Biglari Holdings Inc. (BH)

CIK: 0001726173. SIC: 5812 Retail-Eating Places. Latest 10-K as of: 2026-03-02.

SIC breadcrumb: Retail Trade > Eating And Drinking Places > SIC 5812 Retail-Eating Places

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1726173. Latest filing source: 0001628280-26-012987.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001726173.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001726173.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-032880.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

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

(dollars in thousands)

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.

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.

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

First Quarter

2026

2025

Operating businesses:

Restaurant

$

2,038 

$

2,189 

Insurance

2,885 

1,201 

Oil and gas

907 

8,298 

Brand licensing

116 

(267)

Interest expense

(4,281)

(693)

Corporate and other

(4,548)

(3,289)

Total operating businesses

(2,883)

7,439 

Investment partnership gains (losses)

(10,251)

(39,426)

Investment gains (losses)

(1,397)

(1,288)

Net earnings (loss)

$

(14,531)

$

(33,275)

Restaurants

Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 437 company-operated and franchise restaurants as of March 31, 2026.

Steak n Shake

Western Sizzlin

Company-

operated

Franchise

Partner

Traditional

Franchise

Company-

operated

Franchise

Total

Total stores as of December 31, 2025

131 

179 

94 

3 

28 

435 

Corporate stores transitioned

(3)

3 

— 

— 

— 

— 

Net restaurants opened (closed)

— 

2 

— 

— 

2 

Total stores as of March 31, 2026

128 

182 

96 

3 

28 

437 

Total stores as of December 31, 2024

146 

173 

107 

3 

29 

458 

Corporate stores transitioned

— 

— 

— 

— 

— 

— 

Net restaurants opened (closed)

— 

(1)

(3)

— 

— 

(4)

Total stores as of March 31, 2025

146 

172 

104 

3 

29 

454 

As of March 31, 2026, seven of the 128 company-operated Steak n Shake stores were closed. Of the seven locations, Steak n Shake plans to reopen two locations and sell or lease five locations.

20

Table of Contents

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

Restaurant operations are summarized below.

First Quarter

2026

2025

Revenue

Net sales

$

40,347 

$

41,615 

Franchise partner fees

20,541 

17,139 

Franchise royalties and fees

3,126 

3,489 

Other revenue

2,132 

2,106 

Total revenue

66,146 

64,349 

Restaurant cost of sales

Cost of food

12,665 

31.4 

%

12,464 

30.0 

%

Labor costs

12,858 

31.9 

%

13,439 

32.3 

%

Occupancy and other

11,942 

29.6 

%

11,855 

28.5 

%

Total cost of sales

37,465 

37,758 

Selling, general and administrative

General and administrative

11,836 

17.9 

%

11,928 

18.5 

%

Marketing

5,427 

8.2 

%

3,232 

5.0 

%

Other expenses (income)

155 

0.2 

%

294 

0.5 

%

Total selling, general and administrative

17,418 

26.3 

%

15,454 

24.0 

%

Depreciation and amortization

7,030 

10.6 

%

6,490 

10.1 

%

Interest on finance leases and obligations

1,357 

1,333 

Earnings before income taxes

2,876 

3,314 

Income tax expense

838 

1,125 

Contribution to net earnings

$

2,038 

$

2,189 

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

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

Net sales for the first quarter of 2026 were $40,347 as compared to $41,615 during the first quarter of 2025. Steak n Shake’s domestic same-store sales increased 10.0%. Total revenue decreased due to fewer company-operated units in 2026 compared to 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.

Fees generated by our franchise partners were $20,541 during the first quarter of 2026, as compared to $17,139 during the first quarter of 2025. Franchise partner same-store sales increased approximately 13%.

The franchise royalties and fees generated by the traditional franchising business were $3,126 during the first quarter of 2026, as compared to $3,489 during the first quarter of 2025. There were 96 Steak n Shake traditional units open on March 31, 2026, as compared to 104 units open on March 31, 2025.

21

Table of Contents

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

The cost of food at company-operated units during the first quarter of 2026 was $12,665 or 31.4% of net sales, as compared to $12,464 or 30.0% of net sales during the first quarter of 2025. The increase was primarily due to Steak n Shake changing its frying oil to 100% beef tallow.

The labor costs at company-operated restaurants during the first quarter of 2026 were $12,858 or 31.9% of net sales, as compared to $13,439 or 32.3% of net sales during the first quarter of 2025. The decrease as a percentage of net sales was primarily due to a decrease in management labor costs.

General and administrative expenses during the first quarter of 2026 were $11,836 or 17.9% of total revenue, as compared to $11,928 or 18.5% of total revenue during the first quarter of 2025. General and administrative expenses in 2026 remained consistent with 2025.

Interest on obligations under leases was $1,357 during the first quarter of 2026 versus $1,333 during the first quarter of 2025.

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 unaudited franchise partner information is useful to readers, as they have a direct effect on Steak n Shake’s profitability.

First Quarter

2026

2025

Revenue

Net sales and other

$

96,024 

$

80,317 

Restaurant cost of sales

Cost of food

$

29,376 

30.6 

%

$

23,419 

29.2 

%

Labor costs

24,651 

25.7 

%

21,490 

26.8 

%

Occupancy and other

20,188 

21.0 

%

16,665 

20.7 

%

Total cost of sales

$

74,215 

$

61,574 

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

22

Table of Contents

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

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.

First Quarter

2026

2025

Underwriting gain attributable to:

First Guard

$

1,571 

$

1,215 

Southern Pioneer

1,312 

(502)

Other

96 

— 

Pre-tax underwriting gain

2,979 

713 

Income tax expense

626 

150 

Net underwriting gain

$

2,353 

$

563 

Earnings of our insurance operations are summarized below.

First Quarter

2026

2025

Premiums written

$

18,508 

$

19,022 

Premiums earned

$

17,801 

$

17,765 

Insurance losses

9,956 

12,005 

Underwriting expenses

4,866 

5,047 

Pre-tax underwriting gain

2,979 

713 

Other income and expenses

Investment income

651 

837 

Other income and expenses

(389)

(13)

Total other income

262 

824 

Earnings before income taxes

3,241 

1,537 

Income tax expense

356 

336 

Contribution to net earnings

$

2,885 

$

1,201 

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

23

Table of Contents

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

First Guard

First Guard is a direct underwriter of commercial truck insurance, 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.

First Quarter

2026

2025

Amount

%

Amount

%

Premiums written

$

9,046 

$

9,209 

Premiums earned

$

9,046 

100.0 

%

$

9,209 

100.0 

%

Insurance losses

5,907 

65.3 

%

6,282 

68.2 

%

Underwriting expenses

1,568 

17.3 

%

1,712 

18.6 

%

Total losses and expenses

7,475 

82.6 

%

7,994 

86.8 

%

Pre-tax underwriting gain

$

1,571 

$

1,215 

First Guard produced an underwriting gain in 2026 of $1,571, representing an increase of $356, or 29.3% compared to 2025.

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.

First Quarter

2026

2025

Amount

%

Amount

%

Premiums written

$

9,462 

$

9,813 

Premiums earned

$

8,755 

100.0 

%

$

8,556 

100.0 

%

Insurance losses

4,049 

46.2 

%

5,723 

66.9 

%

Underwriting expenses

3,394 

38.8 

%

3,335 

39.0 

%

Total losses and expenses

7,443 

85.0 

%

9,058 

105.9 

%

Pre-tax underwriting gain (loss)

$

1,312 

$

(502)

Southern Pioneer produced an underwriting gain in 2026 of $1,312, representing an increase of $1,814 compared to 2025.

24

Table of Contents

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

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

First Quarter

2026

2025

Interest, dividends and other investment income:

First Guard

$

332 

$

426 

Southern Pioneer

315 

389 

Biglari Reinsurance

4 

22 

Pre-tax investment income

651 

837 

Income tax expense

137 

176 

Net investment income

$

514 

$

661 

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.

Oil and Gas

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

First Quarter

2026

2025

Oil and gas revenues

$

9,136 

$

9,930 

Oil and gas production costs

3,924 

4,046 

Depreciation, depletion and accretion

2,874 

3,256 

General and administrative expenses

1,325 

1,303 

Total cost and expenses

8,123 

8,605 

Gain on sale of properties

— 

9,323 

Earnings before income taxes

1,013 

10,648 

Income tax expense

106 

2,350 

Contribution to net earnings

$

907 

$

8,298 

Our oil and gas business is highly dependent on oil and natural gas prices. It is expected that the prices of oil and gas commodities will remain volatile, which will be reflected in our financial results.

25

Table of Contents

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

Abraxas Petroleum

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

First Quarter

2026

2025

Oil and gas revenues

$

6,126 

$

5,890 

Oil and gas production costs

2,734 

2,446 

Depreciation, depletion and accretion

1,299 

1,933 

General and admin

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-02. Report date: 2025-12-31.

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

(dollars in thousands, except per-share data)

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.

Discussion of Operations

Net earnings attributable to Biglari Holdings Inc. shareholders are disaggregated in the table that follows.

2025

2024

2023

Operating businesses:

Restaurant

$

16,377 

$

15,470 

$

21,831 

Insurance

10,476 

7,169 

10,262 

Oil and gas

10,908 

15,458 

25,406 

Brand licensing

(1,442)

(884)

8 

Interest expense

(6,166)

(589)

(531)

Corporate and other

(16,000)

(12,503)

(17,814)

Total operating businesses

14,153 

24,121 

39,162 

Investment partnership gains (losses)

(51,996)

(28,119)

14,646 

Investment gains

355 

239 

1,731 

Net earnings (loss)

(37,488)

(3,759)

55,539 

Earnings (loss) attributable to noncontrolling interest

— 

— 

591 

Net earnings (loss) attributable to Biglari Holdings Inc. shareholders

$

(37,488)

$

(3,759)

$

54,948 

The following discussion should be read in conjunction with Item 1, Business and our Consolidated Financial Statements and the notes thereto included in this Form 10-K. The following discussion should also be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements” and the risks and uncertainties described in Item 1A, Risk Factors, set forth above.

Our Management’s Discussion and Analysis generally discusses 2025 and 2024 items. Discussions of 2023 items can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 1, 2025.

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 gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly and annual results. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings.

Through our subsidiaries, we engage in numerous diverse business activities. We operate on a decentralized management structure. The business segment data (Note 16 to the accompanying Consolidated Financial Statements) should be read in conjunction with this discussion.

12

Table of Contents

Management’s Discussion and Analysis (continued)

Restaurants

Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 435 company-operated and franchise restaurants as of December 31, 2025.

Steak n Shake

Western Sizzlin

Company-

operated

Franchise

Partner

Traditional

Franchise

Company-

operated

Franchise

Total

Stores on December 31, 2022

177 

175 

154 

3 

36 

545 

Corporate stores transitioned

(6)

7 

(1)

— 

— 

— 

Net restaurants opened (closed)

(23)

(1)

(25)

— 

(4)

(53)

Stores on December 31, 2023

148 

181 

128 

3 

32 

492 

Corporate stores transitioned

9 

(8)

(1)

— 

— 

— 

Net restaurants opened (closed)

(11)

— 

(20)

— 

(3)

(34)

Stores on December 31, 2024

146 

173 

107 

3 

29 

458 

Corporate stores transitioned

(7)

7 

— 

— 

— 

— 

Net restaurants opened (closed)

(8)

(1)

(13)

— 

(1)

(23)

Stores on December 31, 2025

131 

179 

94 

3 

28 

435 

As of December 31, 2025, seven of the 131 company-operated Steak n Shake stores were closed. Of the seven locations, Steak n Shake plans to reopen two locations and sell or lease five locations.

13

Table of Contents

Management’s Discussion and Analysis (continued)

Restaurant operations for 2025, 2024, and 2023 are summarized below.

2025

2024

2023

Revenue

Net sales

$

181,884 

$

159,213 

$

152,545 

Franchise partner fees

77,001 

70,616 

72,552 

Franchise royalties and fees

13,587 

13,632 

16,443 

Other revenue

8,398 

7,986 

9,317 

Total revenue

280,870 

251,447 

250,857 

Restaurant cost of sales

Cost of food

56,205 

30.9 

%

47,891 

30.1 

%

44,993 

29.5 

%

Labor costs

56,175 

30.9 

%

50,431 

31.7 

%

47,090 

30.9 

%

Occupancy and other

48,941 

26.9 

%

45,127 

28.3 

%

45,903 

30.1 

%

Total cost of sales

161,321 

143,449 

137,986 

Selling, general and administrative

General and administrative

48,969 

17.4 

%

47,130 

18.7 

%

44,120 

17.6 

%

Marketing

17,951 

6.4 

%

12,584 

5.0 

%

12,631 

5.0 

%

Other expenses (income)

(3,944)

(1.4)

%

(5,800)

(2.3)

%

(7,935)

(3.2)

%

Total selling, general and administrative

62,976 

53,914 

48,816 

Impairments

1,251 

0.4 

%

107 

— 

%

3,947 

1.6 

%

Depreciation and amortization

26,759 

9.5 

%

27,002 

10.7 

%

27,031 

10.8 

%

Interest on finance leases and obligations

5,421 

5,361 

5,114 

Earnings before income taxes

23,142 

21,614 

27,963 

Income tax expense

6,765 

6,144 

6,132 

Contribution to net earnings

$

16,377 

$

15,470 

$

21,831 

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

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

Net sales for 2025 were $181,884, representing an increase of $22,671, or 14.2% compared to 2024. The increase in net sales was primarily due to an increase of 10.5% in Steak n Shake’s same-store sales for company-operated units. The same-store sales performance was 10.2% for company-operated and franchise partner units combined.

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.

14

Table of Contents

Management’s Discussion and Analysis (continued)

Fees generated by our franchise partners were $77,001 in 2025 as compared to $70,616 during 2024. As of December 31, 2025, there were 179 franchise partner units as compared to 173 franchise partner units as of December 31, 2024. Franchise partner fees were higher primarily because franchise partner same-store sales increased 10.1% during 2025 compared to 2024.

Included in the franchise partner fees were $23,428 and $22,884 of rental income during 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 $13,587 during 2025 as compared to $13,632 during 2024. The decrease in franchise royalties and fees was primarily due to the closing of certain traditional franchise stores. There were 122 traditional units open on December 31, 2025, as compared to 136 units open on December 31, 2024.

The cost of food at company-operated units in 2025 was $56,205, or 30.9% of net sales as compared to $47,891, or 30.1% of net sales in 2024. The cost of food as a percentage of net sales increased during 2025 compared to 2024 primarily due to inflation and improvements in the quality of various products.

The labor costs at company-operated restaurants during 2025 were $56,175, or 30.9% of net sales as compared to $50,431, or 31.7% of net sales in 2024. Labor costs expressed as a percentage of net sales decreased during 2025 compared to 2024 primarily due to the benefit from higher sales in relation to fixed management labor.

General and administrative expenses during 2025 were $48,969, or 17.4% of total revenue as compared to $47,130, or 18.7% of total revenue during 2024. The increase in general and administrative expenses was mainly attributable to higher salary expenses at Steak n Shake.

Marketing expenses during 2025 were $17,951 or 6.4% of total revenue, as compared to $12,584 or 5.0% of total revenue during 2024. Marketing expenses increased during 2025 compared to 2024 primarily due to the promotion of new, enhanced products.

Other income decreased during 2025 compared to 2024, primarily because of fewer real estate transactions.

Interest on obligations under leases was $5,421 during 2025 versus $5,361 during 2024.

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 it has a direct effect on Steak n Shake’s profitability.

2025

2024

Revenue

Net sales and other

$

359,046 

$

326,736 

Restaurant cost of sales

Cost of food

$

108,259 

30.2 

%

$

96,550 

29.5 

%

Labor costs

93,823 

26.1 

%

88,009 

26.9 

%

Occupancy and other

72,193 

20.1 

%

68,061 

20.8 

%

Total cost of sales

$

274,275 

$

252,620 

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

15

Table of Contents

Management’s Discussion and Analysis (continued)

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.

2025

2024

2023

Underwriting gain (loss) attributable to:

First Guard

$

6,015 

$

4,038 

$

9,492 

Southern Pioneer

1,195 

400 

(1,038)

Pre-tax underwriting gain

7,210 

4,438 

8,454 

Income tax expense

1,514 

932 

1,775 

Net underwriting gain

$

5,696 

$

3,506 

$

6,679 

Earnings of our insurance operations are summarized below.

2025

2024

2023

Premiums written

$

71,041 

$

68,394 

$

63,064 

Premiums earned

$

70,147 

$

65,809 

$

61,225 

Insurance losses

43,142 

43,643 

35,668 

Underwriting expenses

19,795 

17,728 

17,103 

Pre-tax underwriting gain

7,210 

4,438 

8,454 

Investment income and other income and expenses

Investment income

3,339 

3,928 

3,074 

Other income and expenses

2,167 

724 

1,555 

Total investment income and other income and expenses

5,506 

4,652 

4,629 

Earnings before income taxes

12,716 

9,090 

13,083 

Income tax expense

2,240 

1,921 

2,821 

Contribution to net earnings

$

10,476 

$

7,169 

$

10,262 

Insurance premiums and other on the consolidated statement of earnings includes premiums earned, investment income, other income, and commissions. Commissions are in other income and expenses in the above table.

16

Table of Contents

Management’s Discussion and Analysis (continued)

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.

2025

2024

2023

 Amount

 %

 Amount

 %

 Amount

 %

Premiums written

$

36,674 

$

37,691 

$

36,917 

Premiums earned

$

36,674 

100.0 

%

$

37,691 

100.0 

%

$

36,917 

100.0 

%

Insurance losses

23,028 

62.8 

%

27,236 

72.3 

%

20,861 

56.5 

%

Underwriting expenses

7,631 

20.8 

%

6,417 

17.0 

%

6,564 

17.8 

%

Total losses and expenses

30,659 

83.6 

%

33,653 

89.3 

%

27,425 

74.3 

%

Pre-tax underwriting gain

$

6,015 

$

4,038 

$

9,492 

First Guard produced an underwriting gain in 2025 of $6,015, representing an increase of $1,977, or 49.0% compared to 2024.

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.

2025

2024

2023

Amount

%

 Amount

 %

Amount

%

Premiums written

$

34,367 

$

30,703 

$

26,147 

Premiums earned

$

33,473 

100.0 

%

$

28,118 

100.0 

%

$

24,308 

100.0 

%

Insurance losses

20,114 

60.1 

%

16,407 

58.4 

%

14,807 

60.9 

%

Underwriting expenses

12,164 

36.3 

%

11,311 

40.2 

%

10,539 

43.4 

%

Total losses and expenses

32,278 

96.4 

%

27,718 

98.6 

%

25,346 

104.3 

%

Pre-tax underwriting gain (loss)

$

1,195 

$

400 

$

(1,038)

Premiums earned increased $5,355, or 19.0% in 2025 compared to 2024, primarily because of higher average earned premium per policy. The loss ratio increased from higher claims frequencies, average claims severities, and adverse development of prior accident years’ claims.

17

Table of Contents

Management’s Discussion and Analysis (continued)

Insurance – Investment Income

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

2025

2024

2023

Interest, dividends, and other investment income:

First Guard

$

1,630 

$

1,976 

$

1,873 

Southern Pioneer

1,675 

1,895 

1,201 

Biglari Reinsurance

34 

57 

— 

Pre-tax investment income

3,339 

3,928 

3,074 

Income tax expense

701 

825 

646 

Net investment income

$

2,638 

$

3,103 

$

2,428 

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.

Oil and Gas

A summary of revenue and earnings of oil and gas operations follows.

2025

2024

2023

Oil and gas revenue

$

30,211 

$

36,945 

$

45,071 

Oil and gas production costs

12,548 

16,636 

17,365 

Depreciation, depletion, and accretion

11,674 

11,102 

10,339 

General and administrative expenses

4,968 

6,135 

5,164 

Total cost and expenses

29,190 

33,873 

32,868 

Gain on sale of properties

11,877 

16,700 

13,563 

Earnings before income taxes

12,898 

19,772 

25,766 

Income tax expense

1,990 

4,314 

360 

Contribution to net earnings

$

10,908 

$

15,458 

$

25,406 

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, 2024, or 2023. 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.

18

Table of Contents

Management’s Discussion and Analysis (continued)

Abraxas Petroleum

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

2025

2024

2023

Oil and gas revenue

$

16,998 

$

22,590 

$

27,576 

Oil and gas production costs

8,839 

9,517 

9,605 

Depreciation, depletion, and accretion

6,011 

6,202 

6,359 

General and administrative expenses

2,889 

3,718 

2,765 

Total cost and expenses

17,739 

19,437 

18,729 

Gain on sale of properties

11,877 

16,700 

13,563 

Earnings before income taxes

11,136 

19,853 

22,410 

Income tax expense (benefit)

1,834 

4,361 

(384)

Contribution to net earnings

$

9,302 

$

15,492 

$

22,794 

Abraxas Petroleum’s revenue decreased $5,592, or 24.8% during 2025 compared to 2024. The revenue decline was primarily due to lower crude oil prices.

During 2025, Abraxas Petroleum recorded a gain of $11,877 as a result of selling undeveloped reserves to an unaffiliated party whose aim is to conduct development activities; however, Abraxas Petroleum will not be required to fund any exploration expenditures on its undeveloped properties. During 2024 and 2023, Abraxas Petroleum entered into similar royalty-based arrangements on its undeveloped properties.

Southern Oil

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

2025

2024

2023

Oil and gas revenue

$

13,213 

$

14,355 

$

17,495 

Oil and gas production costs

3,709 

7,119 

7,760 

Depreciation, depletion, and accretion

5,663 

4,900 

3,980 

General and administrative expenses

2,079 

2,417 

2,399 

Total cost and expenses

11,451 

14,436 

14,139 

Earnings (loss) before income taxes

1,762 

(81)

3,356 

Income tax expense (benefit)

156 

(47)

744 

Contribution to net earnings

$

1,606 

$

(34)

$

2,612 

Southern Oil’s revenue decreased $1,142, or 8.0% during 2025 compared to 2024. Southern Oil repaired several nonperforming wells throughout 2024, which increased production during 2025. However, the lower sales prices of crude oil during 2025 compared to 2024 resulted in a $1,909 decrease in revenue.

19

Table of Contents

Management’s Discussion and Analysis (continued)

Brand Licensing

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

2025

2024

2023

Licensing and media revenue

$

7,717 

$

1,029 

$

2,118 

Licensing and media cost

9,040 

2,036 

1,840 

General and administrative expenses

598 

173 

267 

Earnings (loss) before income taxes

(1,921)

(1,180)

11 

Income tax expense (benefit)

(479)

(296)

3 

Contribution to net earnings

$

(1,442)

$

(884)

$

8 

Maxim’s revenue increased during 2025 as compared to 2024 due to a new venture in the digital contest business, which increased the loss for the year.

Investment Gains and Investment Partnership Gains

Investment gains net of tax were $355 in 2025 as compared to $239 in 2024. 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.

Earnings from our investments in partnerships are summarized below.

2025

2024

2023

Investment partnership gains (losses)

$

(67,001)

$

(41,058)

$

19,440 

Tax expense (benefit)

(15,005)

(12,939)

4,794 

Contribution to net earnings

$

(51,996)

$

(28,119)

$

14,646 

Investment partnership gains include gains/losses from changes in the 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 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 gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly or annual results.

20

Table of Contents

Management’s Discussion and Analysis (continued)

Interest Expense

The Company’s interest expense is summarized below.

2025

2024

2023

Interest expense on notes payable and other borrowings

$

(8,221)

$

(771)

$

(681)

Tax benefit

(2,055)

(182)

(150)

Interest expense net of tax

$

(6,166)

$

(589)

$

(531)

The increase in interest expense is due to interest on Steak n Shake’s note payable obtained on September 30, 2025. The outstanding balance on Steak n Shake’s note payable was $223,875 on December 31, 2025. The interest rate was 8.8% on December 31, 2025. The outstanding balance on Biglari Holdings’ lines of credit was $27,250 on December 31, 2025, compared to $45,000 on December 31, 2024. The interest rate was 6.7% on December 31, 2025.

Income Taxes

The consolidated income tax benefit was $10,203 in 2025 versus $4,395 in 2024. The variance in income taxes between 2025 and 2024 is attributable to taxes on income generated by the investment partnerships. Excluding investment partnership activities, pre-tax income was $19,310 and $32,904 and tax expense was $4,802 and $8,544 during 2025 and 2024, respectively. The effective tax rate for the Company (excluding investment partnership activities) was 24.9% during 2025 compared to 26.0% during 2024.

Corporate and Other

Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Net losses for Corporate and other were $16,000 during 2025 and $12,503 during 2024. The increase in net losses was primarily due to an increase in professional fees.

Financial Condition

Our consolidated shareholders’ equity on December 31, 2025, was $523,429, a decrease of $49,532 as compared to the December 31, 2024, balance. The decrease in shareholders’ equity was primarily due to a net loss of $37,488 and a change in treasury stock of $13,566.

Consolidated cash and investments are summarized below.

December 31,

2025

2024

Cash and cash equivalents

$

268,782 

$

30,709 

Investments

69,050 

102,975 

Fair value of interest in investment partnerships

772,585 

656,266 

Total cash and investments

1,110,417 

789,950 

Less: portion of Company stock held by investment partnerships

(618,310)

(454,539)

Carrying value of cash and investments on balance sheet

$

492,107 

$

335,411 

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

21

Table of Contents

Management’s Discussion and Analysis (continued)

Liquidity

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

2025

2024

2023

Net cash provided by operating activities

$

106,959 

$

49,660 

$

73,002 

Net cash used in investing activities

(65,470)

(87,388)

(66,080)

Net cash provided by (used in) financing activities

196,533 

39,484 

(16,132)

Effect of exchange rate changes on cash

39 

22 

59 

Increase (decrease) in cash, cash equivalents, and restricted cash

$

238,061 

$

1,778 

$

(9,151)

Cash provided by operating activities increased during 2025 by $57,299 as compared to 2024. The change was primarily attributable to $56,000 of distributions from the investment partnerships during 2025.

Cash used in investing activities decreased during 2025 by $21,918 as compared to 2024 primarily due to an increase of $33,411 in sales of investments and redemptions of fixed maturity securities.

Cash provided by financing activities increased during 2025 by $157,049 as compared to 2024 primarily due to Steak n Shake’s note payable of $225,000 on September 30, 2025. During 2025, the Company had net payments on its revolving lines of credit of $17,750 compared to net borrowings of $45,000 during 2024.

We intend to meet the working capital needs of our operating subsidiaries, principally through cash flows generated from operations and cash on hand. We continually review available financing alternatives.

Biglari Holdings’ Line of Credit

Biglari Holdings’ line of credit is $35,000 and matures on September 13, 2026. The line of credit includes customary covenants as well as financial maintenance covenants. As of December 31, 2025, we were in compliance with all covenants. The balance on the line of credit was $27,250 and $35,000 on December 31, 2025 and 2024, respectively. Our interest rate was 6.7% and 7.1% on December 31, 2025 and 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 was terminated on September 29, 2025.

Steak n Shake Note Payable

On September 30, 2025, Steak n Shake obtained a loan of $225,000. The term of the loan is five years, with an interest rate fixed at 8.8% per annum, and the loan will be amortized at a rate of 3.0% per annum. The loan includes customary covenants as well as financial maintenance covenants and customary events of default. As of December 31, 2025, we were in compliance with all covenants. The debt is an obligation of Steak n Shake and the proceeds from the loan were distributed to Biglari Holdings. All of the debt is secured by real estate owned by Steak n Shake.

Western Sizzlin Revolver

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

Critical Accounting Policies

Certain accounting policies require us to make estimates and judgments in determining the amounts reflected in the consolidated financial statements. Such estimates and judgments necessarily involve varying, and possibly significant, degrees of uncertainty. Accordingly, certain amounts currently recorded in the financial statements will likely be adjusted in the future based on new available information and changes in other facts and circumstances. A discussion of our principal accounting policies that required the application of significant judgments as of December 31, 2025, follows.

22

Table of Contents

Management’s Discussion and Analysis (continued)

Impairment of Restaurant Long-lived Assets

We review company-operated restaurants for impairment on a restaurant-by-restaurant basis when events or circumstances indicate a possible impairment. Assets included in the impairment assessment generally consist of property, equipment, and leasehold improvements directly associated with an individual restaurant as well as any related finance or operating lease assets. We test for impairment by comparing the carrying value of the asset to the undiscounted future cash flows expected to be generated by the asset. If the total estimated future cash flows are less than the carrying amount of the asset, the carrying value is written down to the estimated fair value, and a loss is recognized in earnings. Determining the future cash flows expected to be generated by an asset requires significant judgment regarding future performance of the asset, fair market value if the asset were to be sold, and other financial and economic assumptions.

Oil and Natural Gas Reserves

Crude oil and natural gas reserves are estimates of future production that impact certain asset and expense accounts. Proved reserves are the estimated quantities of oil and gas that geoscience and engineering data demonstrate with reasonable certainty to be economically producible in the future under existing economic conditions, operating methods, and government regulations. Proved reserves include both developed and undeveloped volumes. Proved developed reserves represent volumes expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves are volumes expected to be recovered from new wells on undrilled proved acreage, or from existing wells where expenditure is required for recompletion. We estimate our proved oil and natural gas reserves in accordance with the guidelines established by the SEC. Due to the inherent uncertainties and the limited nature of reservoir data, estimates of reserves are subject to change as additional information becomes available.

Income Taxes

We record deferred tax assets or liabilities, which are based on differences between financial reporting and the tax basis of assets and liabilities and are measured using the currently enacted rates and laws that will be in effect when the differences are expected to reverse. We record deferred tax assets to the extent we believe there will be sufficient future taxable income to utilize those assets prior to their expiration. To the extent deferred tax assets are unable to be utilized, we would record a valuation allowance against the unrealizable amount and record that amount as a charge against earnings. Due to changing tax laws and state income tax rates, significant judgment is required to estimate the effective tax rate applicable to tax differences arising from reversal in the future. We must also make estimates about the sufficiency of taxable income in future periods to offset any deductions related to deferred tax assets currently recorded.

Goodwill and Other Intangible Assets

We evaluate goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Goodwill impairment occurs when the estimated fair value of goodwill is less than its carrying value. The valuation methodology and underlying financial information included in our determination of fair value require significant managerial judgment. Based on a review of the qualitative factors, if we determine it is not more likely than not that the fair value is less than the carrying value, we may bypass the quantitative impairment test. We may also elect not to perform the qualitative assessment for the reporting unit or intangible assets and perform a quantitative impairment test instead.

Recently Issued Accounting Pronouncements

For detailed information regarding recently issued accounting pronouncements and the expected impact on our consolidated financial statements, see Note 1 “Summary of Significant Accounting Policies” in the accompanying notes to consolidated financial statements included in Part II, Item 8 of this report on Form 10-K.

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, set forth above. We undertake no obligation to publicly update or revise them, except as may be required by law.

23

Table of Contents