[Form 4] CRACKER BARREL OLD COUNTRY STORE, INC Insider Trading Activity

Rhea-AI Filing Summary

Cracker Barrel Old Country Store reported Form 4 filings showing insider equity awards to Julie D. Masino, the company’s CEO and a director. On 09/25/2025 she was granted 15,760 restricted shares payable in lieu of half of her FY25 cash bonus that cliff vests on 09/30/2026, and 26,455 time-based RSUs that vest in three equal annual installments on 09/30/2026, 09/30/2027 and 09/30/2028. The filing also shows an award of 62,432 stock options with a $43.80 exercise price that vest ratably over the same three-year schedule and expire 09/25/2035. After these transactions Masino beneficially owns 89,225 shares and 62,432 options directly.

Positive

• Equity-based alignment: Awards convert 50% of FY25 cash bonus into restricted stock, aligning CEO interests with shareholders.
• Retention structure: RSUs and options vest over three years, promoting continued employment and long-term focus.
• Direct ownership increased: Post-grant beneficial ownership reported as 89,225 shares and 62,432 options, showing commitment to company equity.

Negative

• Potential dilution: Grants include 62,432 options and RSUs that could increase share count if exercised or settled in shares.
• Concentration in single executive: Significant awards to the CEO represent concentrated insider compensation tied to stock.

Insights

Compensation/Corporate Governance Analyst

TL;DR: Insider awards are routine long-term incentive grants tied to service and annual bonus conversion, suggesting standard executive pay alignment.

The Form 4 discloses a mix of restricted stock, RSUs and options for the CEO, combining immediate deferred cash replacement and multi-year incentive grants that vest over three years. The restricted shares replacing 50% of the FY25 cash bonus align short-term and long-term pay by converting cash into equity with a one-year cliff. Time-based RSUs and options vesting ratably over three years are typical to encourage retention and link pay to stock performance, while the $43.80 strike and 10-year life for options indicate standard contractual terms. The filings show direct ownership increases rather than dispositions, and there is no indication of hedging or pledging in the provided data.

Securities/Market Impact Analyst

TL;DR: These are internal compensation grants with limited immediate market impact but increase potential future dilution.

The reported awards increase the CEO’s direct holdings by material unit counts (totaling 89,225 shares post-grant plus 62,432 options). While Form 4 transactions of this nature do not represent open-market purchases or sales, they will create potential future dilution if options are exercised and RSUs vest and are settled in shares. No cash purchases or open-market dispositions were reported. The exercise price of $43.80 for options sets a clear hurdle for intrinsic value creation, and the vesting schedule spreads potential dilution across three years. Based solely on the filing, the disclosure is a routine compensation event with neutral near-term investor impact.

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).

1. Name and Address of Reporting Person^*

Masino Julie D.

(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)

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

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		15,760(1)	A	$0.00	62,770	D
Common Stock	09/25/2025		A		26,455(2)	A	$0.00	89,225	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		62,432(3)		09/25/2026	09/25/2035	Common Stock	62,432	$0.00	62,432	D

Explanation of Responses:

1. Represents an award of restricted stock payable in lieu of 50% of the reporting person's annual cash bonus under the Company's FY25 Annual Bonus Plan. This awad will cliff vest on 9/30/26, 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:

	Julie D. Masino 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.
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FAQ

What insider transactions were reported for CBRL on this Form 4?

The Form 4 reports grants to CEO Julie D. Masino on 09/25/2025: 15,760 restricted shares (bonus replacement), 26,455 RSUs (time-based), and 62,432 stock options with a $43.80 exercise price.

When do the restricted shares and RSUs vest for Julie Masino?

The restricted shares cliff vest on 09/30/2026. The RSUs vest ratably on 09/30/2026, 09/30/2027, and 09/30/2028.

What are the terms for the stock options granted to the CEO?

The options granted on 09/25/2025 have a $43.80 exercise price, vest ratably on 09/30/2026, 09/30/2027, and 09/30/2028, and expire on 09/25/2035.

How many shares does Julie Masino beneficially own after these transactions?

Following the reported grants Masino beneficially owns 89,225 shares and directly owns 62,432 options as disclosed in the Form 4.

Do these filings indicate any open-market purchases or sales by the CEO?

No. The Form 4 shows only equity awards (restricted stock, RSUs, and options) granted by the company; there are no open-market purchases or sales reported.