Cracker Barrel 13G/A: GMT Capital and Thomas Claugus Hold 12.73%

Rhea-AI Filing Summary

GMT Capital Corp. and its control person Thomas E. Claugus reported beneficial ownership of 2,833,700 shares of Cracker Barrel Old Country Store, Inc. common stock, representing 12.73% of the outstanding shares based on 22,266,951 shares outstanding as of May 2, 2025. The cover pages show no sole voting or dispositive power and shared voting and dispositive power over these shares. The filing is a Schedule 13G/A (Amendment No. 1) disclosing passive holdings held in the ordinary course of business and certified as not acquired to influence control. Signatures for GMT Capital and Mr. Claugus are dated 08/14/2025.

Positive

• Material disclosure of 2,833,700 shares (12.73%) which provides transparency to the market
• Certification that holdings are passive and held in the ordinary course, reducing immediate governance concerns
• Complete signatures and power-of-attorney details (dated 08/14/2025) ensure filing compliance

Negative

• None.

Insights

Financial Analyst

TL;DR: A non-control 12.73% stake disclosed; material size but filed as passive ownership.

The filing reports a material equity position of 2,833,700 shares (12.73%) in CBRL by GMT Capital and Thomas Claugus. Because this is a Schedule 13G/A with certifications that the holdings are passive and held in the ordinary course, it signals significant economic exposure without an expressed intent to influence corporate control. Investors should note the shared voting/dispositive power and lack of sole control, which limits immediate governance implications while confirming a sizeable stake that could merit attention if future filings indicate a change in intent.

Corporate Governance Expert

TL;DR: Material ownership disclosed but classified as passive; governance impact currently limited.

The disclosure documents a >5% position that is material under SEC rules, yet the reporting persons certify the position as passive and not intended to change or influence control. The cover page details (shared voting and dispositive power, no sole power) and the executed power of attorney for signature compliance are standard. From a governance standpoint, this filing alone does not indicate a challenge to management or board composition, though the stake size means any future shift to active engagement would be consequential.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Cracker Barrel Old Country Store, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

22410J106

(CUSIP Number)

06/30/2025

(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 2,833,700.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,833,700.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,833,700.00

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)

12.73 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Calculated based on 22,266,951 shares of common stock of the Issuer (the "Common Stock") outstanding as of May 2, 2025, as reported on the Issuer's Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 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 2,833,700.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,833,700.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,833,700.00

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)

12.73 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: Calculated based on 22,266,951 shares of common stock of the Issuer (the "Common Stock") outstanding as of May 2, 2025, as reported on the Issuer's Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 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.
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:	08/14/2025

Thomas E. Claugus

Signature:	/s/ Thomas E. Claugus
Name/Title:	Thomas E. Claugus, Omar Z. Idilby, attorney in fact*
Date:	08/14/2025

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.

FAQ

What stake did GMT Capital report in Cracker Barrel (CBRL)?

GMT Capital and Thomas E. Claugus reported beneficial ownership of 2,833,700 shares, equal to 12.73% of CBRL common stock based on 22,266,951 shares outstanding as of May 2, 2025.

Was the 13G/A filing for CBRL an active or passive disclosure?

The filing is a Schedule 13G/A with certifications that the securities are held in the ordinary course of business and were not acquired to influence control, indicating passive disclosure.

Does GMT Capital have sole voting or dispositive power over the reported CBRL shares?

No. The cover pages show 0 sole voting power and 0 sole dispositive power, with 2,833,700 shares held with shared voting and dispositive power.

When was the Schedule 13G/A for CBRL signed?

The signatures for GMT Capital and Thomas E. Claugus are dated 08/14/2025.

What addresses and citizenships are listed in the filing?

GMT Capital's business office is 2859 Paces Ferry Road SE Suite 1710, Atlanta, GA 30339; GMT Capital is a Georgia corporation and Mr. Claugus is a U.S. citizen. Issuer principal office is 305 Hartmann Drive, Lebanon, Tennessee.