CBRL insider GMT Capital group trims 42,400 shares at $27.10 stake in joint filing

Rhea-AI Filing Summary

Cracker Barrel Old Country Store (CBRL) reported a joint insider transaction by investment entities Bay Resource Partners, Bay II Resource Partners, Bay Resource Partners Offshore Master Fund, GMT Capital Corp., and Thomas E. Claugus. On January 5, 2026, they sold 42,400 shares of common stock at $27.10 per share. After this sale, the reporting persons collectively beneficially owned 2,197,800 shares, including 620,300 for Bay Resource Partners, 402,400 for Bay II Resource Partners, 1,052,300 for Bay Resource Partners Offshore Master Fund, and 122,800 for Claugus.

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

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X

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)
01/05/2026

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)	01/05/2026		S		42,400	D	$27.1	2,197,800	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 January 5, 2026, was 42,400 shares, at a price of $27.10 per share, resulting in an aggregate number of shares owned by the Reporting Persons of 2,197,800. 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 620,300 shares; Bay II = 7,800 shares sold resulting in ownership of 402,400 shares; Bay Offshore = 20,300 shares sold resulting in ownership of 1,052,300 shares; Claugus = 2,400 shares sold resulting in ownership of 122,800 shares.

	Omar Z. Idilby	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did CBRL report in this Form 4?

The filing reports that Bay Resource Partners, Bay II Resource Partners, Bay Resource Partners Offshore Master Fund, GMT Capital Corp., and Thomas E. Claugus jointly sold 42,400 shares of Cracker Barrel common stock on January 5, 2026.

At what price were the CBRL shares sold by the GMT Capital group?

The reporting persons sold 42,400 Cracker Barrel shares at a price of $27.10 per share.

How many CBRL shares do the reporting persons beneficially own after the sale?

Following the reported transaction, the reporting persons collectively beneficially owned 2,197,800 Cracker Barrel shares.

How is ownership of CBRL shares allocated among the GMT Capital-related entities?

After the sale, Bay Resource Partners held 620,300 shares, Bay II Resource Partners held 402,400 shares, Bay Resource Partners Offshore Master Fund held 1,052,300 shares, and Thomas E. Claugus held 122,800 shares.

What role does GMT Capital play in managing the CBRL holdings?

GMT Capital is the general partner of Bay and Bay II and the discretionary investment manager for Bay Offshore, with authority over voting and disposition of the CBRL shares held by those funds.

Do GMT Capital and Thomas E. Claugus claim full beneficial ownership of all CBRL shares?

GMT Capital and Thomas E. Claugus may be deemed to have an indirect pecuniary interest through performance-based fees and profit allocations, but each disclaims beneficial ownership except to the extent ultimately realized.