SEC Form 10-Q filed by Biglari Holdings Inc.

8/8/25 4:08:34 PM ET

$BH

Restaurants

Consumer Discretionary

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission file number 001-38477


BIGLARI HOLDINGS INC.
(Exact name of registrant as specified in its charter)


Indiana						82-3784946
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)


19100 Ridgewood Parkway,	Suite 1200
San Antonio,	Texas	78259
(Address of principal executive offices)		(Zip Code)

(210) 344-3400

Registrant’s telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, no par value	BH.A	New York Stock Exchange
Class B Common Stock, no par value	BH	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and an “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Number of shares of common stock outstanding as of August 5, 2025:


Class A common stock –			206,864
Class B common stock –			2,068,640

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BIGLARI HOLDINGS INC.

INDEX

Page No.

Part I – Financial Information

Item 1.

Financial Statements

Consolidated Balance Sheets — June 30, 202 5 and December 31, 2024

Consolidated Statements of Earnings — Second Quarter and First Six Months 202 5 and 202 4

Consolidated Statements of Comprehensive Income — Second Quarter and First Six Months 202 5 and 2024

Consolidated Statements of Cash Flows — First Six Months 202 5 and 202 4

Consolidated Statements of Changes in Shareholders’ Equity — Second Quarter and First Six Months 202 5 and 202 4

Notes to Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

Part II – Other Information

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIGLARI HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)


	June 30, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	32,766	$	30,709
Investments	104,541		102,975
Receivables	21,082		25,184
Inventories	4,371		4,031
Other current assets	11,521		7,716
Total current assets	174,281		170,615
Property and equipment	365,262		376,155
Operating lease assets	35,506		34,011
Goodwill and other intangible assets	76,244		75,316
Investment partnerships	202,893		201,727
Other assets	9,393		8,309
Total assets	$	863,579	$	866,133
Liabilities and shareholders’ equity
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	56,418	$	63,381
Losses and loss adjustment expenses	17,203		17,250
Unearned premiums	18,412		17,236
Current portion of lease obligations	15,054		14,449
Line of credit	19,000		35,000
Total current liabilities	126,087		147,316
Lease obligations	91,384		90,739
Deferred taxes	40,768		29,393
Line of credit	—		10,000
Asset retirement obligations	15,549		15,218
Other liabilities	505		506
Total liabilities	274,293		293,172
Shareholders’ equity
Common stock	1,138		1,138
Additional paid-in capital	385,594		385,594
Retained earnings	645,355		627,699
Accumulated other comprehensive loss	(1,392)		(2,872)
Treasury stock, at cost	(441,409)		(438,598)
Biglari Holdings Inc. shareholders’ equity	589,286		572,961
Total liabilities and shareholders’ equity	$	863,579	$	866,133

See accompanying Notes to Consolidated Financial Statements.

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BIGLARI HOLDINGS INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(dollars in thousands except per share amounts)


	Second Quarter				First Six Months
	2025		2024		2025		2024
	(Unaudited)				(Unaudited)
Revenues
Restaurant operations	$	72,011	$	64,475	$	136,360	$	126,471
Insurance premiums and other	18,823		17,694		38,172		35,427
Oil and gas	7,498		8,671		17,428		18,181
Licensing and media	2,287		301		3,694		513
Total revenues	100,619		91,141		195,654		180,592
Costs and expenses
Restaurant cost of sales	40,039		36,886		77,797		71,307
Insurance losses and underwriting expenses	15,932		15,745		32,984		30,808
Oil and gas production costs	2,880		4,282		6,926		8,781
Licensing and media costs	2,421		523		4,072		1,026
Selling, general and administrative	22,853		18,653		44,220		36,928
Gain on sale of oil and gas properties	(794)		(16,165)		(10,117)		(16,646)
Impairments	1,251		1,000		1,251		1,107
Depreciation, depletion, and amortization	10,272		9,122		20,529		19,175
Interest expense on leases	1,240		1,349		2,573		2,663
Interest expense on borrowings	852		42		1,752		42
Total costs and expenses	96,946		71,437		181,987		155,191
Other income
Investment gains (losses)	2,925		(2,729)		1,340		(1,016)
Investment partnership gains (losses)	58,504		(79,890)		8,912		(57,905)
Total other income (expenses)	61,429		(82,619)		10,252		(58,921)
Earnings (loss) before income taxes	65,102		(62,915)		23,919		(33,520)
Income tax expense (benefit)	14,171		(14,725)		6,263		(7,909)
Net earnings (loss)	$	50,931	$	(48,190)	$	17,656	$	(25,611)

Net earnings (loss) per average equivalent Class A share *	$	194.57	$	(171.89)	$	67.26	$	(90.80)

*Net earnings (loss) per average equivalent Class B share outstanding are one-fifth of the average equivalent Class A share or $38.91 and $13.45 for the second quarter and first six months of 2025, respectively, and $(34.38) and $(18.16) for the second quarter and first six months of 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

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BIGLARI HOLDINGS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in thousands)


	Second Quarter				First Six Months
	2025		2024		2025		2024
	(Unaudited)				(Unaudited)
Net earnings (loss)	$	50,931	$	(48,190)	$	17,656	$	(25,611)
Foreign currency translation	1,010		(118)		1,480		(149)
Comprehensive income (loss)	$	51,941	$	(48,308)	$	19,136	$	(25,760)

See accompanying Notes to Consolidated Financial Statements.

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BIGLARI HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)


	First Six Months
	2025		2024
	(Unaudited)
Operating activities
Net earnings (loss)	$	17,656	$	(25,611)
Adjustments to reconcile net earnings (loss) to operating cash flows:
Depreciation, depletion, and amortization	20,529		19,175
Provision for deferred income taxes	11,254		(11,656)
Asset impairments	1,251		1,107
Gains on sale of assets	(11,032)		(19,618)
Investment and investment partnership gains and losses	(10,252)		58,921
Distributions from investment partnerships	35,000		1,000
Changes in receivables, inventories and other assets	559		1,234
Changes in accounts payable and accrued expenses	(7,023)		(3,642)
Net cash provided by operating activities	57,942		20,910
Investing activities
Capital expenditures	(10,004)		(16,429)
Proceeds from property and equipment disposals	12,477		21,820
Purchases of interests in limited partnerships	(30,065)		(22,924)
Purchases of investments	(31,479)		(43,152)
Sales of investments and redemptions of fixed maturity securities	31,910		41,099
Net cash used in investing activities	(27,161)		(19,586)
Financing activities
Proceeds from line of credit	27,000		6,050
Payments on line of credit	(53,000)		(6,000)
Principal payments on direct financing lease obligations	(2,778)		(2,741)
Net cash used in financing activities	(28,778)		(2,691)
Effect of exchange rate changes on cash	42		(7)
Increase (decrease) in cash, cash equivalents and restricted cash	2,045		(1,374)
Cash, cash equivalents and restricted cash at beginning of year	31,432		29,654
Cash, cash equivalents and restricted cash at end of second quarter	$	33,477	$	28,280


	June 30,
	2025		2024
	(Unaudited)
Cash and cash equivalents	$	32,766	$	26,897
Restricted cash in other long-term assets	711		1,383
Cash, cash equivalents and restricted cash at end of second quarter	$	33,477	$	28,280

See accompanying Notes to Consolidated Financial Statements.

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BIGLARI HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(dollars in thousands)


	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
For the second quarter and first six months of 2025
Balance at December 31, 2024	$	1,138	$	385,594	$	627,699	$	(2,872)	$	(438,598)	$	572,961
Net earnings (loss)					(33,275)						(33,275)
Other comprehensive loss							470				470
Adjustment for holdings in investment partnerships									(320)		(320)
Balance at March 31, 2025	$	1,138	$	385,594	$	594,424	$	(2,402)	$	(438,918)	$	539,836
Net earnings (loss)					50,931						50,931
Other comprehensive loss							1,010				1,010
Adjustment for holdings in investment partnerships									(2,491)		(2,491)
Balance at June 30, 2025	$	1,138	$	385,594	$	645,355	$	(1,392)	$	(441,409)	$	589,286


For the second quarter and first six months of 2024
Balance at December 31, 2023	$	1,138	$	385,594	$	631,458	$	(2,518)	$	(416,342)	$	599,330
Net earnings (loss)					22,579						22,579
Other comprehensive income							(31)				(31)
Adjustment for holdings in investment partnerships									(3,306)		(3,306)
Balance at March 31, 2024	$	1,138	$	385,594	$	654,037	$	(2,549)	$	(419,648)	$	618,572
Net earnings (loss)					(48,190)						(48,190)
Other comprehensive loss							(118)				(118)
Adjustment for holdings in investment partnerships									(1,085)		(1,085)
Balance at June 30, 2024	$	1,138	$	385,594	$	605,847	$	(2,667)	$	(420,733)	$	569,179

See accompanying Notes to Consolidated Financial Statements.

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BIGLARI HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

(dollars in thousands, except share and per share data)

Note 1. Summary of Significant Accounting Policies

Description of Business

The accompanying unaudited consolidated financial statements of Biglari Holdings Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In our opinion, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal recurring adjustments. The results for the interim periods shown are not necessarily indicative of results for the year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2024.

Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance and reinsurance, licensing and media, restaurants, and oil and gas. The Company’s largest operating subsidiaries are involved in the franchising and operating of restaurants. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company.

Biglari Holdings’ management system combines decentralized operations with centralized financial decision-making. Operating decisions for the various business units are made by their respective managers. All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari.

As of June 30, 2025, Mr. Biglari beneficially owns shares of the Company that represent approximately 74.3% of the voting interest.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including Steak n Shake Inc., Western Sizzlin Corporation, First Guard Insurance Company, Maxim Inc., Southern Pioneer Property & Casualty Insurance Company, Biglari Reinsurance Ltd., Southern Oil Company and Abraxas Petroleum Corporation. Intercompany accounts and transactions have been eliminated in consolidation.

Note 2. Earnings Per Share

Earnings per share of common stock is based on the weighted average number of shares outstanding during the year. The shares of Company stock attributable to our limited partner interest in The Lion Fund, L.P., and The Lion Fund II, L.P., (collectively, the “investment partnerships”) — based on our proportional ownership during this period — are considered treasury stock on the consolidated balance sheet and thereby deemed not to be included in the calculation of weighted average common shares outstanding. However, these shares are legally outstanding.

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Note 2. Earnings Per Share (continued)

The following table presents shares authorized, issued and outstanding on June 30, 2025 and December 31, 2024.


	June 30, 2025		December 31, 2024
	Class A	Class B	Class A	Class B
Common stock authorized	500,000	10,000,000	500,000	10,000,000
Common stock issued and outstanding	206,864	2,068,640	206,864	2,068,640

The Company has applied the “two-class method” of computing earnings per share as prescribed in Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”. (Class B shares are economically equivalent to one-fifth of a Class A share.) The equivalent Class A common stock applied for computing earnings per share excludes the proportional shares of Biglari Holdings’ stock held by the investment partnerships. In the tabulation below is the weighted average equivalent Class A common stock for earnings per share.


	Second Quarter		First Six Months
	2025	2024	2025	2024
Equivalent Class A common stock outstanding	620,592	620,592	620,592	620,592
Proportional ownership of Company stock held by investment partnerships	358,832	340,232	358,088	338,518
Equivalent Class A common stock for earnings per share	261,760	280,360	262,504	282,074

Note 3. Investments

We classify investments in fixed maturity securities at the acquisition date as available-for-sale. Realized gains and losses on disposals of investments are determined on a specific identification basis. Dividends and interest earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.

Investment gains for the second quarter and first six months of 2025 were $2,925 and $1,340, respectively. Investment losses in the second quarter and first six months of 2024 were $2,729 and $1,016, respectively.

Note 4. Investment Partnerships

The Company reports on the limited partnership interests in investment partnerships under the equity method of accounting. We record our proportional share of equity in the investment partnerships but exclude Company common stock held by said partnerships. The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding. The Company records gains/losses from investment partnerships (inclusive of the investment partnerships’ unrealized gains and losses on their securities) in the consolidated statements of earnings based on our carrying value of these partnerships. The fair value is calculated net of the general partner’s accrued incentive fees. Gains and losses on Company common stock included in the earnings of these partnerships are eliminated because they are recorded as treasury stock.

Biglari Capital Corp. is the general partner of the investment partnerships. Biglari Capital Corp. is solely owned by Mr. Biglari. Under the terms of their partnership agreements, each contribution made by the Company to the investment partnerships is subject to a rolling five year lock-up period. The lock-up period can be waived by the general partner in its sole discretion.

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Note 4. Investment Partnerships (continued)

The fair value and adjustment for Company common stock held by the investment partnerships to determine the carrying value of our partnership interest are presented below.


	Fair Value		Company Common Stock		Carrying Value
Partnership interest at December 31, 2024	$	656,266	$	454,539	$	201,727
Investment partnership gains (losses)	68,515		59,603		8,912
Distributions (net of contributions)	(4,935)				(4,935)
Changes in proportionate share of Company stock held			2,811		(2,811)
Partnership interest at June 30, 2025	$	719,846	$	516,953	$	202,893


	Fair Value		Company Common Stock		Carrying Value
Partnership interest at December 31, 2023	$	472,772	$	273,669	$	199,103
Investment partnership gains (losses)	(12,645)		45,260		(57,905)
Contributions (net of distributions)	21,924				21,924
Changes in proportionate share of Company stock held			4,391		(4,391)
Partnership interest at June 30, 2024	$	482,051	$	323,320	$	158,731

The carrying value of the investment partnerships net of deferred taxes is presented below.


	June 30, 2025		December 31, 2024
Carrying value of investment partnerships	$	202,893	$	201,727
Deferred tax liability related to investment partnerships	(30,030)		(17,255)
Carrying value of investment partnerships net of deferred taxes	$	172,863	$	184,472

We expect that a majority of the $30,030 deferred tax liability enumerated above will not become due until the dissolution of the investment partnerships.

The Company’s proportionate share of Company stock held by investment partnerships at cost was $441,409 and $438,598 at June 30, 2025 and December 31, 2024, respectively.

The carrying value of the partnership interest approximates fair value adjusted by the value of held Company stock. Fair value of our partnership interest is assessed according to our proportional ownership interest of the fair value of investments held by the investment partnerships. Unrealized gains and losses on marketable securities held by the investment partnerships affect our net earnings.

Gains/losses from investment partnerships recorded in the Company’s consolidated statements of earnings are presented below.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Gains (losses) from investment partnerships	$	58,504	$	(79,890)	$	8,912	$	(57,905)
Tax expense (benefit)	12,310		(19,142)		2,144		(14,305)
Contribution to net earnings (loss)	$	46,194	$	(60,748)	$	6,768	$	(43,600)

On December 31 of each year, the general partner of the investment partnerships, Biglari Capital Corp., will earn an incentive reallocation fee for the Company’s investments equal to 25% of the net profits above an annual hurdle rate of 6% over the previous high-water mark. Our policy is to accrue an estimated incentive fee throughout the year. The total incentive reallocation from Biglari Holdings to Biglari Capital Corp. includes gains on the Company’s common stock. Gains and losses on the Company’s common stock and the related incentive reallocations are eliminated in our financial statements.

There were no incentive reallocations accrued during the first six months of 2025 and 2024.

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Note 4. Investment Partnerships (continued)

Summarized financial information for The Lion Fund, L.P. and The Lion Fund II, L.P. is presented below.


	Equity in Investment Partnerships
	Lion Fund			Lion Fund II
Total assets as of June 30, 2025	$	623,894		$	365,151
Total liabilities as of June 30, 2025	$	15,173		$	178,988
Revenue for the first six months of 2025	$	58,537		$	23,257
Earnings for the first six months of 2025	$	57,970		$	18,396
Biglari Holdings’ ownership interest as of June 30, 2025	91.6		%	87.8		%

Total assets as of December 31, 2024	$	567,387		$	367,630
Total liabilities as of December 31, 2024	$	20,609		$	188,202
Revenue for the first six months of 2024	$	33,316		$	(42,355)
Earnings for the first six months of 2024	$	32,417		$	(48,207)
Biglari Holdings’ ownership interest as of June 30, 2024	90.2		%	87.3		%

Revenue in the financial information of the investment partnerships, summarized above, includes investment income and unrealized gains and losses on investments.

Note 5. Property and Equipment

Property and equipment is composed of the following.


	June 30, 2025		December 31, 2024
Land	$	131,142	$	134,738
Buildings	161,857		160,282
Land and leasehold improvements	153,272		152,091
Equipment	211,518		213,800
Oil and gas properties	157,661		156,849
Construction in progress	1,251		672
	816,701		818,432
Less accumulated depreciation, depletion, and amortization	(451,439)		(442,277)
Property and equipment, net	$	365,262	$	376,155

Depletion expense related to oil and gas properties was $5,966 and $4,227 during the first six months of 2025 and 2024, respectively.

The Company recorded an impairment to restaurant long-lived assets related to underperforming stores of $1,251 in the second quarter of 2025. No impairment was recorded in the second quarter of 2024. The Company recorded an impairment to restaurant long-lived assets related to underperforming stores of $1,251 and $107 in the first six months of 2025 and 2024, respectively.

We did not record any impairments to our oil and gas assets during the second quarter and first six months of 2025 and 2024. However, if commodity prices fall below current levels, we may be required to record impairments in future periods and such impairments could be material. Further, if commodity prices decrease, our production, proved reserves, and cash flows will be adversely impacted.

Abraxas Petroleum recorded gains of $794 and $16,165 during the second quarter of 2025 and 2024, respectively, and recorded gains of $10,117 and $16,646 during the first six months of 2025 and 2024, respectively, as a result of selling undeveloped reserves. Abraxas may receive future royalties for each of these transactions as the reserves are developed by the respective unaffiliated parties.

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Note 5. Property and Equipment (continued)

Property and equipment held for sale of $3,820 and $1,081 are recorded in other assets as of June 30, 2025 and December 31, 2024, respectively. The assets classified as held for sale include properties which were previously company-operated restaurants.

During the first six months of 2025 and 2024, the Company recognized net gains of $807 and $2,909, respectively, in connection with property sales, lease terminations and asset disposals which are included in selling, general and administrative expenses in the consolidated statements of earnings.

Note 6. Goodwill and Other Intangible Assets

Goodwill

Goodwill consists of the excess of the purchase price over the fair value of the net assets acquired in connection with business acquisitions.

A reconciliation of the change in the carrying value of goodwill is as follows.


	Goodwill
Goodwill at December 31, 2024
Goodwill	$	53,796
Impairments prior to 2025	(1,300)
	52,496
Change in foreign exchange rates during the first six months of 2025	72
Goodwill at June 30, 2025	$	52,568

Goodwill and indefinite-lived intangible asset impairment reviews include determining the estimated fair values of our reporting units and indefinite-lived intangible assets. The key assumptions and inputs used in such determinations may include forecasting revenues and expenses, cash flows and capital expenditures, as well as an appropriate discount rate and other inputs. Significant judgment by management is required in estimating the fair value of a reporting unit and in performing impairment reviews. Due to the inherent subjectivity and uncertainty in forecasting future cash flows and earnings over long periods of time, actual results may differ materially from the forecasts. If the carrying value of the indefinite-lived intangible asset exceeds fair value, the excess is charged to earnings as an impairment loss. If the carrying value of a reporting unit exceeds the estimated fair value of the reporting unit, then the excess, limited to the carrying amount of goodwill, will be charged to earnings as an impairment loss. There was no impairment recorded by Steak n Shake for goodwill during the first six months of 2025 or 2024. We perform our annual assessment of our recoverability of goodwill related to Western Sizzlin during the second quarter. We did not record an impairment for goodwill during 2025. An impairment to goodwill of $1,000 was recorded in 2024. There was no impairment recorded for intangible assets during the first six months of 2025 and 2024.

Other Intangible Assets

Intangible assets with indefinite lives are composed of the following.


	Trade Names		Lease Rights		Total
Balance at December 31, 2024
Intangibles	$	15,876	$	10,692	$	26,568
Impairments prior to 2025	—		(3,748)		(3,748)
	15,876		6,944		22,820
Change in foreign exchange rates during the first six months of 2025	—		856		856
Balance at June 30, 2025	$	15,876	$	7,800	$	23,676

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Note 7. Restaurant Operations Revenues

Restaurant operations revenues were as follows.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Net sales	$	46,858	$	40,815	$	88,473	$	79,550
Franchise partner fees	20,150		18,149		37,289		35,907
Franchise royalties and fees	3,128		3,615		6,617		7,092
Other	1,875		1,896		3,981		3,922
	$	72,011	$	64,475	$	136,360	$	126,471

Net Sales

Net sales are composed of retail sales of food through company-operated stores. Company-operated store revenues are recognized, net of discounts and sales taxes, when our obligation to perform is satisfied at the point of sale. Sales taxes related to these sales are collected from customers and remitted to the appropriate taxing authority and are not reflected in the Company’s consolidated statements of earnings as revenue.

Franchise Partner Fees

Franchise partner fees are composed of up to 15% of sales as well as 50% of profits. We are therefore fully affected by the operating results of the business, unlike in a traditional franchising arrangement, where the franchisor obtains a royalty fee based on sales only. We generate most of our revenue from our share of the franchise partners’ profits. An initial franchise fee of ten thousand dollars is recognized when the operator becomes a franchise partner. The Company recognizes franchise partner fees monthly as underlying restaurant sales occur.

The Company leases or subleases property and equipment to franchise partners under lease arrangements. Both real estate and equipment rental payments are charged to franchise partners and are recognized in accordance with ASC 842, “Leases”. During the second quarter of 2025 and 2024, restaurant operations recognized $5,887 and $5,780, respectively, in franchise partner fees related to rental income. During the first six months ended June 30, 2025 and June 30, 2024, restaurant operations recognized $11,440 and $11,485, respectively, in franchise partner fees related to rental income.

Franchise Royalties and Fees

Franchise royalties and fees from Steak n Shake and Western Sizzlin franchisees are based upon a percentage of sales of the franchise restaurant and are recognized as earned. Franchise royalties are billed on a monthly basis. Initial franchise fees when a new restaurant opens or at the start of a new franchise term are recorded as deferred revenue when received and recognized as revenue over the term of the franchise agreement.

Other Revenue

Restaurant operations sell gift cards to customers which can be redeemed for retail food sales within our stores. Gift cards are recorded as deferred revenue when issued and are subsequently recorded as net sales upon redemption. Restaurant operations estimate breakage related to gift cards when the likelihood of redemption is remote. This estimate utilizes historical trends based on the vintage of the gift card. Breakage on gift cards is recorded as other revenue in proportion to the rate of gift card redemptions by vintage.

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Note 8. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses include the following.


	June 30, 2025		December 31, 2024
Accounts payable	$	25,538	$	28,542
Gift cards and other marketing	4,593		6,655
Insurance accruals	1,074		1,746
Compensation	5,198		4,911
Deferred revenue	5,167		3,723
Taxes payable	4,191		8,134
Oil and gas payable	2,042		1,912
Professional fees	3,588		3,052
Due to broker	4,276		3,517
Other	751		1,189
Accounts payable and accrued expenses	$	56,418	$	63,381

Note 9. Lines of Credit

Biglari Holdings Lines of Credit

Biglari Holdings’ line of credit dated September 13, 2022 was amended on September 13, 2024 and the available line of credit is $35,000. The line of credit matures on September 13, 2026. The line of credit includes customary covenants, as well as financial maintenance covenants. There was a $19,000 and $35,000 balance on the line of credit on June 30, 2025 and December 31, 2024, respectively. Our interest rate was 7.1% on June 30, 2025 and December 31, 2024.

On November 8, 2024, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $75,000. The line of credit will be available on a revolving basis until November 7, 2027. The line of credit includes customary covenants as well as financial maintenance covenants. There was a $10,000 balance on the line of credit on December 31, 2024. Our interest rate was 7.8% on December 31, 2024. As of June 30, 2025, Biglari Holdings had no debt outstanding on its line of credit.

Western Sizzlin Revolver

Western Sizzlin’s available line of credit is $500. As of June 30, 2025 and December 31, 2024, there was no debt outstanding under its revolver.

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Note 10. Unpaid Losses and Loss Adjustment Expenses

Our liabilities for unpaid losses and loss adjustment expenses (also referred to as “claim liabilities”) under insurance contracts are based upon estimates of the ultimate claim costs associated with claim occurrences as of the balance sheet date and include estimates for incurred-but-not-reported (“IBNR”) claims. A reconciliation of the changes in claim liabilities, net of reinsurance, for each of the six-month periods ended June 30, 2025 and 2024 follows.


	June 30, 2025		June 30, 2024
Balances at beginning of year:
Gross liabilities	$	18,028	$	16,105
Reinsurance recoverable on unpaid losses	(778)		(937)
Net liabilities	17,250		15,168
Incurred losses and loss adjustment expenses:
Current accident year	23,594		23,539
Prior accident years	872		(1,330)
Total	24,466		22,209
Paid losses and loss adjustment expenses:
Current accident year	18,663		16,653
Prior accident years	5,850		5,029
Total	24,513		21,682
Balances at June 30:
Net liabilities	17,203		15,695
Reinsurance recoverable on unpaid losses	612		272
Gross liabilities	$	17,815	$	15,967

We recorded net increases of $872 for estimated ultimate liabilities for prior accident years in the first six months of 2025, and net reductions of $1,330 in the first six months of 2024. These changes as a percentage of the net liabilities at the beginning of each year were 5.1% in 2025 and 8.8% in 2024.

Note 11. Lease Assets and Obligations

Lease obligations include the following.


Current portion of lease obligations	June 30, 2025		December 31, 2024
Finance lease liabilities	$	1,333	$	1,250
Finance obligations	4,709		4,664
Operating lease liabilities	9,012		8,535
Total current portion of lease obligations	$	15,054	$	14,449

Long-term lease obligations
Finance lease liabilities	$	3,873	$	2,747
Finance obligations	58,991		60,386
Operating lease liabilities	28,520		27,606
Total long-term lease obligations	$	91,384	$	90,739

Nature of Leases

Steak n Shake and Western Sizzlin operate restaurants that are located on sites owned by us or leased from third parties. In addition, they own sites and lease sites from third parties that are leased and/or subleased to franchisees.

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Note 11. Lease Assets and Obligations (continued)

Lease Costs

A significant portion of our operating and finance lease portfolio includes restaurant locations. We recognize fixed lease expense for operating leases on a straight-line basis over the lease term. For finance leases, we recognize amortization expense on the right-of-use asset and interest expense on the lease liability over the lease term.

Total lease cost consists of the following.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Finance lease costs:
Amortization of right-of-use assets	$	226	$	221	$	439	$	447
Interest on lease liabilities	87		83		161		167
Operating and variable lease costs	2,862		2,948		5,798		5,777
Sublease income	(2,512)		(2,986)		(5,120)		(5,975)
Total lease costs	$	663	$	266	$	1,278	$	416

Supplemental cash flow information related to leases is as follows.


	First Six Months
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases	$	625	$	621
Operating cash flows from finance leases	$	161	$	167
Operating cash flows from operating leases	$	5,410	$	5,409

Supplemental balance sheet information related to leases is as follows.


	June 30, 2025		December 31, 2024
Finance leases:
Property and equipment, net	$	4,334	$	2,980

Weighted-average lease terms and discount rates are as follows.


	June 30, 2025
Weighted-average remaining lease terms:
Finance leases	5.97 years
Operating leases	6.44 years

Weighted-average discount rates:
Finance leases	7.0	%
Operating leases	7.0	%

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Note 11. Lease Assets and Obligations (continued)

Maturities of lease liabilities as of June 30, 2025 are as follows.


Year	Operating Leases		Finance Leases
Remainder of 2025	$	5,490	$	754
2026	9,437		1,486
2027	7,079		1,152
2028	6,130		764
2029	5,061		532
After 2029	13,101		1,717
Total lease payments	46,298		6,405
Less interest	8,766		1,199
Total lease liabilities	$	37,532	$	5,206

Lease Income

The components of lease income recorded in restaurant operations are as follows.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Operating lease income	$	3,914	$	4,236	$	7,846	$	8,417
Variable lease income	2,288		1,824		4,188		3,623
Total lease income	$	6,202	$	6,060	$	12,034	$	12,040

The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of June 30, 2025. Franchise partner leases and subleases are short-term leases and have been excluded from the table.


	Operating Leases
Year	Subleases		Owned Properties
Remainder of 2025	$	386	$	323
2026	528		639
2027	431		651
2028	311		662
2029	225		678
After 2029	225		3,499
Total future minimum receipts	$	2,106	$	6,452

Note 12. Income Taxes

In determining the quarterly provision for income taxes, the Company used an estimated annual effective tax rate for the first six months of 2025 and 2024. Our periodic effective income tax rate is affected by the relative mix of pre-tax earnings or losses and underlying income tax rates applicable to the various taxing jurisdictions.

Income tax expense for the second quarter of 2025 was $14,171 compared to an income tax benefit of $14,725 for the second quarter of 2024. Income tax expense for the first six months of 2025 was $6,263 compared to an income tax benefit of $7,909 for the first six months of 2024. The variance in income taxes between 2025 and 2024 is attributable to taxes on income generated by the investment partnerships. Investment partnership pre-tax gains were $58,504 during the second quarter of 2025 compared to pre-tax losses of $79,890 during the second quarter of 2024. Investment partnership pre-tax gains were $8,912 during the first six months of 2025 compared to pre-tax losses of $57,905 during the first six months of 2024.

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Note 12. Income Taxes (continued)

The One Big Beautiful Bill Act was signed into law on July 4, 2025. The new Act makes permanent certain expiring provisions of the Tax Cuts and Jobs Act and restores favorable tax treatment for certain business provisions including 100% bonus depreciation and the business interest expense limitation.

Note 13. Commitments and Contingencies

We are involved in various legal proceedings and have certain unresolved claims pending. We believe, based on examination of these matters and experiences to date, that the ultimate liability, if any, in excess of amounts already provided in our consolidated financial statements is not likely to have a material effect on our results of operations, financial position or cash flow.

Note 14. Fair Value of Financial Assets

The fair values of substantially all of our financial instruments were measured using market or income approaches. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, the fair values presented are not necessarily indicative of the amounts that could be realized in an actual current market exchange. The use of alternative market assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

The hierarchy for measuring fair value consists of Levels 1 through 3, which are described below.

•Level 1 – Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets.

•Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that may be considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit ratings, estimated durations and yields for other instruments of the issuer or entities in the same industry sector.

•Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities and we may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities.

The following methods and assumptions were used to determine the fair value of each class of the following assets recorded at fair value in the consolidated balance sheets:

Cash equivalents: Cash equivalents primarily consist of money market funds which are classified as Level 1 of the fair value hierarchy.

Equity securities: The Company’s investments in equity securities are classified as Level 1 of the fair value hierarchy.

Bonds: The Company’s investments in bonds consist of both corporate and government debt. Bonds may be classified as Level l or Level 2 of the fair value hierarchy.

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Note 14. Fair Value of Financial Assets (continued)

As of June 30, 2025 and December 31, 2024, the fair values of financial assets were as follows.


	June 30, 2025								December 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	14,780	$	—	$	—	$	14,780	$	11,684	$	—	$	—	$	11,684
Equity securities
Consumer goods	43,823		—		—		43,823		39,706		—		—		39,706
Other	5,229		—		—		5,229		5,569		—		—		5,569
Bonds
Government	52,376		3,612		—		55,988		52,328		5,245		—		57,573
Corporate	—		656		—		656		—		750		—		750
Total assets at fair value	$	116,208	$	4,268	$	—	$	120,476	$	109,287	$	5,995	$	—	$	115,282

There were no changes in our valuation techniques used to measure fair values on a recurring basis.

Note 15. Related Party Transactions

Service Agreement

The Company is party to a service agreement with Biglari Enterprises LLC (“Biglari Enterprises”) under which Biglari Enterprises provides business and administrative related services to the Company. Biglari Enterprises is owned by Mr. Biglari.

The Company paid Biglari Enterprises $5,700 in service fees during the first six months of 2025 and $4,800 during the first six months of 2024. The service agreement does not alter the hurdle rate connected with the incentive reallocation paid to Biglari Capital Corp.

Incentive Agreement

The Incentive Agreement establishes a performance-based annual incentive payment for Mr. Biglari contingent upon the growth in adjusted equity in each year attributable to our operating businesses. In order for Mr. Biglari to receive any incentive, our operating businesses must achieve an annual increase in shareholders’ equity in excess of 6% (the “hurdle rate”) above the previous highest level (the “high-water mark”). Mr. Biglari will receive 25% of any incremental book value created above the high-water mark plus the hurdle rate.

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Note 16. Business Segment Reporting

Our reportable business segments are organized in a manner that reflects how management views those business activities. Biglari Holdings’ diverse businesses are managed on an unusually decentralized basis. Our restaurant operations include Steak n Shake and Western Sizzlin. Our insurance operations include First Guard, Southern Pioneer, and Biglari Reinsurance. Our oil and gas operations include Southern Oil and Abraxas Petroleum. The Company also reports segment information for Maxim. Other business activities not specifically identified with reportable business segments are presented under corporate and other. We report our earnings from investment partnerships separately. The Company’s chief operating decision maker is the Chief Executive Officer who is ultimately responsible for significant capital allocation decisions, evaluating operating performance and selecting the chief executive to head each of the operating segments. The cost and expense information provided is based on the information regularly provided to the chief operating decision maker. Given the varied operating segments and differences in revenue streams and cost structures, there are wide variances in the form, content, and levels of such expense information significant to the business. With respect to insurance underwriting, the chief operating decision maker considers pre-tax underwriting earnings. Typically, there are no budgeted or forecasted premiums. For most non-insurance businesses, pre-tax earnings are considered in allocating resources and capital.

A disaggregation of our consolidated data for the second quarters and first six months of 2025 and 2024 is presented in the tables which follow.


Restaurant
	Second Quarter
	2025
	Steak n Shake		Western Sizzlin		Total Restaurants
Revenue	$	69,258	$	2,753	$	72,011
Cost and expenses:
Cost of food	13,241		926		14,167
Labor costs	13,366		654		14,020
Occupancy and other	11,985		1,107		13,092
Selling, general and administrative	16,390		44		16,434
Depreciation, amortization and impairment	7,844		19		7,863
Total costs and expenses	62,826		2,750		65,576
Earnings before income taxes	$	6,432	$	3	$	6,435


	Second Quarter
	2024
	Steak n Shake		Western Sizzlin		Total Restaurants
Revenue	$	61,711	$	2,764	$	64,475
Cost and expenses:
Cost of food	11,457		900		12,357
Labor costs	12,078		914		12,992
Occupancy and other	12,330		556		12,886
Selling, general and administrative	13,544		121		13,665
Depreciation, amortization and impairment	6,793		17		6,810
Total costs and expenses	56,202		2,508		58,710
Earnings before income taxes	$	5,509	$	256	$	5,765

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Note 16. Business Segment Reporting (continued)


	First Six Months
	2025
	Steak n Shake		Western Sizzlin		Total Restaurants
Revenue	$	131,174	$	5,186	$	136,360
Cost and expenses:
Cost of food	24,853		1,778		26,631
Labor costs	26,215		1,245		27,460
Occupancy and other	24,466		1,813		26,279
Selling, general and administrative	31,805		83		31,888
Depreciation, amortization and impairment	14,315		38		14,353
Total costs and expenses	121,654		4,957		126,611
Earnings before income taxes	$	9,520	$	229	$	9,749


	First Six Months
	2024
	Steak n Shake		Western Sizzlin		Total Restaurants
Revenue	$	121,065	$	5,406	$	126,471
Cost and expenses:
Cost of food	21,570		1,761		23,331
Labor costs	23,775		1,761		25,536
Occupancy and other	24,025		1,078		25,103
Selling, general and administrative	28,231		(125)		28,106
Depreciation, amortization and impairment	13,718		34		13,752
Total costs and expenses	111,319		4,509		115,828
Earnings before income taxes	$	9,746	$	897	$	10,643


Insurance
	Second Quarter
	2025
	First Guard		Southern Pioneer		Total Underwriting		Investment Income		Other		Total Insurance
Revenue	$	9,098	$	8,068	$	17,166	$	839	$	818	$	18,823
Cost and expenses:
Insurance losses	4,624		7,048		11,672		—		—		11,672
Underwriting expenses	2,383		1,877		4,260		—		—		4,260
Other segment items	—		—		—		—		1,098		1,098
Total costs and expenses	7,007		8,925		15,932		—		1,098		17,030
Earnings before income taxes	$	2,091	$	(857)	$	1,234	$	839	$	(280)	$	1,793

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Note 16. Business Segment Reporting (continued)


	Second Quarter
	2024
	First Guard		Southern Pioneer		Total Underwriting		Investment Income		Other		Total Insurance
Revenue	$	9,494	$	6,797	$	16,291	$	955	$	448	$	17,694
Cost and expenses:
Insurance losses	6,161		4,801		10,962		—		—		10,962
Underwriting expenses	2,002		2,781		4,783		—		—		4,783
Other segment items	—		—		—		—		99		99
Total costs and expenses	8,163		7,582		15,745		—		99		15,844
Earnings before income taxes	$	1,331	$	(785)	$	546	$	955	$	349	$	1,850


	First Six Months
	2025
	First Guard		Southern Pioneer		Total Underwriting		Investment Income		Other		Total Insurance
Revenue	$	18,307	$	16,624	$	34,931	$	1,676	$	1,565	$	38,172
Cost and expenses:
Insurance losses	10,906		12,771		23,677		—		—		23,677
Underwriting expenses	4,095		5,212		9,307		—		—		9,307
Other segment items	—		—		—		—		1,858		1,858
Total costs and expenses	15,001		17,983		32,984		—		1,858		34,842
Earnings before income taxes	$	3,306	$	(1,359)	$	1,947	$	1,676	$	(293)	$	3,330


	First Six Months
	2024
	First Guard		Southern Pioneer		Total Underwriting		Investment Income		Other		Total Insurance
Revenue	$	18,804	$	13,409	$	32,213	$	1,870	$	1,344	$	35,427
Cost and expenses:
Insurance losses	12,936		8,904		21,840		—		—		21,840
Underwriting expenses	3,737		5,231		8,968		—		—		8,968
Other segment items	—		—		—		—		523		523
Total costs and expenses	16,673		14,135		30,808		—		523		31,331
Earnings before income taxes	$	2,131	$	(726)	$	1,405	$	1,870	$	821	$	4,096

Other segment items include general and administrative costs, depreciation, and other income.

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Note 16. Business Segment Reporting (continued)


Oil and Gas	Second Quarter
	2025
	Abraxas Petroleum		Southern Oil		Total Oil and Gas
Revenue	$	4,161	$	3,337	$	7,498
Cost and expenses:
Production costs	2,095		785		2,880
Depreciation, depletion and accretion	1,777		1,334		3,111
General and administrative	716		468		1,184
Total costs and expenses	4,588		2,587		7,175

Gains on sales of properties	794		—		794

Earnings before income taxes	$	367	$	750	$	1,117


	Second Quarter
	2024
	Abraxas Petroleum		Southern Oil		Total Oil and Gas
Revenue	$	4,992	$	3,679	$	8,671
Cost and expenses:
Production costs	2,266		2,016		4,282
Depreciation, depletion and accretion	781		1,097		1,878
General and administrative	696		629		1,325
Total costs and expenses	3,743		3,742		7,485

Gains on sales of properties	16,165		—		16,165

Earnings before income taxes	$	17,414	$	(63)	$	17,351


	First Six Months
	2025
	Abraxas Petroleum		Southern Oil		Total Oil and Gas
Revenue	$	10,051	$	7,377	$	17,428
Cost and expenses:
Production costs	4,541		2,385		6,926
Depreciation, depletion and accretion	3,710		2,657		6,367
General and administrative	1,365		1,122		2,487
Total costs and expenses	9,616		6,164		15,780

Gains on sales of properties	10,117		—		10,117

Earnings before income taxes	$	10,552	$	1,213	$	11,765

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Note 16. Business Segment Reporting (continued)


	First Six Months
	2024
	Abraxas Petroleum		Southern Oil		Total Oil and Gas
Revenue	$	10,860	$	7,321	$	18,181
Cost and expenses:
Production costs	5,085		3,696		8,781
Depreciation, depletion and accretion	2,328		2,342		4,670
General and administrative	1,292		1,267		2,559
Total costs and expenses	8,705		7,305		16,010

Gains on sales of properties	16,646		—		16,646

Earnings before income taxes	$	18,801	$	16	$	18,817


Brand Licensing	Maxim
	Second Quarter				First Six Months
	2025		2024		2025		2024
Revenue	$	2,287	$	301	$	3,694	$	513
Cost and expenses:
Licensing and media cost	2,421		523		4,072		1,026
General and administrative	33		33		76		96
Depreciation and amortization	100		—		170		—
Total costs and expenses	2,554		556		4,318		1,122
Earnings before income taxes	$	(267)	$	(255)	$	(624)	$	(609)

Reconciliation of revenues and earnings (loss) before income taxes of our business segments to the consolidated amounts for each of the three months and six months ended June 30 follows.


	Second Quarter
	Revenues				Earnings (losses) before income taxes
	2025		2024		2025		2024
Total operating businesses	$	100,619	$	91,141	$	9,078	$	24,711
Investment partnership gains (losses)	—		—		58,504		(79,890)
Investment gains (losses)	—		—		2,925		(2,729)
Interest expenses not allocated to segments	—		—		(852)		(42)
Corporate and other	—		—		(4,553)		(4,965)
	$	100,619	$	91,141	$	65,102	$	(62,915)

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Note 16. Business Segment Reporting (continued)


	First Six Months
	Revenues				Earnings (losses) before income taxes
	2025		2024		2025		2024
Total operating businesses	$	195,654	$	180,592	$	24,220	$	32,947
Investment partnership gains (losses)	—		—		8,912		(57,905)
Investment gains (losses)	—		—		1,340		(1,016)
Interest expenses not allocated to segments	—		—		(1,752)		(42)
Corporate and other	—		—		(8,801)		(7,504)
	$	195,654	$	180,592	$	23,919	$	(33,520)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(dollars in thousands except per share data)

Overview

Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance and reinsurance, licensing and media, restaurants, and oil and gas. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company.

As of June 30, 2025, Mr. Biglari beneficially owns shares of the Company that represent approximately 74.3% of the voting interest.

Net earnings (loss) are disaggregated in the table that follows. Amounts are recorded after deducting income taxes.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Operating businesses:
Restaurant	$	4,555	$	4,244	$	6,744	$	7,717
Insurance	1,399		1,454		2,600		3,192
Oil and gas	849		13,369		9,147		14,518
Brand licensing	(198)		(193)		(465)		(458)
Interest expense	(656)		(32)		(1,349)		(32)
Total operating businesses	5,949		18,842		16,677		24,937
Goodwill impairment	—		(1,000)		—		(1,000)
Corporate and other	(3,530)		(3,125)		(6,819)		(5,121)
Investment partnership gains (losses)	46,194		(60,748)		6,768		(43,600)
Investment gains (losses)	2,318		(2,159)		1,030		(827)
Net earnings (loss)	$	50,931	$	(48,190)	$	17,656	$	(25,611)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Restaurants

Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 449 company-operated and franchise restaurants as of June 30, 2025.


	Steak n Shake			Western Sizzlin
	Company- operated	Franchise Partner	Traditional Franchise	Company- operated	Franchise	Total
Total stores as of December 31, 2024	146	173	107	3	29	458
Corporate stores transitioned	(2)	2	—	—	—	—
Net restaurants opened (closed)	(1)	(1)	(7)	—	—	(9)
Total stores as of June 30, 2025	143	174	100	3	29	449

Total stores as of December 31, 2023	148	181	128	3	32	492
Corporate stores transitioned	(1)	1	—	—	—	—
Net restaurants opened (closed)	(5)	—	(8)	—	(2)	(15)
Total stores as of June 30, 2024	142	182	120	3	30	477

As of June 30, 2025, ten of the 143 company-operated Steak n Shake stores were closed. Steak n Shake plans to sell or lease eight of the ten locations and refranchise the balance.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Restaurant operations are summarized below.


	Second Quarter								First Six Months
	2025				2024				2025				2024
Revenue
Net sales	$	46,858			$	40,815			$	88,473			$	79,550
Franchise partner fees	20,150				18,149				37,289				35,907
Franchise royalties and fees	3,128				3,615				6,617				7,092
Other revenue	1,875				1,896				3,981				3,922
Total revenue	72,011				64,475				136,360				126,471

Restaurant cost of sales
Cost of food	14,167		30.2	%	12,357		30.3	%	26,631		30.1	%	23,331		29.3	%
Labor costs	14,020		29.9	%	12,992		31.8	%	27,460		31.0	%	25,536		32.1	%
Occupancy and other	11,852		25.3	%	11,537		28.3	%	23,706		26.8	%	22,440		28.2	%
Total cost of sales	40,039				36,886				77,797				71,307

Selling, general and administrative
General and administrative	12,776		17.7	%	13,016		20.2	%	24,704		18.1	%	24,746		19.6	%
Marketing	4,865		6.8	%	2,857		4.4	%	8,097		5.9	%	5,802		4.6	%
Other expenses (income)	(1,207)		(1.7)	%	(2,208)		(3.4)	%	(913)		(0.7)	%	(2,442)		(1.9)	%
Total selling, general and administrative	16,434		22.8	%	13,665		21.2	%	31,888		23.4	%	28,106		22.2	%

Impairments	1,251		1.7	%	—		—	%	1,251		0.9	%	107		0.1	%
Depreciation and amortization	6,612		9.2	%	6,810		10.6	%	13,102		9.6	%	13,645		10.8	%
Interest on finance leases and obligations	1,240				1,349				2,573				2,663

Earnings before income taxes	6,435				5,765				9,749				10,643

Income tax expense	1,880				1,521				3,005				2,926

Contribution to net earnings	$	4,555			$	4,244			$	6,744			$	7,717

Cost of food, labor costs, and occupancy and other costs are expressed as a percentage of net sales.

General and administrative, marketing, other expenses, impairments, and depreciation are expressed as a percentage of total revenue.

Net sales for the second quarter and first six months of 2025 were $46,858 and $88,473, respectively, representing an increase of $6,043 or 14.8% and $8,923 or 11.2%, compared to the second quarter and first six months of 2024, respectively. The increase in net sales was primarily due to an increase in Steak n Shake’s same-store sales of 10.7% during the second quarter of 2025.

For company-operated units, sales to the end customer are recorded as revenue generated by the Company, but for franchise partner units, only our share of the restaurant’s profits, along with certain fees, are recorded as revenue. Because we derive most of our revenue from our share of the profits, revenue will decline as we transition from company-operated units to franchise partner units.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Fees generated by our franchise partners were $20,150 during the second quarter of 2025, as compared to $18,149 during the second quarter of 2024. Franchise partner fees were $37,289 and $35,907 during the first six months of 2025 and 2024, respectively. Our share of franchise partner fees were higher despite fewer open units in 2025 compared to 2024. As of June 30, 2025 and June 30, 2024, there were 174 and 182 franchise partner units, respectively. Similar to company-operated units, the increase in franchise partner revenue is primarily due to an increase in revenue at the franchise partner units.

Included in franchise partner fees were $5,887 and $5,780 of rental income during the second quarter of 2025 and 2024, respectively, and $11,440 and $11,485 during the first six months of 2025 and 2024, respectively. Franchise partners rent buildings and equipment from Steak n Shake.

The franchise royalties and fees generated by the traditional franchising business were $3,128 during the second quarter of 2025, as compared to $3,615 during the second quarter of 2024. Franchise royalties and fees during the first six months of 2025 were $6,617 as compared to $7,092 during the first six months of 2024. There were 100 Steak n Shake traditional units open on June 30, 2025, as compared to 120 units open on June 30, 2024. The lower unit count was the primary reason for the decrease in franchise royalties and fees during 2025 compared to 2024.

The cost of food at company-operated units during the second quarter of 2025 was $14,167 or 30.2% of net sales, as compared to $12,357 or 30.3% of net sales during the second quarter of 2024. The cost of food at company-operated units during the first six months of 2025 was $26,631 or 30.1% of net sales, as compared to $23,331 or 29.3% of net sales during the first six months of 2024. The cost of food as a percentage of net sales was relatively flat during the second quarter of 2025 compared to 2024. The increase during the first six months of 2025 compared to 2024 was primarily due to improvements in the quality of various products.

The labor costs at company-operated restaurants during the second quarter of 2025 were $14,020 or 29.9% of net sales, as compared to $12,992 or 31.8% of net sales in the second quarter of 2024. Labor costs at company-operated restaurants during the first six months of 2025 were $27,460 or 31.0% of net sales, as compared to $25,536 or 32.1% of net sales in 2024. Labor costs expressed as a percentage of net sales decreased during 2025 compared to 2024 primarily due to a decrease in management labor.

General and administrative expenses during the second quarter of 2025 were $12,776 or 17.7% of total revenue, as compared to $13,016 or 20.2% of total revenue in the second quarter of 2024. General and administrative expenses during the first six months of 2025 were $24,704 or 18.1% of total revenue, as compared to $24,746 or 19.6% of total revenue in the first six months of 2024. General and administrative expenses decreased during 2025 compared to 2024 primarily due to a decrease in legal and professional fees.

Marketing expenses during the second quarter of 2025 were $4,865 or 6.8% of total revenue, as compared to $2,857 or 4.4% of total revenue in the second quarter of 2024. Marketing expenses during the first six months of 2025 were $8,097 or 5.9% of total revenue, as compared to $5,802 or 4.6% of total revenue in the first six months of 2024. Marketing expenses increased during 2025 compared to 2024 primarily due to promotions of new products and new methods of payments.

The Company recorded $1,251 of impairment charges in the second quarter of 2025 and $1,251 and $107 in the first six months of 2025 and 2024, respectively, related to underperforming stores.

Interest on obligations under leases was $2,573 during 2025 versus $2,663 during 2024.

Other income was $913 during 2025 versus $2,442 during 2024. During 2025, Steak n Shake sold one property for a gain of $1,100. During 2024, Western Sizzlin received a settlement of $450 and Steak n Shake sold three properties for a gain of $1,957.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

To better convey the performance of the franchise partnership model, the table below shows the underlying sales, cost of food, labor costs, and other restaurant costs of the franchise partners. We believe the franchise partner information is useful to readers, as they have a direct effect on Steak n Shake’s profitability.


	Second Quarter								First Six Months
	2025				2024				2025				2024
Revenue
Net sales and other	$	89,856			$	83,470			$	170,173			$	164,258

Restaurant cost of sales
Cost of food	$	26,719	29.7	%	$	24,840	29.8	%	$	50,138	29.5	%	$	48,010	29.2	%
Labor costs	23,256		25.9	%	22,305		26.7	%	44,746		26.3	%	44,070		26.8	%
Occupancy and other	17,937		20.0	%	17,163		20.6	%	34,602		20.3	%	33,941		20.7	%
Total cost of sales	$	67,912			$	64,308			$	129,486			$	126,021

The Company’s consolidated financial statements do not include data in the table above. Figures are shown for information purposes only.

Insurance

We view our insurance businesses as possessing two activities: underwriting and investing. Underwriting decisions are the responsibility of the unit managers, whereas investing decisions are the responsibility of our Chairman and CEO, Sardar Biglari. Our business units are operated under separate local management. Biglari Holdings’ insurance operations consist of First Guard, Southern Pioneer, and Biglari Reinsurance.

Underwriting results of our insurance operations are summarized below.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Underwriting gain attributable to:
First Guard	$	2,091	$	1,331	$	3,306	$	2,131
Southern Pioneer	(857)		(785)		(1,359)		(726)
Pre-tax underwriting gain	1,234		546		1,947		1,405
Income tax expense	259		115		409		295
Net underwriting gain	$	975	$	431	$	1,538	$	1,110

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Earnings of our insurance operations are summarized below.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Premiums written	$	17,403	$	16,848	$	36,425	$	33,375
Premiums earned	$	17,166	$	16,291	$	34,931	$	32,213

Insurance losses	11,672		10,962		23,677		21,840
Underwriting expenses	4,260		4,783		9,307		8,968
Pre-tax underwriting gain	1,234		546		1,947		1,405
Other income and expenses
Investment income	839		955		1,676		1,870
Other income (expenses)	(280)		349		(293)		821
Total other income	559		1,304		1,383		2,691
Earnings before income taxes	1,793		1,850		3,330		4,096
Income tax expense	394		396		730		904
Contribution to net earnings	$	1,399	$	1,454	$	2,600	$	3,192

Insurance premiums and other on the consolidated statement of earnings includes premiums earned, investment income, other income, and commissions.

First Guard

First Guard is a direct underwriter of commercial truck insurance, primarily selling physical damage and nontrucking liability insurance to truckers. First Guard’s insurance products are marketed primarily through direct response methods via the Internet or by telephone. First Guard’s cost-efficient direct response marketing methods enable it to be a low-cost insurer. A summary of First Guard’s underwriting results follows.


	Second Quarter								First Six Months
	2025				2024				2025				2024
	Amount		%		Amount		%		Amount		%		Amount		%
Premiums written	$	9,098			$	9,494			$	18,307			$	18,804
Premiums earned	$	9,098	100.0	%	$	9,494	100.0	%	$	18,307	100.0	%	$	18,804	100.0	%

Insurance losses	4,624		50.8	%	6,161		64.9	%	10,906		59.6	%	12,936		68.8	%
Underwriting expenses	2,383		26.2	%	2,002		21.1	%	4,095		22.4	%	3,737		19.9	%
Total losses and expenses	7,007		77.0	%	8,163		86.0	%	15,001		82.0	%	16,673		88.7	%
Pre-tax underwriting gain	$	2,091			$	1,331			$	3,306			$	2,131

First Guard produced an underwriting gain in the second quarter and first six months of 2025. Its underwriting gain increased $1,175 in the first six months of 2025 compared to 2024. It is the nature of the insurance industry to experience volatility in underwriting performance.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Southern Pioneer

Southern Pioneer underwrites garage liability and commercial property insurance, as well as homeowners and dwelling fire insurance. A summary of Southern Pioneer’s underwriting results follows.


	Second Quarter								First Six Months
	2025				2024				2025				2024
	Amount		%		Amount		%		Amount		%		Amount		%
Premiums written	$	8,305			$	7,354			$	18,118			$	14,571
Premiums earned	$	8,068	100.0	%	$	6,797	100.0	%	$	16,624	100.0	%	$	13,409	100.0	%

Insurance losses	7,048		87.4	%	4,801		70.6	%	12,771		76.8	%	8,904		66.4	%
Underwriting expenses	1,877		23.3	%	2,781		40.9	%	5,212		31.4	%	5,231		39.0	%
Total losses and expenses	8,925		110.7	%	7,582		111.5	%	17,983		108.2	%	14,135		105.4	%
Pre-tax underwriting gain (loss)	$	(857)			$	(785)			$	(1,359)			$	(726)

Premiums earned increased $3,215 or 24.0% in the first six months of 2025 compared to 2024, primarily because of rate increases in its personal lines, e.g. homeowners insurance.

A summary of net investment income attributable to our insurance operations follows.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Interest, dividends and other investment income:
First Guard	$	424	$	533	$	850	$	1,103
Southern Pioneer	402		422		791		767
Biglari Reinsurance	13		—		35		—
Pre-tax investment income	839		955		1,676		1,870
Income tax expense	176		201		352		393
Net investment income	$	663	$	754	$	1,324	$	1,477

We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Oil and Gas

A summary of revenues and earnings of our oil and gas operations follows.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Oil and gas revenues	$	7,498	$	8,671	$	17,428	$	18,181

Oil and gas production costs	2,880		4,282		6,926		8,781
Depreciation, depletion and accretion	3,111		1,878		6,367		4,670
General and administrative expenses	1,184		1,325		2,487		2,559
Total cost and expenses	7,175		7,485		15,780		16,010

Gain on sale of properties	794		16,165		10,117		16,646

Earnings before income taxes	1,117		17,351		11,765		18,817
Income tax expense	268		3,982		2,618		4,299
Contribution to net earnings	$	849	$	13,369	$	9,147	$	14,518

Our oil and gas business is highly dependent on oil and natural gas prices. We did not record any impairments to our oil and gas assets during 2025. However, we may be required to record impairments of our oil and gas properties resulting from prolonged declines in oil and gas prices. It is expected that the prices of oil and gas commodities will remain volatile, which will be reflected in our financial results.

Abraxas Petroleum

Abraxas Petroleum operates oil and gas properties in the Permian Basin. Earnings for Abraxas Petroleum are summarized below.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Oil and gas revenues	$	4,161	$	4,992	$	10,051	$	10,860

Oil and gas production costs	2,095		2,266		4,541		5,085
Depreciation, depletion and accretion	1,777		781		3,710		2,328
General and administrative expenses	716		696		1,365		1,292
Total cost and expenses	4,588		3,743		9,616		8,705

Gain on sale of properties	794		16,165		10,117		16,646

Earnings before income taxes	367		17,414		10,552		18,801
Income tax expense	88		4,013		2,468		4,332
Contribution to net earnings	$	279	$	13,401	$	8,084	$	14,469

Abraxas Petroleum’s revenue remained consistent during the first six months of 2025 compared to 2024. Depletion increased in the first six months of 2025 compared to 2024 due to an increase in the depletion rate.

During the first six months of 2025, Abraxas Petroleum recorded a gain of $10,117 from selling undeveloped reserves to an unaffiliated party to conduct development activities; however, Abraxas Petroleum will not be required to fund any exploration expenditures on the undeveloped properties.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Southern Oil

Southern Oil primarily operates oil and natural gas properties offshore in Louisiana state waters. Earnings for Southern Oil are summarized below.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Oil and gas revenues	$	3,337	$	3,679	$	7,377	$	7,321

Oil and gas production costs	785		2,016		2,385		3,696
Depreciation, depletion and accretion	1,334		1,097		2,657		2,342
General and administrative expenses	468		629		1,122		1,267
Total cost and expenses	2,587		3,742		6,164		7,305

Earnings (loss) before income taxes	750		(63)		1,213		16
Income tax expense (benefit)	180		(31)		150		(33)
Contribution to net earnings	$	570	$	(32)	$	1,063	$	49

Southern Oil’s revenue remained consistent during the first six months of 2025 compared to 2024. Southern Oil repaired several nonperforming wells throughout 2024 which has increased production during 2025. However, the sales prices of crude oil were lower during 2025 compared to the same period of 2024 which offset any increase in revenue from Southern Oil’s production increases.

Brand Licensing

Maxim’s business lies principally in licensing and media. Earnings of operations are summarized below.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Licensing and media revenue	$	2,287	$	301	$	3,694	$	513

Licensing and media costs	2,421		523		4,072		1,026
Depreciation and amortization	100		—		170		—
General and administrative expenses	33		33		76		96
Earnings (loss) before income taxes	(267)		(255)		(624)		(609)
Income tax expense (benefit)	(69)		(62)		(159)		(151)
Contribution to net earnings (loss)	$	(198)	$	(193)	$	(465)	$	(458)

Maxim’s revenue increased during the first half of 2025 as compared to the same period in 2024 due to the launch of various new digital contests.

Investment Gains and Investment Partnership Gains

Investment gains net of tax for the second quarter of 2025 were $2,318 as compared to investment losses net of tax for the second quarter of 2024 of $2,159. Investment gains net of tax for the first six months of 2025 were $1,030 as compared to investment losses net of tax for the first six months of 2024 of $827. Dividends earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Earnings (loss) from our investments in partnerships are summarized below.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Investment partnership gains (losses)	$	58,504	$	(79,890)	$	8,912	$	(57,905)
Tax expense (benefit)	12,310		(19,142)		2,144		(14,305)
Contribution to net earnings	$	46,194	$	(60,748)	$	6,768	$	(43,600)

Investment partnership gains include gains/losses from changes in market values of underlying investments and dividends earned by the partnerships. Dividend income has a lower effective tax rate than income from capital gains. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings.

The investment partnerships hold the Company’s common stock as investments. The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding. Gains and losses on Company common stock included in the earnings of the partnerships are eliminated in the Company’s consolidated financial results.

Investment gains and losses in 2025 and 2024 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment and derivative gains/losses are generally meaningless for analytical purposes in understanding our quarterly and annual results.

Interest Expense

The Company’s interest expense is summarized below.


	Second Quarter				First Six Months
	2025		2024		2025		2024
Interest expense on notes payable	$	852	$	42	$	1,752	$	42
Tax benefit	196		10		403		10
Interest expense net of tax	$	656	$	32	$	1,349	$	32

Corporate and Other

Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Corporate and other net losses during the second quarter and first six months of 2025 were $3,530 and $6,819, respectively, compared to $3,125 and $5,121 in the second quarter and first six months of 2024, respectively.

Income Taxes

Income tax expense for the second quarter of 2025 was $14,171 compared to income tax benefit of $14,725 for the second quarter of 2024. Income tax expense for the first six months of 2025 was $6,263 compared to income tax benefit of $7,909 for the first six months of 2024. The variance in income taxes between 2025 and 2024 is attributable to taxes on income generated by the investment partnerships. Investment partnership pre-tax gains were $58,504 during the second quarter of 2025 compared to pre-tax losses of $79,890 during the second quarter of 2024. Investment partnership pre-tax gains were $8,912 during the first six months of 2025 compared to pre-tax losses of $57,905 during the first six months of 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Financial Condition

Consolidated cash and investments are summarized below.


	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	32,766	$	30,709
Investments	104,541		102,975
Fair value of interest in investment partnerships	719,846		656,266
Total cash and investments	857,153		789,950
Less: portion of Company stock held by investment partnerships	(516,953)		(454,539)
Carrying value of cash and investments on balance sheet	$	340,200	$	335,411

Unrealized gains/losses of Biglari Holdings’ stock held by the investment partnerships are eliminated in the Company’s consolidated financial results.

Liquidity

Our balance sheet continues to maintain significant liquidity. Consolidated cash flow activities are summarized below.


	First Six Months
	2025		2024
Net cash provided by operating activities	$	57,942	$	20,910
Net cash used in investing activities	(27,161)		(19,586)
Net cash used in financing activities	(28,778)		(2,691)
Effect of exchange rate changes on cash	42		(7)
Decrease in cash, cash equivalents and restricted cash	$	2,045	$	(1,374)

In 2025, cash from operating activities increased by $37,032 as compared to 2024. The change was primarily attributable to $35,000 of distributions from investment partnerships during 2025.

Cash used in investing activities increased during 2025 by $7,575 as compared to 2024 primarily due to a reduction in proceeds from the sale of property and equipment.

Cash used in financing activities increased during 2025 by $26,087 as compared to 2024 primarily due to payments on the Company’s line of credit in 2025.

Biglari Holdings Lines of Credit

Biglari Holdings’ line of credit was amended on September 13, 2024, and the available line of credit was increased to $35,000. The line of credit matures on September 13, 2026. The line of credit includes customary covenants, as well as financial maintenance covenants. As of June 30, 2025, we were in compliance with all covenants. The balance on the line of credit was $19,000 and $35,000 on June 30, 2025 and December 31, 2024, respectively.

On November 8, 2024, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $75,000. The line of credit will be available on a revolving basis until November 7, 2027. The line of credit includes customary covenants as well as financial maintenance covenants. As of June 30, 2025, we were in compliance with all covenants. The balance on the line of credit was $10,000 on December 31, 2024. As of June 30, 2025, Biglari Holdings had no debt outstanding on its line of credit.

Western Sizzlin Revolver

Western Sizzlin’s available line of credit is $500. As of June 30, 2025 and December 31, 2024, Western Sizzlin had no debt outstanding on its revolver.

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Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain accounting policies require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized in our consolidated financial statements from such estimates are necessarily based on numerous assumptions involving varying and potentially significant degrees of judgment and uncertainty. Accordingly, the amounts currently reflected in our consolidated financial statements will likely increase or decrease in the future as additional information becomes available. There have been no material changes to critical accounting policies previously disclosed in our annual report on Form 10-K for the year ended December 31, 2024.

Recently Issued Accounting Pronouncements

No recently issued accounting pronouncements were applicable for this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements include estimates of future revenues, cash flows, capital expenditures, or other financial items, and assumptions underlying any of the foregoing. Forward-looking statements reflect management’s current expectations regarding future events and use words such as “anticipate,” “believe,” “expect,” “may,” and other similar terminology. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Investors should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. These forward-looking statements are all based on currently available operating, financial, and competitive information and are subject to various risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, many beyond our control, including, but not limited to, the risks and uncertainties described in Item 1A, Risk Factors of our annual report on Form 10-K and Item 1A of this report. We undertake no obligation to publicly update or revise them, except as may be required by law.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of our Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our Chief Executive Officer and Principal Financial Officer have concluded that, as of June 30, 2025 our disclosure controls and procedures were not effective, due to material weaknesses in our internal control over financial reporting previously identified in Part II, Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2024.

Management's Remediation Efforts

Our remediation efforts previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 to address the material weaknesses mentioned are ongoing as we continue to implement and document policies, procedures, and internal controls. While we believe the steps taken to date and those planned for future implementation will improve the effectiveness of our internal control over financial reporting, we have not completed all remediation efforts. The material weaknesses cannot be considered remediated until applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information in response to this Item is included in Note 13 to the Consolidated Financial Statements included in Part 1, Item 1 of this Form 10-Q and is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors as previously disclosed in Item 1A to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit Number						Description

31.01*						Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02*						Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01*						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						Interactive Data Files.

104						Cover page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

_________________


*			Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Biglari Holdings Inc.

Date: August 8, 2025	By:	/s/ BRUCE LEWIS
		Bruce Lewis
		Controller

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Chairman and CEO Biglari, Sardar bought $852,732 worth of shares (682 units at $1,250.34) and bought $646,085 worth of Class B common stock (2,589 units at $249.55) (SEC Form 4)

Chairman and CEO Biglari, Sardar bought $480,175 worth of shares (408 units at $1,176.90) and bought $250,621 worth of Class B common stock (1,070 units at $234.23) (SEC Form 4)

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Chairman and CEO Biglari, Sardar bought $495,094 worth of Class B common stock (2,167 units at $228.47) (SEC Form 4)

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