Cracker Barrel (CBRL) SVP vests 696 shares; tax withholding reduces stake

Rhea-AI Filing Summary

Laura A. Daily, SVP, Chief Merchandising and Retail Supply at Cracker Barrel Old Country Store, reported insider transactions on 09/30/2025 affecting her common stock holdings in CBRL. She was credited with 696 performance stock units that vested under the FY23 Long-Term Performance Plan and were recorded as acquisitions at $0.00, increasing reported beneficial ownership to 29,403 shares. To satisfy federal tax withholding obligations, two share-withholding dispositions occurred: 295 shares and 4,168 shares, each reported at $44.06, reducing her total beneficial ownership to 24,539 shares. The filings note the 696-unit vesting depended on three-year performance requirements and Compensation Committee certification.

Positive

• 696 performance shares vested under the FY23 Long-Term Performance Plan, demonstrating achievement of multi-year targets
• Disclosures specify Compensation Committee certification for vesting, indicating governance oversight
• Reporting person retains 24,539 shares after tax-withholding dispositions, maintaining a meaningful direct stake

Negative

• 4,463 shares in total were withheld (295 + 4,168) to satisfy federal tax obligations, reducing outstanding holdings
• Reported withholding price $44.06 may reflect share value at time of withholding, resulting in realized disposition for tax purposes

Insights

Financial Analyst

TL;DR: Executive received performance-based equity; tax withholding reduced holdings, leaving meaningful retained stake.

The report shows a routine equity vesting event tied to the FY23 Long-Term Performance Plan, with 696 performance shares vesting and recorded at a $0.00 acquisition price, as is customary for performance awards converted into stock on vesting. The subsequent F-code dispositions (295 and 4,168 shares) reflect share withholding to cover federal taxes at a reported price of $44.06, a standard mechanism that does not represent an open-market sale decision. After these transactions, the reporting person holds 24,539 shares directly. For investors tracking insider alignment, this filing documents continued equity compensation realization rather than a discretionary liquidity event.

Corporate Governance Expert

TL;DR: Vesting confirmed under Compensation Committee certification; withholding disposals are administrative and disclosed correctly.

The Form 4 discloses that vesting was contingent on three-year performance goals and required Compensation Committee certification, indicating proper governance oversight of long-term incentives. The two withholding entries are explicitly described as satisfying federal tax obligations for the granted and vested awards, consistent with standard executive compensation practices. Disclosure appears complete for the transactions reported, with direct ownership and nature of withholding clearly stated.

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
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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^*

Daily Laura A

(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,Chief Merch/Retail Supply

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		696(1)	A	$0.00	29,403	D
Common Stock	09/30/2025		F		295(2)	D	$44.06	28,707	D
Common Stock	09/30/2025		F		4,168(3)	D	$44.06	24,539	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			696	09/30/2025	09/30/2025	Common Stock	696	$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:

	Laura A. Daily 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.
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FAQ

What transactions did Laura A. Daily report for CBRL on 09/30/2025?

She reported the vesting and acquisition of 696 performance stock units and two withholding dispositions of 295 and 4,168 shares to satisfy federal tax obligations.

Why were shares disposed in the Form 4 filing for CBRL (CBRL)?

The filing states the 295 and 4,168 share dispositions represent shares deducted to satisfy federal tax withholding obligations on granted and vested awards.

How many CBRL shares does the reporting person own after these transactions?

Following the transactions reported on 09/30/2025, the reporting person beneficially owns 24,539 shares directly.

Were the vested performance shares conditional?

Yes. The 696-unit vesting was based on three-year performance requirements and required Compensation Committee certification under the FY23 Long-Term Performance Plan.

At what price were the withholding dispositions reported?

Both withholding dispositions are reported at a price of $44.06 per share.