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

Rhea-AI Filing Summary

Donna Roberts, Senior Vice President and Chief HR Officer of Cracker Barrel Old Country Store, Inc. (CBRL), reported changes in her beneficial ownership on 09/30/2025. A grant of 631 performance shares vested and converted to common stock at $0.00 per share, increasing holdings to 26,976 shares before withholding. Two subsequent transactions were coded as dispositions: 268 shares and 4,084 shares were deducted to satisfy federal tax withholding on the grant and on prior vested awards, leaving her with 22,624 shares beneficially owned following the reported transactions. The Form 4 is signed by attorney-in-fact and includes an explicit explanation that the 631 shares vested based on three-year performance requirements and Certification by the Compensation Committee.

Positive

• 631 performance shares vested, indicating Compensation Committee certification of the applicable three-year performance requirements
• Clear disclosure of tax-withholding deductions (268 and 4,084 shares) and resulting share counts, showing transparency in reporting
• Reporting person retains 22,624 direct shares after the transactions

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider exercised vesting of performance shares and satisfied tax withholding, resulting in a modest net decrease in direct holdings.

The Form 4 shows a 631-share performance award that vested on 09/30/2025 and was converted to common stock at no purchase price, indicating achievement of the specified performance conditions. Subsequent entries show 2,268 shares (268 and 4,084 listed separately) deducted/disposed to satisfy federal tax withholding obligations, reducing direct ownership from 26,976 to 22,624 shares. These transactions are routine compensation-related events rather than open-market sales or purchases and carry limited immediate market impact. Investors should interpret this as executive compensation settlement activity tied to long-term incentive outcomes disclosed by the company.

Corporate Governance Expert

TL;DR: Report documents governance-driven vesting and tax withholding; disclosure appears complete and compliant with Section 16 requirements.

The filing contains an explicit explanatory note that the 631 performance shares vested under the FY23 Long-Term Performance Plan after Compensation Committee certification, which is a governance event demonstrating fulfillment of incentive criteria. The Form 4 reports the filings as by one reporting person and is signed via attorney-in-fact. All entries specify direct ownership and identify tax-withholding-related dispositions. From a governance and disclosure perspective, the Form 4 provides the necessary transaction codes and explanatory remarks, and it presents no indicia of undisclosed related-party transfers or indirect ownership claims.

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^*

Roberts Donna

(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, Chief HR Officer

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		631(1)	A	$0.00	26,976	D
Common Stock	09/30/2025		F		268(2)	D	$44.06	26,708	D
Common Stock	09/30/2025		F		4,084(3)	D	$44.06	22,624	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			631	09/30/2025	09/30/2025	Common Stock	631	$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:

	Donna Roberts 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.
* 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 did the Form 4 for CBRL filed by Donna Roberts report?

The Form 4 reports that 631 performance shares vested on 09/30/2025 and were converted to common stock, with subsequent withholding deductions of 268 and 4,084 shares, leaving 22,624 shares beneficially owned.

Why were shares disposed of on the CBRL Form 4?

The filing states the dispositions represent shares deducted to satisfy federal tax withholding obligations on the grant and on previously vested awards.

How many shares did Donna Roberts own after the reported transactions for CBRL?

Following the transactions reported on 09/30/2025, Donna Roberts beneficially owned 22,624 shares of CBRL common stock.

When did the vesting event occur on the CBRL Form 4?

The vesting and related transactions are dated 09/30/2025 as shown on the Form 4.

Who signed the CBRL Form 4 for Donna Roberts?

The Form 4 is signed by Donna Roberts by Richard M. Wolfson, Attorney-in-Fact with a signature date of 10/01/2025.