Cracker Barrel Insider Filing: HR Chief Granted RSUs and Options

Rhea-AI Filing Summary

Donna Roberts, SVP and Chief HR Officer of Cracker Barrel Old Country Store, Inc. (CBRL), reported equity awards on a Form 4. On 09/25/2025 she was issued 2,724 time‑based restricted stock units (RSUs) and 6,430 stock options under the companys annual long‑term incentive plan. After the grants she beneficially owns 26,345 shares of common stock and 6,430 option shares. The RSUs vest ratably over three years on 09/30/2026, 09/30/2027, and 09/30/2028. The options have a $43.80 exercise price, are exercisable beginning 09/25/2026, and expire 09/25/2035. The Form 4 was signed by an attorneyinfact on 09/29/2025.

Positive

• Time‑based RSUs and options granted support executive retention through multi‑year vesting
• Grants disclosed publicly on Form 4, providing transparency about insider holdings

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Routine, time‑based executive awards intended for retention and alignment with shareholder interests.

The reported transactions are standard annual long‑term incentive awards disclosed under Section 16. The RSUs and time‑vesting options create multi‑year alignment between the executives compensation and company performance through deferred equity and an exercise price for options. There is no indication of accelerated vesting, one‑time special grants, or sales of existing shares in this filing. For governance assessment, these grants appear conventional and not immediately dilutive to existing holders beyond standard grant accounting.

Executive Compensation Analyst

TL;DR Compensation structure is time‑based rather than performance‑based; typical for retention but limits immediate performance linkage.

The awards vest ratably over three years, which supports retention but does not explicitly require performance milestones. The option exercise price of $43.80 and the 10‑year term to 09/25/2035 are typical for stock options. Investors focusing on pay‑for‑performance may note the absence of performance conditions in this disclosure; however, this single Form 4 only shows the grant mechanics and vesting timetable, not the broader pay philosophy or total compensation targets.

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

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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^*

Roberts Donna

(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, Chief HR Officer

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		2,724(1)	A	$0.00	26,345	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		6,430(2)		09/25/2026	09/25/2035	Common Stock	6,430	$0.00	6,430	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:

	Donna Roberts 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 did Donna Roberts (CBRL) acquire according to the Form 4?

The Form 4 reports acquisition of 2,724 RSUs and 6,430 stock options on 09/25/2025.

How many shares does Donna Roberts own after the reported transactions?

Following the reported transactions she beneficially owns 26,345 shares of common stock and 6,430 option shares.

What are the vesting and exercise terms for the awards in the Form 4?

The RSUs vest ratably over three years on 09/30/2026, 09/30/2027, and 09/30/2028. The options vest ratably and are exercisable beginning 09/25/2026 with an expiration date of 09/25/2035.

What is the exercise price of the stock options reported on the Form 4?

The reported stock options have an exercise price of $43.80 per share.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed by Donna Roberts by an attorney‑in‑fact on 09/29/2025.