SCHEDULE 13D/A: Biglari-Affiliated Entities Reduce Stake in Cracker Barrel Old Country Store

An amendment to a Schedule 13D filing reveals that The Lion Fund II, L.P., an entity affiliated with Sardar Biglari, has sold a significant number of shares in Cracker Barrel Old Country Store, Inc. across multiple transactions in late May 2025.

Summary

• The filing is Amendment No. 58 to Schedule 13D for Cracker Barrel Old Country Store, Inc. (CBRL).
• The Lion Fund II, L.P., a reporting person affiliated with Sardar Biglari, sold a total of 340,681 shares of Common Stock between May 22, 2025, and May 29, 2025.
• These sales occurred at weighted average prices ranging from $56.06 to $59.37 per share.
• As of May 29, 2025, The Lion Fund II directly owned 1,080,859 shares, representing approximately 4.9% of the outstanding shares.
• Other affiliated entities, including First Guard Insurance Company and Southern Pioneer Property and Casualty Insurance Company, also hold shares.
• Sardar Biglari, through his various affiliations, beneficially owns an aggregate of 1,150,000 shares, constituting approximately 5.2% of the outstanding shares.
• The aggregate percentage of shares owned by the Reporting Persons is based on 22,263,481 shares outstanding as of February 27, 2025.
• The shares were acquired using funds from affiliated entities, working capital, and through margin accounts.

Sentiment

Score: 3

Explanation: The filing reports significant share sales by a major beneficial owner, Sardar Biglari's Lion Fund II, which is generally perceived as a negative signal for the stock. While not a full financial report, a reduction in stake by an activist investor can imply a lack of confidence or a shift in strategy, leading to a bearish sentiment.

Negatives

• The Lion Fund II, L.P., an entity associated with a major activist investor, Sardar Biglari, sold a total of 340,681 shares of Cracker Barrel Common Stock across four transactions in late May 2025.
• These sales occurred at prices ranging from $56.06 to $59.37 per share, indicating a reduction in their stake.
• The aggregate beneficial ownership of Sardar Biglari and affiliated entities has decreased to 5.2% of outstanding shares, down from a previously higher stake (implied by Amendment No. 57).

Risks

• The document does not explicitly state risks for the company, but the sale of shares by a significant holder could be interpreted as a potential loss of confidence or a strategic shift by that investor, which might be perceived as a risk by other investors.

Future Outlook

NA

Industry Context

This Schedule 13D/A filing primarily details changes in beneficial ownership by a specific investor group (Sardar Biglari and his affiliated entities) in Cracker Barrel Old Country Store, Inc. It does not provide information related to broader industry trends or competitive landscape analysis.

Related Party Transactions

• The filing details share transactions and beneficial ownership among entities affiliated with Sardar Biglari, including The Lion Fund II, L.P., Biglari Capital Corp., First Guard Insurance Company, Southern Pioneer Property and Casualty Insurance Company, Biglari Reinsurance Ltd., Biglari Insurance Group Inc., and Biglari Holdings Inc.
• The shares owned by The Lion Fund II were acquired with funds of affiliated entities that initially purchased the shares prior to their contribution to The Lion Fund II.
• The purchase of shares by First Guard and Southern Pioneer was done with working capital, which may include margin loans from brokerage firms.

Stakeholder Impact

• Shareholders: The sale of shares by a significant beneficial owner like The Lion Fund II, L.P. could lead to concerns among existing shareholders regarding the company's future prospects or the investor's confidence, potentially impacting stock price.
• Investors: Potential investors may view the reduction in stake by an activist investor as a negative indicator, influencing their investment decisions.

Key Dates

Recommendation

Keywords

Cracker Barrel Old Country Store, CBRL, Schedule 13D/A, SEC filing, share sales, beneficial ownership, Sardar Biglari, The Lion Fund II, institutional investor, common stock, equity stake