What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 209 added, 177 removed, 822 unchanged (32% of the section changed)

3 unchanged sentences

(dollars in thousands)

September 30,

2025 December 31,

18 unchanged sentences

Current portion of lease obligations 14,331 14,449

Line of credit 19,000 35,000

Current portion of note payable and lines of credit 20,916 35,000

Total current liabilities 142,960 147,316

1 unchanged sentence

Deferred taxes 28,096 29,393

Line of credit — 10,000

Note payable and lines of credit 214,914 10,000

Asset retirement obligations 15,736 15,218

14 unchanged sentences

(dollars in thousands except per share amounts)

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

17 unchanged sentences

Total costs and expenses 92,884 87,135 274,871 242,326

Investment gains (losses) 2,925 ( 2,729 ) 1,340 ( 1,016 )

Investment gains 1,491 4,740 2,831 3,724

Investment partnership gains (losses) ( 15,897 ) 35,314 ( 6,985 ) ( 22,591 )

4 unchanged sentences

Net earnings (loss) per average equivalent Class A share * $ ( 20.38 ) $ 114.77 $ 47.28 $ 23.15

*Net earnings (loss) per average equivalent Class B share outstanding are one-fifth of the average equivalent Class A share or $ 38.91 and $ 13.45 for the second quarter and first six months of 2025, respectively, and $( 34.38 ) and $( 18.16 ) for the second quarter and first six months of 2024, respectively.

*Net earnings (loss) per average equivalent Class B share outstanding are one-fifth of the average equivalent Class A share or $( 4.08 ) and $ 9.46 for the third quarter and first nine months of 2025, respectively, and $ 22.95 and $ 4.63 for the third quarter and first nine months of 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

(dollars in thousands)

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

7 unchanged sentences

(dollars in thousands)

First Six Months

First Nine Months

Operating activities

Net earnings (loss) $ 17,656 $ ( 25,611 )

Adjustments to reconcile net earnings (loss) to operating cash flows:

Net earnings $ 12,365 $ 6,514

Adjustments to reconcile net earnings to operating cash flows:

Depreciation, depletion, and amortization 30,074 29,760

17 unchanged sentences

Payments on line of credit ( 73,000 ) ( 7,050 )

Proceeds from note payable, net 223,000 —

Principal payments on direct financing lease obligations ( 4,278 ) ( 4,131 )

Net cash used in financing activities ( 28,778 ) ( 2,691 )

Net cash provided by financing activities 188,722 4,869

Effect of exchange rate changes on cash 54 ( 42 )

Increase (decrease) in cash, cash equivalents and restricted cash 2,045 ( 1,374 )

Increase in cash, cash equivalents and restricted cash 241,764 1,576

Cash, cash equivalents and restricted cash at beginning of year 31,432 29,654

Cash, cash equivalents and restricted cash at end of second quarter $ 33,477 $ 28,280

Cash, cash equivalents and restricted cash at end of third quarter $ 273,196 $ 31,230

September 30,

Cash and cash equivalents $ 272,485 $ 29,891

Restricted cash in other long-term assets 711 1,339

Cash, cash equivalents and restricted cash at end of second quarter $ 33,477 $ 28,280

Cash, cash equivalents and restricted cash at end of third quarter $ 273,196 $ 31,230

See accompanying Notes to Consolidated Financial Statements.

5 unchanged sentences

Earnings Accumulated Other Comprehensive Income (Loss) Treasury

For the second quarter and first six months of 2025

For the third quarter and first nine months of 2025

Balance at December 31, 2024 $ 1,138 $ 385,594 $ 627,699 $ ( 2,872 ) $ ( 438,598 ) $ 572,961

Net earnings (loss) ( 33,275 ) ( 33,275 )

Other comprehensive loss 470 470

Other comprehensive income 470 470

Adjustment for holdings in investment partnerships ( 320 ) ( 320 )

1 unchanged sentence

Net earnings (loss) 50,931 50,931

Other comprehensive loss 1,010 1,010

Other comprehensive income 1,010 1,010

Adjustment for holdings in investment partnerships ( 2,491 ) ( 2,491 )

Balance at June 30, 2025 $ 1,138 $ 385,594 $ 645,355 $ ( 1,392 ) $ ( 441,409 ) $ 589,286

For the second quarter and first six months of 2024

Balance at December 31, 2023 $ 1,138 $ 385,594 $ 631,458 $ ( 2,518 ) $ ( 416,342 ) $ 599,330

Net earnings (loss) ( 5,291 ) ( 5,291 )

1 unchanged sentence

Adjustment for holdings in investment partnerships ( 3,736 ) ( 3,736 )

Balance at September 30, 2025 $ 1,138 $ 385,594 $ 640,064 $ ( 1,372 ) $ ( 445,145 ) $ 580,279

For the third quarter and first nine months of 2024

Balance at December 31, 2023 $ 1,138 $ 385,594 $ 631,458 $ ( 2,518 ) $ ( 416,342 ) $ 599,330

Net earnings (loss) 22,579 22,579

Other comprehensive loss ( 31 ) ( 31 )

Adjustment for holdings in investment partnerships ( 3,306 ) ( 3,306 )

Balance at March 31, 2024 $ 1,138 $ 385,594 $ 654,037 $ ( 2,549 ) $ ( 419,648 ) $ 618,572

3 unchanged sentences

Balance at June 30, 2024 $ 1,138 $ 385,594 $ 605,847 $ ( 2,667 ) $ ( 420,733 ) $ 569,179

Net earnings (loss) 32,125 32,125

Other comprehensive income 488 488

Adjustment for holdings in investment partnerships ( 29 ) ( 29 )

Balance at September 30, 2024 $ 1,138 $ 385,594 $ 637,972 $ ( 2,179 ) $ ( 420,762 ) $ 601,763

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

(dollars in thousands, except share and per share data)

14 unchanged sentences

All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr.

As of June 30, 2025, Mr.

As of September 30, 2025, Mr.

Biglari beneficially owns shares of the Company that represent approximately 74.3 % of the voting interest.

7 unchanged sentences

Earnings Per Share (continued)

The following table presents shares authorized, issued and outstanding on June 30, 2025 and December 31, 2024.

June 30, 2025 December 31, 2024

The following table presents shares authorized, issued and outstanding on September 30, 2025 and December 31, 2024.

September 30, 2025 December 31, 2024

Class A Class B Class A Class B

4 unchanged sentences

In the tabulation below is the weighted average equivalent Class A common stock for earnings per share.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

7 unchanged sentences

However, we consider investment gains and losses, whether realized or unrealized, as non-operating.

Investment gains for the second quarter and first six months of 2025 were $ 2,925 and $ 1,340 , respectively.

Investment losses in the second quarter and first six months of 2024 were $ 2,729 and $ 1,016 , respectively.

Investment gains for the third quarter and first nine months of 2025 were $ 1,491 and $ 2,831 , respectively.

Investment gains in the third quarter and first nine months of 2024 were $ 4,740 and $ 3,724 , respectively.

Investment Partnerships

19 unchanged sentences

Changes in proportionate share of Company stock held 6,547 ( 6,547 )

Partnership interest at June 30, 2025 $ 719,846 $ 516,953 $ 202,893

Partnership interest at September 30, 2025 $ 748,015 $ 568,855 $ 179,160

Fair Value Company

4 unchanged sentences

Changes in proportionate share of Company stock held 4,420 ( 4,420 )

Partnership interest at June 30, 2024 $ 482,051 $ 323,320 $ 158,731

Partnership interest at September 30, 2024 $ 491,589 $ 289,998 $ 201,591

The carrying value of the investment partnerships net of deferred taxes is presented below.

September 30,

2025 December 31, 2024

3 unchanged sentences

We expect that a majority of the $ 28,493 deferred tax liability enumerated above will not become due until the dissolution of the investment partnerships.

The Company’s proportionate share of Company stock held by investment partnerships at cost was $ 441,409 and $ 438,598 at June 30, 2025 and December 31, 2024, respectively.

The Company’s proportionate share of Company stock held by investment partnerships at cost was $ 445,145 and $ 438,598 at September 30, 2025 and December 31, 2024, respectively.

The carrying value of the partnership interest approximates fair value adjusted by the value of held Company stock.

2 unchanged sentences

Gains/losses from investment partnerships recorded in the Company’s consolidated statements of earnings are presented below.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

7 unchanged sentences

Gains and losses on the Company’s common stock and the related incentive reallocations are eliminated in our financial statements.

There were no incentive reallocations accrued during the first six months of 2025 and 2024.

Investment Partnerships (continued)

Incentive reallocation related to gains on the Company’s stock was $ 8,360 through the first nine months of 2025.

There were no incentive reallocations accrued during the first nine months of 2024.

Summarized financial information for The Lion Fund, L.P.

3 unchanged sentences

Lion Fund Lion Fund II

Total assets as of June 30, 2025 $ 623,894 $ 365,151

Total liabilities as of June 30, 2025 $ 15,173 $ 178,988

Revenue for the first six months of 2025 $ 58,537 $ 23,257

Earnings for the first six months of 2025 $ 57,970 $ 18,396

Biglari Holdings’ ownership interest as of June 30, 2025 91.6 % 87.8 %

Total assets as of September 30, 2025 $ 697,518 $ 349,565

Total liabilities as of September 30, 2025 $ 29,853 $ 187,490

Revenue for the first nine months of 2025 $ 117,616 $ 8,643

Earnings for the first nine months of 2025 $ 116,829 $ 1,307

Biglari Holdings’ ownership interest as of September 30, 2025 92.2 % 86.2 %

Total assets as of December 31, 2024 $ 567,387 $ 367,630

Total liabilities as of December 31, 2024 $ 20,609 $ 188,202

Revenue for the first six months of 2024 $ 33,316 $ ( 42,355 )

Earnings for the first six months of 2024 $ 32,417 $ ( 48,207 )

Biglari Holdings’ ownership interest as of June 30, 2024 90.2 % 87.3 %

Revenue for the first nine months of 2024 $ ( 1,940 ) $ ( 630 )

Earnings for the first nine months of 2024 $ ( 3,233 ) $ ( 9,261 )

Biglari Holdings’ ownership interest as of September 30, 2024 90.2 % 87.8 %

Revenue in the financial information of the investment partnerships, summarized above, includes investment income and unrealized gains and losses on investments.

1 unchanged sentence

Property and equipment is composed of the following.

September 30,

2025 December 31,

8 unchanged sentences

Property and equipment, net $ 368,134 $ 376,155

Depletion expense related to oil and gas properties was $ 5,966 and $ 4,227 during the first six months of 2025 and 2024, respectively.

The Company recorded an impairment to restaurant long-lived assets related to underperforming stores of $ 1,251 in the second quarter of 2025.

No impairment was recorded in the second quarter of 2024.

The Company recorded an impairment to restaurant long-lived assets related to underperforming stores of $ 1,251 and $ 107 in the first six months of 2025 and 2024, respectively.

We did not record any impairments to our oil and gas assets during the second quarter and first six months of 2025 and 2024.

Depletion expense related to oil and gas properties was $ 8,276 and $ 7,412 during the first nine months of 2025 and 2024, respectively.

The Company did not record any impairments to restaurant long-lived assets in the third quarter of 2025 and 2024.

The Company recorded an impairment to restaurant long-lived assets related to underperforming stores of $ 1,251 and $ 107 in the first nine months of 2025 and 2024, respectively.

We did not record any impairments to our oil and gas assets during the third quarter and first nine months of 2025 and 2024.

However, if commodity prices fall below current levels, we may be required to record impairments in future periods and such impairments could be material.

Further, if commodity prices decrease, our production, proved reserves, and cash flows will be adversely impacted.

Abraxas Petroleum recorded gains of $ 794 and $ 16,165 during the second quarter of 2025 and 2024, respectively, and recorded gains of $ 10,117 and $ 16,646 during the first six months of 2025 and 2024, respectively, as a result of selling undeveloped reserves.

Abraxas may receive future royalties for each of these transactions as the reserves are developed by the respective unaffiliated parties.

Abraxas Petroleum recorded gains of $ 95 and $ 54 during the third quarter of 2025 and 2024, respectively, and recorded gains of $ 10,212 and $ 16,700 during the first nine months of 2025 and 2024, respectively, as a result of selling undeveloped reserves.

Property and Equipment (continued)

Property and equipment held for sale of $ 3,820 and $ 1,081 are recorded in other assets as of June 30, 2025 and December 31, 2024, respectively.

Abraxas may receive future royalties for each of these transactions as the reserves are developed by the respective unaffiliated parties.

Property and equipment held for sale of $ 1,786 and $ 1,081 are recorded in other assets as of September 30, 2025 and December 31, 2024, respectively.

The assets classified as held for sale include properties which were previously company-operated restaurants.

During the first six months of 2025 and 2024, the Company recognized net gains of $ 807 and $ 2,909 , respectively, in connection with property sales, lease terminations and asset disposals which are included in selling, general and administrative expenses in the consolidated statements of earnings.

During the first nine months of 2025 and 2024, the Company recognized net gains of $ 3,825 and $ 5,335 , respectively, in connection with property sales, lease terminations and asset disposals which are included in selling, general and administrative expenses in the consolidated statements of earnings.

Goodwill and Other Intangible Assets

4 unchanged sentences

Impairments prior to 2025 ( 1,300 )

Change in foreign exchange rates during the first six months of 2025 72

Goodwill at June 30, 2025

Change in foreign exchange rates during the first nine months of 2025 72

Goodwill at September 30, 2025

Goodwill and indefinite-lived intangible asset impairment reviews include determining the estimated fair values of our reporting units and indefinite-lived intangible assets.

4 unchanged sentences

If the carrying value of a reporting unit exceeds the estimated fair value of the reporting unit, then the excess, limited to the carrying amount of goodwill, will be charged to earnings as an impairment loss.

There was no impairment recorded by Steak n Shake for goodwill during the first six months of 2025 or 2024.

There was no impairment recorded by Steak n Shake for goodwill during the first nine months of 2025 or 2024.

We perform our annual assessment of our recoverability of goodwill related to Western Sizzlin during the second quarter.

1 unchanged sentence

An impairment to goodwill of $ 1,000 was recorded in 2024.

There was no impairment recorded for intangible assets during the first six months of 2025 and 2024.

There was no impairment recorded for intangible assets during the first nine months of 2025 and 2024.

Other Intangible Assets

5 unchanged sentences

15,876 6,944 22,820

Change in foreign exchange rates during the first six months of 2025 — 856 856

Balance at June 30, 2025

Change in foreign exchange rates during the first nine months of 2025 — 851 851

Balance at September 30, 2025

$ 15,876 $ 7,795 $ 23,671

1 unchanged sentence

Restaurant operations revenues were as follows.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

15 unchanged sentences

Both real estate and equipment rental payments are charged to franchise partners and are recognized in accordance with ASC 842, “Leases”.

During the second quarter of 2025 and 2024, restaurant operations recognized $ 5,887 and $ 5,780 , respectively, in franchise partner fees related to rental income.

During the first six months ended June 30, 2025 and June 30, 2024, restaurant operations recognized $ 11,440 and $ 11,485 , respectively, in franchise partner fees related to rental income.

During the third quarter of 2025 and 2024, restaurant operations recognized $ 5,885 and $ 5,780 , respectively, in franchise partner fees related to rental income.

During the first nine months ended September 30, 2025 and September 30, 2024, restaurant operations recognized $ 17,325 and $ 17,265 , respectively, in franchise partner fees related to rental income.

Franchise Royalties and Fees

10 unchanged sentences

Accounts payable and accrued expenses include the following.

September 30,

2025 December 31,

10 unchanged sentences

Accounts payable and accrued expenses $ 70,987 $ 63,381

Lines of Credit

Note Payable and Lines of Credit

Note payable and lines of credit include the following.

Current portion of note payable and lines of credit September 30,

2025 December 31,

Steak n Shake note payable $ 5,916 $ —

Biglari Holdings lines of credit 15,000 35,000

Total current portion of note payable and lines of credit $ 20,916 $ 35,000

Long-term portion of note payable and lines of credit

Steak n Shake note payable $ 214,914 $ —

Biglari Holdings lines of credit — 10,000

Total long-term portion of note payable and lines of credit $ 214,914 $ 10,000

Biglari Holdings Line of Credit

Biglari Holdings’ line of credit dated September 13, 2022 was amended on September 13, 2024 and the available line of credit is $ 35,000 .

1 unchanged sentence

The line of credit includes customary covenants, as well as financial maintenance covenants.

There was a $ 19,000 and $ 35,000 balance on the line of credit on June 30, 2025 and December 31, 2024, respectively.

Our interest rate was 7.1 % on June 30, 2025 and December 31, 2024.

There was a $ 15,000 and $ 35,000 balance on the line of credit on September 30, 2025 and December 31, 2024, respectively.

Our interest rate was 7.1 % on September 30, 2025 and December 31, 2024.

On November 8, 2024, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $ 75,000 .

The line of credit will be available on a revolving basis until November 7, 2027.

The line of credit includes customary covenants as well as financial maintenance covenants.

There was a $ 10,000 balance on the line of credit on December 31, 2024.

Our interest rate was 7.8 % on December 31, 2024.

As of June 30, 2025, Biglari Holdings had no debt outstanding on its line of credit.

The line of credit was terminated on September 29, 2025.

Steak n Shake Note Payable

On September 30, 2025, Steak n Shake obtained a loan of $ 225,000 .

The term of the loan is five years , with an interest rate fixed at 8.8 % per annum, and the loan will be amortized at a rate of 3.0 % per annum.

The loan includes customary covenants as well as financial maintenance covenants and customary events of default.

The debt is an obligation of Steak n Shake and the proceeds from the loan were distributed to Biglari Holdings.

All of the debt is secured by real estate owned by Steak n Shake.

Note Payable and Lines of Credit (continued)

Expected principal payments for the Steak n Shake note payable as of September 30, 2025, are as follows.

Remainder of 2025 $ 1,125

After 2029 196,875

Total Steak n Shake note payable 225,000

Less unamortized debt issuance costs 4,170

Total Steak n Shake note payable, net $ 220,830

Western Sizzlin Revolver

Western Sizzlin’s available line of credit is $ 500 .

As of June 30, 2025 and December 31, 2024, there was no debt outstanding under its revolver.

As of September 30, 2025 and December 31, 2024, there was no debt outstanding under its revolver.

Unpaid Losses and Loss Adjustment Expenses

Our liabilities for unpaid losses and loss adjustment expenses (also referred to as “claim liabilities”) under insurance contracts are based upon estimates of the ultimate claim costs associated with claim occurrences as of the balance sheet date and include estimates for incurred-but-not-reported (“IBNR”) claims.

A reconciliation of the changes in claim liabilities, net of reinsurance, for each of the six-month periods ended June 30, 2025 and 2024 follows.

2025 June 30,

A reconciliation of the changes in claim liabilities, net of reinsurance, for each of the nine-month periods ended September 30, 2025 and 2024 follows.

September 30,

2025 September 30,

Balances at beginning of year:

10 unchanged sentences

Total 33,533 31,944

Balances at June 30:

Balances at September 30:

Net liabilities 17,442 15,281

1 unchanged sentence

Gross liabilities $ 18,502 $ 15,857

We recorded net increases of $ 872 for estimated ultimate liabilities for prior accident years in the first six months of 2025, and net reductions of $ 1,330 in the first six months of 2024.

We recorded net increases of $ 1,336 for estimated ultimate liabilities for prior accident years in the first nine months of 2025, and net reductions of $ 4,189 in the first nine months of 2024.

These changes as a percentage of the net liabilities at the beginning of each year were 7.7 % in 2025 and 27.6 % in 2024.

1 unchanged sentence

Lease obligations include the following.

Current portion of lease obligations June 30,

Current portion of lease obligations September 30,

2025 December 31,

11 unchanged sentences

In addition, they own sites and lease sites from third parties that are leased and/or subleased to franchisees.

Lease Assets and Obligations (continued)

A significant portion of our operating and finance lease portfolio includes restaurant locations.

2 unchanged sentences

Total lease cost consists of the following.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

6 unchanged sentences

Supplemental cash flow information related to leases is as follows.

First Six Months

First Nine Months

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

Operating cash flows from operating leases $ 8,221 $ 8,147

Lease Assets and Obligations (continued)

Supplemental balance sheet information related to leases is as follows.

September 30,

2025 December 31,

2 unchanged sentences

Weighted-average lease terms and discount rates are as follows.

September 30,

Weighted-average remaining lease terms:

4 unchanged sentences

Operating leases 7.0 %

Lease Assets and Obligations (continued)

Maturities of lease liabilities as of June 30, 2025 are as follows.

Maturities of lease liabilities as of September 30, 2025 are as follows.

Year Operating

10 unchanged sentences

The components of lease income recorded in restaurant operations are as follows.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

2 unchanged sentences

Total lease income $ 6,229 $ 6,045 $ 18,263 $ 18,085

The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of June 30, 2025.

Lease Assets and Obligations (continued)

The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of September 30, 2025.

Franchise partner leases and subleases are short-term leases and have been excluded from the table.

4 unchanged sentences

Total future minimum receipts $ 2,505 $ 6,392

In determining the quarterly provision for income taxes, the Company used an estimated annual effective tax rate for the first six months of 2025 and 2024.

In determining the quarterly provision for income taxes, the Company used an estimated annual effective tax rate for the first nine months of 2025 and 2024.

Our periodic effective income tax rate is affected by the relative mix of pre-tax earnings or losses and underlying income tax rates applicable to the various taxing jurisdictions.

Income tax expense for the second quarter of 2025 was $ 14,171 compared to an income tax benefit of $ 14,725 for the second quarter of 2024.

Income tax expense for the first six months of 2025 was $ 6,263 compared to an income tax benefit of $ 7,909 for the first six months of 2024.

The variance in income taxes between 2025 and 2024 is attributable to taxes on income generated by the investment partnerships.

Investment partnership pre-tax gains were $ 58,504 during the second quarter of 2025 compared to pre-tax losses of $ 79,890 during the second quarter of 2024.

Investment partnership pre-tax gains were $ 8,912 during the first six months of 2025 compared to pre-tax losses of $ 57,905 during the first six months of 2024.

Income Taxes (continued)

Income tax benefit for the third quarter of 2025 was $ 2,261 compared to an income tax expense of $ 11,201 for the third quarter of 2024.

Income tax expense for the first nine months of 2025 was $ 4,002 compared to an income tax expense of $ 3,292 for the first nine months of 2024.

The variance in income taxes between 2025 and 2024 is primarily attributable to taxes on income generated by the investment partnerships.

The One Big Beautiful Bill Act was signed into law on July 4, 2025.

The new Act makes permanent certain expiring provisions of the Tax Cuts and Jobs Act and restores favorable tax treatment for certain business provisions including 100% bonus depreciation and the business interest expense limitation.

We are currently evaluating the impact of the new Act on our financial results and disclosures.

Commitments and Contingencies

6 unchanged sentences

The use of alternative market assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

Fair Value of Financial Assets (continued)

The hierarchy for measuring fair value consists of Levels 1 through 3, which are described below.

15 unchanged sentences

Bonds may be classified as Level l or Level 2 of the fair value hierarchy.

Fair Value of Financial Assets (continued)

As of June 30, 2025 and December 31, 2024, the fair values of financial assets were as follows.

June 30, 2025 December 31, 2024

As of September 30, 2025 and December 31, 2024, the fair values of financial assets were as follows.

September 30, 2025 December 31, 2024

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

11 unchanged sentences

Biglari Enterprises is owned by Mr.

The Company paid Biglari Enterprises $ 5,700 in service fees during the first six months of 2025 and $ 4,800 during the first six months of 2024.

The Company paid Biglari Enterprises $ 8,550 in service fees during the first nine months of 2025 and $ 7,200 during the first nine months of 2024.

The service agreement does not alter the hurdle rate connected with the incentive reallocation paid to Biglari Capital Corp.

20 unchanged sentences

For most non-insurance businesses, pre-tax earnings are considered in allocating resources and capital.

A disaggregation of our consolidated data for the second quarters and first six months of 2025 and 2024 is presented in the tables which follow.

Second Quarter

A disaggregation of our consolidated data for the third quarters and first nine months of 2025 and 2024 is presented in the tables which follow.

Third Quarter

Steak n Shake Western Sizzlin Total Restaurants

8 unchanged sentences

Earnings before income taxes $ 7,488 $ 157 $ 7,645

Second Quarter

Business Segment Reporting (continued)

Third Quarter

Steak n Shake Western Sizzlin Total Restaurants

8 unchanged sentences

Earnings before income taxes $ 6,248 $ 265 $ 6,513

Business Segment Reporting (continued)

First Six Months

First Nine Months

Steak n Shake Western Sizzlin Total Restaurants

8 unchanged sentences

Earnings before income taxes $ 17,008 $ 386 $ 17,394

First Six Months

First Nine Months

Steak n Shake Western Sizzlin Total Restaurants

8 unchanged sentences

Earnings before income taxes $ 15,994 $ 1,162 $ 17,156

Second Quarter

Business Segment Reporting (continued)

Third Quarter

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

6 unchanged sentences

Earnings before income taxes $ 1,691 $ 2,846 $ 4,537 $ 824 $ ( 114 ) $ 5,247

Business Segment Reporting (continued)

Second Quarter

Third Quarter

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

6 unchanged sentences

Earnings before income taxes $ 1,366 $ 912 $ 2,278 $ 816 $ 29 $ 3,123

First Six Months

First Nine Months

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

6 unchanged sentences

Earnings before income taxes $ 4,997 $ 1,487 $ 6,484 $ 2,500 $ ( 407 ) $ 8,577

First Six Months

Business Segment Reporting (continued)

First Nine Months

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

7 unchanged sentences

Other segment items include general and administrative costs, depreciation, and other income.

Business Segment Reporting (continued)

Oil and Gas Second Quarter

Oil and Gas Third Quarter

Abraxas Petroleum Southern Oil Total

7 unchanged sentences

Earnings before income taxes $ ( 1 ) $ 667 $ 666

Second Quarter

Third Quarter

Abraxas Petroleum Southern Oil Total

7 unchanged sentences

Earnings before income taxes $ 696 $ 16 $ 712

First Six Months

Business Segment Reporting (continued)

First Nine Months

Abraxas Petroleum Southern Oil Total

7 unchanged sentences

Earnings before income taxes $ 10,551 $ 1,880 $ 12,431

Business Segment Reporting (continued)

First Six Months

First Nine Months

Abraxas Petroleum Southern Oil Total

8 unchanged sentences

Brand Licensing Maxim

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

6 unchanged sentences

Earnings before income taxes $ ( 1,110 ) $ ( 267 ) $ ( 1,734 ) $ ( 876 )

Reconciliation of revenues and earnings (loss) before income taxes of our business segments to the consolidated amounts for each of the three months and six months ended June 30 follows.

Second Quarter

Business Segment Reporting (continued)

Reconciliation of revenues and earnings (loss) before income taxes of our business segments to the consolidated amounts for each of the three months and nine months ended September 30 follows.

Third Quarter

Revenues Earnings (losses) before income taxes

2 unchanged sentences

Investment partnership gains (losses) — — ( 15,897 ) 35,314

Investment gains (losses) — — 2,925 ( 2,729 )

Investment gains — — 1,491 4,740

Interest expenses not allocated to segments — — ( 829 ) ( 275 )

1 unchanged sentence

$ 99,738 $ 90,407 $ ( 7,552 ) $ 43,326

Business Segment Reporting (continued)

First Six Months

First Nine Months

Revenues Earnings (losses) before income taxes

2 unchanged sentences

Investment partnership gains (losses) — — ( 6,985 ) ( 22,591 )

Investment gains (losses) — — 1,340 ( 1,016 )

Investment gains — — 2,831 3,724

Interest expenses not allocated to segments — — ( 2,581 ) ( 317 )

9 unchanged sentences

All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr.

As of June 30, 2025, Mr.

As of September 30, 2025, Mr.

Biglari beneficially owns shares of the Company that represent approximately 74.3% of the voting interest.

1 unchanged sentence

Amounts are recorded after deducting income taxes.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

12 unchanged sentences

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 449 company-operated and franchise restaurants as of June 30, 2025.

Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 441 company-operated and franchise restaurants as of September 30, 2025.

Steak n Shake Western Sizzlin

7 unchanged sentences

Net restaurants opened (closed) (4) (1) (11) — (1) (17)

Total stores as of June 30, 2025

Total stores as of September 30, 2025

141 173 96 3 28 441

3 unchanged sentences

Net restaurants opened (closed) (9) — (12) — (3) (24)

Total stores as of June 30, 2024

Total stores as of September 30, 2024

143 177 116 3 29 468

As of June 30, 2025, ten of the 143 company-operated Steak n Shake stores were closed.

Steak n Shake plans to sell or lease eight of the ten locations and refranchise the balance.

As of September 30, 2025, ten of the 141 company-operated Steak n Shake stores were closed.

Steak n Shake plans to sell or lease eight of the ten locations and reopen the remaining two locations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Restaurant operations are summarized below.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

22 unchanged sentences

General and administrative, marketing, other expenses, impairments, and depreciation are expressed as a percentage of total revenue.

Net sales for the second quarter and first six months of 2025 were $46,858 and $88,473, respectively, representing an increase of $6,043 or 14.8% and $8,923 or 11.2%, compared to the second quarter and first six months of 2024, respectively.

The increase in net sales was primarily due to an increase in Steak n Shake’s same-store sales of 10.7% during the second quarter of 2025.

Net sales for the third quarter and first nine months of 2025 were $47,462 and $135,935, respectively, representing an increase of $7,802 or 19.7% and $16,725 or 14.0%, compared to the third quarter and first nine months of 2024, respectively.

The increase in net sales was primarily due to an increase in Steak n Shake’s same-store sales of 15.6% for domestic company-operated units during the third quarter of 2025.

For company-operated units, sales to the end customer are recorded as revenue generated by the Company, but for franchise partner units, only our share of the restaurant’s profits, along with certain fees, are recorded as revenue.

1 unchanged sentence

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Fees generated by our franchise partners were $20,150 during the second quarter of 2025, as compared to $18,149 during the second quarter of 2024.

Franchise partner fees were $37,289 and $35,907 during the first six months of 2025 and 2024, respectively.

Our share of franchise partner fees were higher despite fewer open units in 2025 compared to 2024.

As of June 30, 2025 and June 30, 2024, there were 174 and 182 franchise partner units, respectively.

Similar to company-operated units, the increase in franchise partner revenue is primarily due to an increase in revenue at the franchise partner units.

Included in franchise partner fees were $5,887 and $5,780 of rental income during the second quarter of 2025 and 2024, respectively, and $11,440 and $11,485 during the first six months of 2025 and 2024, respectively.

Fees generated by our franchise partners were $19,166 during the third quarter of 2025, as compared to $17,157 during the third quarter of 2024.

Franchise partner fees were $56,455 and $53,064 during the first nine months of 2025 and 2024, respectively.

As of September 30, 2025 and September 30, 2024, there were 173 and 177 franchise partner units, respectively.

Franchise partner fees were higher primarily because franchise partner same-store sales increased 14.8% during the third quarter of 2025 compared to 2024.

Included in franchise partner fees were $5,885 and $5,780 of rental income during the third quarter of 2025 and 2024, respectively, and $17,325 and $17,265 during the first nine months of 2025 and 2024, respectively.

Franchise partners rent buildings and equipment from Steak n Shake.

The franchise royalties and fees generated by the traditional franchising business were $3,128 during the second quarter of 2025, as compared to $3,615 during the second quarter of 2024.

Franchise royalties and fees during the first six months of 2025 were $6,617 as compared to $7,092 during the first six months of 2024.

There were 100 Steak n Shake traditional units open on June 30, 2025, as compared to 120 units open on June 30, 2024.

The franchise royalties and fees generated by the traditional franchising business were $2,897 during the third quarter of 2025, as compared to $3,442 during the third quarter of 2024.

Franchise royalties and fees during the first nine months of 2025 were $9,514 as compared to $10,534 during the first nine months of 2024.

There were 96 Steak n Shake traditional units open on September 30, 2025, as compared to 116 units open on September 30, 2024.

The lower unit count was the primary reason for the decrease in franchise royalties and fees during 2025 compared to 2024.

The cost of food at company-operated units during the second quarter of 2025 was $14,167 or 30.2% of net sales, as compared to $12,357 or 30.3% of net sales during the second quarter of 2024.

The cost of food at company-operated units during the first six months of 2025 was $26,631 or 30.1% of net sales, as compared to $23,331 or 29.3% of net sales during the first six months of 2024.

The cost of food as a percentage of net sales was relatively flat during the second quarter of 2025 compared to 2024.

The increase during the first six months of 2025 compared to 2024 was primarily due to improvements in the quality of various products.

The labor costs at company-operated restaurants during the second quarter of 2025 were $14,020 or 29.9% of net sales, as compared to $12,992 or 31.8% of net sales in the second quarter of 2024.

Labor costs at company-operated restaurants during the first six months of 2025 were $27,460 or 31.0% of net sales, as compared to $25,536 or 32.1% of net sales in 2024.

The cost of food at company-operated units during the third quarter of 2025 was $14,849 or 31.3% of net sales, as compared to $12,218 or 30.8% of net sales during the third quarter of 2024.

The cost of food at company-operated units during the first nine months of 2025 was $41,480 or 30.5% of net sales, as compared to $35,549 or 29.8% of net sales during the first nine months of 2024.

The cost of food as a percentage of net sales increased during the third quarter of 2025 compared to 2024 primarily due to improvements in the quality of various products.

The labor costs at company-operated restaurants during the third quarter of 2025 were $14,573 or 30.7% of net sales, as compared to $13,158 or 33.2% of net sales in the third quarter of 2024.

Labor costs at company-operated restaurants during the first nine months of 2025 were $42,033 or 30.9% of net sales, as compared to $38,694 or 32.5% of net sales in 2024.

Labor costs expressed as a percentage of net sales decreased during 2025 compared to 2024 primarily due to a decrease in management labor.

General and administrative expenses during the second quarter of 2025 were $12,776 or 17.7% of total revenue, as compared to $13,016 or 20.2% of total revenue in the second quarter of 2024.

General and administrative expenses during the first six months of 2025 were $24,704 or 18.1% of total revenue, as compared to $24,746 or 19.6% of total revenue in the first six months of 2024.

General and administrative expenses decreased during 2025 compared to 2024 primarily due to a decrease in legal and professional fees.

Marketing expenses during the second quarter of 2025 were $4,865 or 6.8% of total revenue, as compared to $2,857 or 4.4% of total revenue in the second quarter of 2024.

Marketing expenses during the first six months of 2025 were $8,097 or 5.9% of total revenue, as compared to $5,802 or 4.6% of total revenue in the first six months of 2024.

General and administrative expenses during the third quarter of 2025 were $12,129 or 16.9% of total revenue, as compared to $10,355 or 16.6% of total revenue in the third quarter of 2024.

General and administrative expenses during the first nine months of 2025 were $36,833 or 17.7% of total revenue, as compared to $35,101 or 18.6% of total revenue in the first nine months of 2024.

General and administrative expenses increased during 2025 compared to 2024 primarily due to an increase in professional fees during the third quarter of 2025.

Marketing expenses during the third quarter of 2025 were $5,370 or 7.5% of total revenue, as compared to $3,182 or 5.1% of total revenue in the third quarter of 2024.

Marketing expenses during the first nine months of 2025 were $13,467 or 6.5% of total revenue, as compared to $8,984 or 4.8% of total revenue in the first nine months of 2024.

Marketing expenses increased during 2025 compared to 2024 primarily due to promotions of new products and new methods of payments.

The Company recorded $1,251 of impairment charges in the second quarter of 2025 and $1,251 and $107 in the first six months of 2025 and 2024, respectively, related to underperforming stores.

The Company recorded no impairment charges in the third quarter of 2025 and 2024, and $1,251 and $107 in the first nine months of 2025 and 2024, respectively, related to underperforming stores.

Interest on obligations under leases was $4,081 during 2025 versus $4,016 during 2024.

Other income was $4,130 during 2025 versus $4,420 during 2024.

During 2025, Steak n Shake sold one property for a gain of $1,100.

During 2024, Western Sizzlin received a settlement of $450 and Steak n Shake sold three properties for a gain of $1,957.

During 2025, Steak n Shake sold four properties for a gain of $4,489.

During 2024, Western Sizzlin received a settlement of $450 and Steak n Shake sold five properties for a gain of $4,383.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

1 unchanged sentence

We believe the franchise partner information is useful to readers, as they have a direct effect on Steak n Shake’s profitability.

Second Quarter First Six Months

Steak n Shake’s same-store sales increased 14.8% for franchise partner units during the third quarter of 2025.

Third Quarter First Nine Months

2025 2024 2025 2024

13 unchanged sentences

Underwriting results of our insurance operations are summarized below.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

2 unchanged sentences

Southern Pioneer 2,027 912 (407) 186

Other 819 — 1,894 —

Pre-tax underwriting gain 4,537 2,278 6,484 3,683

1 unchanged sentence

Net underwriting gain $ 3,584 $ 1,800 $ 5,381 $ 2,910

It is the nature of the insurance industry to experience volatility in underwriting performance.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Earnings of our insurance operations are summarized below.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

16 unchanged sentences

A summary of First Guard’s underwriting results follows.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

6 unchanged sentences

Pre-tax underwriting gain $ 1,691 $ 1,366 $ 4,997 $ 3,497

First Guard produced an underwriting gain in the second quarter and first six months of 2025.

Its underwriting gain increased $1,175 in the first six months of 2025 compared to 2024.

It is the nature of the insurance industry to experience volatility in underwriting performance.

First Guard produced an underwriting gain in the third quarter and first nine months of 2025.

Its underwriting gain increased $1,500 in the first nine months of 2025 compared to 2024.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

2 unchanged sentences

A summary of Southern Pioneer’s underwriting results follows.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

5 unchanged sentences

Total losses and expenses 6,569 76.4 % 6,369 87.5 % 25,627 101.6 % 20,504 99.1 %

Pre-tax underwriting gain (loss) $ (857) $ (785) $ (1,359) $ (726)

Premiums earned increased $3,215 or 24.0% in the first six months of 2025 compared to 2024, primarily because of rate increases in its personal lines, e.g.

Pre-tax underwriting gain $ 2,027 $ 912 $ (407) $ 186

Premiums earned increased $4,530 or 21.9% in the first nine months of 2025 compared to 2024, primarily because of rate increases in its personal lines, e.g.

homeowners insurance.

A summary of net investment income attributable to our insurance operations follows.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

10 unchanged sentences

A summary of revenues and earnings of our oil and gas operations follows.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

15 unchanged sentences

Earnings for Abraxas Petroleum are summarized below.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

5 unchanged sentences

Gain on sale of properties 95 54 10,212 16,700

Earnings before income taxes 367 17,414 10,552 18,801

Earnings (loss) before income taxes (1) 696 10,551 19,497

Income tax expense (723) 150 1,745 4,482

Contribution to net earnings $ 722 $ 546 $ 8,806 $ 15,015

Abraxas Petroleum’s revenue remained consistent during the first six months of 2025 compared to 2024.

Depletion increased in the first six months of 2025 compared to 2024 due to an increase in the depletion rate.

During the first six months of 2025, Abraxas Petroleum recorded a gain of $10,117 from selling undeveloped reserves to an unaffiliated party to conduct development activities;

Abraxas Petroleum’s revenue decreased $2,552 during the first nine months of 2025 compared to 2024 primarily due to lower sales prices of crude oil and natural gas.

During the first nine months of 2025, Abraxas Petroleum recorded a gain of $10,212 from selling undeveloped reserves to an unaffiliated party to conduct development activities;

however, Abraxas Petroleum will not be required to fund any exploration expenditures on the undeveloped properties.

2 unchanged sentences

Earnings for Southern Oil are summarized below.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

4 unchanged sentences

Total cost and expenses 2,429 3,539 8,593 10,844

Earnings (loss) before income taxes 750 (63) 1,213 16

Earnings before income taxes 667 16 1,880 32

Income tax expense (benefit) 47 (37) 197 (70)

Contribution to net earnings $ 620 $ 53 $ 1,683 $ 102

Southern Oil’s revenue remained consistent during the first six months of 2025 compared to 2024.

Southern Oil’s revenue remained consistent during the first nine months of 2025 compared to 2024.

Southern Oil repaired several nonperforming wells throughout 2024 which has increased production during 2025.

3 unchanged sentences

Earnings of operations are summarized below.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

6 unchanged sentences

Contribution to net earnings (loss) $ (832) $ (194) $ (1,297) $ (652)

Maxim’s revenue increased during the first half of 2025 as compared to the same period in 2024 due to the launch of various new digital contests.

Maxim’s revenue and media costs increased during the first nine months of 2025 as compared to the same period in 2024 due to the launch of various new digital contests.

Investment Gains and Investment Partnership Gains

Investment gains net of tax for the second quarter of 2025 were $2,318 as compared to investment losses net of tax for the second quarter of 2024 of $2,159.

Investment gains net of tax for the first six months of 2025 were $1,030 as compared to investment losses net of tax for the first six months of 2024 of $827.

Investment gains net of tax for the third quarter of 2025 were $1,184 as compared to investment gains net of tax for the third quarter of 2024 of $3,706.

Investment gains net of tax for the first nine months of 2025 were $2,214 as compared to investment gains net of tax for the first nine months of 2024 of $2,879.

Dividends earned on investments are reported as investment income by our insurance companies.

3 unchanged sentences

Earnings (loss) from our investments in partnerships are summarized below.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

12 unchanged sentences

The Company’s interest expense is summarized below.

Second Quarter First Six Months

Third Quarter First Nine Months

2025 2024 2025 2024

4 unchanged sentences

Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses.

Corporate and other net losses during the second quarter and first six months of 2025 were $3,530 and $6,819, respectively, compared to $3,125 and $5,121 in the second quarter and first six months of 2024, respectively.

Income tax expense for the second quarter of 2025 was $14,171 compared to income tax benefit of $14,725 for the second quarter of 2024.

Income tax expense for the first six months of 2025 was $6,263 compared to income tax benefit of $7,909 for the first six months of 2024.

The variance in income taxes between 2025 and 2024 is attributable to taxes on income generated by the investment partnerships.

Investment partnership pre-tax gains were $58,504 during the second quarter of 2025 compared to pre-tax losses of $79,890 during the second quarter of 2024.

Investment partnership pre-tax gains were $8,912 during the first six months of 2025 compared to pre-tax losses of $57,905 during the first six months of 2024.

Corporate and other net losses during the third quarter and first nine months of 2025 were $3,775 and $10,594, respectively, compared to $5,548 and $10,669 in the third quarter and first nine months of 2024, respectively.

The decrease was primarily due to no accrued incentive fees in 2025.

Income tax benefit for the third quarter of 2025 was $2,261 compared to income tax expense of $11,201 for the third quarter of 2024.

Income tax expense for the first nine months of 2025 was $4,002 compared to income tax expense of $3,292 for the first nine months of 2024.

The variance in income taxes between 2025 and 2024 is primarily attributable to taxes on income generated by the investment partnerships.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements