Biglari Holdings SEC Filings

Biglari Holdings reports consolidated results for fiscal 2025 emphasizing investments and operating businesses. At year-end 2025 total investments (cash, marketable securities, and investments in The Lion Fund) were $1.1 billion at fair value. Investments per share were $1,936 while pre-tax operating earnings per share from businesses were $59.26. Consolidated net operating earnings were $14.153 million, but reported total net earnings were $(37.488) million after investment losses. Steak n Shake led operating performance with same-store sales growth of 10.2% and pre-tax operating earnings of $22.57 million; Steak n Shake operated 404 locations at year-end. The Lion Fund and other equity positions include a $202.3 million Ferrari holding. The company notes a $225 million intercompany distribution from Steak n Shake funded by its debt, with an interest rate slightly under 9% and a net spread cost of approximately $11 million annually.

Biglari Holdings Inc. calls its annual shareholder meeting for April 8, 2026 in San Antonio to elect five directors and ratify Deloitte & Touche LLP as independent auditor for 2026. Holders of 211,176.1 Class A shares outstanding as of February 26, 2026 may vote, with each share entitled to one vote.

Chairman and CEO Sardar Biglari, age 48, remains both controlling shareholder and capital allocator, with beneficial ownership representing about 73.1% of the Class A voting power. Three of the five director nominees are classified as independent under New York Stock Exchange standards, and the company relies on controlled-company exemptions from some governance requirements.

Executive pay is highly concentrated: in 2025 Mr. Biglari received salary of $900,000 and no bonus or equity, while Controller Bruce Lewis received $1,300,000 in salary. The company highlights an incentive agreement for the CEO based on return on equity for operating businesses and discloses a 2025 CEO-to-median employee pay ratio of roughly 58 to 1.

The proxy also details related-party arrangements, including performance-based investment fees and a rolling service agreement with entities owned by Mr. Biglari, as well as compensation to certain family members employed or consulting within subsidiaries. Shareholders receive guidance on how to submit director nominations, communicate with the board, and bring proposals to future annual meetings.

Biglari Holdings Inc. reported an insider-related open-market purchase by an affiliated investment fund. On 2026-03-09, The Lion Fund, L.P. bought 3,320 shares of Biglari Holdings Class B common stock at a weighted average price of $301.06 per share, giving it 1,342,620 Class B shares afterward. The Lion Fund, whose general partner is Biglari Capital Corp., also indirectly holds 128,811.7 Class A shares. Biglari Capital Corp. indirectly holds 71,855 Class B and 25,663.1 Class A shares, while Sardar Biglari directly holds 1 Class B share and 0.1 Class A share.

Biglari Holdings Inc. reported an insider purchase linked to Chairman and CEO Sardar Biglari through affiliated entities. On March 6, 2026, The Lion Fund, L.P. bought 2,441 shares of Biglari Holdings Class B common stock in an open-market transaction at a weighted average price of $307.20 per share. The Lion Fund’s post-transaction balance was 1,339,300 Class B shares and 128,811.7 Class A shares, while Biglari Capital Corp. held 25,663.1 Class A and 71,855 Class B shares, and Mr. Biglari held small direct positions in both classes.

Biglari Holdings Inc. insider entities reported an open-market purchase of Class B common stock. On March 3, 2026, The Lion Fund, L.P. bought 1,146 Class B shares at a weighted average price of $331.15 per share. The shares are owned directly by The Lion Fund, with Biglari Capital Corp. and Chairman and CEO Sardar Biglari potentially deemed beneficial owners through their control relationships.

Biglari Holdings Inc. reported a sharp swing to losses for the fourth quarter and full year 2025, driven largely by investment results, and posted its 2025 annual report online. Fourth-quarter net loss attributable to shareholders was $49,853 thousand, compared with a loss of $10,273 thousand in 2024. For the full year 2025, net loss attributable to shareholders was $37,488 thousand, versus a loss of $3,759 thousand in 2024. Pre-tax operating earnings from its underlying businesses were $18,782 thousand in 2025, down from $32,569 thousand in 2024, while investment losses widened. Management highlights pre-tax operating earnings as the key measure for its operating businesses. At December 31, 2025, book value per Class A Equivalent share was $2,059.32.

Biglari Holdings Inc. is a diversified holding company spanning restaurants, property and casualty insurance, oil and gas, and brand licensing. In 2025 it generated total revenues of $395,261 thousand, with its largest operating contribution coming from the Steak n Shake and Western Sizzlin restaurant businesses.

Restaurant revenue rose as net sales climbed to $181,884 thousand, helped by a 10.5% same-store sales increase at company-operated Steak n Shake units. Insurance operations produced pre-tax underwriting gains of $7,210 thousand, while oil and gas contributed pre-tax earnings of $12,898 thousand, including an $11,877 thousand gain on oil and gas property sales.

Despite these operating profits, Biglari Holdings reported a net loss of $37,488 thousand, driven mainly by investment partnership losses of $67,001 thousand from related funds in which it holds limited partnership interests. The partnerships’ fair value was $772.6 million as of December 31, 2025, subject to a rolling five-year lock-up.

Liquidity increased, with cash, investments, and partnership interests totaling $1,110,417 thousand and balance-sheet cash and investments of $492,107 thousand. However, leverage rose after Steak n Shake obtained a $225,000 thousand, 5‑year note at 8.8% interest, secured by restaurant real estate and largely upstreamed to the parent.

The auditor issued an unqualified opinion on the financial statements but an adverse opinion on internal control over financial reporting due to a remaining material weakness in controls over insurance losses. The company highlights key risks including dependence on Chairman and CEO Sardar Biglari, concentrated related-party investments, competitive pressures across its industries, and the possibility of future economic or regulatory headwinds.

Biglari Holdings Inc. has filed a shelf registration to offer up to $500,000,000 of Class A and Class B common stock, including an at-the-market program. The company entered a Sales Agreement with H.C. Wainwright & Co., LLC allowing it to sell shares on the NYSE and NYSE Texas from time to time, with the sales agent earning up to 3.0% of gross proceeds. Management plans to use any net proceeds to create a strategic reserve to support business and investment activities, strengthen capital at the holding company, fund acquisitions and augment the capital of insurance subsidiaries. As of January 15, 2026, 206,864 Class A shares and 2,068,640 Class B shares were outstanding, and the Chairman and CEO Sardar Biglari beneficially held about 74.7% of the voting interest.