SCHEDULE 13D/A: Biglari-Led Group Reduces Stake in Cracker Barrel Below 5%

A group of entities led by Sardar Biglari, including The Lion Fund II, L.P., has reduced its beneficial ownership in Cracker Barrel Old Country Store, Inc. to below 5% following a recent sale of common stock.

Summary

• This filing is Amendment No. 59 to Schedule 13D for Cracker Barrel Old Country Store, Inc. (Issuer).
• The reporting persons, including The Lion Fund II, L.P., Biglari Capital Corp., and Sardar Biglari, collectively ceased to be beneficial owners of more than 5% of Cracker Barrel's common stock as of June 9, 2025.
• The Lion Fund II, L.P. sold 107,423 shares of common stock on June 9, 2025, at a weighted average price of $60.23 per share, with transaction prices ranging from $58.44 to $61.40 per share.
• As of the close of business on June 10, 2025, the aggregate beneficial ownership by the reporting persons is 1,042,577 shares, constituting approximately 4.7% of the 22,266,951 shares outstanding as of May 29, 2025.
• Specifically, The Lion Fund II directly owns 973,436 shares (4.4%), First Guard Insurance Company owns 62,300 shares (less than 1%), and Southern Pioneer Property and Casualty Insurance Company owns 6,841 shares (less than 1%).
• The aggregate purchase price for the 973,436 shares owned by The Lion Fund II was approximately $49,535,647, acquired with funds from affiliated entities and potentially through margin accounts.
• The aggregate purchase price for the 62,300 shares owned by First Guard was approximately $5,065,302, acquired with working capital.
• The aggregate purchase price for the 6,841 shares owned by Southern Pioneer was approximately $523,129, acquired with working capital.

Sentiment

Score: 4

Explanation: The sale of a significant block of shares by a prominent investor group, especially one previously known for activism, could be perceived as a negative signal regarding their confidence in the company's future prospects, potentially leading to negative market sentiment.

Negatives

• The sale of a significant block of shares by a previously activist investor group (Biglari) could be interpreted as a loss of confidence or a strategic exit, which might be viewed negatively by the market.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Cracker Barrel Old Country Store, Inc.'s future performance or strategic direction from either the issuer or the reporting persons.

Management Comments

• The filing is signed by Sardar Biglari as Chairman and Chief Executive Officer of Biglari Capital Corp. (general partner of Lion Fund II, L.P.), Chairman and Chief Executive Officer of Biglari Capital Corp., Authorized Signatory for First Guard Insurance Company and Southern Pioneer Property and Casualty Insurance Company, Chairman and Chief Executive Officer of Biglari Reinsurance Ltd., Chairman of the Board of Biglari Insurance Group Inc., Chairman and Chief Executive Officer of Biglari Holdings Inc., and individually as Sardar Biglari. No specific commentary or statements regarding Cracker Barrel's operations or outlook are provided.

Industry Context

This filing primarily details a change in beneficial ownership by a specific investor group in Cracker Barrel Old Country Store, Inc. It does not provide broader industry context or trends, focusing solely on the reporting persons' investment activities in the issuer.

Related Party Transactions

• The document notes that 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. This describes internal transfers within the Biglari group of reporting persons, not related party transactions involving Cracker Barrel Old Country Store, Inc.

Stakeholder Impact

• The reduction in beneficial ownership by a significant investor group, particularly one with a history of activism, may impact shareholder sentiment and potentially lead to increased scrutiny of Cracker Barrel's stock performance and strategic direction.

Key Dates

Keywords

Cracker Barrel Old Country Store Inc., CBRL, Schedule 13D/A, Beneficial Ownership, Share Sale, Sardar Biglari, The Lion Fund II, Institutional Investor, SEC Filing, Ownership Change