| --- | --- | --- | |----------------------------|---------------------|-------------------------------------------------------| | 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 ...

Table of Contents | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |--------------------------------------|-------|--------|--------|---------|--------|----------|--------------------|--------|---------| | | | 2023 | Second | Quarter | \n2022 | Revenues | First Six \n2023 | Months | 2022 | | Operating Businesses: | | | | | | | | | | | Restaurant Operations: | | | | | | | | | | | Steak n Shake | $ | 61,577 | | $ | 57,742 | $ | 120,064 | $ | 115,495 | | Western Sizzlin | | 2,914 | | | 2,582 | | 5 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarterly period ended March 31, 2023 FORM 10-Q or BIGLARI HOLDINGS INC. (Exact name of registrant as specified in its charter) Indiana 82-3784946 | --- | --- | --- | |----------------------------------------------------------------------|----------------------------------------------------------|-------------------------------------------------------| | | | | | (State or other jurisdiction of incorporation) | | (I.R.S. Employer ...

The following table presents shares authorized, issued, and outstanding. | --- | --- | --- | --- | --- | --- | --- | |---------------------------------------------|----------------------|--------------------------|----------------------|--------------------------|----------------------|------------------------| | | December \nClass A | 31, 2022 \nClass B | December \nClass A | 31, 2021 \nClass B | December \nClass A | 31, 2020 \nClass B | | Common stock authorized | 500,000 | 10,000,000 | 500,000 | 10,000,0 ...

[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) This section presents Biglari Holdings Inc.'s unaudited consolidated financial statements for Q3 and the first nine months of 2022, including balance sheets, earnings, cash flows, and notes [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to $862.1 million from $894.8 million, mainly due to lower investment partnership values, while total shareholders' equity declined to $545.4 million Consolidated Balance Sheets (in thousands) | Account | Sep 30, 2022 (Unaudited) | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$862,145** | **$894,807** | | Cash and cash equivalents | $64,842 | $42,349 | | Investment partnerships | $144,864 | $250,399 | | **Total Liabilities** | **$316,737** | **$307,111** | | Line of credit | $30,000 | $— | | **Total Shareholders' Equity** | **$545,408** | **$587,696** | [Consolidated Statements of Earnings](index=5&type=section&id=Consolidated%20Statements%20of%20Earnings) The company reported a Q3 2022 net income of $32.0 million, a turnaround from a $10.7 million loss, driven by investment partnership gains, but a nine-month net loss of $42.1 million Consolidated Statements of Earnings (in thousands) | Metric | Q3 2022 (Unaudited) | Q3 2021 (Unaudited) | First Nine Months 2022 (Unaudited) | First Nine Months 2021 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$92,034** | **$82,083** | **$269,773** | **$267,158** | | Restaurant operations | $59,437 | $59,144 | $179,608 | $196,424 | | Investment partnership gains (losses) | $29,658 | $(20,231) | $(82,244) | $27,344 | | **Net Earnings (Loss) Attributable to BH** | **$32,005** | **$(10,669)** | **$(42,073)** | **$40,301** | | **Net Earnings (Loss) per Class A Share** | **$109.13** | **$(33.74)** | **$(140.30)** | **$125.79** | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities decreased to $99.8 million, while investing activities used $102.5 million due to an acquisition, and financing provided $25.4 million from a new credit line Consolidated Statements of Cash Flows (in thousands) | Activity | First Nine Months 2022 (Unaudited) | First Nine Months 2021 (Unaudited) | | :--- | :--- | :--- | | Net cash provided by operating activities | $99,754 | $211,245 | | Net cash used in investing activities | $(102,464) | $(55,782) | | Net cash provided by (used in) financing activities | $25,353 | $(154,586) | | **Increase in cash** | **$22,493** | **$792** | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, business segments, the Abraxas Petroleum acquisition, and the significant impact of investment partnerships on earnings - On September 14, 2022, the company acquired Abraxas Petroleum Corporation for **$80 million**, funded by working capital and a line of credit, now a consolidated entity[26](index=26&type=chunk) - Investment partnerships generated a pre-tax gain of **$29.7 million** in Q3 2022 versus a loss of **$20.2 million** in Q3 2021, but recorded a pre-tax loss of **$82.2 million** for the first nine months of 2022 compared to a gain of **$27.3 million** in the prior year[43](index=43&type=chunk) Segment Revenue (in thousands) | Segment Revenue | Q3 2022 | Q3 2021 | | :--- | :--- | :--- | | Restaurant Operations | $59,437 | $59,144 | | Insurance Operations | $16,312 | $14,723 | | Oil and Gas Operations | $14,380 | $7,353 | | Maxim (Licensing/Media) | $1,905 | $863 | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=26&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20%28MD%26A%29) Management discusses performance by segment, financial condition, liquidity, and cash flow changes, including the Abraxas Petroleum acquisition and new line of credit - The company's net earnings are highly volatile due to the significant impact of investment partnership gains and losses, which are recorded in the income statement[107](index=107&type=chunk)[138](index=138&type=chunk) - On September 13, 2022, the company entered into a new **$30 million** revolving line of credit, fully drawn as of September 30, 2022, to help fund the Abraxas Petroleum acquisition[63](index=63&type=chunk)[152](index=152&type=chunk) [Results of Operations by Segment](index=27&type=section&id=Results%20of%20Operations%20by%20Segment) Segment performance review shows a shift in restaurant revenue to franchise fees, lower insurance underwriting gains, significant growth in oil and gas, and increased licensing revenue - The restaurant segment is transitioning to a franchise partner model, increasing 'Franchise partner fees' while decreasing 'Net sales', with **171 franchise partner units** as of September 30, 2022, up from 140 a year prior[110](index=110&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) Segment Pre-Tax Earnings (Loss) (in thousands) | Segment Pre-Tax Earnings (Loss) | Q3 2022 | Q3 2021 | | :--- | :--- | :--- | | Restaurant Operations | $4,333 | $(2,712) | | Insurance Operations | $3,092 | $3,842 | | Oil and Gas Operations | $7,241 | $2,982 | | Maxim (Licensing/Media) | $1,534 | $(56) | - First Guard's insurance underwriting gain decreased in Q3 and the first nine months of 2022 due to a higher loss ratio of **52.8%** in Q3 2022 versus 46.5% in Q3 2021, while Southern Pioneer swung to an underwriting loss[127](index=127&type=chunk)[128](index=128&type=chunk) - The Oil and Gas segment's earnings before tax increased to **$7.2 million** in Q3 2022 from **$3.0 million** in Q3 2021, driven by higher commodity prices and the contribution from the newly acquired Abraxas Petroleum[101](index=101&type=chunk)[131](index=131&type=chunk)[133](index=133&type=chunk) [Financial Condition and Liquidity](index=36&type=section&id=Financial%20Condition%20and%20Liquidity) The company maintains significant liquidity despite a decrease in cash and investments to $279.7 million due to investment partnership losses, and operating cash flow declined due to lower distributions Total Cash and Investments (Fair Value, in thousands) | Account | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $64,842 | $42,349 | | Investments | $70,032 | $83,061 | | Fair value of interest in investment partnerships | $338,314 | $474,201 | | **Total cash and investments** | **$473,188** | **$599,611** | - Net cash from operating activities decreased to **$99.7 million** in the first nine months of 2022 from **$211.2 million** in 2021, mainly because distributions from investment partnerships fell to **$51.2 million** from **$172.4 million**[149](index=149&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=38&type=section&id=Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risk from concentrated equity investments, with a 10% price change impacting carrying value by $21.5 million, and commodity price risk in oil and gas operations - The company holds concentrated equity positions through its investment partnerships, where a significant decline in the stock market or these specific investments could lead to a large net loss[158](index=158&type=chunk) - A hypothetical **10%** change in the market price of the company's investments would result in a corresponding change in carrying value of **$21.5 million**[159](index=159&type=chunk) - The oil and natural gas business is exposed to commodity price fluctuations, where a material decline in crude oil or natural gas prices could have a material adverse effect on operations[161](index=161&type=chunk) [Controls and Procedures](index=38&type=section&id=Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting - 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[162](index=162&type=chunk) [Part II – Other Information](index=39&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Other Information](index=39&type=section&id=Item%201.%20Legal%20Proceedings) This section covers other required disclosures, including legal proceedings referenced in Note 13, and confirms no material changes to risk factors or unregistered equity sales - Information regarding legal proceedings is incorporated by reference from Note 13 to the Consolidated Financial Statements[165](index=165&type=chunk) - There have been no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2021[166](index=166&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number 001-38477 BIGLARI HOLDINGS INC. (Exact name of registrant as specified in its charter) Indiana 82-3784946 | --- | --- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number 001-38477 BIGLARI HOLDINGS INC. (Exact name of registrant as specified in its charter) Indiana 82-3784946 | --- | --- ...

Part I – Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements for the period ended June 30, 2021, show total assets decreased to **$933.9 million**, net earnings for the first six months turned around to **$51.0 million**, and **$187.2 million** in operating cash flow was generated for debt repayment [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2021, total assets decreased to **$933.9 million** due to lower investment partnership values, while total liabilities significantly decreased to **$320.4 million** due to debt repayment, leading to an increase in shareholders' equity to **$613.5 million** Consolidated Balance Sheets (in thousands) | | June 30, 2021 (Unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$933,895** | **$1,017,968** | | Total Current Assets | $152,279 | $147,778 | | Investment Partnerships | $311,878 | $419,550 | | **Total Liabilities** | **$320,403** | **$453,140** | | Total Current Liabilities | $141,926 | $288,447 | | **Total Shareholders' Equity** | **$613,492** | **$564,828** | [Consolidated Statements of Earnings](index=5&type=section&id=Consolidated%20Statements%20of%20Earnings) For Q2 2021, the company reported a net loss of **$20.7 million** due to investment partnership losses, while the first six months saw net earnings of **$51.0 million**, a significant improvement from the prior year, despite a decrease in total revenues to **$185.1 million** Consolidated Statements of Earnings (in thousands) | (in thousands) | Q2 2021 (Unaudited) | Q2 2020 | First Six Months 2021 (Unaudited) | First Six Months 2020 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$90,787** | **$96,502** | **$185,075** | **$232,202** | | Restaurant operations | $67,326 | $78,764 | $137,280 | $192,908 | | Investment partnership gains (losses) | ($34,191) | $59,248 | $47,575 | ($116,494) | | **Net Earnings (Loss)** | **($20,737)** | **$42,466** | **$50,970** | **($95,419)** | | **Net Earnings (Loss) per equivalent Class A share** | **($64.04)** | **$121.51** | **$158.06** | **($275.04)** | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly increased to **$187.2 million** for the first six months of 2021, primarily from investment partnership distributions, while net cash used in financing activities rose to **$153.1 million** due to substantial debt repayment Consolidated Statements of Cash Flows (in thousands) | (in thousands) | First Six Months 2021 (Unaudited) | First Six Months 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $187,208 | $98,685 | | Net cash used in investing activities | ($32,839) | ($103,360) | | Net cash used in financing activities | ($153,136) | ($24,156) | | **Increase (decrease) in cash** | **$1,209** | **($28,834)** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's diversified holding structure, the significant impact of investment partnerships, the acquisition of Southern Pioneer Insurance, segment revenue and earnings, and the full repayment of the Steak n Shake credit facility - Biglari Holdings operates as a diversified holding company across insurance, media, restaurants, and oil and gas, with all major investment decisions made by **Chairman and CEO Sardar Biglari**[15](index=15&type=chunk) - The company fully repaid Steak n Shake's **$152.5 million** term loan on February 19, 2021[51](index=51&type=chunk) Revenue by Segment (in thousands) | (in thousands) | Q2 2021 | Q2 2020 | First Six Months 2021 | First Six Months 2020 | | :--- | :--- | :--- | :--- | :--- | | **Revenue by Segment** | | | | | | Restaurant Operations | $67,326 | $78,764 | $137,280 | $192,908 | | Insurance Operations | $14,387 | $14,605 | $29,006 | $24,279 | | Southern Oil | $8,365 | $2,151 | $16,957 | $13,525 | | Maxim | $709 | $982 | $1,832 | $1,490 | | **Total Revenue** | **$90,787** | **$96,502** | **$185,075** | **$232,202** | Earnings (Loss) Before Income Taxes (in thousands) | (in thousands) | Q2 2021 | Q2 2020 | First Six Months 2021 | First Six Months 2020 | | :--- | :--- | :--- | :--- | :--- | | **Earnings (Loss) Before Income Taxes** | | | | | | Total Operating Businesses | $11,249 | ($787) | $22,575 | ($4,464) | | Investment partnership gains (losses) | ($34,191) | $59,248 | $47,575 | ($116,494) | | **Total Earnings (Loss) Before Income Taxes** | **($26,935)** | **$57,230** | **$66,788** | **($124,485)** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's financial performance for the first six months of 2021 shows improved operating business contributions of **$17.1 million** to net earnings, though overall results remain significantly influenced by volatile investment partnership gains of **$36.5 million**, alongside the strategic repayment of the **$152.5 million** Steak n Shake term loan [Restaurants](index=24&type=section&id=Restaurants) The restaurant segment's strategic shift to a franchise partner model led to a **40.1%** decrease in net sales but a significant increase in franchise fees, resulting in a turnaround to **$9.2 million** in pre-tax earnings for the first six months of 2021 Store Type (Number of Stores) | Store Type | Dec 31, 2020 (Number of Stores) | June 30, 2021 (Number of Stores) | Change (Number of Stores) | | :--- | :--- | :--- | :--- | | **Steak n Shake** | | | | | Company-operated | 276 | 230 | (46) | | Franchise Partner | 86 | 131 | +45 | | Traditional Franchise | 194 | 186 | (8) | | **Western Sizzlin** | | | | | Company-operated | 3 | 3 | 0 | | Franchise | 39 | 38 | (1) | | **Total Stores** | **598** | **588** | **(10)** | - Revenue decrease from company-operated restaurants is primarily due to the strategic shift to franchise partner units, altering revenue recognition[98](index=98&type=chunk) - As of June 30, 2021, **49** of the **230** company-operated Steak n Shake stores were temporarily closed[92](index=92&type=chunk) [Insurance](index=27&type=section&id=Insurance) Insurance operations, including First Guard and Southern Pioneer, showed improved results for the first six months of 2021, with pre-tax underwriting gain increasing to **$6.2 million** and total premiums written growing **23%** to **$27.3 million** Insurance Performance (in thousands) | (in thousands) | First Six Months 2021 | First Six Months 2020 | | :--- | :--- | :--- | | Premiums written | $27,265 | $22,163 | | Pre-tax underwriting gain | $6,204 | $4,587 | | Contribution to net earnings | $5,917 | $4,615 | - First Guard's pre-tax underwriting gain for the first six months of 2021 was **$5.1 million**, an increase from **$4.9 million** in 2020[110](index=110&type=chunk) - Southern Pioneer, acquired in March 2020, achieved a pre-tax underwriting gain of **$1.1 million** for the first six months of 2021, reversing a prior-year loss[113](index=113&type=chunk) [Oil and Gas](index=29&type=section&id=Oil%20and%20Gas) The Southern Oil segment experienced a strong recovery in the first six months of 2021, with revenue increasing to **$17.0 million** and earnings before income taxes turning around significantly to **$6.1 million** due to higher commodity prices Oil and Gas Performance (in thousands) | (in thousands) | First Six Months 2021 | First Six Months 2020 | | :--- | :--- | :--- | | Oil and gas revenue | $16,957 | $13,525 | | Earnings before income taxes | $6,065 | $763 | | Contribution to net earnings | $4,691 | $889 | - Performance improvement is linked to the recovery in crude oil prices that began in mid-2020 following the COVID-19 pandemic's initial impact[118](index=118&type=chunk) [Investment Gains and Investment Partnership Gains](index=30&type=section&id=Investment%20Gains%20and%20Investment%20Partnership%20Gains) Investment partnership results are a highly volatile and significant component of overall earnings, contributing a **$36.5 million** gain in the first six months of 2021, reversing a prior-year loss, despite a **$26.2 million** loss in Q2 2021 Investment Partnership Gains (Losses) (in thousands) | Contribution to Net Earnings (in thousands) | Q2 2021 | Q2 2020 | First Six Months 2021 | First Six Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Investment partnership gains (losses) | ($26,195) | $45,365 | $36,454 | ($88,994) | - The company does not consider quarterly or annual investment fluctuations meaningful for understanding its core operating business results[125](index=125&type=chunk) [Financial Condition and Liquidity](index=31&type=section&id=Financial%20Condition%20and%20Liquidity) The company maintains strong liquidity with **$436.2 million** in cash and investments, generating **$187.2 million** in operating cash flow primarily from investment partnership distributions, which facilitated the full repayment of Steak n Shake's **$152.5 million** term loan - The company fully repaid Steak n Shake's outstanding term loan balance of **$152.5 million** on February 19, 2021[136](index=136&type=chunk)[127](index=127&type=chunk) - Increased cash from operating activities was mainly due to **$158.1 million** in investment partnership distributions in H1 2021, primarily utilized for debt repayment[134](index=134&type=chunk) Cash and Investments (Fair Value, in thousands) | (in thousands) | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | $28,212 | $24,503 | | Investments | $96,094 | $94,861 | | Fair value of interest in investment partnerships | $551,942 | $590,926 | | **Total cash and investments (Fair Value)** | **$676,248** | **$710,290** | [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk stems from equity investments, where a **10%** price change would alter carrying value by **$40.8 million**, alongside commodity price risk in Southern Oil operations, while foreign currency risk remains minimal - The company's main market risk is from equity investments, where a hypothetical **10%** price change would alter carrying value by **$40.8 million**[142](index=142&type=chunk) - Southern Oil's earnings are significantly impacted by fluctuations in oil and gas commodity prices[143](index=143&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) The Chief Executive Officer and Controller concluded that the company's disclosure controls and procedures were effective as of June 30, 2021, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Controller affirmed the effectiveness of the company's disclosure controls and procedures as of June 30, 2021[144](index=144&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2021[145](index=145&type=chunk) Part II – Other Information [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) Shareholder class action lawsuits filed in 2018 against the company and its Board of Directors were dismissed, with the dismissal affirmed on appeal and further review denied by the Indiana Supreme Court, concluding all cases in the company's favor - Shareholder class action lawsuits filed in 2018 alleging breach of fiduciary duty were dismissed, with the dismissal affirmed on appeal and further review denied by the Indiana Supreme Court, concluding all cases in the company's favor[69](index=69&type=chunk)[70](index=70&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2020 - No material changes have occurred from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2020[147](index=147&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2021, The Lion Fund II, L.P., an affiliated purchaser, acquired shares of the company's common stock through open market transactions without a publicly announced repurchase plan Common Stock Purchases by Affiliated Purchaser | Period | Total Class A Shares Purchased (Number of Shares) | Avg. Price Paid per Share (Class A) (USD) | Total Class B Shares Purchased (Number of Shares) | Avg. Price Paid per Share (Class B) (USD) | | :--- | :--- | :--- | :--- | :--- | | May 1 - May 31, 2021 | 895 | $778.74 | 19,311 | $149.07 | | June 1 - June 30, 2021 | 3,391 | $871.76 | — | — | | **Total** | **4,286** | | **19,311** | | - The Lion Fund II, L.P., an affiliated purchaser, acquired Class A and Class B common stock through open market transactions between May 11, 2021, and June 16, 2021[148](index=148&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[151](index=151&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[151](index=151&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[151](index=151&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including certifications by principal executive and financial officers and Interactive Data Files (XBRL) - Filed exhibits include CEO and Controller certifications under Sarbanes-Oxley Act Sections 302 and 906, along with Interactive Data Files[152](index=152&type=chunk)