Form 4: GMT Capital Reduces Cracker Barrel Stake via 10b5-1 Plan

GMT Capital and affiliated entities sold 42,400 shares of Cracker Barrel Old Country Store common stock for $26.37 per share on December 19, 2025, under a pre-arranged Rule 10b5-1 plan.

Summary

• GMT Capital Corp, along with Bay Resource Partners, Bay II Resource Partners, Bay Resource Partners Offshore Master Fund, L.P., and Thomas E. Claugus, collectively 10% owners and directors, reported a sale of Cracker Barrel Old Country Store, Inc. (CBRL) common stock.
• The transaction involved the disposition of 42,400 shares of common stock on December 19, 2025.
• The shares were sold at a price of $26.37 per share.
• The sale was conducted pursuant to a pre-arranged Rule 10b5-1(c) plan.
• Following the transaction, the reporting persons collectively beneficially own 2,325,000 shares of Cracker Barrel common stock.
• Individual sales and remaining ownership: Bay Resource Partners sold 12,000 shares (656,100 remaining), Bay II Resource Partners sold 7,700 shares (425,700 remaining), Bay Resource Partners Offshore Master Fund, L.P. sold 20,300 shares (1,113,200 remaining), and Thomas E. Claugus sold 2,400 shares (130,000 remaining).

Sentiment

Score: 5

Explanation: The sale of shares by a significant 10% owner and director, while reducing insider ownership, was conducted under a pre-arranged Rule 10b5-1 plan. This mitigates the negative signal typically associated with insider selling, suggesting a planned transaction rather than a reactive one based on adverse company developments.

Negatives

• The sale of shares by a significant 10% owner and affiliated entities, including a director, reduces insider ownership in the company.

Future Outlook

NA

Industry Context

This Form 4 filing reports an insider transaction and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: The reduction in insider ownership, even if pre-planned, could be viewed with slight caution, though the 10b5-1 plan lessens the impact as a negative signal. The remaining substantial stake indicates continued alignment of interests.

Key Dates

Recommendation

The sale of a portion of shares by a 10% owner and affiliated entities, including a director, was conducted under a pre-arranged Rule 10b5-1 plan. This suggests a scheduled transaction for purposes such as diversification or liquidity rather than a reactive decision based on new adverse information. While it reduces insider ownership, it does not necessarily signal a lack of confidence in the company's future prospects. Investors should consider this a neutral event and continue to monitor company fundamentals.

Keywords

Cracker Barrel Old Country Store, CBRL, GMT Capital, Insider Trading, Stock Sale, Form 4, 10b5-1 Plan, Beneficial Ownership