CBRL Form 4: Executive Vesting 210 Shares; Ownership Falls to 6,457

Insider transactions by Jim Mark Spurgin at Cracker Barrel (CBRL) show vesting of a performance award and share dispositions on 09/30/2025.

Rhea-AI Filing Summary

Insider transactions by Jim Mark Spurgin at Cracker Barrel (CBRL) show vesting of a performance award and share dispositions on 09/30/2025. A performance stock award of 210 shares vested under the FY23 Long-Term Performance Plan and was reported as acquired at $0.00, reflecting compensation vesting rather than a market purchase.

To cover tax withholding, two dispositions occurred: 88 shares and 571 shares were deducted/treated as sold at $44.06, reducing Mr. Spurgin's reported direct beneficial ownership from 7,116 shares after vesting to 6,457 shares following the withholding-related disposals.

Positive

• Performance award vested: 210 shares vested under the FY23 Long-Term Performance Plan, indicating achievement of performance criteria
• Transparent disclosure: Form 4 lists transaction codes and explains withholding for federal taxes, supporting regulatory transparency

Negative

• Net reduction in ownership: Reported beneficial ownership decreased from 7,116 to 6,457 shares after tax-withholding dispositions
• Share disposals at market price: Deductions of 88 and 571 shares recorded at $44.06, which reduce the insider's stake

Insights

Corporate Compensation Analyst

TL;DR: Vesting of performance shares with subsequent share-withholding reduced reported ownership, a routine compensation tax-satisfaction event.

The Form 4 discloses a 210-share performance stock vesting tied to the FY23 Long-Term Performance Plan and compensation committee certification. The subsequent reported actions—deductions of 88 and 571 shares at $44.06—are identified as satisfying federal tax withholding on the award and prior vesting. This pattern is typical for equity-based pay and does not indicate open-market sales for liquidity beyond tax obligations. For investors, the transactions adjust executive share count but do not necessarily reflect a change in company outlook.

Securities Compliance Specialist

TL;DR: Reporting appears complete and explains the nature of each transaction code; no regulatory red flags in disclosure.

The filing uses standard Form 4 codes: M for the award vesting and F for shares withheld to satisfy tax obligations. The explanation clarifies that the 210 shares vested based on three-year performance requirements and committee certification. Signature by attorney-in-fact is noted. From a compliance perspective, the Form 4 provides required items: security title, transaction codes, amounts, prices where applicable, and post-transaction ownership figures, enabling transparency for Section 16 monitoring.

Insider Trade Summary

210 shares exercised/converted

Exercise 4 txns

Insider Spurgin Jim Mark

Role SVP Chief Supply Chain Officer

Type	Security	Shares	Price	Value
Exercise	Performance Stock	210	$0.00	$0.00
Exercise	Common Stock	210	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	88	$44.06	$4K
Exercise Price or Tax Liability	Common Stock	571	$44.06	$25K

Holdings After Transaction: Performance Stock — 0 contracts (Direct); Common Stock — 6,457 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Represents shares deducted to satisfy federal tax withholding obligations on the granting of the award disclosed in row one of this table.
3. F3. Represents shares deducted to satisfy federal tax withholding obligations on the vesting of previously disclosed awards.

FAQ

What transactions did Jim Mark Spurgin report on the Form 4 for CBRL?

The Form 4 reports a 210-share vesting of performance stock on 09/30/2025 and two share deductions of 88 and 571 shares recorded at $44.06 to satisfy federal tax withholding.

Why were shares deducted after the performance award vested?

The filing explains those deductions represent shares withheld to satisfy federal tax withholding obligations related to the grant and prior vesting.

How did these transactions affect Mr. Spurgin's ownership in CBRL?

Reported direct beneficial ownership moved from 7,116 shares after the vesting to 6,457 shares following the withholding-related dispositions.

What does transaction code 'M' and 'F' signify on this Form 4?

On this filing, M denotes acquisition upon vesting of restricted stock/performance award and F denotes disposition due to share withholding for tax obligations, as described in the remarks.

Is there any indication of open-market sales for personal liquidity in this Form 4?

No. The filing characterizes the dispositions as tax-withholding deductions related to the award and prior vesting, not voluntary open-market sales for liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/01/2025 - 02:54 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Spurgin Jim Mark

(Last) (First) (Middle)

305 S. 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 Chief Supply Chain Officer

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		210(1)	A	$0.00	7,116	D
Common Stock	09/30/2025		F		88(2)	D	$44.06	7,028	D
Common Stock	09/30/2025		F		571(3)	D	$44.06	6,457	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			210	09/30/2025	09/30/2025	Common Stock	210	$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:

	Jim Mark Spurgin by Richard M. Wolfson, Attorney in Fact	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.