1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Based on an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), our Chief Executive Officer and our Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2024, because of certain material weaknesses in our internal control over financial reporting, as further described below.
+Added: Based on an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), our Chief Executive Officer and our Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2025, because of the material weakness in our internal control over financial reporting, as further described below.
Notwithstanding this material weakness, our management concluded that our consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations, and cash flows as of and for the periods presented in conformity with accounting principles generally accepted in the United States (“U.S.
4 unchanged sentences
In making this assessment, we used the criteria set forth in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
−Removed: Based on our evaluation under these criteria, management determined, based upon the existence of the material weaknesses described below, that we did not maintain effective internal control over financial reporting as of December 31, 2024.
+Added: Based on our evaluation under these criteria, management determined, based upon the existence of the material weakness described below, that we did not maintain effective internal control over financial reporting as of December 31, 2025.
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 our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: Control Environment.
−Removed: 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.
−Removed: The Company manages its operating businesses on a decentralized basis.
−Removed: Decentralized operations can inherently create additional control risks, and the Company did not design effective internal control over financial reporting to mitigate these risks.
−Removed: The material weakness in the control environment led to the additional material weaknesses detailed below.
−Removed: Risk Assessment.
−Removed: The Company did not design and implement an effective risk assessment based on the criteria established in the COSO framework.
−Removed: A material weakness, either individually or in the aggregate, was identified pertaining to (i) identifying, assessing, and communicating appropriate objectives;
−Removed: (ii) identifying and analyzing risks to achieve these objectives;
−Removed: and (iii) implementing an effective risk assessment to identify and assess changes in the business if such changes were to occur.
−Removed: Control Activities.
−Removed: 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.
−Removed: As a result, the following control deficiencies constitute material weaknesses, individually and in the aggregate:
−Removed: (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.
−Removed: These material weaknesses resulted in insufficiently designed controls within our insurance and oil and gas subsidiaries.
−Removed: These deficiencies resulted in material weaknesses, individually or in the aggregate, for the remaining control activities of these subsidiaries.
−Removed: 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.
−Removed: Information and Communication.
−Removed: We identified control deficiencies that constitute material weaknesses, either individually or in the aggregate, related to (i) internal communication of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control;
−Removed: and (ii) communicating with our Board of Directors regarding matters affecting the functioning of internal control based on the criteria established in the COSO framework.
−Removed: Monitoring Activities.
−Removed: 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.
+Added: 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.
Deloitte & Touche LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025.
Remediation Plans and Status
−Removed: We are committed to maintaining a strong internal control environment and implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated as soon as practicable.
−Removed: We will complete our remediation actions with consideration of our decentralized operations.
−Removed: The Company has engaged a third-party provider of internal control services to assist us with designing and implementing controls to address the material weaknesses.
−Removed: We will design and implement a risk assessment process, and establish processes and controls to support an effective control environment.
−Removed: These actions are intended to enable the Company to enhance our monitoring of our internal controls over financial reporting as well as enhance required communication.
−Removed: In addition, we will design and implement controls to address material weaknesses in control activities including segregation of duties and general information technology controls.
+Added: Management, under the oversight of the Audit Committee, will implement measures and take steps to address the underlying causes of the material weakness, so long as it does not cause disruption to subsidiary operations or materially increase the subsidiary’s costs.
As the Company continues to evaluate its internal controls, it may take additional remediation actions.
−Removed: Our material weaknesses will not be considered remediated until the controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.
+Added: Our material weakness will not be considered remediated until the controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.
Inherent Limitations on Effectiveness of Controls and Procedures
3 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: Except for the identification of the material weaknesses above, there were no changes during the year ended December 31, 2024, in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes during the quarter ended December 31, 2025, in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, with the exception of actions taken to remediate our previously identified material weaknesses, which included formalizing our risk assessment process;
+Added: enhancing general information technology controls and control activities over journal entries and account reconciliations;
+Added: enhancing communication with our Board of Directors on matters affecting the functioning of internal control;
+Added: and implementing and enhancing controls over the monitoring and oversight of internal controls within the organization.
Biglari Holdings Inc.
−Removed: March 1, 2025
+Added: February 28, 2026
Other Information
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and Sardar Biglari (incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).
−Removed: 10.08 Form of Indemnity Agreement for Directors, as adopted on May 26, 2022 (incorporated by reference to Exhibit 10.10 to the Company's Annual Report of Form 10-K for the annual period ended December 31, 2022) .
−Removed: 10.09** Amended revolving line of credit note between Biglari Holdings Inc.
−Removed: and Texas Partners Bank.
−Removed: 10.10** Loan agreement, dated November 8, 2024, between Biglari Holdings Inc.
−Removed: and International Bank of Commerce.
−Removed: 19.01** Insider Trading Policies and Procedures
+Added: 10.08 Form of Indemnity Agreement for Directors, as adopted on May 26, 2022 (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the annual period ended December 31, 2022) .
+Added: 10.09 Mortgage Loan Agreement, dated September 30, 2025, between Store Capital Acquisitions, LLC and Steak n Shake Inc.
+Added: (incorporated by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025).
+Added: 19.01 Insider Trading Policies and Procedures (incorporated by reference to Exhibit 19.01 to the Company's Annual Report on Form 10-K for the annual period ended December 31, 2024).
21.01** Subsidiaries of the Company.
+Added: 23.01** Consent of Independent Registered Public Accounting Firm.
31.01** Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Not applicable.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 1, 2025.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2026.
B IGLARI H OLDINGS INC .
/s/ B RUCE L EWIS
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on March 1, 2025.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on February 28, 2026.
Signature Title
3 unchanged sentences
CARDWELL Director
−Removed: /s/ PHILIP COOLEY Director - Vice Chairman
+Added: /s/ PHILIP COOLEY Director and Vice Chairman
Philip Cooley
3 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.