[SCHEDULE 13G/A] CRACKER BARREL OLD COUNTRY STORE, INC Amended Passive Investment Disclosure
GMT Capital reports 10.03% stake in Cracker Barrel
Cracker Barrel Old Country Store, Inc. received an amended Schedule 13G from investment manager GMT Capital Corp. and its control person Thomas E. Claugus, reporting beneficial ownership of 2,240,200 shares of common stock, or 10.03% of the company.
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Cracker Barrel Old Country Store, Inc. received an amended Schedule 13G from investment manager GMT Capital Corp. and its control person Thomas E. Claugus, reporting beneficial ownership of 2,240,200 shares of common stock, or 10.03% of the company.
The filing shows GMT Capital and Claugus share voting and dispositive power over these shares, with no sole authority. The ownership percentage is calculated using 22,328,095 common shares outstanding as of November 28, 2025. The securities are stated to be held in the ordinary course of business and not for the purpose of changing or influencing control of Cracker Barrel.
FAQ
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What stake in Cracker Barrel (CBRL) does GMT Capital report in this Schedule 13G/A?
GMT Capital and Thomas E. Claugus report beneficial ownership of 2,240,200 Cracker Barrel common shares, representing 10.03% of the company. This makes them significant shareholders, with their percentage based on 22,328,095 shares outstanding as of November 28, 2025.
How much voting power over Cracker Barrel (CBRL) shares does GMT Capital have?
The filing states GMT Capital and Thomas E. Claugus have shared voting power over 2,240,200 Cracker Barrel shares and no sole voting power. They also share dispositive power over the same amount, meaning decisions are made jointly rather than by either party alone.
How was GMT Capital’s 10.03% ownership in Cracker Barrel (CBRL) calculated?
The 10.03% ownership is calculated using 22,328,095 Cracker Barrel common shares outstanding as of November 28, 2025. That share count comes from the company’s Form 10-Q filed on December 9, 2025, which the Schedule 13G/A references explicitly.
Is GMT Capital seeking to influence control of Cracker Barrel (CBRL)?
The certification states the securities were acquired and are held in the ordinary course of business, not to change or influence control of Cracker Barrel. It also notes they are not held in connection with any control-related transaction, other than activities solely tied to a nomination under Rule 240.14a-11.
Who are the reporting persons in this Cracker Barrel (CBRL) Schedule 13G/A filing?
The reporting persons are GMT Capital Corp. and its control person, Thomas E. Claugus. GMT Capital reports for various managed funds and accounts holding Cracker Barrel shares, while Claugus is identified as directing GMT Capital’s operations, including voting and disposition decisions for those holdings.
When did GMT Capital’s reportable event occur for this Cracker Barrel (CBRL) filing?
The Schedule 13G/A lists December 31, 2025 as the date of the event requiring the filing. That date triggers the amended ownership report, aligning the 10.03% beneficial stake with the period covered by the company’s most recent Form 10-Q share count.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Cracker Barrel Old Country Store, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
22410J106
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
2,240,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,240,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,240,200.00
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)
10.03 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Calculated based on 22,328,095 shares of common stock of the Issuer (the "Common Stock") outstanding as of November 28, 2025, as reported on the Issuer's Report on Form 10-Q, filed
with the Securities and Exchange Commission on December 9, 2025.
SCHEDULE 13G
CUSIP No.
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
2,240,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,240,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,240,200.00
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)
10.03 %
12
Type of Reporting Person (See Instructions)
HC
Comment for Type of Reporting Person: Calculated based on 22,328,095 shares of common stock of the Issuer (the "Common Stock") outstanding as of November 28, 2025, as reported on the Issuer's Report on Form 10-Q, filed
with the Securities and Exchange Commission on December 9, 2025.
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.
Not Applicable
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:
02/13/2026
Thomas E. Claugus
Signature:
/s/ Thomas E. Claugus
Name/Title:
Thomas E. Claugus, Omar Z. Idilby, attorney in fact*
Date:
02/13/2026
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.
