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SCHEDULE 13D/A 0001334429 XXXXXXXX LIVE 57 Common Stock, par value $0.01 per share 05/19/2025 false 0001067294 22410J106 CRACKER BARREL OLD COUNTRY STORE, INC PO BOX 787 LEBANON TN 370880787 Sardar Biglari 210-344-3400 Biglari Capital Corp. 19100 Ridgewood Pkwy, Suite 1200 San Antonio TX 78259 Michael Neidell, Esq. 212-451-2300 Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York NY 10019 0001580602 N LION FUND II, L.P. AF N DE 1421540.00 0.00 1421540.00 0.00 1421540.00 N 6.4 PN 0001334429 N BIGLARI CAPITAL CORP. AF N TX 1421540.00 0.00 1421540.00 0.00 1421540.00 N 6.4 OO Y First Guard Insurance Company WC N AZ 62300.00 0.00 62300.00 0.00 62300.00 N 0.3 IC Y Southern Pioneer Property and Casualty Insurance Company WC N AR 6841.00 0.00 6841.00 0.00 6841.00 N 0.0 IC 0002035328 N Biglari Reinsurance Ltd. OO N D0 69141.00 0.00 69141.00 0.00 69141.00 N 0.3 CO 0002034968 N Biglari Insurance Group Inc. OO N DE 69141.00 0.00 69141.00 0.00 69141.00 N 0.3 CO 0001726173 N Biglari Holdings Inc. OO N IN 69141.00 0.00 69141.00 0.00 69141.00 N 0.3 CO 0001334430 N BIGLARI, SARDAR AF N X1 1490681.00 0.00 1490681.00 0.00 1490681.00 N 6.7 IN Common Stock, par value $0.01 per share CRACKER BARREL OLD COUNTRY STORE, INC PO BOX 787 LEBANON TN 370880787 Item 3 is hereby amended and restated to read as follows: The aggregate purchase price of the 1,421,540 Shares owned directly by The Lion Fund II is approximately $72,338,504. The Shares owned directly 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 Lion Fund II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers' credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The aggregate purchase price of the 62,300 Shares owned directly by First Guard is approximately $5,065,302. The Shares purchased by First Guard were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 6,841 Shares owned directly by Southern Pioneer is approximately $523,129. The Shares purchased by Southern Pioneer were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based on 22,263,481 Shares outstanding as of February 27, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 6, 2025. As of the close of business on May 21, 2025, The Lion Fund II owned directly 1,421,540 Shares, constituting approximately 6.4% of the Shares outstanding. By virtue of their relationships with The Lion Fund II, each of BCC and Sardar Biglari may be deemed to beneficially own the Shares owned by The Lion Fund II. As of the close of business on May 21, 2025, First Guard owned directly 62,300 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with First Guard, each of Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by First Guard. As of the close of business on May 21, 2025, Southern Pioneer owned directly 6,841 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with Southern Pioneer, each of Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by Southern Pioneer. An aggregate of 1,490,681 Shares, constituting approximately 6.7% of the Shares outstanding, are reported by the Reporting Persons in this statement. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated to read as follows: By virtue of his relationships with the other Reporting Persons, Sardar Biglari may be deemed to have the sole power to vote and dispose of the Shares owned directly by The Lion Fund II, First Guard and Southern Pioneer. Items 5(c) is hereby amended and restated to read as follows: Exhibit 1 annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. Item 6 is hereby amended to add the following: The Joint Filing and Solicitation Agreement terminated pursuant to its terms on November 21, 2024. On May 21, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 1 - Transactions in Securities. 99.1 - Joint Filing Agreement, dated May 21, 2025. LION FUND II, L.P. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner 05/21/2025 BIGLARI CAPITAL CORP. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer 05/21/2025 First Guard Insurance Company /s/ Sardar Biglari Sardar Biglari, Authorized Signatory 05/21/2025 Southern Pioneer Property and Casualty Insurance Company /s/ Sardar Biglari Sardar Biglari, Authorized Signatory 05/21/2025 Biglari Reinsurance Ltd. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer 05/21/2025 Biglari Insurance Group Inc. /s/ Sardar Biglari Sardar Biglari, Chairman of the Board 05/21/2025 Biglari Holdings Inc. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer 05/21/2025 BIGLARI, SARDAR /s/ Sardar Biglari Sardar Biglari 05/21/2025