Core Viewpoint - Biglari reported a significant return to profitability in Q2 2025, with net earnings of $50.9 million, a turnaround from a loss of $48.2 million in the same period last year, primarily driven by investment gains of $61.4 million [1][4]. Financial Performance - Net Earnings: $50.9 million in Q2 2025 compared to a loss of $48.2 million in Q2 2024 [2]. - Pre-tax Operating Earnings: Dropped to $3.7 million from $19.7 million a year earlier, marking an 81.4% decline [4]. - Investment Gains: Reported at $61.4 million, a significant recovery from a loss of $82.6 million in the prior year [2][4]. - Steak n Shake Same-Store Sales Growth: Achieved a growth of 10.7% for both company-run and franchise locations [5]. Business Overview - Biglari operates in multiple sectors, including restaurants (Steak n Shake and Western Sizzlin), insurance focused on commercial trucking, oil and gas assets in the Gulf of Mexico, and media through the MAXIM brand [3]. Operational Insights - The management emphasized that the reported results were heavily influenced by investment gains, and ongoing operating profitability should be assessed separately [4]. - There was a lack of detailed performance information regarding other key segments such as insurance, oil and gas, and media, making it challenging to evaluate their contributions to overall results [5]. Future Outlook - Management did not provide any forward-looking financial guidance for upcoming quarters or the full year, indicating a lack of visibility into future revenue, earnings, or strategic direction [6][7].

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2025 BIGLARI HOLDINGS INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K (Exact Name of Registrant as Specified in Charter) Indiana 001-38477 82-3784946 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 19100 Ridgewood Parkway, Suite 1200 San Antonio, Texas 78259 (Address of ...

PART I – FINANCIAL INFORMATION This section presents the unaudited consolidated financial statements and management's discussion for Q2 and 6M 2025 [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited consolidated financial statements for Q2 and 6M 2025, including balance sheets, earnings, cash flows, and detailed notes [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position at June 30, 2025, and December 31, 2024 Consolidated Balance Sheet Highlights (dollars in thousands): | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Total Assets | $863,579 | $866,133 | | Total Current Assets | $174,281 | $170,615 | | Cash and Cash Equivalents | $32,766 | $30,709 | | Total Liabilities | $274,293 | $293,172 | | Total Current Liabilities | $126,087 | $147,316 | | Biglari Holdings Inc. Shareholders' Equity | $589,286 | $572,961 | - **Total assets decreased slightly** from **$866,133 thousand** at December 31, 2024, to **$863,579 thousand** at June 30, 2025. **Total liabilities decreased** from **$293,172 thousand** to **$274,293 thousand**, while **shareholders' equity increased** from **$572,961 thousand** to **$589,286 thousand**[10](index=10&type=chunk) [Consolidated Statements of Earnings](index=6&type=section&id=Consolidated%20Statements%20of%20Earnings) This section details the company's financial performance, including revenues, expenses, and net earnings, for Q2 and 6M 2025 and 2024 Consolidated Statements of Earnings Highlights (dollars in thousands, except per share amounts): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Total Revenues | $100,619 | $91,141 | $195,654 | $180,592 | | Total Costs and Expenses | $96,946 | $71,437 | $181,987 | $155,191 | | 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) | | Net Earnings (Loss) | $50,931 | $(48,190) | $17,656 | $(25,611) | | Net Earnings (Loss) per Avg. Equivalent Class A Share | $194.57 | $(171.89) | $67.26 | $(90.80) | - The company reported a **significant turnaround in net earnings**, moving from a loss of **$48,190 thousand** in Q2 2024 to a gain of **$50,931 thousand** in Q2 2025. This was **largely driven by a substantial increase** in 'Total Other Income (Expenses)', primarily from investment partnership gains[13](index=13&type=chunk) [Consolidated Statements of Comprehensive Income](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents total comprehensive income, including net earnings and other comprehensive income items, for the specified periods Consolidated Statements of Comprehensive Income Highlights (dollars in thousands): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :-------------------------- | :------ | :------ | :------ | :------ | | 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) | - Comprehensive income mirrored the net earnings trend, showing a **strong positive shift** in Q2 2025 and the first six months of 2025, **primarily due to improved net earnings** and positive foreign currency translation adjustments[16](index=16&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section outlines cash flows from operating, investing, and financing activities for the first six months of 2025 and 2024 Consolidated Statements of Cash Flows Highlights (dollars in thousands): | Metric | 6M 2025 | 6M 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) | | Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | $2,045 | $(1,374) | | Cash, Cash Equivalents and Restricted Cash at End of Second Quarter | $33,477 | $28,280 | - **Net cash provided by operating activities significantly increased** to **$57,942 thousand** in the first six months of 2025, up from **$20,910 thousand** in the same period of 2024, **primarily due to $35,000 thousand** in distributions from investment partnerships[18](index=18&type=chunk)[163](index=163&type=chunk) - Cash used in investing activities **increased by $7,575 thousand** in 2025 compared to 2024, mainly due to reduced proceeds from property and equipment sales. Cash used in financing activities also **increased by $26,087 thousand**, primarily due to payments on the Company's line of credit[164](index=164&type=chunk) [Consolidated Statements of Changes in Shareholders' Equity](index=9&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) This section details changes in shareholders' equity from December 31, 2024, to June 30, 2025, driven by net earnings and other comprehensive income Consolidated Statements of Changes in Shareholders' Equity Highlights (dollars in thousands): | Metric | Dec 31, 2024 | June 30, 2025 | | :-------------------------------- | :----------- | :------------ | | Balance at Period Start | $572,961 | $572,961 | | Net Earnings (Loss) | $17,656 | $17,656 | | Other Comprehensive Loss | $1,480 | $1,480 | | Adjustment for holdings in investment partnerships | $(2,811) | $(2,811) | | Balance at Period End | $589,286 | $589,286 | *Note: The table above reflects the changes for the first six months of 2025, starting from the balance at December 31, 2024, and ending at June 30, 2025. The 'Net earnings (loss)' and 'Other comprehensive loss' values are for the first six months of 2025.* - **Shareholders' equity increased** from **$572,961 thousand** at December 31, 2024, to **$589,286 thousand** at June 30, 2025, driven by net earnings and positive other comprehensive income, partially offset by adjustments for investment partnership holdings[21](index=21&type=chunk) [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements [Note 1. Summary of Significant Accounting Policies](index=10&type=section&id=Note%201.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's diverse business activities and significant accounting principles applied in financial reporting - Biglari Holdings Inc. is a holding company with diverse business activities including property and casualty insurance and reinsurance, licensing and media, restaurants, and oil and gas. Its largest operating subsidiaries are in the restaurant sector[23](index=23&type=chunk) - The company operates with decentralized business units but centralized financial decision-making, with all major investment and capital allocation decisions made by Chairman and CEO Sardar Biglari, who beneficially owns approximately **74.3%** of the voting interest as of June 30, 2025[24](index=24&type=chunk)[25](index=25&type=chunk) [Note 2. Earnings Per Share](index=10&type=section&id=Note%202.%20Earnings%20Per%20Share) This note details the calculation of earnings per share, including the treatment of company stock held by investment partnerships Equivalent Class A Common Stock for EPS Calculation: | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 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 | - The company applies the 'two-class method' for EPS, excluding proportional shares of Biglari Holdings' stock held by investment partnerships from the weighted average common shares outstanding, as these are considered treasury stock[27](index=27&type=chunk)[29](index=29&type=chunk) [Note 3. Investments](index=11&type=section&id=Note%203.%20Investments) This note describes the company's investment classifications and the reporting of investment gains and losses Investment Gains (Losses) (dollars in thousands): | Period | 2025 | 2024 | | :-------------------- | :----- | :----- | | Second Quarter | $2,925 | $(2,729) | | First Six Months | $1,340 | $(1,016) | - The company classifies fixed maturity securities as available-for-sale and considers investment gains and losses as non-operating, while dividends and interest are reported as investment income by insurance companies[31](index=31&type=chunk) [Note 4. Investment Partnerships](index=11&type=section&id=Note%204.%20Investment%20Partnerships) This note explains the accounting for limited partnership interests and the impact of investment partnership gains and losses on earnings Investment Partnership Gains (Losses) (dollars in thousands): | Period | 2025 | 2024 | | :-------------------------------- | :----- | :----- | | Second Quarter Gains (Losses) | $58,504 | $(79,890) | | First Six Months Gains (Losses) | $8,912 | $(57,905) | | Q2 2025 Contribution to Net Earnings | $46,194 | $(60,748) | | 6M 2025 Contribution to Net Earnings | $6,768 | $(43,600) | Carrying Value of Investment Partnerships (dollars in thousands): | Metric | 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 | - The company reports limited partnership interests under the equity method, recording its proportional share of equity but excluding company common stock held by the partnerships, which is treated as treasury stock. Investment partnership gains/losses, including unrealized gains/losses on securities, are recorded in the consolidated statements of earnings[33](index=33&type=chunk) - Biglari Capital Corp., solely owned by Mr. Biglari, is the general partner and earns an incentive reallocation fee of **25%** of net profits above a **6%** annual hurdle rate, though no incentive reallocations were accrued in the first six months of 2025 or 2024[34](index=34&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) [Note 5. Property and Equipment](index=14&type=section&id=Note%205.%20Property%20and%20Equipment) This note provides details on the company's property and equipment, including depreciation and impairment charges Property and Equipment, Net (dollars in thousands): | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Total Property and Equipment (Gross) | $816,701 | $818,432 | | Less: Accumulated Depreciation, Depletion, and Amortization | $(451,439) | $(442,277) | | Property and Equipment, Net | $365,262 | $376,155 | - The company recorded **$1,251 thousand** in impairment charges to restaurant long-lived assets in Q2 2025 and the first six months of 2025 due to underperforming stores. No impairments were recorded for oil and gas assets in these periods[47](index=47&type=chunk)[48](index=48&type=chunk) - Abraxas Petroleum recorded gains of **$794 thousand** in Q2 2025 and **$10,117 thousand** in the first six months of 2025 from selling undeveloped reserves, with potential future royalties[49](index=49&type=chunk) [Note 6. Goodwill and Other Intangible Assets](index=15&type=section&id=Note%206.%20Goodwill%20and%20Other%20Intangible%20Assets) This note details the carrying values of goodwill and other intangible assets, along with any impairment considerations Goodwill and Other Intangible Assets (dollars in thousands): | Metric | Dec 31, 2024 | June 30, 2025 | | :------------------------------------ | :----------- | :------------ | | Goodwill | $52,496 | $52,568 | | Other Intangibles (Trade Names & Lease Rights) | $22,820 | $23,676 | | Total Goodwill and Other Intangible Assets | $75,316 | $76,244 | - Goodwill **increased slightly** due to changes in foreign exchange rates. No goodwill impairment was recorded for Steak n Shake in the first six months of 2025 or 2024, and no impairment for Western Sizzlin goodwill in 2025 (compared to **$1,000 thousand** in 2024)[53](index=53&type=chunk) [Note 7. Restaurant Operations Revenues](index=16&type=section&id=Note%207.%20Restaurant%20Operations%20Revenues) This note disaggregates revenues from restaurant operations, including net sales, franchise fees, and royalties Restaurant Operations Revenues (dollars in thousands): | Revenue Type | Q2 2025 | Q2 2024 | 6M 2025 | 6M 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 | | **Total Revenues** | **$72,011** | **$64,475** | **$136,360** | **$126,471** | - Total restaurant revenues **increased by 11.2%** for the first six months of 2025 compared to 2024, **primarily driven by a 14.8% increase** in net sales in Q2 2025, largely due to a **10.7% increase** in Steak n Shake's same-store sales[57](index=57&type=chunk)[118](index=118&type=chunk) - Franchise partner fees, which include up to **15%** of sales and **50%** of profits, increased despite fewer open units, indicating improved performance at franchise partner units[59](index=59&type=chunk)[120](index=120&type=chunk) [Note 8. Accounts Payable and Accrued Expenses](index=17&type=section&id=Note%208.%20Accounts%20Payable%20and%20Accrued%20Expenses) This note provides a breakdown of accounts payable and accrued expenses, highlighting changes over the period Accounts Payable and Accrued Expenses (dollars in thousands): | Metric | 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 | | **Total** | **$56,418** | **$63,381** | - Total accounts payable and accrued expenses **decreased** from **$63,381 thousand** at December 31, 2024, to **$56,418 thousand** at June 30, 2025, **primarily due to decreases** in accounts payable, gift cards and other marketing, and taxes payable[65](index=65&type=chunk) [Note 9. Lines of Credit](index=17&type=section&id=Note%209.%20Lines%20of%20Credit) This note details the company's outstanding balances on lines of credit and compliance with loan covenants Lines of Credit Balances (dollars in thousands): | Line of Credit | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Biglari Holdings Inc. (2022) | $19,000 | $35,000 | | Biglari Holdings Inc. (2024) | $0 | $10,000 | | Western Sizzlin Revolver | $0 | $0 | - Biglari Holdings **reduced its outstanding balance** on its 2022 line of credit from **$35,000 thousand** to **$19,000 thousand** and **fully paid off** its 2024 line of credit by June 30, 2025. The company was in compliance with all covenants for both lines of credit[66](index=66&type=chunk)[67](index=67&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) [Note 10. Unpaid Losses and Loss Adjustment Expenses](index=18&type=section&id=Note%2010.%20Unpaid%20Losses%20and%20Loss%20Adjustment%20Expenses) This note presents the liabilities for unpaid insurance losses and loss adjustment expenses, net of reinsurance Claim Liabilities, Net of Reinsurance (dollars in thousands): | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | | Net Liabilities at Beginning of Year | $17,250 | $15,168 | | Incurred Losses and Loss Adjustment Expenses | $24,466 | $22,209 | | Paid Losses and Loss Adjustment Expenses | $24,513 | $21,682 | | Net Liabilities at June 30 | $17,203 | $15,695 | - Net liabilities for unpaid losses and loss adjustment expenses **remained relatively stable** at **$17,203 thousand** at June 30, 2025, compared to **$17,250 thousand** at the beginning of the year. The company recorded net increases of **$872 thousand** for prior accident years in 2025, compared to net reductions of **$1,330 thousand** in 2024[70](index=70&type=chunk) [Note 11. Lease Assets and Obligations](index=18&type=section&id=Note%2011.%20Lease%20Assets%20and%20Obligations) This note provides information on the company's lease assets, obligations, and associated lease costs Total Lease Obligations (dollars in thousands): | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Total Current Portion of Lease Obligations | $15,054 | $14,449 | | Total Long-Term Lease Obligations | $91,384 | $90,739 | | **Total Lease Obligations** | **$106,438** | **$105,188** | Total Lease Costs (dollars in thousands): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Finance Lease Costs | $313 | $304 | $600 | $614 | | 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** | - Total lease obligations **increased slightly**. Total lease costs for the first six months of 2025 **increased to $1,278 thousand** from **$416 thousand** in 2024, **primarily due to lower sublease income**[72](index=72&type=chunk)[76](index=76&type=chunk) [Note 12. Income Taxes](index=20&type=section&id=Note%2012.%20Income%20Taxes) This note details the income tax expense or benefit and discusses factors influencing tax variances, including recent tax legislation Income Tax Expense (Benefit) (dollars in thousands): | Period | 2025 | 2024 | | :-------------------- | :----- | :----- | | Second Quarter | $14,171 | $(14,725) | | First Six Months | $6,263 | $(7,909) | - The **significant variance in income taxes** between 2025 and 2024 is **primarily due to taxes on income generated by investment partnerships**. Investment partnerships shifted from pre-tax losses of **$79,890 thousand** in Q2 2024 to pre-tax gains of **$58,504 thousand** in Q2 2025[86](index=86&type=chunk)[159](index=159&type=chunk) - The 'One Big Beautiful Bill Act', signed on July 4, 2025, makes permanent certain expiring provisions of the Tax Cuts and Jobs Act, including **100%** bonus depreciation and business interest expense limitation[87](index=87&type=chunk) [Note 13. Commitments and Contingencies](index=21&type=section&id=Note%2013.%20Commitments%20and%20Contingencies) This note addresses the company's involvement in legal proceedings and other claims, assessing their potential financial impact - The company is involved in various legal proceedings and unresolved claims but believes that the ultimate liability, if any, in excess of amounts already provided, is not likely to materially affect its financial results[88](index=88&type=chunk) [Note 14. Fair Value of Financial Assets](index=21&type=section&id=Note%2014.%20Fair%20Value%20of%20Financial%20Assets) This note describes the fair value measurement of financial assets, categorized by input levels Total Assets at Fair Value (dollars in thousands): | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Level 1 Assets | $116,208 | $109,287 | | Level 2 Assets | $4,268 | $5,995 | | Level 3 Assets | $0 | $0 | | **Total Assets at Fair Value** | **$120,476** | **$115,282** | - The fair values of financial instruments are measured using market or income approaches, categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs). The majority of assets are classified as Level 1[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) [Note 15. Related Party Transactions](index=22&type=section&id=Note%2015.%20Related%20Party%20Transactions) This note discloses transactions with related parties, including service agreements and incentive arrangements with the CEO Service Fees Paid to Biglari Enterprises LLC (dollars in thousands): | Period | 2025 | 2024 | | :-------------------- | :----- | :----- | | First Six Months | $5,700 | $4,800 | - The company has a service agreement with Biglari Enterprises LLC, owned by Mr. Biglari, for business and administrative services. An incentive agreement also provides Mr. Biglari with a performance-based annual incentive payment of **25%** of adjusted equity growth above a **6%** hurdle rate[96](index=96&type=chunk)[98](index=98&type=chunk) [Note 16. Business Segment Reporting](index=23&type=section&id=Note%2016.%20Business%20Segment%20Reporting) This note provides financial information for the company's reportable business segments, including revenues and earnings before income taxes - Biglari Holdings manages its diverse businesses on a decentralized basis, with reportable segments including Restaurant Operations (Steak n Shake, Western Sizzlin), Insurance Operations (First Guard, Southern Pioneer, Biglari Reinsurance), Oil and Gas Operations (Southern Oil, Abraxas Petroleum), and Brand Licensing (Maxim)[99](index=99&type=chunk) Total Operating Businesses - Revenues and Earnings Before Income Taxes (dollars in thousands): | Metric | Q2 2025 Revenue | Q2 2024 Revenue | Q2 2025 Earnings (Loss) before Tax | Q2 2024 Earnings (Loss) before Tax | | :-------------------------- | :-------------- | :-------------- | :--------------------------------- | :--------------------------------- | | Total Operating Businesses | $100,619 | $91,141 | $9,078 | $24,711 | | Metric | 6M 2025 Revenue | 6M 2024 Revenue | 6M 2025 Earnings (Loss) before Tax | 6M 2024 Earnings (Loss) before Tax | | :-------------------------- | :-------------- | :-------------- | :--------------------------------- | :--------------------------------- | | Total Operating Businesses | $195,654 | $180,592 | $24,220 | $32,947 | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial performance, condition, and liquidity for Q2 and 6M 2025 compared to 2024 [Overview](index=29&type=section&id=Overview) This overview introduces Biglari Holdings' diverse business activities and presents a disaggregation of net earnings by segment - Biglari Holdings Inc. is a holding company with diverse business activities, including property and casualty insurance and reinsurance, licensing and media, restaurants, and oil and gas, led by Chairman and CEO Sardar Biglari[110](index=110&type=chunk) Net Earnings (Loss) Disaggregation (dollars in thousands): | Segment | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | 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 | $0 | $(1,000) | $0 | $(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)** | [Restaurants](index=30&type=section&id=Restaurants) This section analyzes the performance of restaurant operations, including store count, revenues, and key cost metrics Restaurant Store Count: | Store Type | Dec 31, 2024 | June 30, 2025 | | :-------------------- | :----------- | :------------ | | Company-operated | 146 | 143 | | Franchise Partner | 173 | 174 | | Traditional Franchise | 107 | 100 | | Western Sizzlin Company-operated | 3 | 3 | | Western Sizzlin Franchise | 29 | 29 | | **Total Stores** | **458** | **449** | Restaurant Operations Revenue and Costs (as % of Net Sales for Cost of Food, Labor, Occupancy; as % of Total Revenue for G&A, Marketing, Impairments, Depreciation): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 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 | | Total Revenue | $72,011 | $64,475 | $136,360 | $126,471 | | Cost of Food (% of Net Sales) | 30.2% | 30.3% | 30.1% | 29.3% | | Labor Costs (% of Net Sales) | 29.9% | 31.8% | 31.0% | 32.1% | | General & Administrative (% of Total Revenue) | 17.7% | 20.2% | 18.1% | 19.6% | | Marketing (% of Total Revenue) | 6.8% | 4.4% | 5.9% | 4.6% | | Impairments (% of Total Revenue) | 1.7% | 0.0% | 0.9% | 0.1% | | Earnings before Income Taxes | $6,435 | $5,765 | $9,749 | $10,643 | - Net sales **increased by 14.8%** in Q2 2025 and **11.2%** in the first six months of 2025, **primarily due to a 10.7% increase** in Steak n Shake's same-store sales[118](index=118&type=chunk)[120](index=120&type=chunk) - Franchise partner fees, which include up to **15%** of sales and **50%** of profits, increased despite fewer open units, indicating improved performance at franchise partner units[59](index=59&type=chunk)[120](index=120&type=chunk) - Labor costs as a percentage of net sales decreased in 2025 compared to 2024, mainly due to a decrease in management labor. Marketing expenses increased due to promotions of new products and payment methods[124](index=124&type=chunk)[126](index=126&type=chunk) [Insurance](index=33&type=section&id=Insurance) This section reviews the underwriting results and overall financial performance of the company's insurance operations Insurance Operations Underwriting Results (dollars in thousands): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | First Guard Pre-tax Underwriting Gain | $2,091 | $1,331 | $3,306 | $2,131 | | Southern Pioneer Pre-tax Underwriting Gain (Loss) | $(857) | $(785) | $(1,359) | $(726) | | **Total Pre-tax Underwriting Gain** | **$1,234** | **$546** | **$1,947** | **$1,405** | Insurance Operations Earnings Summary (dollars in thousands): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Premiums Written | $17,403 | $16,848 | $36,425 | $33,375 | | Premiums Earned | $17,166 | $16,291 | $34,931 | $32,213 | | Pre-tax Underwriting Gain | $1,234 | $546 | $1,947 | $1,405 | | Total Other Income (Investment Income + Other) | $559 | $1,304 | $1,383 | $2,691 | | Earnings before Income Taxes | $1,793 | $1,850 | $3,330 | $4,096 | | Contribution to Net Earnings | $1,399 | $1,454 | $2,600 | $3,192 | - First Guard's underwriting gain **increased by $1,175 thousand** in the first six months of 2025 compared to 2024. Southern Pioneer's premiums earned **increased by 24.0%** in the first six months of 2025 due to rate increases in personal lines, despite an underwriting loss[137](index=137&type=chunk)[139](index=139&type=chunk) [Oil and Gas](index=36&type=section&id=Oil%20and%20Gas) This section discusses the revenues, costs, and earnings from oil and gas operations, including gains on property sales Oil and Gas Operations Summary (dollars in thousands): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Oil and Gas Revenues | $7,498 | $8,671 | $17,428 | $18,181 | | 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 | | Contribution to Net Earnings | $849 | $13,369 | $9,147 | $14,518 | - Oil and gas revenues decreased in Q2 2025 and the first six months of 2025 compared to 2024. The **significant decrease in earnings before income taxes** is **largely due to lower gains** on the sale of properties in 2025 compared to 2024[143](index=143&type=chunk) - Abraxas Petroleum recorded a **$10,117 thousand** gain from selling undeveloped reserves in the first six months of 2025. Southern Oil's revenue remained consistent, with increased production offset by lower crude oil sales prices[146](index=146&type=chunk)[148](index=148&type=chunk) [Brand Licensing](index=37&type=section&id=Brand%20Licensing) This section details the financial performance of the Maxim brand licensing segment, including revenues and costs Maxim Brand Licensing Operations Summary (dollars in thousands): | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Licensing and Media Revenue | $2,287 | $301 | $3,694 | $513 | | Total Cost and Expenses | $2,554 | $556 | $4,318 | $1,122 | | Earnings (Loss) before Income Taxes | $(267) | $(255) | $(624) | $(609) | | Contribution to Net Earnings (Loss) | $(198) | $(193) | $(465) | $(458) | - Maxim's revenue **significantly increased** in the first half of 2025 compared to 2024, **primarily due to the launch** of various new digital contests, though the segment still reported a net loss[150](index=150&type=chunk) [Investment Gains and Investment Partnership Gains](index=37&type=section&id=Investment%20Gains%20and%20Investment%20Partnership%20Gains) This section analyzes the impact of investment gains and losses, particularly from investment partnerships, on overall earnings Investment Gains (Losses) (dollars in thousands): | Period | 2025 | 2024 | | :-------------------- | :----- | :----- | | Q2 Net of Tax | $2,318 | $(2,159) | | 6M Net of Tax | $1,030 | $(827) | Investment Partnership Gains (Losses) (dollars in thousands): | Period | 2025 | 2024 | | :-------------------- | :----- | :----- | | Q2 Pre-tax | $58,504 | $(79,890) | | 6M Pre-tax | $8,912 | $(57,905) | | Q2 Net of Tax | $46,194 | $(60,748) | | 6M Net of Tax | $6,768 | $(43,600) | - The company experienced a **significant positive swing** in investment gains and investment partnership gains in 2025 compared to losses in 2024, which contributed substantially to the overall net earnings turnaround. These gains and losses, particularly from investment partnerships, cause significant volatility in periodic earnings[151](index=151&type=chunk)[153](index=153&type=chunk)[155](index=155&type=chunk) [Interest Expense](index=38&type=section&id=Interest%20Expense) This section details the interest expense incurred on notes payable and its impact on financial results Interest Expense on Notes Payable (dollars in thousands): | Period | 2025 | 2024 | | :-------------------- | :----- | :----- | | Q2 Pre-tax | $852 | $42 | | 6M Pre-tax | $1,752 | $42 | | Q2 Net of Tax | $656 | $32 | | 6M Net of Tax | $1,349 | $32 | - Interest expense on notes payable **increased significantly** in 2025 compared to 2024, reflecting higher borrowings[157](index=157&type=chunk) [Corporate and Other](index=38&type=section&id=Corporate%20and%20Other) This section reports on the net losses attributable to corporate and other unallocated activities - Corporate and other net losses **increased to $3,530 thousand** in Q2 2025 and **$6,819 thousand** in the first six months of 2025, compared to **$3,125 thousand** and **$5,121 thousand** in the respective 2024 periods[158](index=158&type=chunk) [Income Taxes](index=38&type=section&id=Income%20Taxes) This section explains the income tax expense or benefit and its drivers, particularly related to investment partnership performance Income Tax Expense (Benefit) (dollars in thousands): | Period | 2025 | 2024 | | :-------------------- | :----- | :----- | | Second Quarter | $14,171 | $(14,725) | | First Six Months | $6,263 | $(7,909) | - The variance in income taxes is **primarily due to the shift** from pre-tax losses to pre-tax gains in investment partnerships, resulting in income tax expense in 2025 compared to a benefit in 2024[159](index=159&type=chunk) [Financial Condition](index=39&type=section&id=Financial%20Condition) This section provides an overview of the company's financial position, focusing on cash and investment balances Consolidated Cash and Investments (dollars in thousands): | Metric | 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 | - The company's consolidated cash and investments **increased to $340,200 thousand** at June 30, 2025, from **$335,411 thousand** at December 31, 2024, reflecting growth in the fair value of investment partnerships[161](index=161&type=chunk) [Liquidity](index=39&type=section&id=Liquidity) This section discusses the company's cash flow activities and overall liquidity position, including compliance with debt covenants Consolidated Cash Flow Activities (dollars in thousands): | Metric | 6M 2025 | 6M 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) | | Increase in Cash, Cash Equivalents and Restricted Cash | $2,045 | $(1,374) | - The company maintains significant liquidity, with net cash provided by operating activities **increasing substantially** in 2025, **primarily due to $35,000 thousand** in distributions from investment partnerships[162](index=162&type=chunk)[163](index=163&type=chunk) - Cash used in financing activities **increased significantly** in 2025 due to payments on the company's line of credit. The company was in compliance with all covenants on its lines of credit as of June 30, 2025[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) [Critical Accounting Policies](index=40&type=section&id=Critical%20Accounting%20Policies) This section highlights the significant accounting policies and estimates used in preparing the financial statements - Management's discussion is based on consolidated financial statements prepared in accordance with GAAP, requiring estimates and judgments for future transactions. **No material changes** to critical accounting policies were reported since the December 31, 2024, annual report[168](index=168&type=chunk) [Recently Issued Accounting Pronouncements](index=40&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section confirms the non-applicability of recently issued accounting pronouncements to the current report - **No recently issued accounting pronouncements were applicable** for this Quarterly Report on Form 10-Q[169](index=169&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=40&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section advises caution regarding forward-looking statements, which are subject to inherent risks and uncertainties - The report contains forward-looking statements, which are estimates of future financial items and are subject to various risks and uncertainties, many beyond the company's control. Investors are cautioned not to place undue reliance on these statements[170](index=170&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there are no applicable disclosures regarding quantitative and qualitative market risk for the company - The company has **no applicable disclosures** for quantitative and qualitative market risk[172](index=172&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting. It notes that disclosure controls were not effective due to previously identified material weaknesses, and remediation efforts are ongoing - As of June 30, 2025, the company's disclosure controls and procedures were **not effective** due to material weaknesses in internal control over financial reporting, as previously identified in the 2024 Annual Report on Form 10-K[173](index=173&type=chunk) - **Remediation efforts are ongoing** to address these material weaknesses, involving the implementation and documentation of policies, procedures, and internal controls. The weaknesses will not be considered remediated until controls have operated for a sufficient period and are tested effectively[174](index=174&type=chunk) - There have been **no changes** in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected or are reasonably likely to materially affect internal control over financial reporting[175](index=175&type=chunk) PART II – OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=41&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 13 of the Consolidated Financial Statements for information regarding legal proceedings, indicating no new material disclosures in this part - Information regarding legal proceedings is incorporated by reference from Note 13 to the Consolidated Financial Statements[177](index=177&type=chunk) [ITEM 1A. RISK FACTORS](index=41&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - **No material changes** to risk factors have occurred since the Annual Report on Form 10-K for the year ended December 31, 2024[178](index=178&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section indicates that there were no unregistered sales of equity securities or use of proceeds to report - There were **no unregistered sales** of equity securities and use of proceeds to report[179](index=179&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities - There were **no defaults** upon senior securities[179](index=179&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are **not applicable**[180](index=180&type=chunk) [ITEM 5. OTHER INFORMATION](index=41&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report - There is **no other information to report**[181](index=181&type=chunk) [ITEM 6. EXHIBITS](index=42&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications and interactive data files - The report includes certifications pursuant to the Sarbanes-Oxley Act (Sections 302 and 906) and Interactive Data Files (XBRL)[182](index=182&type=chunk) [Signatures](index=43&type=section&id=Signatures) This section contains the required signatures for the Form 10-Q filing, confirming its submission by authorized personnel - The report is signed by Bruce Lewis, Controller, on behalf of Biglari Holdings Inc. on August 8, 2025[183](index=183&type=chunk)[184](index=184&type=chunk)

Financial Performance - Bumrungrad Hospital Public Company Limited's total revenues decreased by 3.6% in 2Q25 compared to 2Q24 and decreased by 4.6% in 1H25 compared to 1H24 [26, 27] - Net profit also experienced a decrease of 3.8% in 2Q25 compared to 2Q24 and a decrease of 8.3% in 1H25 compared to 1H24 [26, 36] - The EBITDA margin reached a company record of 41.6% in 2Q25 [5, 26, 34] - Non-Thai patient revenue decreased by 6.6% in 2Q25 and 8.2% in 1H25 compared to the same periods in the previous year [14, 21, 46, 50] Revenue Analysis - Middle East market share revenue increased by 23% compared to Q1 2025, with notable growth in Qatar (18%), UAE (46%), Oman (28%), and Saudi Arabia (54%) [5] - Non-Thai revenue has shown a CAGR of +5.8% from Y2018 to Y2024 [7] - Middle East non-Thai revenue increased by 56.2% from Y2018 to Y2024, while non-Middle East non-Thai revenue increased by 31.7% during the same period [10] - Inpatient and outpatient services contributed roughly equally to revenues, with inpatient services accounting for 50% in 2Q25 and 49% in 1H25 [29] Business Updates and Developments - Bumrungrad International Hospital has been recognized in Newsweek's Best Specialized Hospitals Asia Pacific 2025 ranking across all 9 specialty fields [52] - The hospital has been approved for renewal of its Advanced Hospital Accreditation (Advanced HA) under the Hospital and Healthcare Standards, with a certification period from May 23, 2025 – May 22, 2029 [55, 56] - A new Bumrungrad Comprehensive Cancer Center is under development, expected to be completed in 2027, with the aim of expanding capacity and enhancing patient experience [78, 80, 105]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Indiana 001-38477 82-3784946 (Commission File Number) (IRS Employer Identification No.) 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): May 9, 2025 BIGLARI HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) (State or Other Jurisdiction of Incorporation) 19100 Ridgewood Parkway, Suite 1200 San Antonio, Texas 78259 (Address of Pr ...

[Part I – Financial Information](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Q1 2025 saw a net loss, reversing prior-year earnings, driven by investment partnership losses and a decline in total assets [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$829.1 million** in Q1 2025, primarily due to lower investment partnerships and shareholders' equity Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **$829,060** | **$866,133** | **($37,073)** | | Cash and cash equivalents | $28,664 | $30,709 | ($2,045) | | Investment partnerships | $169,135 | $201,727 | ($32,592) | | **Total Liabilities** | **$289,224** | **$293,172** | **($3,948)** | | **Total Shareholders' Equity** | **$539,836** | **$572,961** | **($33,125)** | [Consolidated Statements of Earnings](index=6&type=section&id=Consolidated%20Statements%20of%20Earnings) Q1 2025 net loss of **$33.3 million** reversed prior-year earnings, driven by a **$49.6 million** loss from investment partnerships Q1 2025 vs Q1 2024 Earnings (in thousands) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Total Revenues | $95,035 | $89,451 | | Investment partnership gains (losses) | $(49,592) | $21,985 | | Earnings (loss) before income taxes | $(41,183) | $29,395 | | **Net Earnings (Loss)** | **$(33,275)** | **$22,579** | | Net Earnings (Loss) per Class A share | $(126.40) | $79.56 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations decreased in Q1 2025, while investing activities used more cash, leading to a **$2.1 million** overall cash decrease Q1 Cash Flow Summary (in thousands) | Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $15,795 | $19,125 | | Net cash used in investing activities | $(19,894) | $(11,242) | | Net cash provided by (used in) financing activities | $2,002 | $(1,403) | | **Increase (decrease) in cash** | **$(2,057)** | **$6,470** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail diverse business segments, the significant impact of investment partnerships, and the CEO's controlling voting interest - Biglari Holdings is a diversified holding company whose major investment and capital allocation decisions are centralized under its Chairman and CEO, Sardar Biglari[21](index=21&type=chunk)[22](index=22&type=chunk) - As of March 31, 2025, CEO Sardar Biglari beneficially owns shares representing approximately **74.3%** of the company's voting interest[23](index=23&type=chunk) Q1 2025 Investment Partnership Impact (in thousands) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Gains (losses) from investment partnerships | $(49,592) | $21,985 | | Contribution to net earnings | $(39,426) | $17,148 | - The oil and gas segment recorded a gain of **$9.3 million** in Q1 2025 from the sale of undeveloped reserves by Abraxas Petroleum, significantly boosting the segment's earnings[49](index=49&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the Q1 2025 net loss to a **$39.4 million** after-tax loss from investment partnerships, despite operating business earnings Disaggregated Net Earnings (Loss) - After Tax (in thousands) | Category | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Total operating businesses | $7,439 | $4,099 | | Investment partnership gains (losses) | $(39,426) | $17,148 | | Investment gains (losses) | $(1,288) | $1,332 | | **Net earnings (loss)** | **$(33,275)** | **$22,579** | [Restaurants](index=24&type=section&id=MD%26A%20Restaurants) Restaurant segment earnings fell to **$2.2 million** in Q1 2025, impacted by higher food costs and declining traffic despite sales growth - Steak n Shake's same-store sales increased by **3.9%** at company-operated units in Q1 2025, but customer traffic declined[114](index=114&type=chunk) - Cost of food as a percentage of net sales increased from **28.3%** to **30.0%** YoY, primarily because Steak n Shake changed its frying oil to **100%** beef tallow[118](index=118&type=chunk) - The total number of restaurants across all brands decreased by **4** units during Q1 2025, from **458** to **454**[111](index=111&type=chunk) [Insurance](index=27&type=section&id=MD%26A%20Insurance) Insurance segment earnings decreased to **$1.2 million** in Q1 2025, as Southern Pioneer's underwriting loss offset First Guard's gains Pre-tax Underwriting Gain (in thousands) | Segment | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | First Guard | $1,215 | $800 | | Southern Pioneer | $(502) | $59 | | **Total** | **$713** | **$859** | - Southern Pioneer's earned premiums increased by **29.4%** in Q1 2025, but its loss ratio also increased, leading to an underwriting loss[131](index=131&type=chunk) [Oil and Gas](index=29&type=section&id=MD%26A%20Oil%20and%20Gas) Oil and gas segment earnings surged to **$8.3 million** in Q1 2025, primarily due to a **$9.3 million** gain from property sales Oil and Gas Earnings Summary (in thousands) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Oil and gas revenues | $9,930 | $9,510 | | Gain on sale of properties | $9,323 | $481 | | **Contribution to net earnings** | **$8,298** | **$1,149** | - Abraxas Petroleum recorded a gain of **$9.3 million** from selling undeveloped reserves to an unaffiliated party[138](index=138&type=chunk) [Brand Licensing](index=31&type=section&id=MD%26A%20Brand%20Licensing) Brand licensing reported a stable net loss in Q1 2025, despite revenue growth to **$1.4 million** from a new digital contests venture - Licensing and media revenue increased significantly to **$1,407,000** in Q1 2025 from **$212,000** in Q1 2024, primarily due to a new digital contests venture[142](index=142&type=chunk) [Investment Gains and Investment Partnership Gains](index=31&type=section&id=MD%26A%20Investment%20Gains%20and%20Investment%20Partnership%20Gains) The company recorded a **$39.4 million** after-tax loss from investment partnerships in Q1 2025, causing significant earnings volatility Investment Partnership Contribution to Net Earnings (in thousands) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Investment partnership gains (losses) | $(49,592) | $21,985 | | **Contribution to net earnings** | **$(39,426)** | **$17,148** | - Management states that investment gains/losses are generally meaningless for analytical purposes in understanding reported quarterly results due to their volatility[147](index=147&type=chunk) [Financial Condition and Liquidity](index=32&type=section&id=MD%26A%20Financial%20Condition%20and%20Liquidity) The company maintains strong liquidity despite a decrease in cash and investments to **$304.5 million** and increased borrowings Consolidated Cash and Investments (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $28,664 | $30,709 | | Investments | $106,667 | $102,975 | | **Carrying value of cash and investments** | **$304,466** | **$335,411** | - The company had net borrowings of **$3.4 million** on its lines of credit in Q1 2025[157](index=157&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is not applicable for the current reporting period - Not applicable[164](index=164&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of March 31, 2025, due to un-remediated material weaknesses in internal control - The Chief Executive Officer and Principal Financial Officer concluded that disclosure controls and procedures were not effective as of March 31, 2025[165](index=165&type=chunk) - The ineffectiveness is due to material weaknesses previously identified in the Annual Report on Form 10-K for the year ended December 31, 2024[165](index=165&type=chunk) - Remediation efforts are ongoing, but the material weaknesses cannot be considered remediated until controls have operated effectively for a sufficient period[166](index=166&type=chunk) [Part II – Other Information](index=35&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company believes that the ultimate liability from pending legal matters will not materially affect its financial position or results - The company believes that the ultimate liability from various legal proceedings and unresolved claims is not likely to have a material effect on its results of operations, financial position, or cash flow[87](index=87&type=chunk)[169](index=169&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Form 10-K for the year ended December 31, 2024 - No material changes from the risk factors previously disclosed in the Form 10-K for the year ended December 31, 2024[170](index=170&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported during the period - None[171](index=171&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) The report includes required CEO and Controller certifications and Interactive Data Files (XBRL) - Exhibits filed include CEO and Controller certifications (31.01, 31.02, 32.01) and Interactive Data Files (101, 104)[175](index=175&type=chunk)

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].