Cracker Barrel Insider Report: 210 Shares Vest, 659 Shares Withheld at $44.06
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
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.
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
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock | 210 | $0.00 | -- |
| Exercise | Common Stock | 210 | $0.00 | -- |
| Tax Withholding | Common Stock | 88 | $44.06 | $4K |
| Tax Withholding | Common Stock | 571 | $44.06 | $25K |
Footnotes (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. Represents shares deducted to satisfy federal tax withholding obligations on the granting of the award disclosed in row one of this table. Represents shares deducted to satisfy federal tax withholding obligations on the vesting of previously disclosed awards.
