Biglari Holdings Inc.
−Removed: is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance, licensing and media, restaurants, and oil and gas.
+Added: 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.
The Company’s largest operating subsidiaries are involved in the franchising and operating of restaurants.
4 unchanged sentences
As of December 31, 2024, Mr.
−Removed: Biglari beneficially owns shares of the Company that represent approximately 66.8% of the economic interest and approximately 71.0% of the voting interest.
+Added: Biglari beneficially owns shares of the Company that represent approximately 74.3% of the voting interest.
Restaurant Operations
44 unchanged sentences
The name and reputation of Steak n Shake is a material asset, and management protects it and other service marks through appropriate registrations.
−Removed: Insurance Business
−Removed: Biglari Holdings’ insurance activities are conducted through two insurance entities, First Guard Insurance Company and its affiliated agency, 1st Guard Corporation (collectively “First Guard”), and Southern Pioneer Property & Casualty Insurance Company and its affiliated agency, Southern Pioneer Insurance Agency, Inc.
+Added: Property and Casualty Insurance and Reinsurance Business
+Added: Biglari Holdings’ insurance and reinsurance business activities are conducted through domestic and foreign-based insurance subsidiaries.
+Added: Included in this group of subsidiaries is First Guard Insurance Company and its affiliated agency, 1st Guard Corporation (collectively “First Guard”);
+Added: Southern Pioneer Property & Casualty Insurance Company and its affiliated agency, Southern Pioneer Insurance Agency, Inc.
(collectively “Southern Pioneer”);
−Removed: Our insurance businesses provide insurance of property and casualty.
−Removed: The insurance business is stringently regulated by state insurance departments.
−Removed: Insurers based in the United States are subject to regulation by their states of domicile and by those states in which they are licensed to write policies on an admitted basis.
+Added: and Biglari Reinsurance Ltd.
+Added: Insurers based in the U.S.
+Added: are subject to regulation by their states of domicile and by those states in which they are licensed to write policies on an admitted basis.
First Guard and Southern Pioneer operate under licenses issued by various state insurance authorities.
8 unchanged sentences
Except for regulatory considerations, there are virtually no barriers to entry into the insurance industry.
+Added: The Insurance Act 1978 of Bermuda and related regulations, as amended (the “Insurance Act”), regulates the insurance business of Biglari Reinsurance Ltd.
+Added: The Insurance Act provides that no person may carry on any insurance business in or from within Bermuda unless registered as an insurer under the Insurance Act by the Bermuda Monetary Authority.
+Added: The Bermuda Monetary Authority, in deciding whether to grant registration, has broad discretion to act in the public interest.
+Added: The Insurance Act imposes solvency and liquidity standards as well as auditing and reporting requirements and confers on the Bermuda Monetary Authority powers to supervise, investigate, and intervene in the affairs of insurance companies.
First Guard is a direct underwriter of commercial truck insurance, primarily selling physical damage and nontrucking liability insurance to truckers.
11 unchanged sentences
Southern Pioneer is headquartered in Jonesboro, Arkansas.
+Added: Biglari Reinsurance Ltd.
+Added: received its insurance license on July 31, 2024, from the Bermuda Monetary Authority.
+Added: Biglari Reinsurance is headquartered in Hamilton, Bermuda.
Biglari Holdings’ insurance operations may be affected by extraordinary weather conditions or other factors, any of which may have a significant effect upon the frequency or severity of claims.
1 unchanged sentence
The Company’s oil and gas operations are conducted through two entities, Southern Oil Company (“Southern Oil”) and Abraxas Petroleum Corporation (“Abraxas Petroleum”).
−Removed: Southern Oil primarily operates oil and natural gas properties offshore in the shallow waters of the Gulf of Mexico.
+Added: Southern Oil primarily operates oil and natural gas properties offshore in Louisiana state waters.
Abraxas Petroleum operates oil and natural gas wells in the Permian Basin.
−Removed: On September 14, 2022, the Company purchased Preferred Shares of Abraxas Petroleum for $80.0 million.
−Removed: On October 26, 2022, the Company exchanged the Preferred Shares for 90% of the outstanding common stock of Abraxas Petroleum.
−Removed: On June 14, 2023, the remaining 10% of the outstanding common stock of Abraxas Petroleum was acquired for $5.4 million.
+Added: In 2022, the Company purchased 90% of Abraxas Petroleum for $80.0 million.
+Added: In 2023, the Company acquired the remaining 10% of Abraxas Petroleum for $5.4 million.
The oil and gas industry is fundamentally a commodity business.
14 unchanged sentences
As of December 31, 2024, the fair value of the investment partnerships was $656.3 million.
−Removed: In addition, the Company held marketable securities (outside the investment partnerships) of $91.9 million at fair value.
+Added: The investments are subject to a rolling five-year lock-up period under the terms of the respective partnership agreements.
+Added: The lock-up period can be waived by the general partner in its sole discretion.
+Added: The Company also held marketable securities (outside the investment partnerships) of $103.0 million at fair value.
As of December 31, 2024, the Company employed 2,535 persons.
−Removed: When hiring personnel, we do not consider circumstances of birth, race, gender, ethnicity, religion, or any other factor unrelated to talent.
−Removed: The factor of prime importance to us, talent, is invariably found across a wide spectrum of humanity.
−Removed: We seek to associate with people of high character and competence.
Additional information with respect to Biglari Holdings’ businesses
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.