (the “Board”) of Cracker Barrel Old Country Store, Inc. (the “Company”) approved and adopted the amendment and restatement of the Company’s Second Amended and Restated Bylaws, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1067294/000110465925050085/0001104659-25-050085-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.