Cracker Barrel officer awarded RSUs, RSAs and 2,909 options

Rhea-AI Filing Summary

Officer Doug Hisel, Senior Vice President, Store Operations at Cracker Barrel Old Country Store, Inc. (CBRL), reported multiple equity awards on 10/09/2025. He received a 2,000-share Restricted Stock Award that cliffs on 10/02/2028, 1,232 time-based RSUs that vest ratably on 9/30/2026, 9/30/2027, and 9/30/2028, and 2,909 stock options with an exercise price of $43.80 that vest ratably on the same three annual dates and expire on 09/30/2035. After these grants his direct beneficial ownership totals 3,357 common shares and 2,909 options. The restricted award is tied to his promotion and all awards are contingent on continued employment through each vesting date.

Positive

• Retention-focused award structure with a cliff-aged restricted stock grant through 10/02/2028
• Balanced mix of RSUs and options that ties compensation to multi-year performance and share-price alignment

Negative

• Options priced at $43.80 require share-price appreciation to deliver value to the officer
• Vesting tied to continued employment creates potential forfeiture risk and future insider sell windows upon vesting

Insights

Compensation & Rewards Analyst

Grants align senior executive pay with multi-year retention and performance.

These awards combine a cliff-vesting restricted stock grant with time-based RSUs and long-dated options, which together emphasize retention through 2028. The mix shifts some compensation to equity that vests over three years, aligning incentives with long-term company performance.

Key dependencies include continued employment to realize value and the stock price relative to the $43.80 exercise price for options. Monitor vesting milestones on 9/30/2026, 9/30/2027, and 9/30/2028 for potential insider selling or tax-driven dispositions.

Corporate Governance Specialist

Promotional equity grants are standard governance practice but increase insider stake modestly.

The reported grants raise the officer's direct holdings to 3,357 shares and add 2,909 options, reinforcing management ownership without a material single-event dilution given the company size. The cliff-vested restricted stock is specifically tied to promotion, which is a transparent retention measure.

Risks are routine: if the officer departs before vesting, awards will likely be forfeited. Investors should note the dates when these awards become exercisable or transferable around 9/30/2026 through 10/02/2028 as potential windows for ownership changes.

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).

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^*

Hisel Doug

(Last) (First) (Middle)

305 S. 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, Store Operations

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

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	10/09/2025		A		2,000(1)	A	$0.00	2,125	D
Common Stock	10/09/2025		A		1,232(2)	A	$43.8	3,357	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	10/09/2025		A		2,909(3)		09/30/2026	09/30/2035	Common Stock	2,909	$0.00	2,909	D

Explanation of Responses:

1. Represents a Restricted Stock Award granted in connection with the reporting person's promotion within the company. This Award will cliff vest on 10/2/28 and will be contingent upon the reporting person's continued employment with the company on the vesting date.

2. 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.

3. 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:

	Doug Hisel by Richard M. Wolfson, Attorney in Fact	10/10/2025
	** 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 officer Doug Hisel receive on 10/09/2025?

He received a 2,000-share Restricted Stock Award, 1,232 RSUs vesting ratably over three years, and 2,909 stock options with an exercise price of $43.80.

When do Doug Hisel's CBRL awards vest?

The Restricted Stock Award cliffs on 10/02/2028. The RSUs and options vest ratably on 9/30/2026, 9/30/2027, and 9/30/2028.

How many CBRL shares does Doug Hisel beneficially own after the grants?

Following the transactions his reported direct beneficial ownership is 3,357 common shares plus 2,909 options.

What is the exercise price and expiration for the options?

The options have an exercise price of $43.80 and an expiration date of 09/30/2035.

Are the awards contingent on continued employment?

Yes. The Restricted Stock Award and the time-based RSUs and options are contingent on the reporting person's continued employment through each vesting date.