What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-03-03 · 164 added, 147 removed, 1016 unchanged (23% of the section changed)

6 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2025 expressed an adverse opinion on the Company’s internal control over financial reporting because of material weaknesses.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2026, expressed an adverse opinion on the Company’s internal control over financial reporting because of a material weakness.

Basis for Opinion

24 unchanged sentences

Oil and gas properties that have carrying amounts in excess of estimated undiscounted cash flows are written down to fair value.

We have identified the determination of impairment indicators for oil and gas properties as a critical audit matter due to the significant judgments management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of the properties may not be recoverable.

We have also identified elements of the Company’s recoverability test for oil and gas properties as a critical audit matter due to the significant judgments management makes when determining future cash flows.

Auditing management’s judgements related to these matters involved especially challenging auditor judgment due to the nature and extent of audit effort required, including the need to involve our fair value specialists.

We have identified elements of the Company’s recoverability test for oil and gas properties as a critical audit matter due to the significant judgments management makes when determining future cash flows.

Auditing management’s judgments related to these matters involved especially challenging auditor judgment due to the nature and extent of audit effort required, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s significant judgments and assumptions related to the determination of impairment indicators and elements of the Company’s recoverability analysis for oil and gas properties included the following, among others:

• We evaluated management’s analysis of impairment indicators by:

◦ Testing the effectiveness of the Company’s impairment indicator control.

◦ Assessing whether oil and gas properties having indicators of impairment were appropriately identified.

• We evaluated the recoverability test analysis, including the estimation of oil and gas properties’ reserves quantities, by:

3 unchanged sentences

◦ Understanding the methodology used by management for development of the oil and gas prices and comparing estimated prices to an independently determined range of prices, including published forward pricing indices and third-party industry sources.

◦ Evaluating the risk factors applied to the cash flows for probable and possible oil and gas reserves by comparing to industry surveys.

◦ Evaluating the risk factors applied to the cash flows for probable and possible oil and gas reserves by comparing them to industry surveys.

• We evaluated the experience, qualifications, and objectivity of management's specialist, an independent reservoir engineering firm, including the methodologies and calculation procedures used to estimate oil and gas reserves and performing analytical procedures on the reserve quantities.

1 unchanged sentence

Austin, Texas

March 1, 2025

February 28, 2026

We have served as the Company’s auditor since 2003.

4 unchanged sentences

and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weaknesses identified below on the achievement of objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 1, 2025, expressed an unqualified opinion on those financial statements and included an emphasis of matter paragraph relating to the Company's investment in related party investment partnerships.

In our opinion, because of the effect of the material weakness identified below on the achievement of objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 28, 2026, expressed an unqualified opinion on those financial statements and included an emphasis of matter paragraph relating to the Company’s investment in related party investment partnerships.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment:

The Company did not exercise sufficient oversight in order to design and operate effective internal controls based on the criteria established in the COSO framework.

The material weakness in the control environment led to the additional material weaknesses detailed below.

The Company did not design and implement an effective risk assessment based on the criteria established in the COSO framework.

The Company did not effectively design and implement control activities to support the operating effectiveness of controls to prevent and detect potential material errors based on the criteria established in the COSO framework.

As a result, the following control deficiencies constitute material weaknesses, individually and in the aggregate:

(i) ineffective general information technology controls for restricting access, processing transactions as well as adequate change management processes, and (ii) ineffective controls related to the review and approval of journal entries and reconciliations.

These material weaknesses resulted in insufficiently designed controls within the insurance and oil and gas subsidiaries.

These deficiencies result in material weaknesses, individually or in the aggregate, for the remaining control activities of these subsidiaries.

Additionally, the material weaknesses identified at these subsidiaries resulted in a material weakness, individually or in the aggregate, in the control activities supporting financial reporting at the holding company level as a result of its dependency on that information.

The Company did not effectively design or implement controls related to (i) internal communication of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control;

and (ii) communicating with the Board of Directors regarding matters affecting the functioning of internal control based on the criteria established in the COSO framework.

The Company did not maintain effective monitoring activities to determine whether the components of internal control over financial reporting were present and functioning based on the criteria established in the COSO framework.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the fiscal year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

The following material weakness has been identified and included in management’s assessment:

The Company lacks effectively designed and implemented controls related to the review and approval of insurance losses due to insufficient segregation of duties within the related process.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the fiscal year ended December 31, 2025, of the Company, and this report does not affect our report on such financial statements.

/s/ DELOITTE & TOUCHE LLP

Austin, Texas

March 1, 2025

February 28, 2026

BIGLARI HOLDINGS INC.

21 unchanged sentences

Current portion of lease obligations 13,946 14,449

Line of credit 35,000 —

Current portion of note payable and lines of credit 33,070 35,000

Total current liabilities 155,995 147,316

Lease obligations 97,701 90,739

Line of credit 10,000 —

Note payable and lines of credit 213,920 10,000

Deferred taxes 18,029 29,393

34 unchanged sentences

Total cost and expenses 376,479 329,545 322,122

Investment gains (losses) 335 2,211 ( 3,393 )

Investment gains 528 335 2,211

Investment partnership gains (losses) ( 67,001 ) ( 41,058 ) 19,440

17 unchanged sentences

Comprehensive income (loss) ( 35,966 ) ( 4,113 ) 55,811

Comprehensive income (loss) attributable to noncontrolling interest — 591 ( 287 )

Total comprehensive income (loss) attributable to Biglari Holdings Inc.

Comprehensive income attributable to noncontrolling interest — — 591

Total comprehensive income (loss) attributable to

Biglari Holdings Inc.

shareholders $ ( 35,966 ) $ ( 4,113 ) $ 55,220

10 unchanged sentences

Provision for deferred income taxes ( 11,483 ) ( 8,489 ) 6,567

Asset impairments 1,107 3,947 3,520

Asset impairments and other non-cash expenses 1,489 1,107 3,947

Gains on sale of assets ( 15,615 ) ( 22,796 ) ( 21,241 )

Investment (gains) losses ( 335 ) ( 2,211 ) 3,393

Investment gains ( 528 ) ( 335 ) ( 2,211 )

Investment partnership (gains) losses 67,001 41,058 ( 19,440 )

7 unchanged sentences

Proceeds from property and equipment disposals 20,979 29,138 24,627

Acquisition of business, net of cash acquired — — ( 58,274 )

Purchases of noncontrolling interests — — ( 5,387 )

6 unchanged sentences

Proceeds from line of credit 55,250 61,050 31,600

Debt issuance costs ( 1,867 ) — —

Payments on note payable ( 1,125 ) — —

Proceeds from note payable, net 223,000 — —

Principal payments on direct financing lease obligations ( 5,725 ) ( 5,516 ) ( 6,132 )

29 unchanged sentences

Adjustment for holdings in investment partnerships ( 22,256 ) ( 22,256 )

Purchases of noncontrolling interests 3,806 ( 9,193 ) ( 5,387 )

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

17 unchanged sentences

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

As of December 31, 2024, Mr.

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

Principles of Consolidation

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Inventories are valued at the lower of cost (first-in, first-out method) or market, and consist primarily of restaurant food items and supply inventory.

Capitalized Software

Other assets include internal-use software development costs that are capitalized during the application development stage.

These costs are amortized over the estimated useful lives of the related software, generally ranging from three to seven years .

Costs related to planning, training, and maintenance are expensed as incurred.

Property and Equipment

15 unchanged sentences

All other exploratory wells and costs are expensed.

We did not have any property acquisition or exploration activities during 2024;

however, we did have $ 11,636 of development costs on a well.

We did not have any property acquisition or exploration activities during 2025 and development costs were nominal.

We did not have any property acquisition or exploration activities during 2024;

however, we did have $ 11,636 of development costs.

Asset Retirement Obligations

11 unchanged sentences

When an impairment is identified, we reduce the carrying value of the asset to its estimated fair value.

During 2024, $ 1,000 of impairment was recorded to goodwill at the Western Sizzlin reporting unit.

During 2023 and 2022, no impairment was recorded to goodwill.

During 2024, no impairment was recorded to other intangible assets.

During 2023, $ 20 of impairment was recorded to other intangible assets.

During 2022, no impairment was recorded to other intangible assets.

During 2025, no impairment was recorded to goodwill.

During 2024, a $ 1,000 impairment was recorded to goodwill at the Western Sizzlin reporting unit.

During 2025 and 2024, no impairment was recorded to other intangible assets.

Refer to Note 7 for information regarding our goodwill and other intangible assets.

103 unchanged sentences

New Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance to improve reportable segment disclosure requirements.

The new guidance requires that public entities disclose additional information related to significant segment expenses regularly provided to the chief operating decision maker and other segment items.

The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this standard retrospectively with such disclosures included in Note 17 to the accompanying Consolidated Financial Statements.

The adoption of this standard did not have a material effect on our consolidated financial statements.

Summary of Significant Accounting Policies (continued)

In December 2023, the FASB issued authoritative guidance modifying the disclosure requirements for income tax.

1 unchanged sentence

The guidance is effective for fiscal years beginning after December 15, 2024.

We are evaluating the impact of the new guidance on our disclosures.

The Company adopted this standard prospectively, with such disclosures included in Note 10 to the accompanying consolidated financial statements.

The adoption of this standard did not have a material effect on our consolidated financial statements.

Summary of Significant Accounting Policies (continued)

In November 2024, the FASB issued Accounting Standards Update 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires detailed disclosure in the notes to the financial statements of specific categories underlying certain expense captions on the income statement.

ASU 2024-03 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2027, with early adoption permitted.

Business Acquisitions

During 2022, the Company purchased 90 % of Abraxas Petroleum for $ 80,000 .

During 2023, the Company acquired the remaining 10 % of Abraxas Petroleum for $ 5,387 .

Abraxas Petroleum operates oil and natural gas properties in the Permian Basin.

The purchase price allocation included $ 70,200 of oil and gas properties, cash of $ 21,726 , and liabilities, net of other assets of $ 11,926 .

The Company’s financial results include the results of Abraxas Petroleum from the date of acquisition, September 14, 2022, to the end of the calendar year.

We are evaluating the impact of the new guidance on our disclosures.

Investments were $ 69,050 and $ 102,975 as of December 31, 2025 and 2024, respectively.

1 unchanged sentence

Realized gains and losses on disposals of investments are determined on a specific identification basis.

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

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

We consider investment income as a component of our aggregate insurance operating results.

14 unchanged sentences

The lock-up period can be waived by the general partner in its sole discretion.

Investment Partnerships (continued)

The fair value and adjustment for Company common stock held by the investment partnerships to determine the carrying value of our partnership interest are presented below.

2 unchanged sentences

Investment partnership gains (losses) 59,238 39,797 19,441

Distributions (net of contributions) ( 10,823 ) ( 10,823 )

Contributions (net of distributions) 30,530 30,530

Increase in proportionate share of Company stock held 6,662 ( 6,662 )

8 unchanged sentences

Partnership interest at December 31, 2025 $ 772,585 $ 618,310 $ 154,275

Investment Partnerships (continued)

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

13 unchanged sentences

Contribution to net earnings $ ( 51,996 ) $ ( 28,119 ) $ 14,646

Investment Partnerships (continued)

On December 31 of each year, the general partner of the investment partnerships, Biglari Capital, will earn an incentive reallocation fee for the Company’s investments equal to 25 % of the net profits above an annual hurdle rate of 6 % over the previous high-water mark.

3 unchanged sentences

There were no incentive reallocations from Biglari Holdings to Biglari Capital during 2025, 2024, or 2023.

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

and The Lion Fund II, L.P., is presented below.

Investment Partnerships (continued)

Summarized financial information for The Lion Fund, L.P., and The Lion Fund II, L.P., is presented below.

Equity in Investment Partnerships

4 unchanged sentences

Earnings for the year ended December 31, 2025 $ 151,327 $ ( 63,437 )

Biglari Holdings’ ownership interest 91.0 % 88.5 %

Biglari Holdings’ average ownership interest during 2025 91.4 % 88.6 %

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

2 unchanged sentences

Earnings for the year ended December 31, 2024 $ 154,805 $ ( 25,779 )

Biglari Holdings’ ownership interest 89.7 % 86.8 %

Biglari Holdings’ average ownership interest during 2024 90.1 % 87.2 %

Total assets as of December 31, 2023 $ 371,365 $ 373,302

2 unchanged sentences

Earnings for the year ended December 31, 2023 $ 47,154 $ 21,135

Biglari Holdings’ ownership interest 88.5 % 86.0 %

Biglari Holdings’ average ownership interest during 2023 89.0 % 86.4 %

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

3 unchanged sentences

Assets held for sale 1,134 1,081

Deferred acquisition costs 2,830 394

Prepaid contractual obligations 8,634 5,105

19 unchanged sentences

The fair value of the long-lived assets was determined based on Level 3 inputs using a discounted cash flow model and quoted prices for the properties.

We did not record any impairments to our oil and gas assets during 2024.

We did not record any impairments to our oil and gas assets during 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.

1 unchanged sentence

Abraxas Petroleum recorded gains of $ 11,877 , $ 16,700 , and $ 13,563 during 2025, 2024, and 2023, respectively, as a result of selling undeveloped reserves.

On February 20, 2025, Abraxas Petroleum sold additional undeveloped reserves and a gain of $ 8,557 will be recorded in the first quarter of 2025.

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

19 unchanged sentences

Balance as of December 31, 2024 $ 26,783 $ 25,713 $ 52,496

Impairment losses during 2024 ( 1,000 ) — ( 1,000 )

Change in foreign exchange rates during 2025 72 — 72

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No indicators of impairment were noted in our insurance reporting units.

During the second quarter of 2024, we performed our annual assessment of our recoverability of goodwill related to the Western Sizzlin reporting unit and an impairment of $ 1,000 was recorded.

There was no impairment recorded by Steak n Shake.

No impairment was recorded for our reporting units in 2023.

Goodwill and Other Intangible Assets (continued)

During the second quarter of 2025, we performed our annual assessment of our recoverability of goodwill related to the Western Sizzlin reporting unit and no impairment was recorded.

During the second quarter of 2024, $ 1,000 of impairment was recorded related to the Western Sizzlin reporting unit.

There was no impairment recorded by Steak n Shake in 2025 and 2024.

Other Intangible Assets

10 unchanged sentences

Intangible assets with indefinite lives consist of trade names and lease rights.

No impairment was recorded in 2024.

During 2023, $ 20 of impairment was recorded.

No impairment was recorded in 2025 and 2024.

Accounts Payable and Accrued Expenses

11 unchanged sentences

Accounts payable and accrued expenses $ 72,946 $ 63,381

Unpaid Loss and Loss Adjustment Expense

Unpaid Loss and Loss Adjustment Expenses

Other 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.

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The components of the provision for income taxes consist of the following.

2024 2023 2022

Federal $ 194

Total current 1,280

Federal ( 10,727 )

State ( 756 )

Total deferred ( 11,483 )

Income tax expense (benefit) $ ( 10,203 )

Federal $ 2,702 $ 2,197

State 1,392 544

Deferred ( 8,489 ) 6,567

Income tax expense (benefit) $ ( 4,395 ) $ 9,308

We did not have a net tax expense or benefit on income from international operations.

Income Taxes (continued)

Reconciliation of effective income tax:

1 unchanged sentence

State income taxes, net of federal benefit (1)

Foreign tax effects:

Foreign tax rate differences ( 184 ) 0.4 %

Changes in valuation allowance 1,213 ( 2.5 ) %

Federal income tax credits ( 220 ) 0.4 %

Nontaxable or nondeductible

Dividends received deduction ( 502 ) 1.0 %

Excess percentage depletion ( 518 ) 1.1 %

Other nontaxable or nondeductible 236 ( 0.5 ) %

Changes in unrecognized tax benefits 204 ( 0.4 ) %

Other ( 370 ) 0.8 %

Income tax expense (benefit) $ ( 10,203 ) 21.4 %

(1) State taxes in Indiana and Illinois made up the majority of the tax effect in this category.

There were no material effects from changes in tax laws or rates enacted in the current period or cross-border tax laws.

Reconciliation of effective income tax:

statutory rates $ ( 1,711 ) $ 13,618

State income taxes, net of federal benefit ( 2,485 ) 1,572

Federal income tax credits ( 144 ) ( 1,309 )

Dividends received deduction ( 910 ) ( 1,169 )

Valuation allowance 788 709

2 unchanged sentences

Abraxas tax attributes — ( 5,660 )

Other 94 138 ( 332 )

Income tax expense (benefit) $ ( 4,395 ) $ 9,308

The Company did not have a net tax expense or benefit on income from international operations.

Losses before income taxes derived from domestic operations during 2024 were $ 4,955 , earnings before income taxes derived from domestic operations during 2023 were $ 67,736 , and losses before income taxes derived from domestic operations during 2022 were $ 40,624 .

Losses before income taxes derived from international operations during 2024, 2023, and 2022 were $ 3,199 , $ 2,889 , and $ 2,403 , respectively.

During 2023, the Company recognized tax benefits associated with the tax attributes of Abraxas Petroleum’s oil and gas properties.

Income Taxes (continued)

Income (losses) before income taxes includes the following components.

2025 2024 2023

Domestic $ ( 42,792 ) $ ( 4,955 ) $ 67,736

Foreign ( 4,899 ) ( 3,199 ) ( 2,889 )

$ ( 47,691 ) $ ( 8,154 ) $ 64,847

As of December 31, 2025, we had $ 767 of unrecognized tax benefits, including $ 150 of interest and penalties, which are included in other long-term liabilities in the consolidated balance sheet.

3 unchanged sentences

Adjustments to the Company’s unrecognized tax benefit for gross increases for the current period tax position, gross decreases for prior period tax positions, and the lapse of statutes of limitations during 2025, 2024, and 2023 were not significant.

Income Taxes (continued)

We file income tax returns which are periodically audited by various foreign, federal, state, and local jurisdictions.

With few exceptions, we are no longer subject to federal, state, and local tax examinations for fiscal years prior to 2021.

With few exceptions, we are no longer subject to tax examinations for fiscal years prior to 2021.

We believe we have certain state income tax exposures related to fiscal years 2021 through 2025.

9 unchanged sentences

Bad debt reserve 920 743

Capital loss carryforward 14,565 —

Asset retirement obligation 1,563 573

Other 156 820

7 unchanged sentences

Net deferred tax liability $ ( 18,029 ) $ ( 29,393 )

Accounts payable and accrued expenses include income taxes receivable of $ 613 as of December 31, 2024, and income taxes payable of $ 980 as of December 31, 2023.

Lines of Credit

We have foreign, U.S.

federal and state net operating loss carryforwards.

The foreign net operating loss carryforwards do not expire.

federal net operating loss carryforwards were acquired as part of the Abraxas acquisition.

These net operating loss carryforwards are limited to $ 1,001 annually.

The majority of the state net operating loss carryforwards expire in 2035 through 2037, and others do not expire.

We made federal tax payments of $ 2,474 and state tax payments of $ 262 during 2025.

No individual state jurisdictions made up more than 5% of the total payments.

Note Payable and Lines of Credit

Note payable and lines of credit include the following.

Current portion of note payable and lines of credit December 31,

2025 December 31,

Steak n Shake note payable $ 5,820 $ —

Biglari Holdings lines of credit 27,250 35,000

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

The line of credit matures on September 13, 2026.

Total current portion of note payable and lines of credit $ 33,070 $ 35,000

Long-term portion of note payable and lines of credit

Steak n Shake note payable $ 213,920 $ —

Biglari Holdings lines of credit — 10,000

Total long-term portion of note payable and lines of credit $ 213,920 $ 10,000

Biglari Holdings’ Line of Credit

Biglari Holdings’ line of credit is 35,000 and matures on September 13, 2026.

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

There was a $ 35,000 balance of the line of credit on December 31, 2024.

There was no balance on the line of credit on December 31, 2023.

Our interest rate was 7.1 % on December 31, 2024 and 8.1 % on December 31, 2023, respectively.

There was a $ 27,250 and $ 35,000 balance of the line of credit on December 31, 2025 and 2024, respectively.

Our interest rate was 6.7 % and 7.1 % on December 31, 2025 and 2024, respectively.

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.

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

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

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.

Expected principal payments for the Steak n Shake note payable as of December 31, 2025, are as follows.

Total Steak n Shake note payable 223,875

Less unamortized debt issuance costs 4,135

Total Steak n Shake note payable, net $ 219,740

Western Sizzlin Revolver

27 unchanged sentences

Total lease costs $ 2,632 $ 872 $ 1,578

Lease Assets and Obligations (continued)

Supplemental cash flow information related to leases is as follows.

7 unchanged sentences

Property and equipment, net $ 6,420 $ 2,980

Lease Assets and Obligations (continued)

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

21 unchanged sentences

Rent expense $ 12,730 $ 12,292 $ 12,785

Lease Assets and Obligations (continued)

The components of lease income are as follows.

3 unchanged sentences

Total lease income $ 24,711 $ 23,978 $ 23,692

Lease Assets and Obligations (continued)

The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of December 31, 2025.

11 unchanged sentences

The services agreement has a rolling five-year term, with annual adjustments to the fixed fee.

The fixed fee was $ 700 per month from its inception in October 2017 to November 2023.

The fixed fee was $ 800 per month from December 2023 to September 2024 and $ 900 per month from October 2024 to December 2024.

The Company paid Biglari Enterprises $ 11,400 in service fees during 2025 and $ 9,900 during 2024.

9 unchanged sentences

The lock-up period can be waived by the general partner in its sole discretion.

Related Party Transactions (continued)

As the general partner of the investment partnerships, Biglari Capital will earn an incentive reallocation fee, on December 31 of each year, for the Company’s investments equal to 25 % of the net profits above a hurdle rate of 6 % over the previous high-water mark.

7 unchanged sentences

Biglari will receive 25 % of any incremental book value created above the high-water mark plus the hurdle rate.

Biglari earned incentive fees of $ 455 and $ 7,271 during 2024 and 2023, respectively.

Biglari did not earn an incentive fee during 2025.

Biglari earned an incentive fee of $ 455 during 2024.

The 2024 incentive fee was paid during 2025.

The 2024 incentive fee will be paid in 2025 and is recorded as accrued compensation within accounts payable and accrued expenses as of December 31, 2024.

Commitments and Contingencies

20 unchanged sentences

Equity securities:

The Company’s investments in equity securities are classified within Level 1 of the fair value hierarchy.

Fair Value of Financial Assets (continued)

The Company’s investments in equity securities are classified within Level 1 or Level 3 of the fair value hierarchy.

The Company’s investments in bonds consist of both corporate and government debt.

Bonds may be classified as Level 1 or Level 2 of the fair value hierarchy.

Fair Value of Financial Assets (continued)

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

19 unchanged sentences

The cost and expense information provided is based on the information regularly provided to the chief operating decision-maker.

Given the varied operating segments and differences in revenue streams and cost structures, there are wide variances in the form, content, and levels of such expense information significant to the business.

Given the varied operating segments and the differences in revenue streams and cost structures, there are wide variances in the form, content, and levels of such expense information significant to the business.

With respect to insurance underwriting, the chief operating decision-maker considers pre-tax underwriting earnings.

1 unchanged sentence

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

Business Segment Reporting (continued)

A disaggregation of our consolidated data for each of the three most recent years is presented in the tables which follow.

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

Revenue $ 37,691 $ 28,118 $ 65,809 $ 3,928 $ 2,956 $ 72,693

Cost and expenses:

Insurance losses 27,236 16,407 43,643 — — 43,643

Underwriting expenses 6,417 11,311 17,728 — — 17,728

Other segment items — — — — 2,232 2,232

Total costs and expenses 33,653 27,718 61,371 — 2,232 63,603

Earnings before income taxes $ 4,038 $ 400 $ 4,438 $ 3,928 $ 724 $ 9,090

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

Revenue $ 36,917 $ 24,308 $ 61,225 $ 3,074 $ 2,973 $ 67,272

Cost and expenses:

Insurance losses 20,861 14,807 35,668 — — 35,668

Underwriting expenses 6,564 10,539 17,103 — — 17,103

Other segment items — — — — 1,418 1,418

Total costs and expenses 27,425 25,346 52,771 — 1,418 54,189

Earnings before income taxes $ 9,492 $ ( 1,038 ) $ 8,454 $ 3,074 $ 1,555 $ 13,083

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

Revenue $ 35,914 $ 24,035 $ 59,949 $ 1,380 $ 3,211 $ 64,540

Cost and expenses:

Insurance losses 22,299 14,888 37,187 — — 37,187

Underwriting expenses 7,037 10,424 17,461 — — 17,461

Other segment items — — — ( 12 ) ( 12 )

Total costs and expenses 29,336 25,312 54,648 — ( 12 ) 54,636

Earnings before income taxes $ 6,578 $ ( 1,277 ) $ 5,301 $ 1,380 $ 3,223 $ 9,904

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

Business Segment Reporting (continued)

A disaggregation of our consolidated data for each of the three most recent years is presented in the tables that follow.

Steak n Shake Western Sizzlin Total Restaurants

8 unchanged sentences

Earnings before income taxes $ 22,570 $ 572 $ 23,142

Business Segment Reporting (continued)

Steak n Shake Western Sizzlin Total Restaurants

18 unchanged sentences

Earnings before income taxes $ 26,170 $ 1,793 $ 27,963

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

Revenue $ 36,674 $ 33,473 $ 70,147 $ 3,339 $ 2,977 $ 76,463

Cost and expenses:

Insurance losses 23,028 20,114 43,142 — — 43,142

Underwriting expenses 7,631 12,164 19,795 — — 19,795

Other segment items — — — — 810 810

Total costs and expenses 30,659 32,278 62,937 — 810 63,747

Earnings before income taxes $ 6,015 $ 1,195 $ 7,210 $ 3,339 $ 2,167 $ 12,716

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

Revenue $ 37,691 $ 28,118 $ 65,809 $ 3,928 $ 2,956 $ 72,693

Cost and expenses:

Insurance losses 27,236 16,407 43,643 — — 43,643

Underwriting expenses 6,417 11,311 17,728 — — 17,728

Other segment items — — — — 2,232 2,232

Total costs and expenses 33,653 27,718 61,371 — 2,232 63,603

Earnings before income taxes $ 4,038 $ 400 $ 4,438 $ 3,928 $ 724 $ 9,090

Business Segment Reporting (continued)

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

Revenue $ 36,917 $ 24,308 $ 61,225 $ 3,074 $ 2,973 $ 67,272

Cost and expenses:

Insurance losses 20,861 14,807 35,668 — — 35,668

Underwriting expenses 6,564 10,539 17,103 — — 17,103

Other segment items — — — — 1,418 1,418

Total costs and expenses 27,425 25,346 52,771 — 1,418 54,189

Earnings before income taxes $ 9,492 $ ( 1,038 ) $ 8,454 $ 3,074 $ 1,555 $ 13,083

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

Abraxas Petroleum Southern Oil Total

16 unchanged sentences

Earnings before income taxes $ 19,853 $ ( 81 ) $ 19,772

Business Segment Reporting (continued)

Abraxas Petroleum Southern Oil Total

7 unchanged sentences

Earnings before income taxes $ 22,410 $ 3,356 $ 25,766

Business Segment Reporting (continued)

Brand Licensing

2025 2024 2023

11 unchanged sentences

Oil and gas 1,261 11,783 544

Brand licensing 1,776 — —

Operating businesses 29,984 33,747 22,147

7 unchanged sentences

Oil and gas 11,674 11,102 10,339

Brand licensing 446 — —

Operating businesses 39,247 38,445 37,709

6 unchanged sentences

Investment partnership gains (losses) — — —

Investment gains (losses) — — —

Investment gains — — —

Interest expenses not allocated to segments — — —

5 unchanged sentences

Investment partnership gains (losses) ( 67,001 ) ( 41,058 ) 19,440

Investment gains (losses) 335 2,211 ( 3,393 )

Investment gains 528 335 2,211

Interest expenses not allocated to segments ( 8,221 ) ( 771 ) ( 681 )

18 unchanged sentences

Maxim 18,442 17,098

Corporate 66,029 35,411

Corporate and other 169,054 66,029

Investment partnerships 154,275 201,727

11 unchanged sentences

Subsequent Events

On December 26, 2024, Abraxas Petroleum entered into an agreement to sell undeveloped reserves.

The transaction closed on February 20, 2025.

As a result of the transaction, a gain of $ 8,557 will be recorded in the first quarter of 2025.

Abraxas Petroleum may receive future royalties as a result of this transaction.

On January 16, 2026, we entered into an At the Market Offering Agreement with a third party (the “Sales Agent”) providing for the sale by the Company of up to $ 500,000 of our Class A Common Stock, no par value, and Class B Common Stock, no par value.

Through February 24, 2026, the Company sold 4,312 shares of Class A Common Stock for $ 9,080 and 14,500 shares of Class B Common Stock for $ 5,993 .

We intend to use the net proceeds from these offerings to support our business and investment activities and build a stronger capital position at the holding company for the acquisition of businesses, for augmenting the capital of insurance subsidiaries, or for other general corporate purposes.

Supplemental Oil and Gas Disclosures (Unaudited)

The Company has determined it had significant oil and gas producing activities during the years ended December 31, 2024, December 31, 2023, and December 31, 2022, in accordance with ASC 932 “ Extractive Activities — Oil and Gas.

The Company has determined it had significant oil and gas producing activities during the years ended December 31, 2025, 2024, and 2023, in accordance with ASC 932 “ Extractive Activities — Oil and Gas.

Estimated Quantities of Proved Oil and Natural Gas Reserves

17 unchanged sentences

Revisions ( 113 ) ( 2,355 ) 10 ( 495 )

Extensions 219 470 66 362

Acquisition of reserves — — — —

Production ( 480 ) ( 1,775 ) ( 128 ) ( 904 )

2 unchanged sentences

Extensions 463 1,942 193 981

Acquisition of reserves — — — —

Production ( 438 ) ( 1,288 ) ( 78 ) ( 731 )

35 unchanged sentences

Sales of oil and natural gas, net of production expenses ( 20,290 )

Extensions 8,836

Revisions of previous quantity estimates ( 7,529 )

Previously estimated development costs incurred 10,343

Net change in taxes 2,738

5 unchanged sentences

Sales of oil and natural gas, net of production expenses ( 17,628 )

Extensions 17,523

Revisions of previous quantity estimates ( 23,844 )

Previously estimated development costs incurred 10,343

Net change in taxes 5,771

5 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data