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

Sardar Biglari and affiliated investment vehicles have substantially decreased their beneficial ownership in Cracker Barrel Old Country Store, Inc. through recent share sales totaling over half a million shares.

Summary

• Sardar Biglari and his affiliated entities, 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., have filed an amendment to their Schedule 13D regarding their holdings in Cracker Barrel Old Country Store, Inc.
• As of May 21, 2025, the aggregate beneficial ownership of these reporting persons in Cracker Barrel Old Country Store, Inc. stands at 1,490,681 shares, which constitutes approximately 6.7% of the issuer's outstanding common stock.
• The Lion Fund II, L.P. executed significant sales of common stock, divesting a total of 578,460 shares across three transactions between May 19, 2025, and May 21, 2025.
• These sales were conducted at weighted average prices of $55.32 per share for 289,013 shares on May 19, 2025; $55.91 per share for 210,987 shares on May 20, 2025; and $55.58 per share for 78,460 shares on May 21, 2025.
• The total number of Cracker Barrel's common shares outstanding was reported as 22,263,481 as of February 27, 2025.
• A previous Joint Filing and Solicitation Agreement among the reporting persons terminated on November 21, 2024, and a new Joint Filing Agreement was established on May 21, 2025, to facilitate joint Schedule 13D filings.

Sentiment

Score: 4

Explanation: The filing is a factual disclosure of a significant reduction in beneficial ownership by a notable activist investor. While the sales represent a realization of value for the seller, the divestment itself could be perceived as a negative signal for the issuer's stock, suggesting a potential loss of confidence or a shift in investment strategy. The document contains no explicit positive or negative commentary.

Positives

• The sales by The Lion Fund II, L.P. occurred at weighted average prices above $55 per share, indicating a realization of value for the selling entities.

Negatives

• The significant reduction in beneficial ownership by a prominent activist investor like Sardar Biglari could be interpreted by the market as a signal of decreased confidence or a shift in investment strategy regarding Cracker Barrel Old Country Store, Inc.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the issuer's or reporting persons' future operations or financial performance, beyond the disclosure of their current holdings and past transactions.

Industry Context

This filing reflects a significant change in a prominent investor's position within the casual dining and country store sector, specifically regarding Cracker Barrel Old Country Store, Inc. While it does not provide broad industry trends, the divestment by a known activist investor like Sardar Biglari could influence market perception within the sector, potentially signaling a strategic shift or a re-evaluation of investment opportunities in the industry.

Corporate Governance

Related Party Transactions

• The Lion Fund II, L.P. acquired its shares from affiliated entities that initially purchased the shares prior to their contribution to The Lion Fund II.
• Sardar Biglari is deemed to beneficially own shares held by The Lion Fund II, First Guard Insurance Company, and Southern Pioneer Property and Casualty Insurance Company due to his relationships with these entities.
• Biglari Capital Corp. serves as the general partner of The Lion Fund II, L.P.
• Biglari Reinsurance Ltd., Biglari Insurance Group Inc., and Biglari Holdings Inc. are deemed to beneficially own shares held by First Guard Insurance Company and Southern Pioneer Property and Casualty Insurance Company due to their relationships.

Stakeholder Impact

• Shareholders: The reduction in stake by a significant activist investor like Sardar Biglari could lead to increased market scrutiny and potentially influence other investors' perceptions of Cracker Barrel's stock, signaling a potential shift in the investor's view on the company's prospects or strategy.
• Company Management: The divestment by a large, previously activist shareholder might reduce external pressure or influence from that specific investor group, potentially allowing management more autonomy, or conversely, removing a source of strategic input.

Key Dates

Recommendation

Keywords

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