Form 4: Cracker Barrel Director Awarded RSUs

Cracker Barrel Old Country Store Director Stephen P. Bramlage Jr. received an annual award of 5,390 time-based Restricted Stock Units.

Summary

• Stephen P. Bramlage Jr., a Director of Cracker Barrel Old Country Store, Inc. (CBRL), was awarded 5,390 shares of Common Stock.
• The transaction occurred on November 20, 2025, and the shares were acquired at a price of $0.00.
• This award represents an annual grant of time-based Restricted Stock Units (RSUs) to independent directors under the Company's 2020 Omnibus Incentive Compensation Plan.
• The RSUs will cliff vest on November 20, 2026.
• Following this transaction, Mr. Bramlage Jr. beneficially owns 6,678 shares of Common Stock directly.

Sentiment

Score: 6

Explanation: The filing reports a routine equity award to an independent director, which is a standard practice for aligning management and director interests with shareholders. It does not contain any unexpected positive or negative news.

Positives

• The award of Restricted Stock Units (RSUs) to Director Stephen P. Bramlage Jr. aligns his interests with those of shareholders, as the value of his compensation is tied to the company's stock performance.
• The award is part of the Company's 2020 Omnibus Incentive Compensation Plan, indicating a structured approach to executive and director compensation.

Negatives

• The issuance of new shares for RSU awards can result in minor dilution for existing shareholders, though the amount in this specific transaction is small.

Future Outlook

The 5,390 Restricted Stock Units awarded to Director Stephen P. Bramlage Jr. are scheduled to cliff vest on November 20, 2026, indicating a future equity event.

Industry Context

The award of equity-based compensation, such as Restricted Stock Units, to independent directors is a common practice across various industries, including the restaurant and hospitality sector where Cracker Barrel operates. This method is widely used to incentivize directors and align their long-term interests with those of the company's shareholders.

Comparison to Industry Standards

• The practice of granting time-based Restricted Stock Units (RSUs) to independent directors, as seen with Cracker Barrel's award to Stephen P. Bramlage Jr., is a standard compensation mechanism in corporate governance.
• Companies like Darden Restaurants (DRI), Bloomin' Brands (BLMN), and Brinker International (EAT) also utilize equity awards to compensate their non-employee directors, typically vesting over a period to ensure long-term commitment and alignment with shareholder value.
• The $0.00 price for the acquisition is typical for RSU grants, reflecting that they are compensation rather than a purchase.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor potential for dilution from the issuance of new shares upon vesting, but generally positive as it aligns director incentives with shareholder value.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• The 5,390 Restricted Stock Units awarded to Stephen P. Bramlage Jr. are scheduled to cliff vest on November 20, 2026.

Key Dates

Keywords

Cracker Barrel Old Country Store, CBRL, Form 4, Restricted Stock Units, RSU, Insider Transaction, Director Compensation, Equity Award, Stephen P. Bramlage Jr.