What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 302 added, 120 removed, 495 unchanged (46% of the section changed)

20 unchanged sentences

Accounts payable and accrued expenses $ 77,802 $ 72,946

Loss and loss adjustment expenses 18,755 18,220

Losses and loss adjustment expenses 20,318 18,220

Unearned premiums 18,351 17,813

3 unchanged sentences

Lease obligations 107,811 97,701

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

Deferred taxes 23,202 18,029

Note payable 210,231 213,920

Asset retirement obligations 15,903 15,542

14 unchanged sentences

(dollars in thousands except per share amounts)

First Quarter

Second Quarter First Six Months

2026 2025 2026 2025

(Unaudited) (Unaudited)

Restaurant operations $ 74,727 $ 72,011 $ 140,873 $ 136,360

10 unchanged sentences

Gain on sale of oil and gas properties ( 4,803 ) ( 794 ) ( 4,803 ) ( 10,117 )

Impairments — 1,251 — 1,251

Depreciation, depletion, and amortization 10,149 10,272 20,806 20,529

Interest expense on leases 1,400 1,240 2,757 2,573

Interest expense on debt 5,651 900

Interest expense on borrowings 5,532 852 11,183 1,752

Total costs and expenses 102,250 96,946 203,872 181,987

1 unchanged sentence

Investment partnership gains (losses) 35,637 58,504 22,183 8,912

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

Total other income (expenses) 45,345 61,429 30,604 10,252

Earnings (loss) before income taxes 51,619 65,102 32,737 23,919

2 unchanged sentences

Net earnings (loss) per average equivalent Class A share * $ 158.17 $ 194.57 $ 99.78 $ 67.26

* 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.

*Net earnings (loss) per average equivalent Class B share outstanding are one-fifth of the average equivalent Class A share or $ 31.63 and $ 19.96 for the second quarter and first six months of 2026, respectively, and $ 38.91 and $ 13.45 for the second quarter and first six months of 2025, respectively.

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

(dollars in thousands)

First Quarter

Second Quarter First Six Months

2026 2025 2026 2025

(Unaudited) (Unaudited)

Net earnings (loss) $ 39,926 $ 50,931 $ 25,395 $ 17,656

Foreign currency translation ( 68 ) 1,010 ( 288 ) 1,480

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

Comprehensive income (loss) $ 39,858 $ 51,941 $ 25,107 $ 19,136

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

(dollars in thousands)

First Quarter

First Six Months

Operating activities

1 unchanged sentence

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

Depreciation and amortization 10,657 10,257

Depreciation, depletion, and amortization 20,806 20,529

Provision for deferred income taxes 5,202 11,254

Asset impairments and other non-cash expenses 528 1,251

(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 and inventories ( 2,477 ) 1,606

Gains on sale of assets ( 4,878 ) ( 11,032 )

Investment and investment partnership gains and losses ( 30,604 ) ( 10,252 )

Return on partnership investments 13,020 35,000

Changes in receivables, inventories and other assets ( 2,210 ) 559

Changes in accounts payable and accrued expenses 8,021 ( 7,023 )

4 unchanged sentences

Purchases of interests in limited partnerships ( 63,530 ) ( 30,065 )

Return of partnership investments 28,600 —

Purchases of investments ( 254,272 ) ( 31,479 )

8 unchanged sentences

Principal payments on direct financing lease obligations ( 3,141 ) ( 2,778 )

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

Effects of foreign currency exchange rate changes 47 40

Net cash provided by (used in) financing activities 2,716 ( 28,778 )

Effect of exchange rate changes on cash ( 18 ) 42

Increase (decrease) in cash, cash equivalents and restricted cash ( 200,388 ) 2,045

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

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

First Quarter

Cash, cash equivalents and restricted cash at end of second quarter $ 69,105 $ 33,477

Cash and cash equivalents $ 68,394 $ 32,766

Restricted cash in other long-term assets 711 711

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

Cash, cash equivalents and restricted cash at end of second quarter $ 69,105 $ 33,477

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 second quarter and first six months 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 9 14,911 14,920

Other comprehensive 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

Net earnings (loss) 39,926 39,926

Other comprehensive loss ( 68 ) ( 68 )

Adjustment for holdings in investment partnerships ( 15,230 ) ( 15,230 )

Balance at June 30, 2026 $ 1,147 $ 400,505 $ 615,606 $ ( 1,638 ) $ ( 471,832 ) $ 543,788

For the second quarter and first six 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 loss 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

See accompanying Notes to Consolidated Financial Statements.

BIGLARI HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

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

17 unchanged sentences

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.

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

March 31, 2026 December 31, 2025

The following table presents shares authorized, issued and outstanding on June 30, 2026 and December 31, 2025.

June 30, 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.

March 31, 2026 March 31, 2025

Earnings Per Share (continued)

Second Quarter First Six Months

2026 2025 2026 2025

Equivalent Class A common stock outstanding 627,804 620,592 625,925 620,592

1 unchanged sentence

Equivalent Class A common stock for earnings per share 252,420 261,760 254,502 262,504

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

Investment gains for the second quarter and first six months of 2026 were $ 9,708 and $ 8,421 , respectively.

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

Investment Partnerships

11 unchanged sentences

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

The Company evaluates the nature of each distribution to determine whether it represents a return on investment or a return of investment.

Distributions determined to be returns on investment are classified as operating cash inflows, while distributions determined to be returns of investments are classified as investing cash inflows.

The Company’s determination is based on the nature of the activities that generated the distributions and other available information that is relevant.

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.

5 unchanged sentences

Changes in proportionate share of Company stock held 19,668 ( 19,668 )

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

Partnership interest at June 30, 2026 $ 986,368 $ 807,668 $ 178,700

Investment Partnerships (continued)

3 unchanged sentences

Investment partnership gains (losses) 68,515 59,603 8,912

Contributions (net of distributions) 17,320 17,320

Distributions (net of contributions) ( 4,935 ) ( 4,935 )

Changes in proportionate share of Company stock held 2,811 ( 2,811 )

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

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

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

3 unchanged sentences

Carrying value of investment partnerships net of deferred taxes $ 146,715 $ 134,271

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.

We expect that a majority of the $ 31,985 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 $ 471,832 and $ 452,164 at June 30, 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.

First Quarter

Second Quarter First Six Months

2026 2025 2026 2025

Gains (losses) from investment partnerships $ 35,637 $ 58,504 $ 22,183 $ 8,912

Tax expense (benefit) 7,710 12,310 4,507 2,144

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

Contribution to net earnings (loss) $ 27,927 $ 46,194 $ 17,676 $ 6,768

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.

There were no incentive reallocations accrued during the first six months of 2026 and 2025.

Investment Partnerships (continued)

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 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 )

Total assets as of June 30, 2026 $ 980,989 $ 340,347

Total liabilities as of June 30, 2026 $ 30,068 $ 180,513

Revenue for the first six months of 2026 $ 184,628 $ 26,412

Earnings for the first six months of 2026 $ 184,154 $ 22,622

Biglari Holdings’ average ownership interest during 2026 92.8 % 91.7 %

1 unchanged sentence

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

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

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

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

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

Biglari Holdings’ average ownership interest during 2025 91.2 % 88.8 %

12 unchanged sentences

Property and equipment, net $ 366,455 $ 366,607

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.

Depletion expense related to oil and gas properties was $ 4,932 and $ 5,966 during the first six months of 2026 and 2025, respectively.

No impairment to restaurant long-lived assets was recorded in the second quarter and first six months of 2026.

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

We did not record any impairments to our oil and gas assets during the second quarter and first six months 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 $ 9,323 during the first quarter of 2025, as result of selling undeveloped reserves.

Abraxas Petroleum recorded gains of $ 4,803 and $ 794 during the second quarter of 2026 and 2025, respectively, and recorded gains of $ 4,803 and $ 10,117 during the first six months of 2026 and 2025, respectively, as a result of selling undeveloped reserves.

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

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.

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.

Property and equipment held for sale of $ 560 and $ 1,134 are recorded in other assets as of June 30, 2026 and December 31, 2025, respectively.

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

During the first six months of 2026 and 2025, the Company recognized net gains of $ 77 and $ 807 , respectively, in connection with property sales, lease terminations and asset disposals which are included in selling, general and administrative expenses in the consolidated statements of earnings.

Goodwill and Other Intangible Assets

4 unchanged sentences

Accumulated impairment losses ( 1,300 )

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

Goodwill at March 31, 2026

Change in foreign exchange rates during the first six months of 2026 ( 18 )

Goodwill at June 30, 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 for goodwill or intangible assets during the first quarters of 2026 or 2025.

There was no impairment recorded by Steak n Shake for goodwill during the first six months of 2026 or 2025.

We performed 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 2026 or 2025.

An impairment of Western Sizzlin’s goodwill may be necessary if a significant decline in franchise units or company-operated units occurs.

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

Other Intangible Assets

3 unchanged sentences

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

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

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

15,876 7,798 23,674

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

Balance at March 31, 2026

Change in foreign exchange rates during the first six months of 2026 — ( 210 ) ( 210 )

Balance at June 30, 2026

$ 15,876 $ 7,588 $ 23,464

1 unchanged sentence

Restaurant operations revenues were as follows.

First Quarter

Second Quarter First Six Months

2026 2025 2026 2025

Net sales $ 45,648 $ 46,858 $ 85,995 $ 88,473

3 unchanged sentences

$ 74,727 $ 72,011 $ 140,873 $ 136,360

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 first quarter of 2026 and 2025, restaurant operations recognized $ 6,212 and $ 5,553 , respectively, in franchise partner fees related to rental income.

During the second quarter of 2026 and 2025, restaurant operations recognized $ 6,482 and $ 5,887 , respectively, in franchise partner fees related to rental income.

During the first six months ended June 30, 2026 and June 30, 2025, restaurant operations recognized $ 12,694 and $ 11,440 , respectively, in franchise partner fees related to rental income.

Franchise Royalties and Fees

24 unchanged sentences

Note payable and lines of credit include the following.

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

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

2026 December 31,

2 unchanged sentences

Total current portion of note payable and lines of credit $ 28,270 $ 33,070

Long-term portion of note payable and lines of credit

Long-term portion of note payable

Steak n Shake note payable $ 210,231 $ 213,920

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 is $ 35,000 and matures on September 13, 2026.

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

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

Our interest rate was 6.4 % and 6.7 % on June 30, 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.

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

Note Payable and Lines of Credit (continued)

Expected principal payments for the Steak n Shake note payable as of June 30, 2026, are as follows.

Remainder of 2026 $ 2,812

4 unchanged sentences

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

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

Unpaid Loss and Loss Adjustment Expenses

As of June 30, 2026 and December 31, 2025, there was no debt outstanding under its revolver.

Unpaid Losses and Loss Adjustment Expenses

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

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

March 31, March 31,

A reconciliation of the changes in claim liabilities, net of reinsurance, for each of the six-month periods ended June 30, 2026 and 2025 follows.

2026 June 30,

Balances at beginning of year:

10 unchanged sentences

Total 19,712 24,513

Balances at March 31:

Balances at June 30:

Net liabilities 19,013 17,203

1 unchanged sentence

Gross liabilities $ 20,318 $ 17,815

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.

We recorded net reductions of $ 2,833 for estimated ultimate liabilities for prior accident years in the first six months of 2026, and net increases of $ 872 in the first six months of 2025.

These changes as a percentage of the net liabilities at the beginning of each year were 15.5 % in 2026 and 5.1 % in 2025.

1 unchanged sentence

Lease obligations include the following.

Current portion of lease obligations March 31,

Current portion of lease obligations June 30,

2026 December 31,

8 unchanged sentences

Total long-term lease obligations $ 107,811 $ 97,701

Lease Assets and Obligations (continued)

Nature of Leases

5 unchanged sentences

Total lease cost consists of the following.

First Quarter

Second Quarter First Six Months

2026 2025 2026 2025

Finance lease costs:

5 unchanged sentences

Supplemental cash flow information related to leases is as follows.

First Quarter

First Six Months

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

3 unchanged sentences

Supplemental balance sheet information related to leases is as follows.

Lease Assets and Obligations (continued)

2026 December 31,

8 unchanged sentences

Operating leases 7.0 %

Lease Assets and Obligations (continued)

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

Maturities of lease liabilities as of June 30, 2026 are as follows.

Year Operating

9 unchanged sentences

Total lease liabilities $ 44,243 $ 6,589

The components of lease income are as follows.

First Quarter

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

Second Quarter First Six Months

2026 2025 2026 2025

Operating lease income $ 4,383 $ 3,914 $ 8,773 $ 7,846

1 unchanged sentence

Total lease income $ 6,984 $ 6,202 $ 13,557 $ 12,034

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

The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of June 30, 2026.

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

Lease Assets and Obligations (continued)

Operating Leases

3 unchanged sentences

Total future minimum receipts $ 2,072 $ 6,317

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.

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

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.

Income tax expense for the second quarter of 2026 was $ 11,693 compared to an income tax expense of $ 14,171 for the second quarter of 2025.

Income tax expense for the first six months of 2026 was $ 7,342 compared to an income tax expense of $ 6,263 for the first six months of 2025.

The change in income tax expense between 2026 and 2025 is primarily attributable to taxes on income generated by the investment partnerships.

Commitments and Contingencies

13 unchanged sentences

Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit ratings, estimated durations and yields for other instruments of the issuer or entities in the same industry sector.

Fair Value of Financial Assets (continued)

• Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities.

8 unchanged sentences

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

Fair Value of Financial Assets (continued)

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

March 31, 2026 December 31, 2025

As of June 30, 2026 and December 31, 2025, the fair values of financial assets were as follows.

June 30, 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 $ 2,850 in service fees during the first quarters of 2026 and 2025.

The Company paid Biglari Enterprises $ 5,700 in service fees during the first six months of 2026 and 2025.

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

5 unchanged sentences

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

There were no incentive payments accrued during the first six months of 2026 and 2025.

Business Segment Reporting

10 unchanged sentences

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.

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

Typically, there are no budgeted or forecasted premiums.

With respect to insurance underwriting, the chief operating decision maker considers pre-tax underwriting earnings to allocate resources and capital, together with perceived risks and opportunities in the insurance markets that affect rates and risks of loss.

There are no forecasted premiums.

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

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

The chief operating decision-maker generally considers actual operating results, as well as unique perceived risks and opportunities associated with the individual operating businesses.

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

Second Quarter

Steak n Shake Western Sizzlin Total Restaurants

Revenue $ 72,098 $ 2,629 $ 74,727

Cost and expenses:

Cost of food 14,248 955 15,203

Labor costs 13,119 630 13,749

Occupancy and other 12,596 979 13,575

Selling, general and administrative 16,750 229 16,979

Depreciation, amortization and impairment 6,932 26 6,958

Total costs and expenses 63,645 2,819 66,464

Earnings before income taxes $ 8,453 $ ( 190 ) $ 8,263

Second Quarter

Steak n Shake Western Sizzlin Total Restaurants

Revenue $ 69,258 $ 2,753 $ 72,011

Cost and expenses:

Cost of food 13,241 926 14,167

Labor costs 13,366 654 14,020

Occupancy and other 11,985 1,107 13,092

Selling, general and administrative 16,390 44 16,434

Depreciation, amortization and impairment 7,844 19 7,863

Total costs and expenses 62,826 2,750 65,576

Earnings before income taxes $ 6,432 $ 3 $ 6,435

Business Segment Reporting (continued)

First Quarter

First Six Months

Steak n Shake Western Sizzlin Total Restaurants

8 unchanged sentences

Earnings before income taxes $ 11,150 $ ( 11 ) $ 11,139

First Quarter

First Six Months

Steak n Shake Western Sizzlin Total Restaurants

8 unchanged sentences

Earnings before income taxes $ 9,520 $ 229 $ 9,749

First Quarter

Second Quarter

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

7 unchanged sentences

Business Segment Reporting (continued)

First Quarter

Second Quarter

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

6 unchanged sentences

Earnings before income taxes $ 2,091 $ ( 857 ) $ 1,234 $ 839 $ ( 280 ) $ 1,793

First Six Months

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

Revenue $ 18,241 $ 17,253 $ 35,494 $ 1,368 $ 1,106 $ 37,968

Cost and expenses:

Insurance losses 11,899 8,607 20,506 — — 20,506

Underwriting expenses 3,154 6,391 9,545 — ( 96 ) 9,449

Other segment items — — — — 1,796 1,796

Total costs and expenses 15,053 14,998 30,051 — 1,700 31,751

Earnings before income taxes $ 3,188 $ 2,255 $ 5,443 $ 1,368 $ ( 594 ) $ 6,217

First Six Months

First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance

Revenue $ 18,307 $ 16,624 $ 34,931 $ 1,676 $ 1,565 $ 38,172

Cost and expenses:

Insurance losses 10,906 12,771 23,677 — — 23,677

Underwriting expenses 4,095 5,212 9,307 — — 9,307

Other segment items — — — — 1,858 1,858

Total costs and expenses 15,001 17,983 32,984 — 1,858 34,842

Earnings before income taxes $ 3,306 $ ( 1,359 ) $ 1,947 $ 1,676 $ ( 293 ) $ 3,330

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

Oil and Gas First Quarter

Business Segment Reporting (continued)

Oil and Gas Second Quarter

Abraxas Petroleum Southern Oil Total

5 unchanged sentences

Total costs and expenses 4,930 4,055 8,985

Gains on sales of properties 4,803 — 4,803

Earnings before income taxes $ 7,169 $ ( 91 ) $ 7,078

First Quarter

Second Quarter

Abraxas Petroleum Southern Oil Total

7 unchanged sentences

Earnings before income taxes $ 367 $ 750 $ 1,117

First Six Months

Abraxas Petroleum Southern Oil Total

Revenue $ 13,422 $ 6,974 $ 20,396

Cost and expenses:

Production costs 5,055 3,016 8,071

Depreciation, depletion and accretion 2,120 3,145 5,265

General and administrative 2,376 1,396 3,772

Total costs and expenses 9,551 7,557 17,108

Gains on sales of properties 4,803 — 4,803

Earnings before income taxes $ 8,674 $ ( 583 ) $ 8,091

Business Segment Reporting (continued)

First Quarter

First Six Months

Abraxas Petroleum Southern Oil Total

Revenue $ 10,051 $ 7,377 $ 17,428

Cost and expenses:

Production costs 4,541 2,385 6,926

Depreciation, depletion and accretion 3,710 2,657 6,367

General and administrative 1,365 1,122 2,487

Total costs and expenses 9,616 6,164 15,780

Gains on sales of properties 10,117 — 10,117

Earnings before income taxes $ 10,552 $ 1,213 $ 11,765

Brand Licensing Maxim

Second Quarter First Six Months

2026 2025 2026 2025

Revenue $ 3,507 $ 2,287 $ 6,768 $ 3,694

Cost and expenses:

Licensing and media cost 3,335 2,421 6,209 4,072

3 unchanged sentences

Earnings before income taxes $ ( 84 ) $ ( 267 ) $ 73 $ ( 624 )

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.

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

Second Quarter

Revenues Earnings (losses) before income taxes

6 unchanged sentences

$ 108,524 $ 100,619 $ 51,619 $ 65,102

Business Segment Reporting (continued)

First Six Months

Revenues Earnings (losses) before income taxes

2026 2025 2026 2025

Total operating businesses $ 206,005 $ 195,654 $ 25,520 $ 24,220

Investment partnership gains (losses) — — 22,183 8,912

Investment gains (losses) — — 8,421 1,340

Interest expenses not allocated to segments — — ( 11,183 ) ( 1,752 )

Corporate and other — — ( 12,204 ) ( 8,801 )

$ 206,005 $ 195,654 $ 32,737 $ 23,919

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.

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

Amounts are recorded after deducting income taxes.

Second Quarter First Six Months

2026 2025 2026 2025

Operating businesses:

Restaurant $ 6,234 $ 4,555 $ 8,272 $ 6,744

Insurance 2,001 1,399 4,886 2,600

Oil and gas 5,714 849 6,621 9,147

Brand licensing (62) (198) 54 (465)

Interest expense (4,192) (656) (8,473) (1,349)

Total operating businesses 9,695 5,949 11,360 16,677

Corporate and other (5,090) (3,530) (9,638) (6,819)

Investment partnership gains (losses) 27,927 46,194 17,676 6,768

Investment gains (losses) 7,394 2,318 5,997 1,030

Net earnings (loss) $ 39,926 $ 50,931 $ 25,395 $ 17,656

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 428 company-operated and franchise restaurants as of June 30, 2026.

Steak n Shake Western Sizzlin

operated Franchise

Partner Traditional

Franchise Company-

operated Franchise Total

Total stores as of December 31, 2025

131 179 94 3 28 435

Corporate stores transitioned (4) 4 — — — —

Net restaurants opened (closed) (1) — (4) (1) (1) (7)

Total stores as of June 30, 2026

126 183 90 2 27 428

Total stores as of December 31, 2024

146 173 107 3 29 458

Corporate stores transitioned (2) 2 — — — —

Net restaurants opened (closed) (1) (1) (7) — — (9)

Total stores as of June 30, 2025

143 174 100 3 29 449

As of June 30, 2026, eight of the 126 company-operated Steak n Shake stores were closed.

Of the eight locations, Steak n Shake plans to reopen two locations and sell or lease six locations.

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

Restaurant operations are summarized below.

Second Quarter First Six Months

2026 2025 2026 2025

Net sales $ 45,648 $ 46,858 $ 85,995 $ 88,473

Franchise partner fees 23,141 20,150 43,682 37,289

Franchise royalties and fees 3,350 3,128 6,476 6,617

Other revenue 2,588 1,875 4,720 3,981

Total revenue 74,727 72,011 140,873 136,360

Restaurant cost of sales

Cost of food 15,203 33.3 % 14,167 30.2 % 27,868 32.4 % 26,631 30.1 %

Labor costs 13,749 30.1 % 14,020 29.9 % 26,607 30.9 % 27,460 31.0 %

Occupancy and other 12,175 26.7 % 11,852 25.3 % 24,117 28.0 % 23,706 26.8 %

Total cost of sales 41,127 40,039 78,592 77,797

Selling, general and administrative

General and administrative 12,348 16.5 % 12,776 17.7 % 24,184 17.2 % 24,704 18.1 %

Marketing 4,539 6.1 % 4,865 6.8 % 9,966 7.1 % 8,097 5.9 %

Other expenses (income) 92 0.1 % (1,207) (1.7) % 247 0.2 % (913) (0.7) %

Total selling, general and administrative 16,979 22.7 % 16,434 22.8 % 34,397 24.4 % 31,888 23.4 %

Impairments — — % 1,251 1.7 % — — % 1,251 0.9 %

Depreciation and amortization 6,958 9.3 % 6,612 9.2 % 13,988 9.9 % 13,102 9.6 %

Interest on finance leases and obligations 1,400 1,240 2,757 2,573

Earnings before income taxes 8,263 6,435 11,139 9,749

Income tax expense 2,029 1,880 2,867 3,005

Contribution to net earnings $ 6,234 $ 4,555 $ 8,272 $ 6,744

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 second quarter and first six months of 2026 were $45,648 and $85,995, respectively, representing a decrease of $1,210 or 2.6% and $2,478 or 2.8%, compared to the second quarter and first six months of 2025, respectively.

Total revenue decreased due to fewer company-operated units in 2026 compared to 2025.

Steak n Shake’s domestic same-store sales increased 11.9% during the second quarter of 2026.

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.

Fees generated by our franchise partners were $23,141 during the second quarter of 2026, as compared to $20,150 during the second quarter of 2025.

Franchise partner fees were $43,682 and $37,289 during the first six months of 2026 and 2025, respectively.

Franchise partner same-store sales increased 14.5%.

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