CBRL Form 4: 647 Performance Shares Vest; Insider Sells 3,431 Shares

Cracker Barrel (CBRL) insider filing: Cammie Schaefer, SVP Operations, reported transactions on 09/30/2025 that changed her holdings.

Rhea-AI Filing Summary

Cracker Barrel (CBRL) insider filing: Cammie Schaefer, SVP Operations, reported transactions on 09/30/2025 that changed her holdings. She received 647 performance shares that vested under the FY23 Long-Term Performance Plan at a $0.00 acquisition price, increasing her beneficial ownership to 20,392 shares immediately after the grant. The filing also reports two disposals: 275 shares and 3,156 shares sold at $44.06 per share, leaving total beneficial ownership of 16,961 shares after the transactions. The Form 4 was signed by an attorney-in-fact on 10/01/2025.

Positive

• Performance shares vested under the FY23 Long-Term Performance Plan, indicating achievement of the stated performance requirements
• Form 4 disclosure includes explanations for tax-withholding deductions and an attorney-in-fact signature, supporting completeness of reporting

Negative

• Net beneficial ownership decreased from 20,392 to 16,961 shares after disposals totaling 3,431 shares
• Share sales executed at $44.06 may reduce insider ownership concentration

Insights

Financial Analyst

TL;DR Insiders received performance shares and executed sales, modestly reducing net holdings; transactions appear governed by pre-established awards.

The filing shows vesting of 647 performance shares under a FY23 plan at no cost to the reporting person, followed by two disposals totaling 3,431 shares sold at $44.06 each. Net beneficial ownership declined from 20,392 to 16,961 shares. These movements are routine for award vesting and tax withholding; no new derivative exposures or unusual pricing are disclosed.

Corporate Governance Expert

TL;DR Filing documents routine vesting and share sales with clear tax-withholding entries; disclosure appears complete and timely.

The Form details that the 647-share award vested based on three-year performance and Compensation Committee certification. It separately notes share deductions for federal tax withholding related to both the grant and prior vesting. The signature by an attorney-in-fact is provided. There are no indications of related-party transactions or departures from standard award administration in the filing.

Insider Trade Summary

647 shares exercised/converted

Exercise 4 txns

Insider Schaefer Cammie

Role SVP Operations

Type	Security	Shares	Price	Value
Exercise	Performance Stock	647	$0.00	$0.00
Exercise	Common Stock	647	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	275	$44.06	$12K
Exercise Price or Tax Liability	Common Stock	3,156	$44.06	$139K

Holdings After Transaction: Performance Stock — 0 contracts (Direct); Common Stock — 16,961 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 Cammie Schaefer report on the Form 4 for CBRL?

The report shows vesting of 647 performance shares (acquired at $0.00) and two disposals of 275 and 3,156 shares sold at $44.06 each on 09/30/2025.

How many shares does the reporting person beneficially own after the reported transactions?

After the transactions the filing reports 16,961 shares beneficially owned by the reporting person.

Why were shares deducted from the award according to the filing?

The filing states shares were deducted to satisfy federal tax withholding obligations on the grant and on vesting of previously disclosed awards.

What triggered the vesting of the 647 performance shares?

Vesting is 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 and by whom?

The signature block shows Cammie Spillyards-Schaefer signed by Richard M. Wolfson, Attorney-in-Fact on 10/01/2025.

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

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Accepted by SEC EDGAR 10/01/2025 - 02:51 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^*

Schaefer Cammie

(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 Operations

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		647(1)	A	$0.00	20,392	D
Common Stock	09/30/2025		F		275(2)	D	$44.06	20,117	D
Common Stock	09/30/2025		F		3,156(3)	D	$44.06	16,961	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			647	09/30/2025	09/30/2025	Common Stock	647	$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:

	Cammie Spillyards-Schaefer 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.