UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2025 BIGLARI HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) (State or Other Jurisdiction of Incorporation) Indiana 001-38477 82-3784946 (Commission File Number) (IRS Employer Identification No.) | Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Whic ...

Financial Performance - Net earnings attributable to Biglari Holdings Inc. shareholders for 2024 were $(3,759) thousand, a decrease from $54,948 thousand in 2023 [100]. - Total revenues for Biglari Holdings Inc. in 2024 were $362,114,000, a decrease of 0.6% from $365,318,000 in 2023 [198]. - The company reported a comprehensive loss of $4,113,000 in 2024, compared to a comprehensive income of $55,811,000 in 2023 [202]. - Net loss attributable to Biglari Holdings Inc. shareholders for 2024 was $3,759,000, compared to a net income of $54,948,000 in 2023 [198]. - The total operating businesses reported a net loss of $(3,759) thousand in 2024, compared to a profit of $39,162 thousand in 2023 [100]. Revenue Breakdown - Total revenue for the restaurant segment in 2024 was $251,447 thousand, slightly up from $250,857 thousand in 2023 [108]. - Net sales for the restaurant segment increased to $159,213 thousand in 2024, compared to $152,545 thousand in 2023, with same-store sales for Steak n Shake increasing by 6.4% [109]. - Restaurant operations generated revenues of $251,447,000 in 2024, slightly up from $250,857,000 in 2023 [198]. - Oil and gas revenue decreased to $36,945 million in 2024, down 18.1% from $45,071 million in 2023 [131]. - Licensing and media revenue fell to $1,029 million in 2024, a decrease of $1,089 million compared to $2,118 million in 2023 [141]. Expenses and Costs - The cost of food at company-operated units was $47,891 thousand, representing 30.1% of net sales in 2024, up from 29.5% in 2023 [114]. - General and administrative expenses increased to $47,130 thousand, or 18.7% of total revenue in 2024, compared to $44,120 thousand, or 17.6% in 2023 [115]. - The company recorded impairments to restaurant long-lived assets of $107 in 2024, down from $3,947 in 2023, showing a substantial decrease in impairment losses [272]. - The company recorded investment partnership gains of $41,058 thousand in 2024, a significant recovery from losses of $(19,440) thousand in 2023 [205]. Investments and Acquisitions - The company acquired the remaining 10% of Abraxas Petroleum for $5,387 thousand in 2023, following a 90% acquisition for $80,000 thousand in 2022 [98]. - The company made purchases of interests in limited partnerships totaling $(75,938) thousand in 2024, compared to $(45,030) thousand in 2023 [205]. - Investments increased to $102,975 in 2024 from $91,879 in 2023, marking a growth of approximately 12.9% [252]. Cash Flow and Liquidity - Total cash and investments increased to $789,950 in 2024 from $592,717 in 2023, with cash and cash equivalents rising to $30,709 from $28,066 [154]. - Net cash provided by operating activities decreased by $23,342 to $49,660 in 2024, attributed to a $15,511 decrease in cash from business operations [156]. - The company had net borrowings of $45,000 on its lines of credit in 2024, compared to net repayments of $10,000 in 2023 [158]. - The company continues to maintain significant liquidity, with a carrying value of cash and investments on the balance sheet of $335,411 as of December 31, 2024 [154]. Shareholder Equity and Liabilities - Consolidated shareholders' equity decreased by $26,369 to $572,961 as of December 31, 2024, primarily due to a net loss of $3,759 and a change in treasury stock of $22,256 [152]. - Total liabilities rose to $293,172,000 in 2024, up from $250,092,000 in 2023, indicating an increase of 17.3% [196]. - The company's total shareholders' equity at the end of 2024 was $572,961 thousand, down from $599,330 thousand at the end of 2023 [208]. Insurance and Underwriting - Underwriting gain for First Guard was $4,038 thousand in 2024, down from $9,492 thousand in 2023 [121]. - Insurance losses rose to $43,643 million in 2024, compared to $35,668 million in 2023, reflecting an increase of 22.4% [122]. - Pre-tax underwriting gain decreased to $4,438 million in 2024, down 47.5% from $8,454 million in 2023 [122]. Operational Metrics - The company operated 458 restaurants as of December 31, 2024, down from 492 in 2023 [105]. - Franchise partner fees decreased to $70,616 thousand in 2024 from $72,552 thousand in 2023, with a reduction in franchise partner units from 181 to 173 [111]. - The equivalent Class A common stock for earnings per share in 2024 was 279,381, down from 289,986 in 2023, reflecting a decline of approximately 3.7% [227].

Group 1 - Biglari Holdings has scheduled its 2025 Annual Shareholders Meeting for April 16, 2025, at 1:00 p.m. Central Time in San Antonio [1] - The meeting will take place at the Majestic Theatre [1] Group 2 - Biglari Holdings Inc. operates as a holding company with subsidiaries involved in various sectors, including property and casualty insurance, licensing and media, restaurants, and oil and gas [2]

Core Viewpoint - Cracker Barrel Old Country Store, Inc. is facing scrutiny regarding its capital spending plans, with conflicting statements from the company and Sardar Biglari, leading to concerns about transparency and oversight [1][2][3]. Financial Plans and Statements - Cracker Barrel claims it will spend $225 million to $325 million in incremental capital over the next three years, contrary to Biglari's assertion of a $600 million to $700 million plan [2]. - The company previously indicated a capital expenditure of approximately $600 million to $700 million for fiscal years 2025 to 2027, with annual breakdowns of $160 million to $180 million in fiscal 2025, $180 million to $220 million in fiscal 2026, and $260 million to $300 million in fiscal 2027 [2]. Historical Context - Cracker Barrel has mentioned investments in technology and tablets in its strategic plans since 2017, raising questions about the execution of these initiatives [2]. - The company has consistently projected capital expenditures to support its strategic plan, with a notable increase in spending anticipated in 2017 [2]. Board Oversight and Accountability - The current board members, Carl Berquist and Meg Crofton, are described as sources of stability, despite overseeing a nearly 70% decline in the company's stock value [3][4]. - There is a call for stockholders to choose between the incumbents and new candidates who may better facilitate a turnaround and ensure accountability [4]. Voting Recommendation - Stockholders are encouraged to vote for Milena Alberti-Perez and Sardar Biglari as they are viewed as better suited to drive the necessary changes within the company [5].

Core Insights - Cracker Barrel's preliminary Q1 2025 earnings announcement raises concerns about the company's direction and performance [1] - The adjusted EBITDA margin for Q1 2025 was 5.4%, which is 70 basis points lower than Q1 2023 and similar to Q1 2024, indicating that the transformation plan may not be effective [2] - Management did not change its FY 2025 guidance, expecting revenue and adjusted EBITDA to be similar to or lower than FY 2024, despite significant capital expenditures [3] - The Board's attempt to present a positive outlook contrasts with the unchanged guidance, reflecting a lack of confidence from analysts and investors regarding the $700 million transformation plan [3] - The Q1 2025 results highlight ongoing concerns and the urgent need for change, with shareholders urged to take action to protect their investments [4]

Core Viewpoint - Biglari Capital is advocating for a change in the Board of Directors at Cracker Barrel Old Country Store, citing poor performance and significant shareholder value destruction under the current leadership [2][6][9]. Group 1: Performance Issues - The current Board, led by Carl Berquist and Meg Crofton, has overseen a decline in shareholder value, with negative total shareholder return (TSR) over three and five-year periods [6][8]. - ISS and Glass Lewis have both highlighted the unacceptable performance metrics of Cracker Barrel, indicating that the company has not performed well against its peers [6][8]. - The Board's failure to address operational issues has led to significant regression in performance and competitive positioning, with a lack of accountability for long-serving directors [6][8]. Group 2: Transformation Plan Concerns - Analysts express skepticism regarding Cracker Barrel's costly three-year transformation plan, with doubts about its ability to meet financial objectives [6][8]. - The reliance on only two test remodels and the absence of specific metrics for early progress raise concerns about the effectiveness of the transformation strategy [6][8]. - Glass Lewis points out an inconsistency in the Board's claims about past capital expenditures and the current need for updates, suggesting a lack of strategic foresight [7][8]. Group 3: Nominees and Recommendations - Biglari Capital has nominated Sardar Biglari, Milena Alberti-Perez, and Michael Goodwin for the Board, emphasizing their expertise in turnaround strategies and capital allocation [9][10]. - Glass Lewis and ISS recommend shareholders vote for the nominees, with Glass Lewis specifically noting Alberti-Perez's critical financial expertise and her positive impact on shareholder value at Pitney Bowes [10][11]. - The call to action urges shareholders to protect their investments by voting for all three nominees on the GOLD proxy card, highlighting the urgency for change at the Board level [5][10].

Core Viewpoint - Institutional Shareholder Services (ISS) and Glass Lewis have recommended that Cracker Barrel shareholders vote against the nominations of Milena Alberti-Perez and Sardar Biglari, citing concerns over their qualifications and governance track records [1][2][3] Summary by Sections ISS Recommendations - ISS has consistently recommended against Sardar Biglari in all proxy contests at Cracker Barrel where he has nominated himself, indicating a lack of confidence in his ability to contribute positively to the board [2] - The ISS report highlighted that both Alberti-Perez and Biglari are not suitable nominees to oversee Cracker Barrel's growth, warranting "withholds" against them [2][3] Governance Concerns - ISS criticized Alberti-Perez for her lack of preparation and relevant experience in the restaurant industry, raising concerns about her ability to contribute effectively [3] - Biglari's governance practices at his own company, Biglari Holdings, were described as inadequate, undermining his credibility for a position on Cracker Barrel's board [3] Cracker Barrel's Position - Cracker Barrel's board emphasized the importance of continuing its strategic transformation plan and argued that neither Alberti-Perez nor Biglari would add value to the board [3][4] - The board has been significantly refreshed in recent years, with a focus on relevant skill sets and a low average director tenure, which supports the company's growth strategy [4][7] Board Composition - If all recommended nominees are elected, the average tenure of independent directors will be less than three years, indicating a strong commitment to board refreshment [7] - Key board members, Carl Berquist and Meg Crofton, bring extensive experience from leading roles in major hospitality brands, contributing valuable industry insights [8] Call to Action - The board urges shareholders to vote for all ten recommended nominees on the WHITE proxy card to ensure the continued success of Cracker Barrel's transformation plan [10][12]

Financial Results - Biglari Holdings Inc. reported its financial results for Q3 and the first nine months of 2024, ending September 30, 2024[5] - The press release detailing the financial results was issued on November 8, 2024[5] - The report includes an exhibit with detailed financial statements[7] Company Information - The company is listed on the New York Stock Exchange under the trading symbols BH.A and BH for Class A and Class B common stock, respectively[2] - The company is not classified as an emerging growth company under the Securities Act of 1933[3] - The financial information provided in the report is not deemed "filed" under the Securities Exchange Act of 1934[6] Management - Bruce Lewis serves as the Controller for Biglari Holdings Inc.[8] - The report was signed and submitted on November 8, 2024[8]

Financial Performance - Net earnings attributable to Biglari Holdings Inc. shareholders for Q3 2024 were $32,125, a significant recovery from a loss of $56,514 in Q3 2023[100]. - Net sales for Q3 2024 were $39,660, representing an increase of $465 or 1.2% compared to Q3 2023, driven by a 5.4% increase in same-store sales at Steak n Shake[107]. - Total revenue for Q3 2024 was $62,384, compared to $61,886 in Q3 2023, reflecting a growth in overall business performance[106]. - Total operating businesses reported earnings of $7,520 in Q3 2024, a decline from $20,319 in Q3 2023, primarily due to lower performance in oil and gas operations[100]. - Net sales for the third quarter of 2024 were $82,553, up from $81,780 in 2023, while net sales for the first nine months of 2024 reached $246,811 compared to $242,741 in 2023[118]. Costs and Expenses - Franchise partner fees decreased to $17,157 in Q3 2024 from $17,622 in Q3 2023, attributed to higher food and labor expenses for franchise partners[109]. - The cost of food at company-operated units was $12,218 or 30.8% of net sales in Q3 2024, up from 30.3% in Q3 2023[111]. - Labor costs at company-operated restaurants rose to $13,158 or 33.2% of net sales in Q3 2024, compared to 31.1% in Q3 2023[112]. - General and administrative expenses were $10,355 or 16.6% of total revenue in Q3 2024, down from 17.3% in Q3 2023[113]. - Cost of food as a percentage of net sales increased to 30.4% in Q3 2024 from 28.8% in Q3 2023, while labor costs rose to 27.2% from 26.6%[118]. Asset Management - The company recorded no impairment charges in Q3 2024, contrasting with $752 in Q3 2023, reflecting improved asset management[114]. - As of September 30, 2024, the company operated 143 Steak n Shake locations, down from 159 a year earlier, indicating a strategic reduction in company-operated units[102]. Insurance Operations - Underwriting gain for First Guard was $1,366 in Q3 2024, down from $2,362 in Q3 2023, with a total underwriting gain of $3,497 for the first nine months of 2024 compared to $7,379 in 2023[120]. - Southern Pioneer reported premiums written of $7,496 in Q3 2024, an increase of 29.2% from $5,804 in Q3 2023, with a loss ratio of 47.9% compared to 60.5% in the same period last year[126]. - The company's insurance operations reported a pre-tax underwriting gain of $2,278 in Q3 2024, compared to $2,196 in Q3 2023[120]. - The ratio of losses and loss adjustment expenses to premiums earned for Southern Pioneer improved to 59.9% in the first nine months of 2024 from 59.6% in 2023[126]. Investment Performance - Net investment income for the third quarter of 2024 was $645, slightly down from $658 in Q3 2023, with total investment income for the first nine months reaching $2,122 compared to $1,714 in 2023[128]. - Investment income for the first nine months of 2024 was $2,686, compared to $2,169 in the same period of 2023[128]. - Investment gains net of tax for Q3 2024 were $3,706 million, compared to losses of $3,710 million in Q3 2023[138]. Cash Flow and Debt - Consolidated cash and investments as of September 30, 2024, totaled $624,382 million, an increase from $592,717 million on December 31, 2023[147]. - Net cash provided by operating activities for the first nine months of 2024 was $31,665 million, down 34.9% from $48,676 million in the same period of 2023[149]. - Cash used in investing activities decreased by $21,310 million in 2024 compared to 2023, primarily due to a decrease in investments[150]. - The balance of the line of credit was $9,000 million on September 30, 2024, with an increase in the available line of credit to $35,000 million[144]. - Biglari Holdings' line of credit was increased to $35 million as of September 30, 2024, with a balance of $9 million[151]. - The interest rate on the line of credit was 7.71% as of September 30, 2024, compared to 8.06% on December 31, 2023[151]. - Western Sizzlin had no debt outstanding under its $500,000 revolver as of September 30, 2024[152]. Regulatory and Compliance - There have been no material changes to critical accounting policies since the annual report for the year ended December 31, 2023[153]. - No recently issued accounting pronouncements were applicable for the Quarterly Report on Form 10-Q[154]. - Disclosure controls and procedures were deemed effective as of September 30, 2024[158]. - There were no changes in internal control over financial reporting that materially affected the company during the quarter ended September 30, 2024[159]. - There have been no material changes to risk factors as previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023[160].

Core Viewpoint - Biglari Capital Corp. expresses significant concerns regarding the performance and management of Cracker Barrel Old Country Store, Inc., highlighting a substantial loss in shareholder value and calling for a change in the Board of Directors to address ongoing issues [2][4][29]. Financial Performance - Since 2019, Cracker Barrel shareholders have lost over $2.9 billion in market value, with the stock price down 50.9% since the appointment of the current CEO, Julie Felss Masino [2][3]. - Total shareholder returns for Cracker Barrel over the past one, three, and five years are -49.6%, -65.3%, and -70.2%, respectively, significantly underperforming compared to proxy peer groups and the S&P 500 [5]. Management and Board Issues - The letter criticizes the Board for its role in the company's poor performance, citing a lack of accountability and poor capital allocation decisions during the tenure of former CEO Sandy Cochran [8][10]. - The Board's decision to promote the former CEO to Chairman is viewed as indicative of governance failures, with the current Board being described as lacking the necessary experience to address the company's challenges [9][17]. Strategic Missteps - Cracker Barrel's strategy of opening new stores during a period of declining customer traffic is deemed unnecessary and costly, with significant closures occurring in recent years, particularly on the West Coast [14][20]. - The company has made poor investments in new brands, such as Holler & Dash and Punch Bowl Social, which have resulted in substantial financial losses [14][15]. Proposed Changes - Biglari Capital advocates for a low-capex plan focusing on core business operations rather than high-capital expenditures, suggesting the divestment of non-core brands and halting new store openings [21][22]. - The company should prioritize improving store-level economics and customer service to regain lost traffic and enhance shareholder value [21][22]. Call for Accountability - The letter emphasizes the need for a change in the Board to prevent further decline, arguing that the current Board has failed to address internal issues that have led to significant shareholder losses [23][24][28]. - Biglari Capital seeks to bring its expertise and long-term investment perspective to the Board to help restore value for shareholders [27][30].