Cracker Barrel (CBRL) Form 4 — 971 Performance Shares Vest; Tax Withholding Reported

Rhea-AI Filing Summary

Richard M. Wolfson, SVP & General Counsel of Cracker Barrel Old Country Store, reported related transactions dated 09/30/2025. A performance-based award of 971 performance shares vested and were converted into common stock at a $0.00 conversion price, increasing his reported beneficial ownership to 28,172 shares. Following the vesting, 407 shares and 1,561 shares were surrendered to satisfy federal tax withholding obligations at a transaction price of $44.06, reducing his beneficial ownership to 26,204 shares. The Form 4 is signed on 10/01/2025.

Positive

• 971 performance shares vested, indicating compensation plan objectives were met and the award was executed under the FY23 Long-Term Performance Plan
• Transparent disclosure of vesting and tax withholding mechanics, including specific share counts and prices

Negative

• 1,968 shares were withheld to satisfy federal tax obligations, resulting in a net reduction of reported beneficial ownership from 28,172 to 26,204 shares

Insights

Financial Analyst

TL;DR: Routine executive vesting and tax-withholding activity with modest net share reduction, not materially altering ownership stake.

The filing documents the vesting of 971 performance shares for the company's SVP & General Counsel and subsequent share deductions totaling 1,968 shares to cover federal tax withholding at an indicated transactional price of $44.06. The net effect reduced the reporting person's holdings from 28,172 to 26,204 shares. This is a standard compensation-related event that signals incentive realization rather than open-market trading activity.

Corporate Governance Expert

TL;DR: Compensation plan mechanics executed as intended; withholding shares used to satisfy tax obligations on vested awards.

The transaction notes vesting under the FY23 Long-Term Performance Plan subject to a three-year performance requirement and Compensation Committee certification. The Form 4 discloses the mechanics clearly: performance shares vested (Code M) and shares were withheld (Code F) to satisfy taxes. This reflects routine governance and compensation administration, with no indication of policy deviation or extraordinary governance actions in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wolfson Richard M

(Last) (First) (Middle)

305 HARTMANN DRIVE

(Street)

LEBANON TN 37087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CRACKER BARREL OLD COUNTRY STORE, INC [ CBRL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Generral Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2025		M		971(1)	A	$0.00	28,172	D
Common Stock	09/30/2025		F		407(2)	D	$44.06	27,765	D
Common Stock	09/30/2025		F		1,561(3)	D	$44.06	26,204	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock	$0.00	09/30/2025		M			971	09/30/2025	09/30/2025	Common Stock	971	$0.00	0.00	D

Explanation of Responses:

1. Vesting based on three-year performance requirements and the certification by the Compensation Committee of achievement of those requirements under the FY23 Long-Term Performance Plan.

2. Represents shares deducted to satisfy federal tax withholding obligations on the granting of the award disclosed in row one of this table.

3. Represents shares deducted to satisfy federal tax withholding obligations on the vesting of previously disclosed awards.

Remarks:

	Richard M. Wolfson	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did CBRL reporting person Richard M. Wolfson report on 09/30/2025?

He reported the vesting of 971 performance shares (Code M) and the deduction of 407 and 1,561 shares (Code F) for federal tax withholding.

How many shares does Richard M. Wolfson beneficially own after these transactions?

The Form 4 reports 26,204 shares beneficially owned following the reported transactions.

What was the reported price for the shares withheld for taxes?

The Form 4 shows the tax-withholding share transactions at a price of $44.06 per share.

Why did the 971 performance shares vest?

The filing states vesting was based on three-year performance requirements and certification by the Compensation Committee under the FY23 Long-Term Performance Plan.

When was the Form 4 signed?

The signature block shows the Form 4 was signed by Richard M. Wolfson on 10/01/2025.