Cracker Barrel (CBRL) Form 4: Pommells Awarded RSUs and Options

Rhea-AI Filing Summary

Craig Pommells, Senior Vice President & Chief Financial Officer of Cracker Barrel Old Country Store, Inc. (CBRL), received equity awards on 09/25/2025. The Form 4 reports an annual long-term incentive grant of 6,132 restricted stock units (RSUs) that vest in three equal annual installments on 09/30/26, 09/30/27, and 09/30/28. The filing also discloses 14,471 stock options with a $43.80 exercise price, exercisable beginning 09/25/2026 and expiring 09/25/2035, vesting ratably over the same three-year schedule. Following these awards, Mr. Pommells directly beneficially owns 43,427 shares and holds 14,471 options.

Positive

• 6,132 RSUs granted with clear vesting dates of 09/30/2026, 09/30/2027, and 09/30/2028
• 14,471 stock options granted with a specified exercise price of $43.80, exercisable from 09/25/2026 and expiring 09/25/2035
• Post‑transaction ownership disclosed: 43,427 shares beneficially owned and 14,471 options held directly

Negative

• None.

Insights

Financial Analyst

TL;DR: Executive compensation grants were disclosed as time‑based RSUs and stock options with multi‑year vesting.

The filing shows routine annual LTI awards to the CFO consisting of 6,132 RSUs and 14,471 options at a $43.80 strike. Vesting is time‑based over three years, which aligns executive incentives with multi‑year performance and retention objectives. The options have a long ten‑year contractual life and an exercise price that will require stock appreciation before intrinsic value accrues.

Corporate Governance Expert

TL;DR: Disclosure is standard for Section 16 reporting and clearly documents grant terms and vesting dates.

The Form 4 is complete in identifying award type, quantities, vesting schedule, exercise price, exercisability date, and post‑transaction beneficial ownership. Time‑based vesting over three years is a common governance practice to promote retention. The filing was signed by an attorney‑in‑fact and dated 09/29/2025, satisfying signature requirements.

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

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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^*

Pommells Craig

(Last) (First) (Middle)

305 HARTMANN DR

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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	09/25/2025		A		6,132(1)	A	$0.00	43,427	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
Stock Options (Right to Buy)	$43.8	09/25/2025		A		14,471(2)		09/25/2026	09/25/2035	Common Stock	14,471	$0.00	14,471	D

Explanation of Responses:

1. Represents an annual LTI plan award of time-based RSUs which will vest ratably over three years in equal installments on 9/30/26, 9/30/27, and 9/30/28.

2. Represents an annual LTI plan award of stock options which will vest ratably over three years in equal installments on 9/30/26, 9/30/27, and 9/30/28.

Remarks:

	Craig Pommells by Richard M. Wolfson, Attorney-in-Fact	09/29/2025
	** 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.

FAQ

What equity awards did CBRL CFO Craig Pommells receive on 09/25/2025?

The Form 4 reports 6,132 restricted stock units (RSUs) and 14,471 stock options granted on 09/25/2025.

When do the RSUs and options vest for Craig Pommells?

Both the RSUs and options vest ratably over three years in equal installments on 09/30/2026, 09/30/2027, and 09/30/2028.

What is the exercise price and term for the stock options?

The options have an exercise price of $43.80, become exercisable on 09/25/2026, and expire on 09/25/2035.

How many shares does Craig Pommells beneficially own after the reported transaction?

The filing shows Mr. Pommells beneficially owns 43,427 shares following the reported transaction.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Craig Pommells by Richard M. Wolfson, Attorney‑in‑Fact and dated 09/29/2025.