[SCHEDULE 13G/A] CRACKER BARREL OLD COUNTRY STORE, INC Amended Passive Investment Disclosure
GMT Capital reports 2.44% stake in Cracker Barrel
GMT Capital Corp. and its control person Thomas E. Claugus report their holdings of Cracker Barrel Old Country Store, Inc. common stock in Amendment No. 5 to a beneficial ownership statement.
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GMT Capital Corp. and its control person Thomas E. Claugus report their holdings of Cracker Barrel Old Country Store, Inc. common stock in Amendment No. 5 to a beneficial ownership statement. They report beneficial ownership of 545,200 shares of common stock, representing 2.44% of the class, all held with shared voting and shared dispositive power through various managed funds and accounts. The percentage is calculated using 22,351,460 shares outstanding as of May 1, 2026, as reported by the issuer. The filing indicates that the reporting persons now hold 5 percent or less of the issuer’s common stock.
Key Figures
Shares beneficially owned:545,200 sharesOwnership percentage:2.44%Shares outstanding:22,351,460 shares+4 more
7 metrics
Shares beneficially owned545,200 sharesBeneficial ownership reported by GMT Capital and Thomas E. Claugus
Ownership percentage2.44%Percentage of Cracker Barrel common stock beneficially owned
Shares outstanding22,351,460 sharesCracker Barrel common stock outstanding as of May 1, 2026
Sole voting power0 sharesShares over which the reporting persons have sole voting power
Shared voting power545,200 sharesShares over which the reporting persons have shared voting power
Shared dispositive power545,200 sharesShares over which the reporting persons have shared dispositive power
Filing date08/14/2026Date the ownership certification was signed
"Amount beneficially owned: See Rows 5 through 11 of each Reporting Person's cover page."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared Voting Power 545,200.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 545,200.00"
parent holding companyregulatory
"If a parent holding company has filed this schedule, pursuant to (ii)(G)..."
attorney-in-factregulatory
"Omar Z. Idilby is signing on behalf of Thomas E. Claugus as attorney-in-fact..."
An attorney-in-fact is the person or entity given legal authority through a power of attorney to act on behalf of another for specific tasks, such as signing documents, voting shares, or handling transactions. For investors, this matters because it lets a trusted representative make timely decisions or complete paperwork when the owner cannot, much like handing keys to someone to run errands on your behalf—so checks on scope and limits of that authority are important.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many CBRL shares does GMT Capital currently report owning?
GMT Capital and Thomas E. Claugus report beneficial ownership of 545,200 shares of Cracker Barrel common stock. These shares are held through various managed funds and accounts for which GMT Capital exercises shared voting and dispositive power.
What percentage of CBRL’s common stock is held by GMT Capital?
The reporting persons state they beneficially own 2.44% of Cracker Barrel’s common stock. This percentage is based on 22,351,460 shares outstanding as of May 1, 2026, as reported by the issuer.
Does GMT Capital have sole or shared voting power over its CBRL stake?
GMT Capital and Thomas E. Claugus report 0 shares with sole voting power and 545,200 shares with shared voting power. They also report the same amount with shared dispositive power, reflecting control through managed funds and accounts.
Are GMT Capital and Thomas E. Claugus above or below 5% ownership in CBRL?
They report ownership of 5 percent or less of Cracker Barrel’s common stock. Specifically, their disclosed beneficial ownership represents 2.44% of the outstanding shares, placing them below the 5% threshold.
Who are the reporting persons in this CBRL beneficial ownership filing?
The reporting persons are GMT Capital Corp. and Thomas E. Claugus. GMT Capital reports on shares held for various managed funds and accounts, and Claugus is identified as the control person directing GMT Capital’s operations.
What share count did CBRL report outstanding for this ownership calculation?
The ownership percentage is calculated using 22,351,460 shares of Cracker Barrel common stock outstanding as of May 1, 2026, as reported in a company Form 8-K filed on June 9, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Cracker Barrel Old Country Store, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
22410J106
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
22410J106
1
Names of Reporting Persons
GMT Capital Corp.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GEORGIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
545,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
545,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
545,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.44 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Calculated based on 22,351,460 shares of common stock of the Issuer (the "Common Stock") outstanding as of May 1, 2026, as reported on Form 8-K, filed
with the Securities and Exchange Commission on June 9, 2026.
SCHEDULE 13G
CUSIP Number(s):
22410J106
1
Names of Reporting Persons
Thomas E. Claugus
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
545,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
545,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
545,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.44 %
12
Type of Reporting Person (See Instructions)
HC
Comment for Type of Reporting Person: Calculated based on 22,351,460 shares of common stock of the Issuer (the "Common Stock") outstanding as of May 1, 2026, as reported on Form 8-K, filed
with the Securities and Exchange Commission on June 9, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cracker Barrel Old Country Store, Inc.
(b)
Address of issuer's principal executive offices:
The principal executive offices of the Issuer are located at 305 Hartmann Drive, Lebanon, Tennessee, 37087.
Item 2.
(a)
Name of person filing:
i) GMT Capital Corp. ("GMT Capital") with respect to shares of Common Stock directly owned by each of Bay Resource Partners, L.P. ("Bay"), Bay II Resource Partners, L.P. ("Bay II"), Bay Resource Partners Offshore Master Fund, L.P. ("Bay Offshore") and certain sub-advisory and separate account clients advised by GMT Capital (together with Bay, Bay II and Bay Offshore, collectively, the "Managed Funds and Accounts").
ii) Thomas E. Claugus, the control person of GMT Capital, with respect to the shares of Common Stock directly owned by the Managed Funds and Accounts.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 2859 Paces Ferry Road SE Suite 1710, Atlanta, GA 30339.
(c)
Citizenship:
GMT Capital is a Georgia corporation.
Mr. Claugus is a citizen of the United States.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
22410J106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Rows 5 through 11 of each Reporting Person's cover page.
(b)
Percent of class:
See Rows 5 through 11 of each Reporting Person's cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Rows 5 through 11 of each Reporting Person's cover page.
(ii) Shared power to vote or to direct the vote:
See Rows 5 through 11 of each Reporting Person's cover page.
(iii) Sole power to dispose or to direct the disposition of:
See Rows 5 through 11 of each Reporting Person's cover page.
(iv) Shared power to dispose or to direct the disposition of:
See Rows 5 through 11 of each Reporting Person's cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Thomas E. Claugus is the President of GMT Capital and in that capacity directs the operations of GMT Capital, including the voting and disposition of shares held by the Managed Funds and Accounts.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
GMT Capital Corp.
Signature:
/s/ Omar Z. Idilby
Name/Title:
Omar Z. Idilby, General Counsel and CCO
Date:
08/14/2026
Thomas E. Claugus
Signature:
/s/ Thomas E. Claugus
Name/Title:
Thomas E. Claugus, Omar Z. Idilby, attorney in fact*
Date:
08/14/2026
Comments accompanying signature: * Omar Z. Idilby is signing on behalf of Thomas E. Claugus as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby
incorporated by reference herein. The power of attorney was filed as an attachment to a filing by GMT Capital Corp. on Schedule 13G for Hudbay Minerals Inc. on 2/12/24.
