Cracker Barrel Insider Activity: Vesting and Sales Reduce CFO Holdings

Rhea-AI Filing Summary

Craig Pommells, SVP & CFO of Cracker Barrel (CBRL), reported a mix of stock vesting and share sales on 09/30/2025. A performance award of 1,073 shares vested on certification under the FY23 Long-Term Performance Plan, and shares were withheld to cover federal taxes related to the grant and prior vesting. On the same date Pommells disposed of 455 and 6,396 shares at $44.06 each. After these transactions his direct beneficial ownership is reported as 37,649 shares.

Positive

• Performance award vested (1,073 shares) indicating achievement of FY23 Long-Term Performance Plan criteria
• Tax withholding handled via share deductions, demonstrating standard compensation settlement practices rather than cash outflows

Negative

• Insider disposed of 6,851 shares (455 and 6,396) at $44.06, reducing direct holdings from 44,500 to 37,649 shares
• Net decrease in beneficial ownership which may be viewed negatively by some investors monitoring insider commitment

Insights

Corporate Governance Expert

TL;DR Insider reported vesting of performance stock and contemporaneous open-market disposals resulting in a lower direct holding.

The filing shows routine compensation mechanics: a performance-based award of 1,073 shares vested following Compensation Committee certification under the FY23 Long-Term Performance Plan, and portions of awards were withheld to satisfy federal tax obligations. Separately, 6,851 shares were disposed at $44.06, reducing direct holdings to 37,649 shares. This pattern—vesting plus tax-withholding and partial sales—is common for executive tax-liability management and does not by itself indicate governance concerns, though investors may monitor for any follow-up trading patterns.

Securities Analyst

TL;DR Transactions are material in size but appear tied to compensation and tax withholding rather than opportunistic trading.

The report distinguishes a vested performance award (1,073 shares) and two disposals: 455 shares and 6,396 shares sold at $44.06. The disposals correspond with tax-withholding events and open-market sales disclosed in the same filing. The net impact is a decline from 44,500 to 37,649 shares beneficially owned. For a company of Cracker Barrel's scale, the absolute size may be modest, but such insider sales are a relevant datapoint for short-term supply and signaling analyses.

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^*

Pommells Craig

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		M		1,073(1)	A	$0.00	44,500	D
Common Stock	09/30/2025		F		455(2)	D	$44.06	44,045	D
Common Stock	09/30/2025		F		6,396(3)	D	$44.06	37,649	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
Performance Stock	$0.00	09/30/2025		M			1,073	09/30/2025	09/30/2025	Common Stock	1,073	$0.00	0.00	D

Explanation of Responses:

1. Vesting based on three-year performance requirements and the certification by the Compensation Committee of achievement of those requirements under the FY23 Long-Term Performance Plan.

2. Represents shares deducted to satisfy federal tax withholding obligations on the granting of the award disclosed in row one of this table.

3. Represents shares deducted to satisfy federal tax withholding obligations on the vesting of previously disclosed awards.

Remarks:

	Craig Pommells by Richard M. Wolfson, Attorney-in-Fact	10/01/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did CBRL insider Craig Pommells report on 09/30/2025?

The filing discloses a performance award vesting of 1,073 shares and two disposals of 455 and 6,396 shares sold at $44.06 per share on 09/30/2025.

How many shares does Craig Pommells beneficially own after these transactions?

Following the reported transactions, Craig Pommells directly beneficially owns 37,649 shares.

Why were some shares deducted in the Form 4 filing?

The filing states shares were deducted to satisfy federal tax withholding obligations related to the grant and to prior vesting.

Were the disposed shares part of a compensation vesting or open-market sale?

The filing shows the disposals occurred at $44.06 and notes one set of deductions were for tax withholding; it does not explicitly label each disposal as open-market sale versus withholding beyond the explanations provided.

What triggered the vesting of the 1,073 shares?

Vesting was based on three-year performance requirements and Compensation Committee certification under the FY23 Long-Term Performance Plan.