Cracker Barrel Old Country Store, Inc (CBRL) holder files stock sale report

Rhea-AI Filing Summary

Cracker Barrel Old Country Store, Inc. received a joint insider report from a director and affiliated investment funds showing sales of its common stock. On December 10, 2025, the reporting persons sold 42,400 shares at $26.13 per share, leaving them with 2,494,600 shares beneficially owned. On December 11, 2025, they sold another 42,400 shares at $28.79 per share, after which they reported holding 2,452,200 shares.

The filing explains that Bay Resource Partners, Bay II Resource Partners, Bay Resource Partners Offshore Master Fund, GMT Capital Corp., and Thomas E. Claugus are reporting together, and that GMT Capital and Claugus may be deemed to have indirect pecuniary interests through performance-based fees, which they formally disclaim except to the extent ultimately realized.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GMT CAPITAL CORP

(Last) (First) (Middle)

2859 PACES FERRY ROAD SE

SUITE 1710

(Street)

ATLANTA GA 30339

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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(1)(2)(3)	12/10/2025		S		42,400	D	$26.13	2,494,600	D
Common Stock(1)(2)(4)	12/11/2025		S		42,400	D	$28.79	2,452,200	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

1. Name and Address of Reporting Person^*

GMT CAPITAL CORP

(Last) (First) (Middle)

2859 PACES FERRY ROAD SE

SUITE 1710

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAY RESOURCE PARTNERS LP

(Last) (First) (Middle)

2859 PACES FERRY ROAD SE

SUITE 1710

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAY II RESOURCE PARTNERS LP

(Last) (First) (Middle)

2859 PACES FERRY ROAD SE

SUITE 1710

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAY RESOURCE PARTNERS OFFSHORE MASTER FUND, L.P.

(Last) (First) (Middle)

2859 PACES FERRY ROAD SE

SUITE 1710

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CLAUGUS THOMAS E

(Last) (First) (Middle)

2859 PACES FERRY ROAD SE

SUITE 1710

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is being jointly filed by Bay Resource Partners, L.P. (Bay), a Delaware limited partnership, Bay II Resource Partners, L.P. (Bay II), a Delaware limited partnership, Bay Resource Partners Offshore Master Fund, L.P. (Bay Offshore), an exempted limited partnership organized under the laws of the Cayman Islands, GMT Capital Corp., a Georgia corporation (GMT Capital), and Thomas E. Claugus (Claugus), a United States citizen. The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.

2. GMT Capital is the general partner of Bay and Bay II and has the power to direct the affairs of Bay and Bay II, including voting and disposition of shares. As the discretionary investment manager of Bay Offshore, GMT Capital has power to direct voting and disposition of shares held by Bay Offshore. Claugus is the President of GMT Capital and in that capacity, directs the operations of each of Bay and Bay II and voting and disposition of shares held by Bay Offshore. GMT Capital and Claugus may be deemed to beneficially own indirect pecuniary interest as the result of performance-based fees and profit allocations. Each of GMT Capital and Claugus disclaims such beneficial ownership except to the extent ultimately realized.

3. The aggregate number of shares of common stock sold on December 10, 2025, was 42,400 shares, at a price of $26.13 per share, resulting in an aggregate number of shares owned by the Reporting Persons of 2,494,600. Such shares were sold, and thereafter beneficially owned by the Reporting Persons in the following amounts: Bay = 11,900 shares sold resulting in ownership of 703,800 shares; Bay II = 7,800 shares sold resulting in ownership of 456,800 shares; Bay Offshore = 20,300 shares sold resulting in ownership of 1,194,400 shares; Claugus = 2,400 shares sold resulting in ownership of 139,600 shares.

4. The aggregate number of shares of common stock sold on December 11, 2025, was 42,400 shares, at a price of $28.79 per share, resulting in an aggregate number of shares owned by the Reporting Persons of 2,452,200. Such shares were sold, and thereafter beneficially owned by the Reporting Persons in the following amounts: Bay = 11,900 shares sold resulting in ownership of 691,900 shares; Bay II = 7,800 shares sold resulting in ownership of 449,000 shares; Bay Offshore = 20,300 shares sold resulting in ownership of 1,174,100 shares; Claugus = 2,400 shares sold resulting in ownership of 137,200 shares.

	Omar Z. Idilby	12/12/2025
	** 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 insider transaction did Cracker Barrel (CBRL) disclose in this Form 4?

The filing reports that a director and affiliated investment funds sold Cracker Barrel common stock in two transactions: 42,400 shares on December 10, 2025 at $26.13 per share and 42,400 shares on December 11, 2025 at $28.79 per share.

How many Cracker Barrel (CBRL) shares were sold on December 10, 2025 and at what price?

On December 10, 2025, the reporting persons sold 42,400 shares of Cracker Barrel common stock at a price of $26.13 per share, and reported beneficial ownership of 2,494,600 shares after the sale.

How many Cracker Barrel (CBRL) shares were sold on December 11, 2025 and at what price?

On December 11, 2025, the reporting persons sold another 42,400 shares of Cracker Barrel common stock at a price of $28.79 per share, and reported beneficial ownership of 2,452,200 shares after the sale.

What was the reporting groups Cracker Barrel (CBRL) ownership after the second sale?

Following the December 11, 2025 sale at $28.79 per share, the reporting persons together reported beneficial ownership of 2,452,200 shares of Cracker Barrel common stock.

Who are the reporting persons in the Cracker Barrel (CBRL) insider filing?

The joint filing is made by Bay Resource Partners, L.P., Bay II Resource Partners, L.P., Bay Resource Partners Offshore Master Fund, L.P., GMT Capital Corp., and Thomas E. Claugus, who together are referred to as the reporting persons.

How are Cracker Barrel (CBRL) shares allocated among the Bay funds and Thomas E. Claugus after the December 11, 2025 sale?

After the December 11, 2025 transaction, reported holdings were: Bay Resource Partners 691,900 shares, Bay II Resource Partners 449,000 shares, Bay Resource Partners Offshore Master Fund 1,174,100 shares, and Thomas E. Claugus 137,200 shares.

Do GMT Capital Corp. and Thomas E. Claugus claim full beneficial ownership of all reported Cracker Barrel (CBRL) shares?

The filing states that GMT Capital Corp. and Thomas E. Claugus may be deemed to beneficially own indirect pecuniary interests in the shares through performance-based fees and profit allocations, but each disclaims beneficial ownership except to the extent such interests are ultimately realized.