CRACKER BARREL OLD COUNTRY STORE, INC

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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Preliminary Proxy Statement

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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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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:

(1)

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

305 Hartmann Drive

Lebanon, Tennessee 37087

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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