What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 131 added, 547 removed, 484 unchanged (58% of the section changed)

3 unchanged sentences

(dollars in thousands)

September 30,

2026 December 31,

15 unchanged sentences

Accounts payable and accrued expenses $ 66,172 $ 72,946

Losses and loss adjustment expenses 18,502 17,250

Loss and loss adjustment expenses 18,755 18,220

Unearned premiums 18,520 17,813

3 unchanged sentences

Lease obligations 105,165 97,701

Deferred taxes 28,096 29,393

Note payable and lines of credit 211,676 213,920

Deferred taxes 21,509 18,029

Asset retirement obligations 15,700 15,542

14 unchanged sentences

(dollars in thousands except per share amounts)

Third Quarter First Nine Months

2025 2024 2025 2024

(Unaudited) (Unaudited)

First Quarter

Restaurant operations $ 66,146 $ 64,349

10 unchanged sentences

Gain on sale of oil and gas properties — ( 9,323 )

Impairments — — 1,251 1,107

Depreciation, depletion, and amortization 10,657 10,257

Interest expense on leases 1,357 1,333

Interest expense on borrowings 829 275 2,581 317

Interest expense on debt 5,651 900

Total costs and expenses 101,622 85,041

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

Investment gains (losses) ( 1,287 ) ( 1,585 )

Investment partnership gains (losses) ( 13,454 ) ( 49,592 )

Total other income (expenses) ( 14,406 ) 40,054 ( 4,154 ) ( 18,867 )

Total other income (expense) ( 14,741 ) ( 51,177 )

Earnings (loss) before income taxes ( 18,882 ) ( 41,183 )

2 unchanged sentences

Net earnings (loss) per average equivalent Class A share* $ ( 55.81 ) $ ( 126.40 )

*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.

* Net earnings (loss) per average equivalent Class B share outstanding are one-fifth of the average equivalent Class A share or $( 11.16 ) for the first quarter of 2026 and $( 25.28 ) for the first quarter of 2025.

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

(dollars in thousands)

Third Quarter First Nine Months

2025 2024 2025 2024

(Unaudited) (Unaudited)

First Quarter

Net earnings (loss) $ ( 14,531 ) $ ( 33,275 )

Foreign currency translation ( 220 ) 470

Comprehensive income (loss) $ ( 5,271 ) $ 32,613 $ 13,865 $ 6,853

Total comprehensive income (loss) $ ( 14,751 ) $ ( 32,805 )

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in thousands)

Stock Additional Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Treasury

For the first quarter of 2026

Balance at December 31, 2025 $ 1,138 $ 385,594 $ 590,211 $ ( 1,350 ) $ ( 452,164 ) $ 523,429

Net earnings (loss) ( 14,531 ) ( 14,531 )

Issuance of common stock under ATM program 9 14,911 14,920

Other comprehensive income (loss) ( 220 ) ( 220 )

Adjustment for holdings in investment partnerships ( 4,438 ) ( 4,438 )

Balance at March 31, 2026 $ 1,147 $ 400,505 $ 575,680 $ ( 1,570 ) $ ( 456,602 ) $ 519,160

For the first quarter 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 income 470 470

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

Balance at March 31, 2025 $ 1,138 $ 385,594 $ 594,424 $ ( 2,402 ) $ ( 438,918 ) $ 539,836

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

(dollars in thousands)

First Nine Months

First Quarter

Operating activities

Net earnings $ 12,365 $ 6,514

Adjustments to reconcile net earnings to operating cash flows:

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

Net earnings (loss) $ ( 14,531 ) $ ( 33,275 )

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

Depreciation and amortization 10,657 10,257

Provision for deferred income taxes 3,501 ( 9,156 )

Asset impairments 1,251 1,107

Gains on sale of assets ( 14,050 ) ( 21,718 )

Investment and investment partnership gains and losses 4,154 18,867

Asset impairments and other non-cash expenses 274 —

(Gains) losses on sale of assets 194 ( 9,060 )

Investment and investment partnerships (gains) losses 14,741 51,177

Distributions from investment partnerships 13,020 —

Changes in receivables, inventories and other assets ( 2,571 ) ( 2,503 )

Changes in receivables and inventories ( 2,477 ) 1,606

Changes in accounts payable and accrued expenses ( 5,047 ) 4,246

8 unchanged sentences

Financing activities

Proceeds from line of credit 43,000 16,050

Payments on line of credit ( 6,000 ) ( 9,600 )

Proceeds from note payable, net 223,000 —

Proceeds from line of credit 1,250 13,000

Debt issuance costs ( 54 ) —

Payments on note payable ( 2,250 ) —

Proceeds from issuance of common stock 14,920 —

Principal payments on direct financing lease obligations ( 1,809 ) ( 1,398 )

Net cash provided by financing activities 6,057 2,002

Effect of exchange rate changes on cash 54 ( 42 )

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

Effects of foreign currency exchange rate changes 47 40

Increase (decrease) in cash, cash equivalents and restricted cash ( 68,707 ) ( 2,057 )

Cash, cash equivalents and restricted cash at beginning of year 269,493 31,432

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

September 30,

Cash, cash equivalents and restricted cash at end of first quarter $ 200,786 $ 29,375

First Quarter

Cash and cash equivalents $ 200,075 $ 28,664

Restricted cash in other long-term assets 711 711

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

See accompanying Notes to Consolidated Financial Statements.

BIGLARI HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in thousands)

Stock Additional Paid-In

Capital Retained

Earnings Accumulated Other Comprehensive Income (Loss) Treasury

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 income 470 470

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

Balance at March 31, 2025 $ 1,138 $ 385,594 $ 594,424 $ ( 2,402 ) $ ( 438,918 ) $ 539,836

Net earnings (loss) 50,931 50,931

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

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

Other comprehensive income 20 20

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

Net earnings (loss) ( 48,190 ) ( 48,190 )

Other comprehensive loss ( 118 ) ( 118 )

Adjustment for holdings in investment partnerships ( 1,085 ) ( 1,085 )

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

Cash, cash equivalents and restricted cash at end of first quarter $ 200,786 $ 29,375

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

(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 September 30, 2025, Mr.

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

Principles of Consolidation

1 unchanged sentence

Intercompany accounts and transactions have been eliminated in consolidation.

Earnings Per Share

Earnings per share of common stock is based on the weighted-average number of shares outstanding during the year.

The shares of Company stock attributable to our limited partner interest in The Lion Fund, L.P., and The Lion Fund II, L.P., (collectively, the “investment partnerships”) — based on our proportional ownership during this period — are considered treasury stock on the consolidated balance sheet and thereby deemed not to be included in the calculation of weighted average common shares outstanding.

The shares of Company stock attributable to our limited partner interest in The Lion Fund, L.P., and The Lion Fund II, L.P.

(collectively, the “investment partnerships”) — based on our proportional ownership during this period — are considered treasury stock on the consolidated balance sheet and thereby deemed not to be included in the calculation of weighted-average common shares outstanding.

However, these shares are legally outstanding.

Earnings Per Share (continued)

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

September 30, 2025 December 31, 2024

The following table presents shares authorized, issued, and outstanding on March 31, 2026 and December 31, 2025.

March 31, 2026 December 31, 2025

Class A Class B Class A Class B

1 unchanged sentence

Common stock issued and outstanding 211,176 2,083,140 206,864 2,068,640

Common Stock (continued)

The Company has applied the “two-class method” of computing earnings per share as prescribed in Accounting Standards Codification (“ASC”) 260, “ Earnings Per Share ”.

1 unchanged sentence

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

Third Quarter First Nine Months

2025 2024 2025 2024

March 31, 2026 March 31, 2025

Equivalent Class A common stock outstanding 627,804 620,592

1 unchanged sentence

Equivalent Class A common stock for earnings per share 260,386 263,257

On January 16, 2026, we entered into an At-the-Market Offering Agreement with a third party providing for the sale of up to $ 500,000 in shares of our common stock.

During the first quarter of 2026, the Company sold 4,312 shares of Class A Common Stock and 14,500 shares of Class B Common Stock .

We classify investments in fixed maturity securities at the acquisition date as available-for-sale.

3 unchanged sentences

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

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 losses for the first quarter of 2026 and 2025 were $ 1,287 and $ 1,585 , respectively.

Investment Partnerships

11 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.

3 unchanged sentences

Investment partnership gains (losses) ( 16,639 ) ( 3,185 ) ( 13,454 )

Distributions (net of contributions) ( 9,035 ) ( 9,035 )

Contributions (net of distributions) 29,110 29,110

Changes in proportionate share of Company stock held 4,438 ( 4,438 )

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

Partnership interest at March 31, 2026 $ 785,056 $ 619,563 $ 165,493

Investment Partnerships (continued)

Fair Value Company

4 unchanged sentences

Changes in proportionate share of Company stock held 320 ( 320 )

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

Partnership interest at March 31, 2025 $ 558,147 $ 389,012 $ 169,135

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

September 30,

2026 December 31, 2025

2 unchanged sentences

Carrying value of investment partnerships net of deferred taxes $ 140,662 $ 134,271

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 $ 445,145 and $ 438,598 at September 30, 2025 and December 31, 2024, respectively.

We expect that a majority of the $ 24,831 and $ 20,004 deferred tax liabilities 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 $ 456,602 and $ 452,164 as of March 31, 2026, and December 31, 2025, 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.

Third Quarter First Nine Months

2025 2024 2025 2024

First Quarter

Gains (losses) from investment partnerships $ ( 13,454 ) $ ( 49,592 )

Tax expense (benefit) ( 3,203 ) ( 10,166 )

Contribution to net earnings (loss) $ ( 12,476 ) $ 26,447 $ ( 5,708 ) $ ( 17,153 )

Contribution to net earnings $ ( 10,251 ) $ ( 39,426 )

On December 31 of each year, the general partner of the investment partnerships, Biglari Capital Corp., 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

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 quarters of 2026 and 2025.

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.

and The Lion Fund II, L.P.

is presented below.

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

Equity in Investment Partnerships

Lion Fund Lion Fund II

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 March 31, 2026 $ 755,402 $ 297,280

Total liabilities as of March 31, 2026 $ 21,296 $ 159,882

Revenue for the first quarter of 2026 $ ( 2,107 ) $ ( 13,478 )

Earnings for the first quarter of 2026 $ ( 2,304 ) $ ( 15,363 )

Biglari Holdings’ average ownership interest during 2026 92.7 % 91.6 %

Total assets as of December 31, 2025 $ 750,172 $ 293,051

Total liabilities as of December 31, 2025 $ 16,742 $ 163,900

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 for the first quarter of 2025 $ ( 84,132 ) $ ( 40,875 )

Earnings for the first quarter of 2025 $ ( 84,439 ) $ ( 43,373 )

Biglari Holdings’ average ownership interest during 2025 91.0 % 88.7 %

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,

2026 December 31,

8 unchanged sentences

Property and equipment, net $ 367,816 $ 366,607

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.

Depletion expense related to oil and gas properties was $ 2,697 and $ 3,058 during the first quarter of 2026 and 2025, respectively.

We did not record any impairments to our restaurant long-lived assets in the first quarter of 2026 and 2025.

We did not record any impairments to our oil and gas assets during the first quarter of 2026 and 2025.

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 $ 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)

Abraxas Petroleum recorded gains of $ 9,323 during the first quarter of 2025, as 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.

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.

No gains were recorded during the first quarter of 2026.

Property and equipment held for sale of $ 1,134 are recorded in other current assets as of March 31, 2026 and December 31, 2025.

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

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.

Property and Equipment (continued)

During the first quarter of 2026 and 2025, the Company recognized net losses of $ 217 and $ 262 , 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

3 unchanged sentences

Goodwill $ 53,868

Impairments prior to 2025 ( 1,300 )

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

Goodwill at September 30, 2025

Accumulated impairment losses ( 1,300 )

Change in foreign exchange rates during the first quarter of 2026 ( 13 )

Goodwill at March 31, 2026

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 nine months of 2025 or 2024.

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

We did not record an impairment for goodwill during 2025.

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

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

There was no impairment recorded for goodwill or intangible assets during the first quarters of 2026 or 2025.

Other Intangible Assets

3 unchanged sentences

Intangibles $ 15,876 $ 11,546 $ 27,422

Impairments prior to 2025 — ( 3,748 ) ( 3,748 )

Accumulated impairment losses — ( 3,748 ) ( 3,748 )

$ 15,876 $ 7,798 $ 23,674

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

Balance at September 30, 2025

Change in foreign exchange rates during the first quarter of 2026 — ( 149 ) ( 149 )

Balance at March 31, 2026

$ 15,876 $ 7,649 $ 23,525

1 unchanged sentence

Restaurant operations revenues were as follows.

Third Quarter First Nine Months

2025 2024 2025 2024

First Quarter

Net sales $ 40,347 $ 41,615

3 unchanged sentences

$ 66,146 $ 64,349

Restaurant Operations Revenues (continued)

Net sales are composed of retail sales of food through company-operated stores.

9 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 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.

During the first quarter of 2026 and 2025, restaurant operations recognized $ 6,212 and $ 5,553 , 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,

2026 December 31,

12 unchanged sentences

Note payable and lines of credit include the following.

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

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

2026 December 31,

Steak n Shake note payable $ 5,762 $ 5,820

Biglari Holdings lines of credit 15,000 35,000

Biglari Holdings line of credit 22,500 27,250

Total current portion of note payable and lines of credit $ 28,262 $ 33,070

1 unchanged sentence

Steak n Shake note payable $ 211,676 $ 213,920

Biglari Holdings lines of credit — 10,000

Biglari Holdings line of credit — —

Total long-term portion of note payable and lines of credit $ 211,676 $ 213,920

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 .

The line of credit matures on September 13, 2026.

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 $ 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 was terminated on September 29, 2025.

Our interest rate was 6.4 % and 6.7 % on March 31, 2026 and December 31, 2025, respectively.

Steak n Shake Note Payable

4 unchanged sentences

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.

Expected principal payments for the Steak n Shake note payable as of March 31, 2026, are as follows.

Remainder of 2026 $ 4,500

After 2029 196,875

Total Steak n Shake note payable 221,625

3 unchanged sentences

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

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

Unpaid Losses and Loss Adjustment Expenses

As of March 31, 2026 and December 31, 2025, Western Sizzlin had no debt outstanding under its revolver.

Unpaid Loss 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 nine-month periods ended September 30, 2025 and 2024 follows.

September 30,

2025 September 30,

A reconciliation of the changes in claim liabilities, net of reinsurance, for each of the three-month periods ended March 31, 2026 and 2025 follows.

March 31, March 31,

Balances at beginning of year:

10 unchanged sentences

Total 9,421 11,273

Balances at September 30:

Balances at March 31:

Net liabilities 18,755 17,982

1 unchanged sentence

Gross liabilities $ 19,828 $ 18,655

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.

We recorded net reductions of estimated ultimate liabilities for prior accident years of $ 1,222 in the first quarter of 2026 and net increases of estimated ultimate liabilities for prior accident years of $ 189 in the first quarter of 2025, which produced corresponding changes in incurred losses and loss adjustment expenses in those periods.

These changes, as a percentage of the net liabilities at the beginning of each year, were 6.7 % in 2026 and 1.1 % in 2025.

1 unchanged sentence

Lease obligations include the following.

Current portion of lease obligations September 30,

Current portion of lease obligations March 31,

2026 December 31,

8 unchanged sentences

Total long-term lease obligations $ 105,165 $ 97,701

Lease Assets and Obligations (continued)

Nature of Leases

5 unchanged sentences

Total lease cost consists of the following.

Third Quarter First Nine Months

2025 2024 2025 2024

First Quarter

Finance lease costs:

5 unchanged sentences

Supplemental cash flow information related to leases is as follows.

First Nine Months

First Quarter

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

2 unchanged sentences

Operating cash flows from operating leases $ 3,631 $ 2,728

Lease Assets and Obligations (continued)

Supplemental balance sheet information related to leases is as follows.

September 30,

2026 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 %

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

Lease Assets and Obligations (continued)

Maturities of lease liabilities as of March 31, 2026 are as follows.

Year Operating

9 unchanged sentences

Total lease liabilities $ 43,500 $ 6,909

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

Third Quarter First Nine Months

2025 2024 2025 2024

The components of lease income are as follows.

First Quarter

Operating lease income $ 4,391 $ 3,932

1 unchanged sentence

Total lease income $ 6,573 $ 5,832

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.

The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of March 31, 2026.

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

4 unchanged sentences

Total future minimum receipts $ 2,120 $ 6,444

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.

In determining the quarterly provision for income taxes, the Company used an estimated annual effective tax rate for the first quarter of 2026 and 2025.

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 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.

The income tax benefit for the first quarter of 2026 was $ 4,351 compared to an income tax benefit of $ 7,908 for the first quarter of 2025.

The decreased income tax benefit between 2026 and 2025 is primarily attributable to lower tax benefits on pre-tax losses generated by the investment partnerships.

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.

12 unchanged sentences

Equity securities:

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

The Company’s investments in equity securities are classified as 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 l or Level 2 of the fair value hierarchy.

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

September 30, 2025 December 31, 2024

Fair Value of Financial Assets (continued)

As of March 31, 2026, and December 31, 2025, the fair values of financial assets were as follows.

March 31, 2026 December 31, 2025

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 $ 8,550 in service fees during the first nine months of 2025 and $ 7,200 during the first nine months of 2024.

The Company paid Biglari Enterprises $ 2,850 in service fees during the first quarters of 2026 and 2025.

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 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

Revenue $ 69,148 $ 2,593 $ 71,741

Cost and expenses:

Cost of food 13,928 921 14,849

Labor costs 13,929 644 14,573

Occupancy and other 13,113 811 13,924

Selling, general and administrative 14,241 41 14,282

Depreciation, amortization and impairment 6,449 19 6,468

Total costs and expenses 61,660 2,436 64,096

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

A disaggregation of our consolidated data for the first quarters of 2026 and 2025 is presented in the tables which follow.

Business Segment Reporting (continued)

Third Quarter

Steak n Shake Western Sizzlin Total Restaurants

Revenue $ 59,821 $ 2,563 $ 62,384

Cost and expenses:

Cost of food 11,370 848 12,218

Labor costs 12,337 821 13,158

Occupancy and other 11,672 517 12,189

Selling, general and administrative 11,464 95 11,559

Depreciation, amortization and impairment 6,730 17 6,747

Total costs and expenses 53,573 2,298 55,871

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

First Nine Months

First Quarter

Steak n Shake Western Sizzlin Total Restaurants

8 unchanged sentences

Earnings before income taxes $ 2,697 $ 179 $ 2,876

First Nine Months

First Quarter

Steak n Shake Western Sizzlin Total Restaurants

8 unchanged sentences

Earnings before income taxes $ 3,088 $ 226 $ 3,314

Business Segment Reporting (continued)

Third Quarter

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

Revenue $ 9,136 $ 8,596 $ 17,732 $ 824 $ 623 $ 19,179

Cost and expenses:

Insurance losses 6,517 3,531 10,048 — — 10,048

Underwriting expenses 928 2,219 3,147 — — 3,147

Other segment items — — — — 737 737

Total costs and expenses 7,445 5,750 13,195 — 737 13,932

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

Third Quarter

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

Revenue $ 9,394 $ 7,281 $ 16,675 $ 816 $ 756 $ 18,247

Cost and expenses:

Insurance losses 6,003 3,486 9,489 — — 9,489

Underwriting expenses 2,025 2,883 4,908 — — 4,908

Other segment items — — — — 727 727

Total costs and expenses 8,028 6,369 14,397 — 727 15,124

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

First Nine Months

First Quarter

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

7 unchanged sentences

Business Segment Reporting (continued)

First Nine Months

First Quarter

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.

Oil and Gas Third Quarter

Oil and Gas First Quarter

Abraxas Petroleum Southern Oil Total

5 unchanged sentences

Total costs and expenses 4,621 3,502 8,123

Gains on sales of properties 95 — 95

Earnings before income taxes $ 1,505 $ ( 492 ) $ 1,013

Third Quarter

First Quarter

Abraxas Petroleum Southern Oil Total

8 unchanged sentences

Business Segment Reporting (continued)

First Nine Months

Abraxas Petroleum Southern Oil Total

Revenue $ 14,327 $ 10,473 $ 24,800

Cost and expenses:

Production costs 6,921 3,250 10,171

Depreciation, depletion and accretion 5,049 3,832 8,881

General and administrative 2,018 1,511 3,529

Total costs and expenses 13,988 8,593 22,581

Gains on sales of properties 10,212 — 10,212

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

First Nine Months

Abraxas Petroleum Southern Oil Total

Revenue $ 16,879 $ 10,876 $ 27,755

Cost and expenses:

Production costs 7,462 5,744 13,206

Depreciation, depletion and accretion 4,615 3,457 8,072

General and administrative 2,005 1,643 3,648

Total costs and expenses 14,082 10,844 24,926

Gains on sales of properties 16,700 — 16,700

Earnings before income taxes $ 19,497 $ 32 $ 19,529

Brand Licensing Maxim

Third Quarter First Nine Months

2025 2024 2025 2024

First Quarter

Revenue $ 3,261 $ 1,407

5 unchanged sentences

Earnings before income taxes $ 157 $ ( 357 )

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

2025 2024 2025 2024

Total operating businesses $ 99,738 $ 90,407 $ 12,448 $ 10,081

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

Investment gains — — 1,491 4,740

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

Corporate and other — — ( 4,765 ) ( 6,534 )

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

First Nine Months

Reconciliation of revenues and earnings (loss) before income taxes of our business segments to the consolidated amounts for each of the three months ended March 31 follows.

Revenues Earnings (losses) before income taxes

2 unchanged sentences

Investment partnership gains (losses) — — ( 13,454 ) ( 49,592 )

Investment gains — — 2,831 3,724

Investment gains (losses) — — ( 1,287 ) ( 1,585 )

Interest expenses not allocated to segments — — ( 5,651 ) ( 900 )

1 unchanged sentence

$ 97,481 $ 95,035 $ ( 18,882 ) $ ( 41,183 )

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(dollars in thousands except per share data)

Biglari Holdings Inc.

is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance and reinsurance, licensing and media, restaurants, and oil and gas.

Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company.

Biglari Holdings’ management system combines decentralized operations with centralized financial decision-making.

Operating decisions for the various business units are made by their respective managers.

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

As of September 30, 2025, Mr.

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

Net earnings (loss) are disaggregated in the table that follows.

Amounts are recorded after deducting income taxes.

Third Quarter First Nine Months

2025 2024 2025 2024

Operating businesses:

Restaurant $ 5,770 $ 4,870 $ 12,514 $ 12,587

Insurance 4,130 2,455 6,730 5,647

Oil and gas 1,342 599 10,489 15,117

Brand licensing (832) (194) (1,297) (652)

Interest expense (634) (210) (1,983) (242)

Total operating businesses 9,776 7,520 26,453 32,457

Goodwill impairment — — — (1,000)

Corporate and other (3,775) (5,548) (10,594) (10,669)

Investment partnership gains (losses) (12,476) 26,447 (5,708) (17,153)

Investment gains (losses) 1,184 3,706 2,214 2,879

Net earnings (loss) $ (5,291) $ 32,125 $ 12,365 $ 6,514

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 441 company-operated and franchise restaurants as of September 30, 2025.

Steak n Shake Western Sizzlin

operated Franchise

Partner Traditional

Franchise Company-

operated Franchise Total

Total stores as of December 31, 2024

146 173 107 3 29 458

Corporate stores transitioned (1) 1 — — — —

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

Total stores as of September 30, 2025

141 173 96 3 28 441

Total stores as of December 31, 2023

148 181 128 3 32 492

Corporate stores transitioned 4 (4) — — — —

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

Total stores as of September 30, 2024

143 177 116 3 29 468

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.

Third Quarter First Nine Months

2025 2024 2025 2024

Net sales $ 47,462 $ 39,660 $ 135,935 $ 119,210

Franchise partner fees 19,166 17,157 56,455 53,064

Franchise royalties and fees 2,897 3,442 9,514 10,534

Other revenue 2,216 2,125 6,197 6,047

Total revenue 71,741 62,384 208,101 188,855

Restaurant cost of sales

Cost of food 14,849 31.3 % 12,218 30.8 % 41,480 30.5 % 35,549 29.8 %

Labor costs 14,573 30.7 % 13,158 33.2 % 42,033 30.9 % 38,694 32.5 %

Occupancy and other 12,416 26.2 % 10,836 27.3 % 36,122 26.6 % 33,276 27.9 %

Total cost of sales 41,838 36,212 119,635 107,519

Selling, general and administrative

General and administrative 12,129 16.9 % 10,355 16.6 % 36,833 17.7 % 35,101 18.6 %

Marketing 5,370 7.5 % 3,182 5.1 % 13,467 6.5 % 8,984 4.8 %

Other expenses (income) (3,217) (4.5) % (1,978) (3.2) % (4,130) (2.0) % (4,420) (2.3) %

Total selling, general and administrative 14,282 19.9 % 11,559 18.5 % 46,170 22.2 % 39,665 21.0 %

Impairments — — % — — % 1,251 0.6 % 107 0.1 %

Depreciation and amortization 6,468 9.0 % 6,747 10.8 % 19,570 9.4 % 20,392 10.8 %

Interest on finance leases and obligations 1,508 1,353 4,081 4,016

Earnings before income taxes 7,645 6,513 17,394 17,156

Income tax expense 1,875 1,643 4,880 4,569

Contribution to net earnings $ 5,770 $ 4,870 $ 12,514 $ 12,587

Cost of food, labor costs, and occupancy and other costs are expressed as a percentage of net sales.

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

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.

Because we derive most of our revenue from our share of the profits, revenue will decline as we transition from company-operated units to franchise partner units.

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

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 $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 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 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 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 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)

To better convey the performance of the franchise partnership model, the table below shows the underlying sales, cost of food, labor costs, and other restaurant costs of the franchise partners.

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

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

Net sales and other $ 90,750 $ 82,553 $ 260,923 $ 246,811

Restaurant cost of sales

Cost of food $ 27,827 30.7 % $ 25,135 30.4 % $ 77,965 29.9 % $ 73,145 29.6 %

Labor costs 23,641 26.1 % 22,417 27.2 % 68,387 26.2 % 66,487 26.9 %

Occupancy and other 18,283 20.1 % 17,557 21.3 % 52,885 20.3 % 51,498 20.9 %

Total cost of sales $ 69,751 $ 65,109 $ 199,237 $ 191,130

The Company’s consolidated financial statements do not include data in the table above.

Figures are shown for information purposes only.

We view our insurance businesses as possessing two activities:

underwriting and investing.

Underwriting decisions are the responsibility of the unit managers, whereas investing decisions are the responsibility of our Chairman and CEO, Sardar Biglari.

Our business units are operated under separate local management.

Biglari Holdings’ insurance operations consist of First Guard, Southern Pioneer, and Biglari Reinsurance.

Underwriting results of our insurance operations are summarized below.

Third Quarter First Nine Months

2025 2024 2025 2024

Underwriting gain attributable to:

First Guard $ 1,691 $ 1,366 $ 4,997 $ 3,497

Southern Pioneer 2,027 912 (407) 186

Other 819 — 1,894 —

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

Income tax expense 953 478 1,103 773

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.

Third Quarter First Nine Months

2025 2024 2025 2024

Premiums written $ 17,544 $ 16,890 $ 53,969 $ 50,265

Premiums earned $ 17,732 $ 16,675 $ 52,663 $ 48,888

Insurance losses 10,048 9,489 33,725 31,329

Underwriting expenses 3,147 4,908 12,454 13,876

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

Other income and expenses

Investment income 824 816 2,500 2,686

Other income (expenses) (114) 29 (407) 850

Total other income 710 845 2,093 3,536

Earnings before income taxes 5,247 3,123 8,577 7,219

Income tax expense 1,117 668 1,847 1,572

Contribution to net earnings $ 4,130 $ 2,455 $ 6,730 $ 5,647

Insurance premiums and other on the consolidated statement of earnings includes premiums earned, investment income, other income, and commissions.

First Guard is a direct underwriter of commercial truck insurance, primarily selling physical damage and nontrucking liability insurance to truckers.

First Guard’s insurance products are marketed primarily through direct response methods via the Internet or by telephone.

First Guard’s cost-efficient direct response marketing methods enable it to be a low-cost insurer.

A summary of First Guard’s underwriting results follows.

Third Quarter First Nine Months

2025 2024 2025 2024

Amount % Amount % Amount % Amount %

Premiums written $ 9,136 $ 9,394 $ 27,443 $ 28,198

Premiums earned $ 9,136 100.0 % $ 9,394 100.0 % $ 27,443 100.0 % $ 28,198 100.0 %

Insurance losses 6,517 71.3 % 6,003 63.9 % 17,423 63.5 % 18,939 67.2 %

Underwriting expenses 928 10.2 % 2,025 21.6 % 5,023 18.3 % 5,762 20.4 %

Total losses and expenses 7,445 81.5 % 8,028 85.5 % 22,446 81.8 % 24,701 87.6 %

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

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)

Southern Pioneer

Southern Pioneer underwrites garage liability and commercial property insurance, as well as homeowners and dwelling fire insurance.

A summary of Southern Pioneer’s underwriting results follows.

Third Quarter First Nine Months

2025 2024 2025 2024

Amount % Amount % Amount % Amount %

Premiums written $ 8,408 $ 7,496 $ 26,526 $ 22,067

Premiums earned $ 8,596 100.0 % $ 7,281 100.0 % $ 25,220 100.0 % $ 20,690 100.0 %

Insurance losses 3,531 41.1 % 3,486 47.9 % 16,302 64.6 % 12,390 59.9 %

Underwriting expenses 3,038 35.3 % 2,883 39.6 % 9,325 37.0 % 8,114 39.2 %

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

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.

Third Quarter First Nine Months

2025 2024 2025 2024

Interest, dividends and other investment income:

First Guard $ 403 $ 435 $ 1,253 $ 1,538

Southern Pioneer 413 363 1,204 1,130

Biglari Reinsurance 8 18 43 18

Pre-tax investment income 824 816 2,500 2,686

Income tax expense 173 171 525 564

Net investment income $ 651 $ 645 $ 1,975 $ 2,122

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

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

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

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

Third Quarter First Nine Months

2025 2024 2025 2024

Oil and gas revenues $ 7,372 $ 9,574 $ 24,800 $ 27,755

Oil and gas production costs 3,245 4,425 10,171 13,206

Depreciation, depletion and accretion 2,514 3,402 8,881 8,072

General and administrative expenses 1,042 1,089 3,529 3,648

Total cost and expenses 6,801 8,916 22,581 24,926

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

Earnings before income taxes 666 712 12,431 19,529

Income tax expense (676) 113 1,942 4,412

Contribution to net earnings $ 1,342 $ 599 $ 10,489 $ 15,117

Our oil and gas business is highly dependent on oil and natural gas prices.

We did not record any impairments to our oil and gas assets during 2025.

However, we may be required to record impairments of our oil and gas properties resulting from prolonged declines in oil and gas prices.

It is expected that the prices of oil and gas commodities will remain volatile, which will be reflected in our financial results.

Abraxas Petroleum

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

Earnings for Abraxas Petroleum are summarized below.

Third Quarter First Nine Months

2025 2024 2025 2024

Oil and gas revenues $ 4,276 $ 6,019 $ 14,327 $ 16,879

Oil and gas production costs 2,380 2,377 6,921 7,462

Depreciation, depletion and accretion 1,339 2,287 5,049 4,615

General and administrative expenses 653 713 2,018 2,005

Total cost and expenses 4,372 5,377 13,988 14,082

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

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 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.

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

Southern Oil primarily operates oil and natural gas properties offshore in Louisiana state waters.

Earnings for Southern Oil are summarized below.

Third Quarter First Nine Months

2025 2024 2025 2024

Oil and gas revenues $ 3,096 $ 3,555 $ 10,473 $ 10,876

Oil and gas production costs 865 2,048 3,250 5,744

Depreciation, depletion and accretion 1,175 1,115 3,832 3,457

General and administrative expenses 389 376 1,511 1,643

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

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 nine months of 2025 compared to 2024.

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

However, the sales prices of crude oil were lower during 2025 compared to the same period of 2024 which offset any increase in revenue from Southern Oil’s production increases.

Brand Licensing

Maxim’s business lies principally in licensing and media.

Earnings of operations are summarized below.

Third Quarter First Nine Months

2025 2024 2025 2024

Licensing and media revenue $ 1,446 $ 202 $ 5,140 $ 715

Licensing and media costs 2,396 432 6,468 1,458

Depreciation and amortization 120 — 290 —

General and administrative expenses 40 37 116 133

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

Income tax expense (benefit) (278) (73) (437) (224)

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

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 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.

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

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

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

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

Third Quarter First Nine Months

2025 2024 2025 2024

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

Tax expense (benefit) (3,421) 8,867 (1,277) (5,438)

Contribution to net earnings $ (12,476) $ 26,447 $ (5,708) $ (17,153)

Investment partnership gains include gains/losses from changes in market values of underlying investments and dividends earned by the partnerships.

Dividend income has a lower effective tax rate than income from capital gains.

These gains and losses have caused and will continue to cause significant volatility in our periodic earnings.

The investment partnerships hold the Company’s common stock as investments.

The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding.

Gains and losses on Company common stock included in the earnings of the partnerships are eliminated in the Company’s consolidated financial results.

Investment gains and losses in 2025 and 2024 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period.

We believe that investment and derivative gains/losses are generally meaningless for analytical purposes in understanding our quarterly and annual results.

Interest Expense

The Company’s interest expense is summarized below.

Third Quarter First Nine Months

2025 2024 2025 2024

Interest expense on notes payable $ 829 $ 275 $ 2,581 $ 317

Tax benefit 195 65 598 75

Interest expense net of tax $ 634 $ 210 $ 1,983 $ 242

Corporate and Other

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

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