CBRL Form 4: CIO Hoffmeister Vests 540 Shares; 1,128 Sold to Cover Taxes

Bruce Hoffmeister, SVP & Chief Information Officer of Cracker Barrel Old Country Store, Inc. (CBRL), reported insider transactions on Form 4 dated 10/01/2025.

Rhea-AI Filing Summary

Bruce Hoffmeister, SVP & Chief Information Officer of Cracker Barrel Old Country Store, Inc. (CBRL), reported insider transactions on Form 4 dated 10/01/2025. The filing shows 540 performance shares vested on 09/30/2025 under the FY23 Long-Term Performance Plan and were acquired at $0.00 as vested awards. To satisfy federal tax withholding, 224 shares and 904 shares were disposed of at $44.06 each. After these transactions the reporting person directly owned 10,543 shares. The filing documents the vesting condition and tax-withholding share deductions without other changes to ownership form or indirect holdings.

Positive

• Vesting of 540 performance shares under the FY23 Long-Term Performance Plan shows compensation alignment with long-term metrics
• Clear disclosure of tax-withholding share deductions and transaction prices provides transparency and compliance with Section 16 reporting

Negative

• Net reduction in direct holdings due to dispositions of 1,128 shares (224 and 904) at $44.06 to satisfy tax withholding
• No forward-looking information or explanation of how vesting metrics were met beyond Compensation Committee certification

Insights

Financial Analyst

TL;DR: Insider received vested performance shares while selling a portion to cover taxes; net share count declined slightly.

The filing discloses a standard compensation vesting event: 540 performance shares vested and were recorded as acquired at $0.00, consistent with awards granted under a prior long-term plan. Two separate dispositions totaling 1,128 shares were executed at $44.06 to satisfy federal tax withholding, reducing direct holdings to 10,543 shares. This is a routine administrative transaction tied to compensation rather than an open-market sale for liquidity; it has limited informational content for forecasting company performance.

Corporate Governance Expert

TL;DR: Filing is timely and transparent, showing compensation vesting and tax-withholding mechanics.

The Form 4 properly reports vesting under the FY23 Long-Term Performance Plan and the subsequent share-withholding to cover taxes. The explanations reference Compensation Committee certification and prior awards. No indications of director/officer departures or changes in indirect ownership are present. From a governance perspective this is routine disclosure meeting Section 16 reporting obligations.

Insider Trade Summary

540 shares exercised/converted

Exercise 4 txns

Insider Hoffmeister Bruce

Role SVP, Chief Information Officer

Type	Security	Shares	Price	Value
Exercise	Performance Stock	540	$0.00	$0.00
Exercise	Common Stock	540	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	224	$44.06	$10K
Exercise Price or Tax Liability	Common Stock	904	$44.06	$40K

Holdings After Transaction: Performance Stock — 0 contracts (Direct); Common Stock — 10,543 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Represents shares deducted to satisfy federal tax withholding obligations on the granting of the award disclosed in row one of this table.
3. F3. Represents shares deducted to satisfy federal tax withholding obligations on the vesting of previously disclosed awards.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did Bruce Hoffmeister (CBRL) report on Form 4?

The Form 4 reports the vesting acquisition of 540 performance shares on 09/30/2025 and two dispositions of 224 and 904 shares at $44.06 to satisfy federal tax withholding.

How many shares does the reporting person own after these transactions?

After the reported transactions the filing shows 10,543 shares beneficially owned directly by the reporting person.

Why were shares disposed of in this filing?

The filing states the shares were deducted to satisfy federal tax withholding obligations related to the granting and vesting of awards.

When did the vesting and transactions occur?

The vesting and related transactions are dated 09/30/2025 and the Form 4 was signed on 10/01/2025.

Were the acquired performance shares purchased at market price?

No. The 540 vested performance shares are reported as acquired at $0.00, reflecting award vesting rather than an open-market purchase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/01/2025 - 02:49 PM EDT Learn about SEC filing dates

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).

1. Name and Address of Reporting Person^*

Hoffmeister Bruce

(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 Information 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		540(1)	A	$0.00	11,671	D
Common Stock	09/30/2025		F		224(2)	D	$44.06	11,447	D
Common Stock	09/30/2025		F		904(3)	D	$44.06	10,543	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			540	09/30/2025	09/30/2025	Common Stock	540	$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:

	Bruce Hoffmeister 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.
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.