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): August 8, 2025 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 Principal Executive Offices) (Zip Code) BIGLARI HOLDINGS INC. (Exact Nam ...

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, 2025 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 (State or ot ...

[Introduction and Filing Details](index=1&type=section&id=Introduction%20and%20Filing%20Details) Provides foundational information about Biglari Holdings Inc. and the administrative details of the filing [Registrant Information](index=1&type=section&id=Registrant%20Information) Identifies Biglari Holdings Inc.'s corporate details, SEC filing identifiers, stock listings, and emerging growth status Registrant Details | Detail | Value | | :--- | :--- | | Company Name | BIGLARI HOLDINGS INC. | | Jurisdiction of Incorporation | Indiana | | Commission File Number | 001-38477 | | IRS Employer Identification No. | 82-3784946 | | Principal Executive Offices | 19100 Ridgewood Parkway, Suite 1200, San Antonio, Texas 78259 | | Telephone Number | (210) 344-3400 | | Class A common stock Trading Symbol | BH.A | | Class B common stock Trading Symbol | BH | | Exchange | New York Stock Exchange | - The registrant is not an emerging growth company[3](index=3&type=chunk) [Current Report Items](index=2&type=section&id=Current%20Report%20Items) Outlines the specific items reported in the Form 8-K, including financial results and accompanying exhibits [Item 2.02. Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) Biglari Holdings Inc. announced Q1 2025 financial results via press release, subject to specific incorporation disclaimers - Biglari Holdings Inc. issued a press release on May 9, 2025, announcing financial results for its first quarter, which ended March 31, 2025[4](index=4&type=chunk) - The press release (Exhibit 99.1) is incorporated by reference but is not deemed 'filed' for Section 18 liabilities and requires explicit future incorporation for other filings[4](index=4&type=chunk)[5](index=5&type=chunk) [Item 9.01. Financial Statements and Exhibits](index=2&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) Details the exhibits for the Form 8-K filing, including the Q1 financial results press release and interactive data Exhibits | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release issued by the Company on May 9, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signature](index=3&type=section&id=SIGNATURE) Provides the official authorization and signatory details for the Form 8-K filing [Authorization and Signatory](index=3&type=section&id=Authorization%20and%20Signatory) Confirms the Form 8-K was signed on May 9, 2025, by Bruce Lewis, Controller of Biglari Holdings Inc. - The Current Report on Form 8-K was signed on May 9, 2025, by Bruce Lewis, Controller of Biglari Holdings Inc., as duly authorized under the Securities Exchange Act of 1934[9](index=9&type=chunk)[10](index=10&type=chunk)

Financial Performance - For the first quarter of 2025, Biglari Holdings reported net earnings of $(33,275) thousand, a significant decline from net earnings of $22,579 thousand in the same period of 2024[109]. - The total operating businesses generated earnings of $7,439 thousand in Q1 2025, a substantial increase from $4,099 thousand in Q1 2024[109]. - Investment partnership losses amounted to $(39,426) thousand in Q1 2025, contrasting with gains of $17,148 thousand in Q1 2024, indicating a significant downturn in investment performance[109]. - Investment partnership losses for Q1 2025 were $49,592 million, a stark contrast to gains of $21,985 million in Q1 2024, indicating significant volatility[145]. - Corporate and other net losses increased to $3,289 million in Q1 2025 from $1,996 million in Q1 2024[150]. - Cash and cash equivalents decreased to $28,664 million as of March 31, 2025, down from $30,709 million at the end of 2024[153]. - Net cash provided by operating activities fell to $15,795 million in Q1 2025, down from $19,125 million in Q1 2024, a decrease of $3,330 million[155]. - The company had net borrowings of $3,400 million on its lines of credit in Q1 2025, with no activity reported in Q1 2024[157]. Revenue and Sales Growth - Total revenue for the restaurant segment increased to $64,349 thousand in Q1 2025, compared to $61,996 thousand in Q1 2024, driven by net sales growth[113]. - Steak n Shake's same-store sales increased by 3.9% in Q1 2025, although customer traffic at company-operated units declined[114]. - Total oil and gas revenues for the first quarter of 2025 increased to $9,930 million, up from $9,510 million in 2024, representing a growth of 4.4%[135]. - Contribution to net earnings from oil and gas operations surged to $8,298 million in Q1 2025, compared to $1,149 million in Q1 2024, reflecting a significant increase of 620.5%[135]. - Abraxas Petroleum's oil and gas revenues remained stable at $5,890 million in Q1 2025, slightly up from $5,868 million in Q1 2024[137]. - Southern Oil's revenue rose by $398 million, or 10.9%, to $4,040 million in Q1 2025 compared to $3,642 million in Q1 2024[140]. - Licensing and media revenues increased dramatically to $1,407 million in Q1 2025 from $212 million in Q1 2024, marking a rise of 661.7%[142]. Cost and Expenses - The cost of food at company-operated units increased to $12,464 thousand, representing 30.0% of net sales in Q1 2025, up from 28.3% in Q1 2024[118]. - Labor costs at company-operated restaurants were $13,439 thousand, or 32.3% of net sales in Q1 2025, compared to 32.1% in Q1 2024[119]. Insurance Segment Performance - Premiums written by the insurance segment rose to $19,022 thousand in Q1 2025, up from $16,527 thousand in Q1 2024, reflecting a growth of 9.0%[127]. - First Guard's underwriting gain increased to $1,215 thousand in Q1 2025, compared to $800 thousand in Q1 2024, marking a 51.9% improvement[129]. - Southern Pioneer reported a 29.4% increase in premiums earned, rising to $8,556 thousand in Q1 2025 from $6,612 thousand in Q1 2024[131].

Earnings Announcement - Biglari Holdings Inc. announced its earnings for Q4 and the year ended December 31, 2024, on March 1, 2025[4]. - The press release detailing the earnings is included as an exhibit in the Form 8-K filing[4]. Annual Report - The 2024 Annual Report to shareholders is available online, including Sardar Biglari's annual letter[6].

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 1% 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 earnings of $24,121 thousand in 2024, down from $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]. - Restaurant operations generated revenues of $251,447,000 in 2024, slightly up from $250,857,000 in 2023 [198]. - Oil and gas revenues decreased to $36,945,000 in 2024 from $45,071,000 in 2023, reflecting a decline of approximately 18% [198]. - Licensing and media revenue fell by $1,089 million in 2024 compared to 2023, primarily due to poor performance of a key licensing arrangement [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 17.6% in 2023 [115]. - Interest expense on notes payable and other borrowings rose to $771 million in 2024, compared to $681 million in 2023, indicating increased borrowing costs [149]. Insurance and Underwriting - Underwriting gain for First Guard was $4,038 thousand in 2024, down from $9,492 thousand in 2023 [121]. - Pre-tax underwriting gain decreased to $4,438 million in 2024, down 47.5% from $8,454 million in 2023 [122]. - First Guard's underwriting gain declined by $5,454 million, or 57.5%, in 2024 compared to 2023 due to increased claim severity [124]. - Insurance losses rose to $43,643 million in 2024, compared to $35,668 million in 2023, marking an increase of 22.4% [122]. Assets and Liabilities - Total current assets increased to $170,615,000 in 2024 from $152,551,000 in 2023, representing an increase of about 12% [196]. - Total liabilities rose to $293,172,000 in 2024, up from $250,092,000 in 2023, indicating an increase of approximately 17% [196]. - 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]. Cash Flow - 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]. - 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 used in investing activities increased by $21,308 in 2024, with capital expenditures in the oil and gas business rising by $11,239 due to drilling activities [157]. Investments - The company recorded investment partnership gains of $41,058 thousand in 2024, a significant recovery from a loss of $19,440 thousand in 2023 [205]. - The carrying value of investment partnerships net of deferred taxes increased from $171,207 in 2023 to $184,472 in 2024, reflecting a growth of approximately 7.4% [259]. - The value of investments in investment partnerships was reported at $201,727,000 as of December 31, 2024, compared to $199,103,000 in 2023 [176]. Franchise Operations - Steak n Shake's same-store sales increased by 6.4% at company-operated units in 2024 compared to 2023 [109]. - Franchise partner fees decreased to $70,616 thousand in 2024 from $72,552 thousand in 2023, with 173 franchise partner units as of December 31, 2024 [111]. - The total number of company-operated and franchise restaurants was 458 as of December 31, 2024, down from 492 in 2023 [105]. Impairments and Goodwill - The impairment expense for 2024 was $1,107,000, down from $3,947,000 in 2023, showing a reduction of about 72% [198]. - The company recorded an impairment loss of $1,000 to goodwill in 2024, while no impairment was recorded in 2023 [222]. - 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]. Taxation - The consolidated income tax benefit was $4,395 in 2024 compared to a tax expense of $9,308 in 2023, with an effective tax rate of 26.0% in 2024 versus 9.9% in 2023 [150]. - Federal income tax for 2024 amounted to $2,702 million, an increase from $2,197 million in 2023, reflecting a growth of 23.0% [295]. - The income tax expense for 2024 was reported as a benefit of $4,395 million, contrasting with an expense of $9,308 million in 2023 [295].

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

Financial Performance - Net earnings attributable to Biglari Holdings Inc. shareholders for Q3 2024 were $32,125, compared to a loss of $56,514 in Q3 2023, marking a significant recovery [100]. - Net sales for Q3 2024 were $39,660, an increase of $465 or 1.2% compared to Q3 2023, driven by a 5.4% increase in same-store sales at Steak n Shake [107]. - Total revenue for Q3 2024 was $62,384, up from $61,886 in Q3 2023, reflecting growth in both company-operated and franchise operations [106]. - Investment partnership gains for Q3 2024 were $26,447, a significant recovery from a loss of $68,377 in Q3 2023, contributing positively to overall earnings [100]. - Net sales for the third quarter of 2024 were $82,553, up from $81,780 in 2023, while net sales for the first nine months of 2024 reached $246,811 compared to $242,741 in 2023 [118]. Cost and Expenses - Franchise partner fees decreased to $17,157 in Q3 2024 from $17,622 in Q3 2023, attributed to higher food and labor expenses for franchise partners [109]. - The cost of food at company-operated units was $12,218 or 30.8% of net sales in Q3 2024, compared to $11,888 or 30.3% in Q3 2023, indicating a slight increase in food costs [111]. - Labor costs at company-operated restaurants rose to $13,158 or 33.2% of net sales in Q3 2024, up from $12,192 or 31.1% in Q3 2023, primarily due to an increase in store-level management [112]. - General and administrative expenses for Q3 2024 were $10,355 or 16.6% of total revenue, down from $10,720 or 17.3% in Q3 2023, reflecting improved cost management [113]. - Cost of food as a percentage of net sales increased to 30.4% in Q3 2024 from 28.8% in Q3 2023, while labor costs rose to 27.2% from 26.6% [118]. Operational Metrics - The company operated 468 restaurants as of September 30, 2024, a decrease from 492 restaurants at the end of 2023, due to closures and transitions to franchise operations [102]. - The company recorded no impairment charges in Q3 2024, compared to $752 in Q3 2023, indicating improved performance of its assets [114]. Insurance Operations - Underwriting gain for First Guard in Q3 2024 was $1,366, down from $2,362 in Q3 2023, with a net underwriting gain of $1,800 compared to $1,735 in the same period [120]. - Premiums written by Southern Pioneer increased by $1,817 (9.0%) in 2024 compared to 2023, with a loss ratio of 47.9% in Q3 2024 versus 60.5% in Q3 2023 [126]. - Total other income for the insurance operations was $845 in Q3 2024, down from $1,155 in Q3 2023 [123]. - Net investment income for the insurance operations was $645 in Q3 2024, compared to $658 in Q3 2023 [128]. - Pre-tax underwriting gain for the first nine months of 2024 was $3,683, down from $6,651 in the same period of 2023 [123]. Cash Flow and Investments - Total cash and investments as of September 30, 2024, amounted to $624,382 million, an increase from $592,717 million at the end of 2023 [147]. - Net cash provided by operating activities for the first nine months of 2024 was $31,665 million, down 34.9% from $48,676 million in the same period of 2023 [149]. - Cash used in investing activities decreased by $21,310 million in 2024 compared to 2023, primarily due to a decrease in investments [150]. Debt and Credit - Interest expense on notes payable for Q3 2024 was $275 million, a slight increase from $262 million in Q3 2023 [144]. - Biglari Holdings' line of credit was increased to $35 million as of September 13, 2024, maturing on September 13, 2026 [151]. - The balance of the line of credit was $9 million on September 30, 2024, with no balance on December 31, 2023 [151]. - The interest rates on the line of credit were 7.71% and 8.06% as of September 30, 2024, and December 31, 2023, respectively [151]. - Western Sizzlin had an available line of credit of $500,000 with no debt outstanding as of September 30, 2024, and December 31, 2023 [152]. Accounting and Controls - There have been no material changes to critical accounting policies since the annual report for the year ended December 31, 2023 [153]. - No recently issued accounting pronouncements were applicable for the Quarterly Report on Form 10-Q [154]. - Disclosure controls and procedures were deemed effective as of September 30, 2024 [158]. - There were no changes in internal control over financial reporting that materially affected the company during the quarter ended September 30, 2024 [159]. - There have been no material changes in risk factors since the previous annual report for the year ended December 31, 2023 [160]. Oil and Gas Operations - Oil and gas revenues for Q3 2024 were $9,574 million, down 21.1% from $12,159 million in Q3 2023 [131]. - Oil and gas production costs increased to $4,425 million in Q3 2024 from $3,771 million in Q3 2023, representing a 17.3% rise [131]. - Contribution to net earnings for Q3 2024 was $599 million, a significant decrease of 95.9% compared to $14,631 million in Q3 2023 [131]. - Abraxas Petroleum recorded a gain of $16,700 million from selling undeveloped reserves during the first nine months of 2024 [132]. - Investment gains net of tax for Q3 2024 were $3,706 million, compared to losses of $3,710 million in Q3 2023 [138].

Financial Results - Biglari Holdings Inc. reported its financial results for Q2 and the first six months ending June 30, 2024[4] - The press release detailing the financial results was issued on August 9, 2024[4] - The financial results include key metrics that are incorporated in the press release attached as Exhibit 99.1[4] Company Information - The company is listed on the New York Stock Exchange under the trading symbols BH.A and BH[2] - The company has not indicated that it is an emerging growth company[3] Report Details - The report is not deemed "filed" under the Securities Exchange Act of 1934, and the information is not incorporated by reference into any future filings unless explicitly stated[5] - The report was signed by Bruce Lewis, the Controller of Biglari Holdings Inc.[7]

Financial Performance - Net sales for Q2 2024 were $40,815 million, a 3.3% increase from Q2 2023, while first six months sales reached $79,550 million, up 4.1% year-over-year[93]. - Franchise partner fees decreased to $18,149 million in Q2 2024 from $19,070 million in Q2 2023, with a total of $35,907 million for the first six months of 2024 compared to $36,982 million in 2023[94]. - Franchise royalties and fees fell to $3,615 million in Q2 2024 from $4,125 million in Q2 2023, totaling $7,092 million for the first six months of 2024 versus $8,383 million in 2023[95]. - Other income decreased to $2,442 million in 2024 from $4,301 million in 2023, with notable property sales contributing to the previous year's figures[98]. - Total other income for the first six months of 2024 was $2,691 million, an increase from $2,300 million in the first six months of 2023, showing a growth of 17.0%[106]. Cost and Expenses - Cost of food as a percentage of net sales increased to 30.3% in Q2 2024 from 29.6% in Q2 2023, while for the first six months, it was 29.3% compared to 29.0% in 2023[96]. - Labor costs represented 31.8% of net sales in Q2 2024, up from 30.8% in Q2 2023, with first six months labor costs at 32.1% compared to 31.3% in 2023[96]. - General and administrative expenses rose to $13,016 million or 20.2% of total revenue in Q2 2024, compared to $10,790 million or 16.7% in Q2 2023[97]. - General and administrative expenses for Q2 2024 were $33 million, down from $54 million in Q2 2023[121]. Impairment and Losses - The company recorded impairment charges of $853 million in Q2 2023, with $107 million in the first six months of 2024 compared to $1,629 million in 2023[97]. - Investment losses net of tax for Q2 2024 were $2,159 million, a significant decline from investment gains of $276 million in Q2 2023, and for the first six months of 2024, losses were $827 million compared to gains of $3,141 million in 2023[123]. - Investment partnership losses for Q2 2024 were $79,890 million, compared to losses of $7,496 million in Q2 2023, and for the first six months of 2024, losses were $57,905 million compared to gains of $65,092 million in 2023[124]. - The total losses and expenses for Southern Pioneer in the second quarter of 2024 were $7,582 million, which is 111.5% of premiums earned, compared to 106.7% in the same quarter of 2023[110]. Insurance Operations - The pre-tax underwriting gain for the insurance operations was $546 million in Q2 2024, down from $2,704 million in Q2 2023[103]. - Premiums earned for the second quarter of 2024 were $16,291 million, an increase from $15,971 million in the same quarter of 2023, representing a growth of 2.0%[106]. - Insurance losses for the second quarter of 2024 were $10,962 million, up from $8,372 million in the second quarter of 2023, indicating a rise of 30.0%[106]. - The pre-tax underwriting gain for First Guard in the second quarter of 2024 was $1,331 million, compared to $3,155 million in the same quarter of 2023, reflecting a decrease of 57.8%[107]. - Southern Pioneer's insurance losses in the second quarter of 2024 were $4,801 million, which is 70.6% of premiums earned, compared to 61.0% in the same quarter of 2023[110]. Cash and Investments - The company's cash and cash equivalents as of June 30, 2024, were $26,897 million, down from $28,066 million at the end of 2023[131]. - Net cash provided by operating activities for the first six months of 2024 was $20,910 million, a decrease of $10,608 million compared to $31,518 million in 2023[133]. - Cash used in investing activities decreased by $8,888 million in 2024 compared to 2023, primarily due to increased proceeds from property and equipment disposals[134]. - The carrying value of cash and investments on the balance sheet as of June 30, 2024, was $279,247 million, down from $319,048 million at the end of 2023[131]. Oil and Gas Operations - Oil and gas revenues for the second quarter of 2024 were $8,671 million, down from $10,741 million in the same quarter of 2023, indicating a decline of 19.4%[115]. - The contribution to net earnings from oil and gas operations in the second quarter of 2024 was $13,369 million, compared to $2,150 million in the same quarter of 2023, reflecting a significant increase[115]. - Southern Oil's oil and gas revenues for the second quarter of 2024 were $3,679 million, down from $4,810 million in the same quarter of 2023, a decrease of 23.5%[119].