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].

Financial Results - Biglari Holdings Inc. reported its financial results for Q2 and the first six months ending June 30, 2024[4]. - The financial results include key metrics that are expected to be detailed in the attached press release[4]. Press Release - The press release detailing these results was issued on August 9, 2024[4]. Company Information - The company is listed on the New York Stock Exchange under the trading symbols BH.A and BH[2]. - The company’s address is listed as 19100 Ridgewood Parkway, Suite 1200, San Antonio, Texas 78259[1]. Compliance and Reporting - The report is not intended to be filed under the Securities Exchange Act of 1934, indicating a focus on transparency[5]. - The report is part of the company's ongoing compliance with SEC regulations[5]. - The company has not indicated that it is an emerging growth company, which may affect its reporting requirements[3]. Financial Statements - The financial statements and exhibits related to the report are included in the filing[6]. Management - Bruce Lewis serves as the Controller for Biglari Holdings Inc., signing off on the report[7].

[Part I – Financial Information](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported significant net losses for Q2 and H1 2024, driven by unrealized investment losses which reduced total assets and equity Consolidated Balance Sheet Summary (in thousands) | Account | June 30, 2024 (Unaudited) | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$809,053** | **$849,422** | | Total Current Assets | $151,154 | $152,551 | | Investment Partnerships | $158,731 | $199,103 | | **Total Liabilities** | **$239,874** | **$250,092** | | **Total Shareholders' Equity** | **$569,179** | **$599,330** | Consolidated Earnings Summary (in thousands) | Metric | Q2 2024 (Unaudited) | Q2 2023 | First Six Months 2024 (Unaudited) | First Six Months 2023 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $91,141 | $93,540 | $180,592 | $183,716 | | Investment Partnership (Losses) Gains | $(79,890) | $(7,496) | $(57,905) | $65,092 | | **Net (Loss) Earnings Attributable to BH** | **$(48,190)** | **$1,936** | **$(25,611)** | **$66,822** | | Net (Loss) Earnings per Class A Share | $(171.89) | $6.64 | $(90.80) | $229.00 | Consolidated Cash Flow Summary - First Six Months (in thousands) | Cash Flow Activity | 2024 (Unaudited) | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $20,910 | $31,518 | | Net cash used in investing activities | $(19,586) | $(28,474) | | Net cash used in financing activities | $(2,691) | $(9,478) | | **Decrease in cash, cash equivalents and restricted cash** | **$(1,374)** | **$(6,336)** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail a decentralized operating structure with centralized financial decisions and highlight the equity method for investments as a source of earnings volatility - Biglari Holdings operates as a holding company with diverse subsidiaries and centralized investment decisions made by Chairman and CEO Sardar Biglari, who holds a **beneficial voting interest of approximately 71.5%** as of June 30, 2024[19](index=19&type=chunk) - The company accounts for its limited partnership interests using the equity method, which is a **primary source of volatility** in its consolidated earnings due to unrealized gains and losses[27](index=27&type=chunk)[31](index=31&type=chunk) - During the second quarter of 2024, the company recorded a **goodwill impairment charge of $1,000** related to its Western Sizzlin reporting unit[40](index=40&type=chunk) Restaurant Operations Revenues - First Six Months (in thousands) | Revenue Source | 2024 | 2023 | | :--- | :--- | :--- | | Net sales | $79,550 | $76,418 | | Franchise partner fees | $35,907 | $36,982 | | Franchise royalties and fees | $7,092 | $8,383 | | Other | $3,922 | $3,837 | | **Total** | **$126,471** | **$125,620** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20%28MD&A%29) Management attributes the net loss to non-operating investment partnership losses, which overshadowed positive results from operating businesses - Management states that investment and derivative gains/losses, a major source of earnings volatility, are **generally meaningless for analytical purposes** in understanding the company's results[126](index=126&type=chunk) Disaggregation of Net Earnings (Loss) - After Tax (in thousands) | Category | Q2 2024 | Q2 2023 | First Six Months 2024 | First Six Months 2023 | | :--- | :--- | :--- | :--- | :--- | | **Total operating businesses** | **$18,842** | **$12,342** | **$24,937** | **$21,983** | | Goodwill impairment | $(1,000) | $— | $(1,000) | $— | | Corporate and other | $(3,125) | $(5,243) | $(5,121) | $(8,241) | | Investment partnership (losses) gains | $(60,748) | $(5,499) | $(43,600) | $50,530 | | Investment (losses) gains | $(2,159) | $276 | $(827) | $3,141 | | **Net (Loss) Earnings** | **$(48,190)** | **$1,876** | **$(25,611)** | **$67,413** | Financial Condition Summary (in thousands) | Item | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $26,897 | $28,066 | | Investments | $93,619 | $91,879 | | Fair value of interest in investment partnerships | $482,051 | $472,772 | | **Total cash and investments** | **$602,567** | **$592,717** | [Restaurants Segment](index=27&type=section&id=Restaurants%20Segment) The restaurant segment's profitability declined due to lower franchise fees and higher costs, despite an increase in same-store sales - Net sales for the restaurant segment increased 3.3% in Q2 2024, primarily driven by a **7.0% increase in Steak n Shake's same-store sales**[93](index=93&type=chunk) - Labor costs as a percentage of net sales at company-operated restaurants **increased from 30.8% to 31.8%** year-over-year, mainly due to an increase in store-level managers[96](index=96&type=chunk) Restaurant Store Count Change | Period | Company-Operated | Franchise Partner | Traditional Franchise | Total | | :--- | :--- | :--- | :--- | :--- | | **June 30, 2023** | **167** | **177** | **138** | **521** | | **June 30, 2024** | **142** | **182** | **120** | **477** | | Change | (25) | 5 | (18) | (44) | [Insurance Segment](index=30&type=section&id=Insurance%20Segment) The insurance segment's pre-tax earnings decreased due to a significantly lower underwriting gain, driven by a higher loss ratio at its First Guard subsidiary - First Guard's loss ratio **increased significantly to 64.9%** in Q2 2024 from 46.2% in Q2 2023, contributing to the lower underwriting gain[107](index=107&type=chunk) Pre-tax Underwriting Gain (Loss) (in thousands) | Subsidiary | Q2 2024 | Q2 2023 | First Six Months 2024 | First Six Months 2023 | | :--- | :--- | :--- | :--- | :--- | | First Guard | $1,331 | $3,155 | $2,131 | $5,017 | | Southern Pioneer | $(785) | $(451) | $(726) | $(562) | | **Total** | **$546** | **$2,704** | **$1,405** | **$4,455** | [Oil and Gas Segment](index=33&type=section&id=Oil%20and%20Gas%20Segment) The Oil and Gas segment's earnings surged due to a significant one-time gain on the sale of undeveloped reserves - During the first six months of 2024, Abraxas Petroleum recorded a **gain of $16,646** from selling undeveloped reserves to an unaffiliated party[116](index=116&type=chunk) Oil and Gas Segment Earnings (in thousands) | Line Item | Q2 2024 | Q2 2023 | First Six Months 2024 | First Six Months 2023 | | :--- | :--- | :--- | :--- | :--- | | Oil and gas revenues | $8,671 | $10,741 | $18,181 | $22,964 | | Gain on sale of properties | $16,165 | $— | $16,646 | $— | | **Earnings before income taxes** | **$17,351** | **$2,890** | **$18,817** | **$4,993** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has determined that this section is not applicable for this reporting period - The company states that this item is **'Not applicable'**[141](index=141&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - The Chief Executive Officer and Controller concluded that the company's **disclosure controls and procedures were effective** as of the end of the period covered by this report[141](index=141&type=chunk) - There were **no changes in internal control over financial reporting** during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[141](index=141&type=chunk) [Part II – Other Information](index=39&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) Management does not expect the ultimate liability from pending legal matters to have a material effect on the company's financial position or results - Information regarding legal proceedings is incorporated by reference from **Note 13** to the Consolidated Financial Statements[142](index=142&type=chunk) - Note 13 states that the ultimate liability from pending legal proceedings and claims is **not likely to have a material effect** on the company's results of operations, financial position, or cash flow[72](index=72&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2023 Annual Report on Form 10-K - **No material changes** from the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023, were reported[143](index=143&type=chunk) [Other Part II Items](index=39&type=section&id=Other%20Part%20II%20Items) This section confirms no unregistered equity sales or defaults occurred and lists the exhibits filed with the report, including required certifications - The company reported **'None'** for Item 2 (Unregistered Sales of Equity Securities), Item 3 (Defaults Upon Senior Securities), and Item 5 (Other Information)[143](index=143&type=chunk) - Item 6 lists the exhibits filed, including **CEO and CFO certifications** pursuant to the Sarbanes-Oxley Act of 2002 and Interactive Data Files[145](index=145&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): May 10, 2024 | --- | --- | |----------------------------------------------------------------------------------------|-----------------------------------------| | (Exact Name of Registrant as Specified in Charter) \nIndiana 001-38477 | 82-3784946 | | (State or Other Jurisdic ...

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ | --- | --- | --- | |----------------------------------------------------------------------|-----------------------------------------|-------------------------------------------------------| | | | | | (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) | | 19100 Ridgewood Parkway Suite 1200 | | | | San Antonio, Texas | | 78259 | | (Address of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Indiana 82-3784946 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) Title of each class Trading Symbols Name of each exchange on which registered Class A Common Stock, no par value BH.A New York Stock Exchange Class B Common Stock, no par value BH New York Stock Exchange Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incenti ...

| --- | --- | --- | |----------------------------|---------------------|-------------------------------------------------------| | Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | | Class A common stock | BH.A | New York Stock Exchange | | Class B common stock | BH | New York Stock Exchange | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial account ...

San Antonio, TX, Feb. 24, 2024 /PRNewswire/ -- Biglari Holdings Inc.'s (NYSE: BH.A; BH) 2023 Annual Report to the shareholders has been posted on the Internet, where it can be accessed at www.biglariholdings.com. The report includes Sardar Biglari's annual letter to shareholders. Biglari Holdings Inc.'s earnings for the fourth quarter and full year of 2023 and 2022 are summarized below.  To become fully apprised of our results, shareholders should carefully study our 10-K, which has been posted at www.bigla ...

OLDWICK, N.J.--(BUSINESS WIRE)--AM Best has affirmed the Financial Strength Rating of A (Excellent) and the Long-Term Issuer Credit Rating of “a+” (Excellent) of First Guard Insurance Company (First Guard) (Scottsdale, AZ). The outlook of these Credit Ratings (ratings) is stable. First Guard is a subsidiary of Biglari Holdings Inc. [NYSE: BH]. The ratings reflect First Guard’s balance sheet strength, which AM Best assesses as very strong, as well as its strong operating performance, neutral business profil ...

FORM 10-Q ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 BIGLARI HOLDINGS INC. (Exact name of registrant as specified in its charter) | --- | --- | --- | |----------------------------------------------------------------------|----------------------------------------------------|-------------------------------------------------------| | 19100 Ridgewood Parkway, Suite \nSan Antonio, Texas | 1200 | 78259 | | (Address of principal executive offices) | | (Zip Code) | | ...